Shree Krishna Paper Mills & Industries Ltd
Directors Reports
To the Members,
Your Directors are pleased to present 51st Annual Report
together with the Audited Financial Statements of your Company for the Financial Year
ended March 31,, 2023.
FINANCIAL PERFORMANCE
The financial performance of the Company for the financial year ended
on March 31, 2023 is summarised below:
(` in Lakhs)
|
2022-2023 |
2021-2022 |
Revenue from Operations |
17,787.69 |
10,347.57 |
Other Income |
29.76 |
92.02 |
Total Income |
|
|
|
17,817.45 |
10,439.59 |
Profit/(Loss) before exceptional item &
tax |
325.96 |
(171.36) |
Exceptional item |
1,332.39 |
-- |
Profit/(Loss) before tax |
1,658.35 |
(171.36) |
Less: Tax expense |
402.13 |
(39.90) |
Profit/(Loss) for the year |
1,256.22 |
(131.46) |
Other Comprehensive Income/(Loss) |
0.87 |
(4.07) |
Total Comprehensive Income/(Loss) |
1,257.09 |
(135.53) |
During the year under review, there is a significant improvement in the
performance of the Company. Revenue from operations stood at `17,787.69 lakhs against
`10,347.57 lakhs in the last financial year. The Company has achieved profit before tax of
at `325.96 lakhs against loss of `171.36 lakhs in the previous financial year 2021-22. In
addition, the Company has also earned exceptional item income of `1,332.39 lakhs resulting
total profit after tax of `1,256.22 lakhs against loss of `131.46 lakhs in the previous
financial year. Your Directors are hopeful for the continuation of 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, 2023.
SHARE CAPITAL
The paid-up Equity Share Capital as on March 31, 2023 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 Company's Delisting application with Calcutta Stock Exchange is pending since
long.
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
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act,
2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014,
the Annual Return in Form No. MGT-7, is available on the Company's website and web
link for the same is: http://www.skpmil.com/ Annual Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
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 an Additional Director and
as a Whole-time Director (designated as Executive Director) on the Board w.e.f. August 10,
2023, liable to retire by rotation, subject to approval of Members in the ensuing Annual
General Meeting (AGM). He shall hold office as an Additional Director up to the date of
ensuing AGM. The Company has received requisite notice under Section 160 of the Companies
Act, 2013 from a member proposing his name for appointment as a Director of the Company.
Accordingly, the Board recommends the resolution in relation to appointment of Mr. Naynesh
Pasari as a Director, for the approval by the Members of the Company. Brief profile of Mr.
Naynesh Pasari is given in the notice convening the ensuing AGM.
Except as stated above, there was no other change in Directors and Key
Managerial Personnel of the Company, during the year under review.
Pursuant to the provisions of Section 152 of the Companies Act, 2013
and the Articles of Association of the Company, Mr. Dev Kishan Chanda (DIN:
00407123), will retire by rotation at the 51st 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, 2023 are:
Mr. Narendra Kumar Pasari (DIN: 00101426) Managing Director, Mr. Sanjiv Kumar Agarwal,
Chief Financial Officer and Mrs. Ritika Priyam who acts as Company Secretary &
Compliance Officer 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
The Company has received declarations from all the Independent
Directors confirming that they meet with the criteria of independence as prescribed under
Section 149(6) of the Act and the Regulation 16(1)(b) of the Listing Regulations. In the
opinion of the Board, the Independent Directors fulfil the conditions specified under the
Act and the Listing Regulations and are independent of the management.
BOARD EVALUATION
To comply with the provisions of Section 134 (3)(p) of the Act and the
rules made thereunder, and Regulation 17(10) of SEBI (LODR) Regulations, the Board has
carried out the annual performance evaluation of the Directors individually including the
Independent Directors (wherein the concerned director being evaluated did not
participate), Board as a whole and following Committees of the Board of Directors: i)
Audit Committee; ii) Nomination and Remuneration Committee; iii) Stakeholders'
Relationship Committee; and iv) Corporate Social Responsibility Committee.
