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Agio Paper & Industries Ltd.

BSE: 516020 Sector: Industrials
NSE: N.A. ISIN Code: INE112C01011
BSE 00:00 | 16 May 4.94 -0.25
(-4.82%)
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NSE 05:30 | 01 Jan Agio Paper & Industries Ltd
OPEN 4.94
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VOLUME 30
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OPEN 4.94
CLOSE 5.19
VOLUME 30
52-Week high 6.12
52-Week low 1.72
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Agio Paper & Industries Ltd. (AGIOPAPER) - Director Report

Company director report

#MDStart#

MANAGEMENT DISCUSSION AND ANALYSIS

Dear Shareholders

Your directors have pleasure in presenting the 36th Annual Report togetherwith the Audited Statement of Accounts of Agio Paper & Industries Limited for the yearended March 31 2021.

1. SUMMARISED FINANCIAL HIGHLIGHTS

Current Year Previous Year
Gross Turnover and other receipts 40550 38601
Profit / (Loss) before Exceptional Items and Depreciation (11389420) (14678752)
Less: Exceptional Items - -
Profit/(Loss) Before Depreciation (11389420) (14678752)
Less: Depreciation (806544) (807535)
Profit /(Loss) Before Tax (12195964) (15486287)
Less: Provision for taxation - -
Profit /(Loss) After Tax (12195964) (15486287)
Less: Other Comprehensive Income
(i) Items that will not be reclassified to Profit or Loss (59191) (17243)
Profit /(Loss) Net Tax and Comprehensive Income (12255155) (15503530)

2. BUSINESS PERFORMANCE

The operation of paper factory at Bilaspur is under suspension since 6th October 2010because of pollution control issues. Efforts are being made to comply with the norms andalternate means are also explored to start the factory along with new paper mill and powerplant. In view of future plans and valuation of fixed Assets of the company no impairmentof fixed assets is envisaged by the management.

3. FUTURE OUTLOOK

Being restricted by the Central Pollution Control Board's order the option of exploringother areas of business has always been in the mind of management till the restrictionsare lifted. The company is constantly envisaging the avenues related to generation ofenergy from renewable resources.

4. DIVIDEND

In absence of any production activities no operational profit was generated forrecommendation of dividend for the financial year ended 31st March 2021.

5. SHARE CAPITAL

The paid-up Equity Share Capital as on March 31 2021 was Rs.16.12 crores andPreference Share Capital is Rs. 32.57 Crores. During the year ended 31st March 2021 thecompany has not issued any Share.

6. CREDIT FACILITIES

The company is debt free with no debts existing to Banks or Financial Institutions.

7. ECONOMIC SCENARIO AND OUTLOOK

The nationwide lockdown and the consequent suspension of economic activity due to theCOVID-19 pandemic will severely impact economic growth during the FY 20-21. The COVID-19pandemic shows no signs of abating with India emerging as the new pandemic hotspot. As ondate the government has started opening up the lockdown gradually but economic activitybeing curtailed during the lockdown will need time to recover from the demand and supplyshock given by COVID-19 situation.

8. PAPER INDUSTRY OUTLOOK AND OPPORTUNITIES

The paper industry in India has become more promising as the domestic demand is on therise. Increasing population and literacy rate growth in GDP improvement in manufacturingsector and lifestyle of individuals are expected to account for the growth in the paperindustry of India.

9. CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the company yet the Company has been over the yearspursuing as part of its corporate philosophy an unwritten CSR policy voluntarily whichgoes much beyond mere philanthropic gestures and integrates interest welfare andaspirations of the community with those of the Company itself in an environment ofpartnership for inclusive development.

10. HUMAN RESOURCES

The well-disciplined workforce who has served the company for three decades lies at thevery foundation of the company's major achievements and this trend is set to continue. Themanagement has always carried out systematic appraisal of performance and impartedtraining at periodic intervals. The company has always recognized talent and hasjudiciously followed the principal of rewarding performance.

