Balkrishna Paper Mills Ltd
Your Directors have pleasure in presenting the Ninth Annual Report of the Company alongwith Audited Financial Statements for the financial year ended 31st March2022.
1. FINANCIAL RESULTS:
The summary of the financial performance of the Company for the financial year endedMarch 312022 compared to the previous year ended March 312021 is given below:
(Rs in Lakhs)
|Particulars ||2021-22 ||2020-21 |
|Net Turn overand Other Income ||24458.94 ||12925.23 |
|Profit/(Loss) before Depreciation and Tax ||(1188.02) ||(1932.48) |
|Less:Depreciationand Amortisation ||617.35 ||633.46 |
|Profit / (loss) before Tax ||(450.71) ||(2565.94) |
|Less:Provision forTaxation: || || |
|CurrentTax ||- ||- |
|Deferred Tax (Net) ||18.06 ||18.89 |
|Profit/ (Loss) afterTax ||(468.77) ||(2584.83) |
|Add / (Less) : Other Comprehensive Income (net of taxes) ||(4.49) ||1.07 |
|Total Comprehensive Income/ (Expenses) for the year ||(473.26) ||(2583.76) |
uring the year under review the Gross turnover and other Income of your Company was '24458.94 Lakhs as compared to'12925.23Lakhs in the previous year. The net Loss for theyear stood at ' 468.77Lakhs against Loss of '2584.83Lakhs in the previous year.
Your Directors have not recommended any dividend for the financial year under review.
4. SHARE CAPITAL:
Allotment of Preference Shares:
During the year under review the Company had issued and allotted 5000000- 6.5% Non-Cumulative Redeemable Preference Shares of ' 100 each aggregating ' 500000000 (RupeesFifty Crores) for cash at par as fully paid up to the Promoters Promoters Group andothers on Preferential basis. The said Preference Share are not listed with StockExchanges.
The issued subscribed and paid up Share Capital of the Company as on 31stMarch 2022 are as under: -Equity Share Capital: ' 10.74 Crore -Preference ShareCapital:Rs135 Crore
Disclosure under Reg 32(7A) of SEBI (LODR) Regulations 2018.
The Proceeds of the preferential issue of Preference Shares have been completelyutilized as per the terms of the issue of Preference Shares.
The Company has not issued shares with differential voting rights nor granted stockoptions nor sweat equity. As on 31st March 2022 none of the Directors of theCompany hold convertible instruments in the Company.
5. RE-CLASSIFICATION UNDER REGULATION 31A OF SEBI (LODR) REGULATIONS 2015:
During the year under review the Board of Directors at its meeting held on 7thAugust 2021 had approved the request received from certain Promoters ("OutgoingPromoters") for reclassifying them from "Promoter and Promoter Group"category to "Public" category shareholders of the Company.
Accordingly BSE Limited and National Stock Exchange of India Limited vide theirrespective letter dated 28thDecember 2021 had approved the Re-classificationofOutgoing Promoters to "Public" category in terms with the provisions ofRegulation 31A of Listing Regulations. The summary of the ShareholdingPre-Reclassification &Post Reclassification are as follows:-
|Re classification || |
|Shares Held ||Percentage ||Shares Held ||Percentage |
|Pre Reclassification ||6304874 ||58.71 ||4434970 ||41.29 |
|Post Reclassification ||6304748 ||58.70 ||4435096 ||41.30 |
6. REVISION OF FINANCIAL STATEMENT:
There was no revision of the financial statements for the year under review.