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. 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.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board has on the recommendation of the Nomination and Remuneration
Committee (NRC'), formulated a Nomination and Remuneration Policy pertaining to
remuneration of directors, key managerial personnel and senior management as stipulated by
Section 178(3) of the Act and Regulation 19(4) of the Listing Regulations. The policy lays
down guiding principles, philosophy and basis for recommending payment of remuneration to
executive/non-executive directors and key managerial personnel. It includes criteria for
determining qualifications, positive attributes and independence of directors. There has
been no change in the policy during the year under review.
In compliance with proviso to Section 178(4) of the Act, the policy has
been hosted on the Company's website at h t t p s : / / w w w . s k p m i l . c o m /
S K P D o c u m e n t s / InvestorsDoc/20210816083053-Nomination%20and%20
Remuneration%20Policy.pdf
COMMITTEES OF THE BOARD
The Board of Directors of your Company have formed various Committees,
as per the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The terms of reference and the constitution of
these Committees are in compliance with the applicable laws. The details with respect to
the composition, terms of reference, number of meetings held etc. are given in the
"Corporate Governance Report" of the Company which is presented in a separate
section and forms a part of the Annual Report of the Company.
MEETINGS OF THE BOARD
The Board of Directors of the Company met 15 (Fifteen) times during the
year under review. The details of these Board Meetings are provided in the Corporate
Governance section forming part of the Annual 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
Company has constituted Corporate Social Responsibility (CSR)
Committee, in compliance with the provision of section 135 of the Companies Act, 2013 read
with rules framed thereunder. The Corporate Social Responsibility Policy as approved by
the Board may be accessed on the Company's website at
http://www.skpmil.com/SKPDocuments/ InvestorsDoc/20210816083240-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 Annual Report on CSR Activities for the Financial Year ended March
31,2023 as required under Section 134 and 135 of the Act read with Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies
(Accounts) Rules, 2014 is attached to this report as Annexure-A.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of 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, 2023, 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, 2023 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
Business risk evaluation and management is an ongoing process within
the Organization. The Company has a robust risk management framework to identify, monitor
and minimize risks as also identify business opportunities. The Board review the risks and
suggest steps to be taken to manage/ mitigate the risk through a properly defined
framework. During the year, no major risks were noticed, which may threaten the existence
of the Company.
INTERNAL FINANCIAL CONTROLS
The Company has adequate Internal Financial Control Systems
commensurate with its size and nature of business. The management is committed to ensuring
adequate internal controls environment which assures compliance with internal policies,
applicable laws and regulations, ensures reliability and accuracy of records, promotes
operational efficiency, protects resources and assets, helps to prevent and detect fraud,
errors and irregularities and overall minimises the risks. Internal financial controls
framework assures the reliability and accuracy of financial reporting and the preparation
of financial statements for external purposes following generally accepted accounting
principles. In addition, the Internal Auditor also performs periodic audits in accordance
with the pre-approved plan. Audit findings along with management response are shared with
the Audit Committee.
CURRENT OUTLOOK
Paper Industry in India is exhibiting one of the fastest growths being
witnessed anywhere in the world and is most likely to continue this trajectory in the
years to come. The Indian paper industry has trained personnel at all levels, and
therefore, it is able to produce high-quality paper with appropriate technology at
relatively low labour costs. It has generated significant employment opportunities for the
local community, especially in the rural areas, apart from enhancing their income. Paper
is an important raw material used in the publication and packaging industries. The growth
of the publishing and packaging industries in India is expected to drive the demand for
paper in the country. The paper industry is constantly evolving, with modern technologies
and processes being developed to improve productivity, efficiency, and quality.
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 48th Annual General Meeting of the Company to hold
office till the conclusion of the 53rd Annual General Meeting of the Company.
The Statutory Auditor Report for the financial year 2022-23 does not
contain any qualification, reservation or adverse remarks and forms part of the Annual
Report. The Statutory Auditors have not reported any fraud under Section 143(12) of the
Act.