11. BUSINESS RISK MANAGEMENT

The prudent principles of risk minimization no longer are an option but have become acompulsion these days.

In keeping with these norms the board took a well-informed decision to initiate theprocedure and thereafter formally adopted steps for framing implementing and monitoringthe risk management plan for the company. The objective of this policy is ensuringstability of business and its sound growth and also to promote a proactive approach inreporting evaluating and resolving risks associated with the business. In order toachieve the key objective the policy establishes a structured and disciplined approach toRisk Management in order to guide decisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these risks are assessed and steps as appropriate are taken to mitigate the same.

12. INTE RNAL CO NTROL SYSTE M AND THEIR ADEQUACY

The system of internal control as well as Internal Financial Controls over Financialswhich are established are commensurate with the size and nature of business. Detailedprocedures are in place to ensure all assets are safeguarded and protected against lossand all transactions are authorized recorded and reported properly. The internal controlsystem is monitored and evaluated by internal auditors and their reports are reviewed bythe audit committee. Even through this non-production period the Company continues toensure proper and adequate systems and procedures commensurate with its size and nature ofits business.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act 2013 the Company has complied with thelaws and the codes of conduct applicable to it and has ensured that the business isconducted with integrity and accordingly the Company has adopted a vigil mechanism policy.This policy is explained in corporate governance report and also Posted on the website ofcompany.

14. SEXUAL HARASSMENT POLICY

The Company has also framed a policy on prevention of Sexual Harassment of Women atWorkplace which commits to provide a workplace that is free from all forms ofdiscrimination including sexual harassment.

As per the Policy any complaint received shall be forwarded to an Internal ComplaintCommittee ("ICC") formed under the Policy for redressal. The investigation shallbe carried out by ICC constituted for this purpose. There was no such complaint during theyear.

A Number of Complaints Filed during the FY 0
B Number of Complaints Disposed of during the FY 0
C Number of Complaints pending as on the end of the FY 0

15. DIRECTORS & COMMITTEES

During the year under review Mr. Ankit Jalan (DIN: 02577501) has resigned from thepost of the Whole Time Director w.e.f. 13th February 2021 and Mr. MalayChakraborty (DIN: 03106149) is appointed as an Executive Whole Time Director w.e.f. 13thFebruary 2021 whose appointment s proposed for regularization at the ensuing AnnualGeneral Meeting of the company.

Mr. Rahul Agarwal (PAN: AMBPA1229N) has been appointed at the post of CompanySecretary/Compliance Officer with effect from 13th October 2020

All Independent directors have given declaration that they meet the criteria ofIndependence as laid down under section 149(6) of the Companies Act 2013 and regulation16(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015.

16. BOARD EVALUATION

Pursuant to the provisions of companies Act 2013 and SEBI (Listing Obligations &Disclosure Requirements) Regulation 2015 the Board has carried out annual performanceevaluation of its own performance the directors individually as well the evaluation ofthe working of its Audit Nomination & Remuneration and Stakeholder committee. Themanner in which the evaluation has been carried out has been explained in CorporateGovernance Report.

17. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirRemuneration. The Remuneration Policy is stated in the Corporate Governance Report.

18. MEETINGS

During the year Seven Board Meetings and One Independent Directors' meeting was held.The Details of which are given in Corporate Governance Report. The provisions of CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 asamended from time to time were adhered to while considering the time gap between twomeetings.

19. AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors:

Name Status Category
Mr. Suraj Narayan Jaiswal Chairman Non-Executive & Independent Director
Mr. Ankit Jalan Member Executive Director
Mrs. Mohini Agarwal Member Non-Executive & Independent Director

20. NOMINATION AND REMUNERATION COMMITTEE

The company is having a Nomination and Remuneration committee comprising of thefollowing directors:

Name Status Category
Mr. Suraj Narayan Jaiswal Chairman Non-Executive & Independent Director
Mr. Umesh Kumar Dhanuka Member Non-Executive & Independent Director
Mrs. Mohini Agarwal Member Non-Executive & Independent Director

21.DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended March31 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2021 and of the profit of the Company for the year ended on thatdate;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

22. RELATED PARTYTRANSACTIO NS

There were no material contracts or arrangements entered into by the company inaccordance with provisions of section 188 of the Companies Act 2013.AIl Related PartyTransactions in usual course were placed before the Audit Committee as also the Board forapproval. The policy on Related Party Transactions as approved by the Board is uploaded onthe Company's website.

