Your Directors have pleasure in presenting the 10'h AnnualReport for your Company together the Audited Statements of Accounts for the Financial yearended 31st March 2020.
1. FINANCIAL HIGHLIGHTS:
The Standalone and Consolidated Financial Results for the Year ended 31stMarch 2020 are as follows:
(Rs. in Lacs)
|Particulars ||Standalone ||Consolidated |
| ||FY 19-20 ||FY 18-19 ||FY 19-20 ||FY 18-19 |
|Income from Operations ||35900.89 ||37394.89 ||35890.29 ||37398.13 |
|Other Income ||150.88 ||63.11 ||137.38 ||147.39 |
|Total Income ||36051.77 ||37458.00 ||36027.67 ||37545.51 |
|Expenses ||34011.80 ||33867.01 ||34047.78 ||33726.66 |
|Profit before tax ||2039.97 ||3590.99 ||1979.89 ||3818.85 |
|Less: Tax Expenses ||688.71 ||1179.70 ||637.89 ||1058.61 |
|Profit after Tax ||1350.90 ||2412.39 ||1341.63 ||2761.33 |
2. CONSOLIDATED FINANCIAL AND OPERATIONAL REVIEW:
During the year under review the Company has achieved turnover of Rs.358.90 Crores compared to the previous of Rs. 373.98 Crores. The total income onConsolidated basis for the FY. 2019-20 at Rs. 358.90 Crores has been lower by 4.03 %compared to the total income of the previous year while the profit after tax onconsolidated basis for the year was lower by 51% at Rs. 13.42 Crores compared to theprevious year and profit after tax on standalone basis for the year is Rs. 13.51 Croreswhich is also lower by 44% compared to the previous year.
There are no material changes or commitments affecting the financialposition of the Company which have occurred between the end of the financial year and thedate of this Report.
We have current long term borrowings outstanding on consolidated basisas on 31s' Mar 2020 is Rs. 1898.74 Lakh.
We expect the H1FY20-21 to bear the full brunt of the COVID - 19impacting both revenue and profitability. As all are aware that consumer demand hasdeclined acroos the sectors on a global basis. This has resulted in global kraft paperprices remaining soft and on the other hand our costs has gone up both operational costand raw material prices. As our raw material is imported in lockdown period facedadditional costs with ports and CFS not following government order for waiver ofground rent which has been occurred because of disruption in transportation and slowdocumentation.
After getting approval from government company has started itsoperation in lockdown to provide paper for essential items packaging requirements. Andduring first quarter company has operated @ around 60% of the capacity.
With a view to conserve resources and expansion of business yourDirectors have thought it prudent not to recommend any dividend for the financial yearunder review.
6. TRANSFER TO RESERVES:
Your Company does not propose to transfer any amount to any reserve ofthe Company for the year under review.
7. SHARE CAPITAL:
The Issued Subscribed and Paid up Equity Share Capital of the Companyas on 31st March 2020 was Rs. 4650.00 Lacs divided in to 46500000 EquityShares of Rs. 10.00 each.
Your Company has not accepted any deposits within the meaning ofSection 73 and 74 of the Companies Act 2013 read together with the Companies (Acceptanceof Deposits) Rules 2014 (including any statutory modification(s) or re- enactment(s) forthe time being in force).
9 PARTICULARS OF LOANS GAURANTEESOR INVESTMENTS UNDER SECTION 186:
Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to Section 152 of the Companies Act 2013 and the Articles ofAssociation of the Company Shri Karshanbhai Patel Director (DIN: 00048167) is liable toretire by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. Necessary resolution for his re- appointment is included inthe Notice of 10th AGM for seeking approval of members.
On the recommendation of the Nomination and Remuneration CommitteeShri Dhiren Parikh (DIN: 08525317) and Shri Yogesh Patel (DIN: 03613259) were appointed asan Additional Independent Director of the Company with effect from 03rd August2019 and members have been approved appointment of both Independent Directors of theCompany for the period of five years in the previous 09'h Annual GeneralMeeting.
On the recommendation of the Nomination and Remuneration CommitteeBoard has appointed Shri Ramakant Patel (DIN: 00233423) as Whole Time Director of theCompany for a period of 5 (Five) years with effect from 01st October 2019 andsubsequent members have been approved his appointment for the period of five years asWhole Time Director of the Company in the previous 09'h Annual General Meetingof the Company.
Further the first term of appointment of Ms. Chaitali Parikh (DIN:07189130) Independent Director will be expiring and based on her skills experienceknowledge performance evaluation and recommendation of the Nomination and RemunerationCommittee and Board of Directors it is proposed to re-appoint her for the second term of5 (Five) consecutive years up to the conclusion of the 15'h Annual Generalmeeting to be held in the calendar year 2025 or up to 25th September 2025whichever is earlier.