The details relating to fees paid to the Statutory Auditors are given
in the Notes of the Financial Statements.
Cost Auditors
As per Section 148 of the Act, the Company is required to have the
audit of its cost records conducted by a Cost Accountant. The Board of Directors of the
Company has on the recommendation of the Audit Committee, approved the appointment of M/s
Vijender Sharma & Co., Cost Accountants, Delhi (Firm Registration No. 00180) as the
Cost Auditors of the Company to conduct cost audits for relevant products prescribed under
the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31, 2024. M/s
Vijender Sharma & Co. have, under Section 139(1) of the Act and the Rules framed
thereunder furnished a certificate of their eligibility and consent for appointment.
The Board on recommendations of the Audit Committee have approved the
remuneration payable to the Cost Auditor, subject to ratification of their remuneration by
the Members at the forthcoming AGM. The resolution approving the above proposal is being
placed for approval of the Members in the Notice for this AGM. In terms of Rule 14 of the
Companies (Audit and Auditors) Rules, 2014, remuneration of the cost auditor is required
to be ratified by Members. Accordingly, the Members vide an ordinary resolution at the 50th
AGM held on August 1, 2022, ratified the remuneration payable to Cost Auditor for
conducting cost audit for the year ended March 31, 2023. The cost accounts and records of
the Company are duly prepared and maintained as required under Section 148(1) of Act.
The Cost Audit Report for the financial year ended on March 31, 2022
has been filed under XBRL mode within the stipulated time period.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act 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,
2023. 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 compliance 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
Pursuant to the provisions of Section 138 of the Companies Act, 2013
and The Companies (Accounts) Rules, 2014, M/s GAMS & Associates LLP. Chartered
Accountants, was appointed by the Board of Directors to conduct internal audit of your
Company for the financial year 2022-23. The Internal Audit report is reviewed by the audit
committee from time to time.
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
To comply with the provisions of Sections 177 and 188 of the Act and
Rules made thereunder read with Regulation 23 of SEBI (LODR) Regulations, all related
party transactions are placed before the Audit Committee for approval. Omnibus approval
was obtained on a yearly basis for transactions which were of repetitive nature. All
contracts / arrangements / transactions entered into by the Company with related parties
were in the ordinary course of business and on arm's length basis.
During the year under review, your Company has not entered into any
contract/ arrangement/ transaction with related parties which could be considered material
in accordance with the Policy of the Company on Related Party Transactions. None of the
transactions with any of the related parties were in conflict with the interest of the
Company. Attention of members is drawn to the disclosure of transactions with the related
parties set out in note no. 55 of the Financial Statements, forming part of the Annual
Report.
Your Company has framed a Policy on Related Party Transactions in
accordance with the Act and SEBI (LODR) Regulations. The Policy intends to ensure that
proper reporting, approval and disclosure processes are in place for all transactions
between the Company and its related parties. The policy is uploaded on website of the
Company at www.skpmil.com Since all transactions which were entered into during the
financial year 2022-23 were on arm's length basis and in the ordinary course of
business and there was no material related party transaction, no detail is required to be
provided in Form AOC-2 prescribed under Clause (h) of Sub-section (3) of Section 134 of
the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177 of the Act and Regulation 22
of SEBI (LODR) Regulations, the Company has adopted a Vigil Mechanism / Whistle Blower
Policy to provide a platform to the Directors and Employees of the Company to raise
concerns regarding any irregularity, misconduct or unethical matters / dealings within the
Company. It is affirmed that no personnel of the Company has been denied access to the
Audit Committee. No complaint has been received under the Whistle Blower Policy during the
year under preview. The said policy is also available on the website of the Company at https://www.skpmil.com/SKPDocuments/
InvestorsDoc/20210816083029-Whistle%20Blower%20 Policy.pdf
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance and adhere to the Corporate Governance requirements set out by
Securities and Exchange Board of India. 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
The Management Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34 of the (Listing Obligations Disclosures
Requirements), Regulations, 2015 is presented in a separate section forming part of the
Annual Report of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has in place a Prevention of Sexual Harassment Policy in
line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees are covered under this
Policy. During the year under review, Company had not received any complaints on sexual
harassment.