None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany Further there were no Related Party transactions with the Promoters of PromotersGroup who hold more than 10% Shareholding or Voting rights in the company.

23.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

24. AUDITORS STATUTORY AUDITORS

As per section 139(8) of the Companies Act 2013 M/s Baid Agarwal Singhi & CoChartered Accountants (FRN: 328671E) shall be appointed as Statutory Auditors of theCompany at the ensuing Annual general Meeting for a period of five years.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Miss Pooja Bansal (CP No.: 18524 ACS: 50458) Company Secretaries to undertakethe secretarial audit of the company. The Secretarial Audit Report is annexed herewith as'Annexure 1'.

Remarks: The remark given by the Secretarial Auditor is well noted and it was clarifiedthat in absence of any Company Secretary this delay occurred.

INTERNALAUDITORS

M/s. V. SETHIA & CO Chartered Accountants performs the duties of internal auditorsof the company and their report is reviewed by the audit committee from time to time.

COST AUDITORS

Appointment of Cost Auditors and maintenance of Cost Records is not applicable to theCompany.

25. CORPO RATE GOVERNANCE

As per SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 asamended from time to time of the Listing Agreement with the Stock Exchanges a separatesection on corporate governance practices followed by the Company together with acertificate from the Company's Secretarial Auditor confirming compliance forms an integralpart of this Report.

26. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "Annexure2"

27. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT - 9 is annexedherewith as "Annexure 3" as well as it is disclosed on the website of thecompany on the following link http://agiopaper.com/Compliance.html.

28. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended in respectof employees of the Company is as follows:

The company has Two Executive Directors and due to financial constraints being faced bythe company the Whole Time Director has forgone remuneration. The Remuneration of theother Executive Director is disclosed in detail in the Extract of Annual Return in formMGT-9 of the Company. Further no sitting fees has been paid to any director during theyear.

In terms of the amended rules the names of the top ten employees in terms ofremuneration drawn are provided in "Annexure 4"

The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 as amended are:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

The remuneration paid to all Key management Personnel was in accordance withremuneration policy adopted by the company.

29.IMPAIRMENT OF ASSETS & CAPITAL WORK-IN-PROG RESS

The paper plant was closed on 6th October 2010 to fulfill certain pollution controlmeasures. The management of the Company has disposed off its entire plant & machineryand substantial portion of CWIP during the last year. The management of the company isconsidering various alternative business plans to utilize the remaining PPE of thecompany. Further the management does not for see any impairment in the remaining PPE ofthe company.

30. FINANCIAL VIABILITY OF COMPANY

The financial viability of the company is totally dependent on the ability of thecompany to infuse funds into the company.

31. ACKNOWLEDGEMENTS

The company has been very well supported from all quarters and therefore your directorswish to place on record their sincere appreciation for the support and co-operationreceived from Employees Dealers Suppliers Central and State Governments Bankers andothers associated with the Company.

Your Directors wish to thank the banks financial institutions shareholders andbusiness associates for their continued support and cooperation.

We look forward to receiving the continued patronage from all quarters to become abetter and stronger Company.

32. CAUTIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations.

Various factors such as economic conditions changes in government regulations taxregime other statues market forces and other associated and incidental factors mayhowever lead to variation in actual results.

For and on behalf of the Board of Directors
Kolkata RASHMI RANJAN MALAY
DEBETA CHAKRABORTY
Date: 19th April 2021 (CFO) (Executive Director)
PAN: ALSPD3810E DIN:03106149

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