The brief resume of Ms. Chaitali Parikh as required under Regulation36 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 formsa part of the Notice of the 10'h Annual General Meeting of the Company.
The Company has received a declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence as perSection 149(6) of the Companies Act 2013 and Regulation 16 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015and as per Regulation 25(8) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 they have alsoconfirmed by way of declarations that they are not aware of any circumstances orsituation which exists or may be reasonably anticipated that could impair or impact their
ability to discharge their duties with an objective independentjudgment and without any external influence.
Shri Sanjiv Srivastava (DIN:07361850) and Shri Shyam Agrawal(DIN:03516372) Directors accustomed to act as an Independent Director resigned from thepost of Independent Director of the Company with effect from 05'h August 2019and 11'h November 2019 respectively and the Board of Directors took note ofthe same at the Board Meeting held on 03rd August 2019 and 11'h November2019 respectively. The Board of Directors places on record their deep appreciation of thevaluable guidance and contribution made by Shri Sanjiv Srivastava and Shri Shyam Agrawalduring their tenure as Independent Director of the Company. Further Sanjiv Srivastava andShri Shyam Agrawal Independent Director resigned as Independent Director and member/chairman from all committees due to thier pre- occupancy in other assignment. FurtherSanjiv Srivastava and Shri Shyam Agrawal have provided confirmation that no such materialreasons other than those provided in their resignation letter.
All the Directors of the Company have registered themselves with theIndian Institute of Corporate Affairs ("IICA"). Further Shri Dhiren ParikhIndependent Director had passed online proficiency test as per the requirement of the Rule6(4) of the MCA Notification dated October 22 2019.
KEY MANAGERIAL PERSONNEL
During the year there was no change amongst the Key ManagerialPersonnel. The following persons are the Key Managerial Personnel of the Company pursuantto Section 2(51) and Section 203 of the Companies Act 2013 read with the Rules framedthereunder.
Shri Kirit Patel Managing Director
Shri Ramakant Patel Whole Time Director
Shri Parth Patel Chief Financial Officer
Shri Uttam Patel Company Secretary and Compliance Officer
11. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITSCOMMITTEES AND INDIVIDUAL DIRECTORS:
In compliance of the Companies Act 2013 and Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard has put in place a mechanism for evaluation of its own performance Committee andIndividual Directors. The evaluation of the Board Committees Directors and Chairman ofthe Board was conducted based on the evaluation parameters such as Board composition andStructure effectiveness of the Board participation at meetings domain knowledgeawareness and observance of governance etc.
12. FAMILIARISATION PROGRAMME:
The Company has put in place an induction and familiarization programmefor all its Directors including the Independent Directors. The familiarization programmefor Independent
Directors in terms of provisions of Regulation 46 (2) (i) of ListingRegulations is uploaded on the website of the Company.
13. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134 (3) (c) of the CompaniesAct 2013 with respect to Director's Responsibility Statement your Directors herebyconfirm the following:
a) in the preparation of the annual accounts for the financial yearended 31st March 2020 the applicable accounting standards have been followed;
b) the directors have selected such accounting policies and appliedconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;
c) the directors have taken proper and sufficient care towards themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d) the directors have prepared the annual accounts on a going concernbasis;
e) the directors have laid down internal financial controls which areadequate and operating effectively;
f) the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and such systems are adequate and operatingeffectively.
14. BOARD MEETINGS:
The Board of Directors met 4 (Four) times during the F.Y. 2019- 20. Thedetails of the board meetings and the attendance of the Directors is provided in theCorporate Governance Report forming part of this Report.
15. COMMITTEES OF THE BOARD:
Currently the Board has four (04) Committees:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholder Relationship Committee
d) Corporate Social Responsibility Committee
e) Executive Committee
A detailed note on the Board and its committees composition andcompliances as per the applicable provisions of the Act and Rules are provided under theCorporate Governance Report.
16. STATUTORY AUDITOR:
M/s S.N Shah & Associate Chartered Accountants (FRN:109782W )were appointed as a Statutory Auditors of the Company with the approval of members at the7th Annual
General Meeting to hold office till the conclusion of the 12th AnnualGeneral Meeting to be held in the year of 2022. The Notes on financial statement referredto in the Auditors' Report are self-explanatory and do not call for any furthercomments. The Auditors' Report does not contain any qualification reservationadverse remark or disclaimer.
17. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors has appointed M/s Pinakin Shah & Co. Company Secretaries inpractice as the Secretarial Auditors of the Company to undertake the Secretarial Audit ofthe Company for the FY 2019- 20. Your Company has received consent from M/s. Pinakin Shah& Co. Company Secretaries in practice to act as the Secretarial Auditors forconducting the audit of the secretarial records for the F.Y ending on 31stMarch 2021.