The policy has been posted on the Website of the Company at
http://www.skpmil.com/SKPDocuments/ InvestorsDoc/20210816103633-Prevention%20of%20
sexual%20harassment%20policy.pdf.
MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES
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 (Rules') are annexed to this
report as Annexure-D
CREDIT RATING
As on March 31, 2023, the long term credit rating of the Company was
IVR BB' and short term rating was IVR A4'. Further details
are provided in Corporate Governance Report which forms part of this Annual Report.
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. No significant or material orders have been passed by any Regulator
or Court or Tribunal which can have impact on the going concern status and the
Company's operations in future.
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 Directors have devised proper systems to ensure compliance with
the provisions of the Secretarial Standards, i.e. SS-1 and SS-2, relating to
Meetings of the Board of Directors' and General Meetings',
respectively, issued by the Institute of Company Secretaries of India ("ICSI")
and such systems are adequate and operating effectively.
6. No application made or any proceeding pending under Insolvency and
Bankruptcy Code, 2016 during the year under review.
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
Board's 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 2022-23 till the date of this Report which would affect the
financial position of your Company except the following : Against our insurance claim of `
671.16 Lakhs on account of loss on fire ( refer note no: 58 of the Financial Statements) ,
the Company has received ` 670.18 Lakhs against such insurance claim and for balance
amount, discussion is under progress.
ACKNOWLEDGEMENT
Your Directors have pleasure in recording their appreciation for all
the guidance and co-operation received from all its customers, members, investors,
vendors, partners, bankers, Government authorities and other stakeholders for their
consistent support to the Company in its operations. Your Directors take this opportunity
to place on record their sincere appreciation of the dedication, contribution and sincere
services rendered by the employees of the Company at all level.
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 : August 10, 2023
ANNEXURE A'
ANNUAL REPORT ON CSR ACTIVITIES
1. Brief outline on CSR Policy of the Company
Refer Section on Corporate Social Responsibility in Board's Report
2. Composition of CSR Committee is as under:
Sl. No. Name of Director |
Designation / Nature of Directorship |
Number of meetings of |
Number of meetings |
|
CSR Committee during the
year 2022-23 |
held financial |
of CSR Committee attended
during the financial year 2022-23 |
1. Mr. Prakash Narayan Singh |
Chairman Independent Director |
0 |
|
0 |
2. Mr. Dev Kishan Chanda |
Member Non-Executive Director
(Non-Independent) |
0 |
|
0 |
3. Mr. Naynesh Pasari* |
Member Executive Director
(Whole-time Director) |
0 |
|
0 |
4. Mrs. Rakhi Verma** |
Member Non-Executive Director
(Non-Independent) |
0 |
|
0 |
* Appointed w.e.f August 10, 2023.
** Resigned w.e.f August 10, 2023.
3. Web-link where Composition of CSR Committee, CSR Policy and CSR
projects approved by the board are disclosed on the website of the Company.
The Composition of CSR committee can be accessed at
https://www.skpmil.com/SKPDocuments/
InvestorsDoc/20230810101409-Composition%20of%20Committees.pdf The CSR Policy can be
accessed at
https://www.skpmil.com/SKPDocuments/InvestorsDoc/20210816083240-Corporate%20Social%20Responsibility%20Policy.pdf
As the average profit for the last three financial years of the Company was negative,
therefore the Board of Directors of the Company was not required to approve any CSR
projects.