18. SECRETARIAL STANDARD
The Company is in compliance with Secretarial Standards on Meetings ofBoard of Directors and General Meetings issued by the Institute of Company Secretaries ofIndia.
19. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS
The Company has not maintain cost records as specified by the CentralGovernment under sub- section (1) of Section 148 of the Companies Act 2013 as the saidprovisions are not applicable to Company.
20. CREDIT RATING
Brickwork Ratings has assigned long term debt rating of BWR BBB-(read as BWR BBB minus) and short term rating of BWR A3 (read as BWR A three) on bankfacilities of INR 59.76 Cr. as on 31s' March 2020 and expressed outlook asstable.
21. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The Internal Audit function is handled by anexternal firm of Chartered Accountants. The Internal Control Systems are regularly beingreviewed by the Company's Internal Auditors with a view to evaluate the efficacy andadequacy of Internal Control Systems in the Company its compliance with operatingsystems accounting procedures and policies at all locations of the Company and to ensurethat these are working properly and wherever required are modified/ tighten to meet thechanged business requirements.
The scope of the Internal Audit is defined and reviewed every year bythe Audit Committee and inputs wherever required are taken from the Statutory Auditors.Based on the report of Internal Auditors major audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.
Our management assessed the effectiveness of the Company'sinternal control over financial reporting (as defined in Clause 17 of SEBI Regulations2015) as of March 31 2020. The Statutory Auditors of the Company have audited thefinancial statements included in this annual report and have issued an attestation reporton our internal control over financial reporting (as defined in Section 143 of CompaniesAct 2013).
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
Information required under Section 134 (3) (m) of the Companies Act2013 read with the Rule 8 (3) of the Companies (Accounts) Rules 2014 as amended from timeto time is attached as "ANNEXURE - A" to this Report.
23. RISK MANAGEMENT:
Regulation 21 is not Applicable to Company but your Company has anelaborate Risk Management procedure covering Business Risk Operational ControlsAssessment and Policy Compliance processes. Major risks identified by the businesses andfunctions are systematically addressed through mitigating actions on a continuous basiswithin the risk appetite as approved from time to time by the Board of Directors.
24. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:
Company has wholly owned subsidiary Balaram Papers Pvt. Ltd located atMehsana Gujarat and which is doing 100% Job work of Astron paper & Board MillLimited. The Company has formulated a policy for determining material'subsidiaries pursuant to the provisions of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. The said policy is available at the Company website atwww.astronpaper.com.
Pursuant to the provisions of Section 129 (3) of the Act a statementcontaining the salient features of financial statements of the Company's subsidiaryin Form AOC-1 is given in "ANNEXURE- B". Your Directors have pleasure inattaching the Consolidated Financial Statements pursuant to Regulation 33 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 which have been prepared inaccordance with the applicable provisions of the Companies Act 2013 and Indian AccountingStandards ("Ind AS") for financial year ended 31st March 2020 andapproved by the Board. These Consolidated Financial Statements have been prepared on thebasis of the Audited Financial Statements of the Company and its Subsidiary Company asapproved by their respective Board of Directors.
Further pursuant to the provisions of Section 135 of the CompaniesAct 2013 the financial statements of the Company consolidated financial statements alongwith relevant documents and separate audited financial statements in
respect of subsidiaries are available on the website of the company.
25. CORPORATE GOVERNANCE:
Your Company is committed to good Corporate Governance and has takenadequate steps to ensure that the requirements of Corporate Governance as laid down inRegulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015are complied with. The details are given in "ANNEXURE- C".
The Board has framed Code of Conduct for all Board members and SeniorManagement of the Company and they have affirmed the compliance during the year underreview.
The Board has during the year amended the framed "Code ofPractices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation". The Code casts obligations upon the Directors and Officers of theCompany to prevent / preserve Price Sensitive Informations which may likely to have abearing on the share price of the Company. Those who are in the knowledge of any suchinformation are prohibited to use such information for any personal purpose. Similarlythe Code also prescribes how such information needs to be handled disclosed or madeavailable to the Public through Stock Exchanges Company's website Press Mediaetc. The Company Secretary & Compliance Officer has been entrusted with the duties toensure compliance.
The Board has received MD/CFO Certification under Regulation 17 (8) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
As per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Corporate Governance Report and the Secretarial Auditor'sCertificate regarding compliance of conditions of Corporate Governance are attached andforms part of the Annual Report.