4. Details of Impact assessment of CSR projects carried out in
pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, if applicable (attach the report). Not Applicable
5. Details of the amount available for set off in pursuance of
sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules,
2014 and amount required for set off for the financial year, if any:
Sl. No. Financial Year |
Amount available for
set-off from preceding financial years (in `) |
Amount required to be
set-off for the financial year, if any (in `) |
|
Not Applicable |
|
6. Average net profit of the company as per section 135(5). Nil
(Being loss)
7. (a) Two percent of average net profit of the company as per
section 135(5) : N.A.
(b) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years: Nil
(c) Amount required to be set off for the financial year, if any:
Nil
(d) Total CSR obligation for the financial year (7a+7b-7c): Nil
8. (a) CSR amount spent or unspent for the financial year
2022-23:
|
|
Amount Unspent (in `) |
|
|
Total Amount Spent for the
Financial Year. (in `) |
Total Amount
transferred to Unspent CSR Account as per section 135(6). |
Amount
transferred to any fund specified under Schedule VII as per second proviso to section
135(5). |
|
Amount. |
Date of transfer. |
Name of the Fund |
Amount. |
Date of transfer. |
|
|
Not Applicable |
|
|
(b) Details of CSR amount spent against ongoing projects for the
financial year 2022-23:
(1) (2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
(9) |
(10) |
(11) |
Sl. No. Name
of the Project. |
Item from the
list of activities in Schedule VII to the Act. |
Local area
(Yes/ No). |
Location of
the project. |
Project duration. |
Amount
allocated for the project (in |
Amount spent
in the current financial |
Amount transferred to
Unspent CSR Account for |
Mode of Implementation -
Direct (Yes/No). |
Mode of
Implementation - Through Implementing Agency |
State. |
District. |
|
`). |
Year (in `). |
the project as per Section |
|
Name |
CSR
Registration number. |
|
|
|
|
|
135(6) (in `). |
|
|
|
|
|
|
|
|
|
Not Applicable |
|
|
|
|
(c) Details of CSR amount spent against other than ongoing projects for
the financial year 2022-23:
(1) (2) |
(3) |
(4) |
|
(5) |
(6) |
(7) |
|
(8) |
Sl. No. Name of the
Project |
Item from the list of
activities in schedule VII to the |
Local area (Yes/ |
Location of
the project. |
Amount spent for the
project (in `). |
Mode of implementation -
Direct (Yes/No). |
Mode of
implementation - Through implementing agency. |
|
Act. |
No). |
State. |
District. |
|
|
Name. |
CSR registration number. |
|
|
|
|
Not Applicable |
|
|
|
(d) Amount spent in Administrative Overheads: Nil
(e) Amount spent on Impact Assessment, if applicable: Not
Applicable
(f) Total amount spent for the Financial Year 2022-23 (8b+8c+8d+8e):
Not Applicable
(g) Excess amount for set off : NIL
Sl. No. Particular |
Amount (in `) |
(i) Two percent of average net profit of the
company as per section 135(5) |
|
(ii) Total amount spent for the Financial
Year |
Not Applicable |
(iii) Excess amount spent for the financial
year [(ii)-(i)] |
|
(iv) Surplus arising out of
the CSR projects or programmes or activities of the previous financial years, if any |
|
(v) Amount available for set off in
succeeding financial years [(iii)-(iv)] |
|
9. (a) Details of Unspent CSR amount for the preceding three
financial years:
Sl. No. Preceding Financial
Year. |
Amount transferred to
Unspent CSR Account under |
Amount spent in the
reporting Financial Year |
Amount
transferred to any fund specified under Schedule VII as per section 135(6), if any. |
Amount remaining to be
spent in succeeding financial |
|
section 135 (6) (in `) |
(in `). |
Name of the Fund |
Amount (in `). |
Date of transfer. |
years. (in `) |
|
|
Not Applicable |
|
|
|
(b) Details of CSR amount spent in the financial year for ongoing
projects of the preceding financial year(s):
(1) (2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
(9) |
Sl. No. Project ID. |
Name of the Project. |
Financial Year in which
the project was commenced. |
Project duration. |
Total amount allocated
for the project (in `). |
Amount spent on the
project in the reporting Financial Year (in `). |
Cumulative amount spent
at the end of reporting Financial Year. (in `) |
Status of the project -
Completed / Ongoing. |
|
|
|
Not Applicable |
|
|
|
10. In case of creation or acquisition of capital asset, furnish the
details relating to the asset so created or acquired through CSR spent in the financial
year (asset-wise details).