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As per Regulation 34 (2) (e) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis Reportis set out in a separate section included in this Annual Report and forms part of thisReport.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The details of Corporate Social Responsibility Committee has beenprovided under Corporate Governance section of this Annual Report. The CSR Policy can beaccess on the Company's website at www.astronpaper.com. The report as per Section 135of the Companies Act 2013 read with Companies (Corporate Social Responsibility Policy)Rules 2014 is attached as "ANNEXURE- D".
28. EXTRACT OF ANNUAL RETURN:
Extract of the Annual Return of the Company in Form No. MGT 9 isattached as "ANNEXURE - E" to this report.
29. PARTICULARS OF EMPLOYEES:
Disclosure pertaining to remuneration and other details in terms of theprovision of Section 197 (12) of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in"ANNEXURE-F" to this Report.
The focus for the year was on Capability Building Employee Engagementand Key Talent Management. The total number of employees as on 31st March 2020were 292.
30. SECRETARIAL AUDIT REPORT:
The Secretarial Audit Report for the financial year ended 31stMarch 2020 is annexed with the Directors' Report and forms part of the Annual Reportas given in "ANNEXURE- G".
With regard to qualifications of the Secretarial Auditor the Board ofDirectors state as under:
For the violation of Insider Trading by Designated Person Mr. BipinPatel (VP Finance) his service has been terminated. He undertaken trades during windowclosure period. The Company has intimated such violation to SEBI after the close of theaccounting year. The notice for recovery of penalty as prescribed by the SEBI has beenissued and amount is not recovered till the date of this report.
The Fixed Assets and Stocks of your Company are adequately insured.
32. VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY:
The Vigil Mechanism of the Company which also incorporates a whistleblower policy in terms of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. It has been communicated to the Directors andemployees of the Company.
The Policy on vigil mechanism and whistle blower policy may be accessedon the Company's website at www.astronpaper. com.
33. CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
All the related party transactions that were entered during thefinancial year were on arm's length basis and in the ordinary course of business.There were no materially significant related party transactions made by the Company withPromoters Directors or Key Managerial Personnel or other designated persons etc. whichmay have potential conflict with the interest of the Company at large or which requiresthe approval of the shareholders. Accordingly no transactions are being reported in FormAOC- 2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts)Rules 2014. However the details of the transactions with Related Party are provided inthe Company's financial statements in accordance with the Accounting Standards.
All the Related Party Transactions were placed before the AuditCommittee and also before the Board for its approval. Prior omnibus approval was obtainedfor the transactions which are of a foreseen and repetitive in nature. A statement of allrelated party transactions are placed before the Audit Committee on a quarterly basisspecifying the nature value and terms and conditions of the transactions.
The Company has framed a Related Party Transactions policy for thepurpose of identification and monitoring of such transactions. The policy on materialityof related party transactions as approved by the Board and may be accessed on theCompany's website at www.astronpaper.com.
34. POLICY RELATING TO PREVENTION OF SEXUAL HARASSMENT:
Your Company has adopted a policy on prevention prohibition andredressal of sexual harassment at the workplace in line with the provision of the SexualHarassment at Workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and Rules made there under.
During the financial year 2019-20 there was no complaint / case ofsexual harassment and hence no complaint remains pending as on 31st March2020.
35. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant and material orders passed by any regulator orcourt or tribunal impacting the going concern status and your Company's operations infuture.
36. DETAILS OF FRAUDS REPORTED BY THE AUDITORS:
During the year under review neither the Statutory Auditor nor theSecretarial Auditor have reported to the Audit Committee under Section 143 (12) of theCompanies Act 2013 any instances of fraud committed against the Company by its officersor employees.
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions/ instances on these itemsduring the year under review:
a) There has been no material change in the nature of business duringthe year under review.
b) Issue of equity shares with differential rights as to dividendvoting or otherwise nor issued shares (including sweat equity shares) to the employees orDirectors of the Company under any Scheme.
c) There were no events to report that has happened subsequent to thedate of financial statements and the date of this report.
d) Neither the Managing Director nor the Whole Time Directors of theCompany receive any remuneration or commission from any of its subsidiaries.
Your Company has maintained healthy cordial and harmonious industrialrelations at all levels. Your Directors wish to place on record their sincere appreciationfor significant contributions made by the employees through their dedication hard workand commitment towards the success and growth of your Company. Your Directors take thisopportunity to place on record their sense of gratitude to the shareholders dealersdistributors consumers Banks Financial Institutions Central and State GovernmentDepartments their Local Authorities and other agencies working with the Company for theirguidance and support. The Directors look forward to the continued support of allstakeholders in future also.
| ||For and on behalf of the Board |
| ||Sd/- |
| ||Shri Kirit Patel |
|Date: 11-08-2020 ||Chairman & Managing Director |
|Place: Ahmedabad ||DIN:03353684 |