a) Date of creation or acquisition of the capital asset(s): Not
Applicable
b) Amount of CSR spent for creation or acquisition of capital asset: Not
Applicable
c) Details of the entity or public authority or beneficiary under whose
name such capital asset is registered, their address etc: Not Applicable
d) Provide details of the capital asset(s) created or acquired
(including complete address and location of the capital asset): Not Applicable
11. Specify the reason(s), if the company has failed to spend two per
cent of the average net profit as per section 135(5) : Not Applicable
|
Narendra Kumar Pasari |
Prakash Narayan Singh |
|
Managing Director |
Chairman CSR Committee |
|
DIN: 00101426 |
DIN: 00076392 |
Place : New Delhi |
|
|
Date : August 10, 2023 |
|
|
ANNEXURE B'
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information on Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo required to be disclosed under Section 134 (3)(m) of
the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are
provided hereunder:
(A) CONSERVATION OF ENERGY
(i) The steps taken or impact on conservation of energy;
1. Replacement of Boiler Tubes for improving Boiler efficiency and fuel
saving.
2. Replacement of old water and air pipelines for controlling leakages
and wastage.
3. Replacement of old lights with new energy efficient LED lights for
saving electricity.
4. Replacement of low efficiency pump with high energy efficient pump.
5. Atomize Steam Condensate System for power and fuel saving.
6. Installation of soft starter on motors for energy saving.
(ii) The steps taken by the company for utilizing alternate sources of
energy; None (iii) The capital investment on energy conservation equipment;
` 62.83 lakhs
(B) TECHNOLOGY ABSORPTION
(i) The efforts made towards technology absorption;
1. Replaced induction motor with highly efficient EC motor.
2. Installation of various equipments to increase the pulping capacity
in DIP section.
3. Replacement of paper machine old model VFD by new technology VFD for
getting better performance and control break-downs.
4. Modification in HD Pulper and other related equipments for improving
the quality of fibre.
(ii) The benefits derived like product improvement, cost reduction,
product development or import substitution; The Company continues to focus on the rapid
technological changes which has resulted into improvement in the productivity and cost
reduction . (iii) In case of imported technology (imported during the last three years
reckoned from the beginning of the financial year) (a) the details of technology
imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if
not fully absorbed, areas where absorption has not taken place and the reasons thereof;
Not applicable as no technology imported during the last three years.
(iv) The expenditure incurred on Research and Development; Research
& Development work is carried out in house as well as with the help of external
sources on continuous basis. The expenses incurred on this are booked under general
accounting head.
(C) FOREIGN EXCHANGE EARNINGS & OUTGO
Earnings : ` 196.48 lakhs Outgo : ` 5,673.04 lakhs
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: August 10, 2023
ANNEXURE C' SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
SHREE KRISHNA PAPER MILLS & INDUSTRIES LIMITED
4830/24, Prahlad Street, Ansari Road, Darya Ganj, New Delhi-110002
We have conducted the Secretarial Audit for the compliance of
applicable statutory provisions and the adherence to good corporate practices by SHREE
KRISHNA PAPER MILLS & INDUSTRIES LIMITED (hereinafter called the company) for the
Financial Year ended 31st March 2023. The Secretarial Audit was conducted in a
manner that provided us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of Secretarial Audit, we hereby report that in our opinion, the company
has, during the Audit period covering the financial year ended on 31st March,
2023, complied with the statutory provisions listed hereunder and also that the Company
has proper Board-processes and compliance-mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter: We have examined the books, papers, minute
books, forms and returns filed and other records maintained by the Company for the
financial year ended on 31st March, 2023 according to the provisions of
applicable following laws: (i) The Companies Act, 2013 (the Act) and the rules made
thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (SCRA') and
the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and
Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings; (v) The following Regulations and
Guidelines prescribed under the Securities and Exchange Board of India Act, 1992
(SEBI Act'):-a) The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) The
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018; (Not applicable to the Company during the Audit Period) d) The
Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999; (Not applicable to the Company during the Audit
Period) e) The Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations,2008; (Not applicable to the Company during the Audit Period)
f) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; g)
The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009; (Not applicable to the Company during the Audit Period) and h) The
Securities and Exchange Board of India (Buyback of Securities) Regulations; (Not
applicable to the Company during the Audit Period)
(vi) The other laws as may be applicable specifically in the
case of the Company on the basis of documents/information produced before us: a) Sexul
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 b) Air
(Prevention and Control of Pollution) Act, 1981 and the rules and standards made
thereunder. c) Water (Prevention and Control of Pollution) Act, 1974 and Water (Prevention
and Control of Pollution) Rules, 1975. d) Environment Protection Act, 1986 and the rules,
notifications issued thereunder. e) Weekly Holidays Act, 1942. f) Factories Act, 1948. g)
Payment of Wages Act, 1936 and other Labour Laws as applicable to the company. We have
also examined compliance with the applicable clauses of the following: i. The compliances
of the listed entity are in accordance with the applicable Secretarial Standards (SS)
issued by the Institute of Company Secretaries of India (ICSI), as notified by the Central
Government under section 118(10) of the Companies Act, 2013 and mandatorily applicable ii.
The Listing Agreement entered into by the Company with Bombay Stock Exchange (BSE) read
with Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
*The Company's delisting application with Calcutta Stock Exchange
is pending since long.
During the Audit period under review, the Company has complied with
provisions of the Act, Rules, Regulations, Guidelines, standard etc mentioned above.
We further report that
1. The Board of Directors of the Company is duly constituted with the
proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
The changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act.
2. Adequate notice is given to all directors for the Board Meetings.
Agenda and detailed notes on the agenda were sent in advance, and a system exists for
seeking and obtaining further information and clarifications on the agenda items before
the meeting and for meaningful participation at the meeting.
3. As per the minutes of the meetings duly recorded and signed by the
Chairman, the decisions of the Board were unanimously recorded.
Based upon the compliance mechanism established by the company and on
the basis of compliance certificate issued by Company Secretary of the company we further
report that there are adequate systems and processes in the company commensurate with the
size and operations of the Company to monitor and ensure compliance with applicable laws,
rules, regulations and guidelines.
We further report that during the audit period no specific events /
actions having a major bearing on the Company's affairs in pursuance of the
above-referred Laws, Rules, Regulations, Guidelines, Standards, etc.
Place: Ghaziabad, NCR for BLAK & CO.
Date: 30.05.2023 Company Secretaries
(Archana Bansal) Mg. Partner M. No. A17865
COP No.- 11714 UDIN: A017865E000421391
Note: This report is to be read with our ANNEXURE I'
of even date which are annexed and forms an integral part of this report.
ANNEXURE I'
Our Secretarial Auditor Report for the Financial Year ended 31st
March, 2023 of even date is to be read along with this letter.
Management's Responsibility
1. Maintenance of secretarial record is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
Auditor's Responsibility
2. We have followed the Audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on a test basis to ensure that correct
facts are reflected in secretarial records. We believe that the processes and practices,
we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the company.
for BLAK & CO.
Place: Ghaziabad, NCR Company Secretaries Date: 30.05.2023
(Archana Bansal) Mg. Partner M. No. A17865 COP No.-
11714 UDIN: A017865E000421391
ANNEXURE D (I)'
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
(i) The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year 2022-23;
S. No. |
Name of Director and
Designation |
Ratio of remuneration of
each Director to median remuneration of employees |
1 |
Mr. Narendra Kumar Pasari,
Managing Director |
13.23: 1.00 |
(ii) The percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary in the financial year 2022-23;
S. No. |
Name of Director/ KMP |
Designation |
Percentage increase in
Remuneration of Directors/KMP |
1 |
Mr. Narendra Kumar Pasari |
Managing Director |
9.29 |
2 |
Mr. Sanjiv Kumar Agarwal |
Chief Financial Officer |
23.96 |
3 |
Ms Ritika Priyam |
Company Secretary |
52.21 |
(iii) The percentage increase in the median remuneration of employees
in the financial year 2022-23; 11.29
(iv) The number of permanent employees on the rolls of company; 238 as
on March 31, 2023 (v) Average percentile increases already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration; Average percentage increase made in the salaries of employees
other than the managerial personnel in the last financial year i.e. 2022-23 was 17.49 %
whereas the managerial remuneration was increased by 9.29 % for the same financial year.
There is no major change in the remuneration of managerial personnel.
(vi) Affirmation that the remuneration is as per the remuneration
policy of the company.
It is affirmed that the remuneration paid is as per the remuneration
policy for Directors, Key Managerial Personnel and other Employees.
ANNEXURE D (II)'
Statement as required under Section 197(12) of the Companies Act, 2013
read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 for the year ended March 31, 2023 (i) Top ten employees in
terms of remuneration:
S. No. Name |
Age (years) |
Designation |
Remuneration (` in
Lakhs) |
Qualification and
Experience |
Date of commencement of
employment |
Last employment held |
1 Narendra Kumar Pasari |
67 |
Managing Director |
32.99 |
B. Com, 49 Years |
11-03-1974 |
- |
2 Ashok Kumar Sharma |
73 |
Sr. Vice President (L
&CA) |
18.99 |
B.Sc., LL.B., 51 Years |
05-04-2000 |
Jindal Photofilms Ltd. |
3 Sanjiv Kumar Agarwal |
54 |
Chief Financial Officer |
16.42 |
B. Com, FCA, 31 Years |
03-05-1993 |
Mehra Goel & Co. |
4 Man Singh |
65 |
DGM (Sales & Marketing) |
9.50 |
Matriculation, 45 Years |
01-08-1981 |
Bishwanath Industries Limited |
5 Surinder Kumar Kaushal* |
38 |
DGM (Process) |
8.76 |
Diploma in Chemical
Engineering (Spl. In Pulp & Paper) 15 Year |
03-04-2022 |
ITC Limited - Paperboards
& Specialty Papers Division, |
6 Harish Chander |
59 |
DGM (Commercial) |
8.21 |
B. Com, 39 Years |
01-09-1984 |
- |
7 Dharambir Singh |
54 |
DGM (Mechanical) |
7.56 |
Diploma in Mech. Engg. 34
Years |
13-01-2010 |
Rama News Print Limited |
8 Bhupendra Kumar Sharma |
60 |
DGM (HR & Administration) |
7.20 |
MA, LLB 40 Years |
02-05-2007 |
Marshal India Ltd |
9 Raj Singh Soam |
54 |
Manager (Electrical) |
7.18 |
B. Tech 30 Years |
01-11-2016 |
Harvest Gold Industries Pvt
Ltd |
10 Khirod Kumar Jena |
60 |
Sr. Manager (Cutter &
Reminder) |
6.65 |
Intermediate, 43 Years |
05-03-2010 |
Manish Paper & Board
Mills Ltd |
*Employed for part of the year.
(ii) Employed throughout the financial year and in receipt of
remuneration aggregating not less than `102 lakhs per annum: None
(iii) Employed for part of the year and in receipt of remuneration
aggregating not less than `8.50 lakhs or more per month: None
(iv) Employed throughout the financial year or part thereof, and was
in receipt of remuneration in the year which, in the aggregate, or as the case may be, at
a rate which, in the aggregate, is in excess of that drawn by the Managing Director or
Whole-time Director or Manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the company: None
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 : August 10, 2023 |
|
|