7. MANAGEMENT DISCUSSION AND ANALYSIS: Global Economic Overview
Global growth is projected to slow from an estimated 6.1 percent in 2021 to 3.6 percentin 2022 and 2023. This is 0.8 and 0.2 percentage points lower for 2022 and 2023respectively than projected in January. Beyond 2023 global growth is forecast to declineto about 3.3 percent over the medium term. War-induced commodity price increases andbroadening price pressures have led to 2022 inflation projections of 5.7 percent inadvanced economies and 8.7 percent in emerging market and developing economies.Multilateral efforts to respond to the humanitarian crisis prevent further economicfragmentation maintain global liquidity manage debt distress tackle climate change andend the pandemic are essential. As we moved into the second half of this calendar yearthe global economy continues to face a series of obstacles ranging from COVID-19lockdowns soaring energy and food prices climate crisis geo-political risks to abroadening drive by central banks to combat high inflation making it hard to beoptimistic for the rest of 2022.The International Monetary Fund's latest World EconomicOutlook rolled back growth prospects for the world fuelling fears of a global recession.Indian Economic review
Two years into the COVID-19 pandemic the Indian economy continues to be plagued byuncertainty with surgent waves of mutant variants supply- chain disruptions and areturn of inflationin both advanced and emerging economies.
Indian economy as seen in quarterly estimates of GDP has been staging a sustainedrecovery since the second half of 2020-21. The economic impact of the second wave of thepandemic inApril- June 2021 was muted compared to the national lockdown of the previousyear.
As per the National Statistical Office (NSO) the first advance estimates expansion ofGDP growth at 9.2 per cent in 2021-22. India the largest economy in the region isexpected to grow by 6.4 per cent in 2022 well below the 8.8 per cent growth in 2021 ashigher inflationary pressures and uneven recovery of the labour market will curb privateconsumption and investment.
The Indian economy was impacted by the second wave of the pandemic which affectedeconomic growth across the first quarter of the financial year under review. Economicmomentum was dragged down by the second wave of the pandemic. Rebounding economic activitystarted together momentum in the second quarter facilitated by theebbing of infectionseasing of restrictions and as harp pick-up in the pace of vaccination.
India is exporting papers to various countries including UAE China Saudi ArabiaBangladesh Vietnam Sri Lanka Europe USA and African Countries. Exports have beenrising in the last few years due to capacity expansion and technological up-gradationundertaken by Indian paper mills leading to better product quality which has found wideracceptance globally. As per IPMA exports of coated paper and paperboard increased by 100per cent uncoated writing and printing paper by 98 per cent tissue paper by 75 per centand kraft paper by 37 per cent.
According to the IMF's latest World Economic Outlook projections India's real GDP willgrow at 9% in 202122 and 2022-23 and 7.1% in 2023-2024 making it the world's fastestgrowing major economy for all three years. The Indian government continued to providefiscal support to the economy against the backdrop of the pandemic in 2021. Theauthorities estimate that the overall fiscal deficit will reach 6.9 percent of GDP for the2022 fiscal year which is higher than deficits prior to the pandemic.
It is true that uncertainties in the global business ecosystem will send cripplingheadwinds toward India. Inflation and supply chain disruptions will remain entrenched forsome time. However domestic demand and the desire of global businesses to look for moreresilient and cost-effective investment and export destinations among other factors willhelp India ride this tide of headwinds. The optimism about India's economic recoveryalthough slightly bruised remains intact.
Your Company is engaged in manufacturing and marketing of quality Coated DuplexBoards.During the year under review the Company produced 48537 Tonnes of Paper Board ascompared to 35189 Tonnes in the previous year. The Company has reduced its losses fromRs.2584.83 Lakhs (FY 2020-21) to Rs.468.77 Lakhs (FY 2021-22).
During the year under review BPML's operating performance was affected due to shortageof domestic coal and high price of imported coal. Your Company has suffered losses due toincrease in cost of raw materials high Coal prices sea freight. Further lockdown due toCovid-19 in the first quarter of the FY 2021-22 shut down of the plant due to Boilerpassing & temporary shut-down of plant during February/ March 2022 resultant in lessproductions.
Internal Audit and Control
Your Company's maintains all its records in ERP Systems and maximum approvals arerouted through this system. The Company has laid down adequate systems and supported bythe procedures for ensuring internal financial controls. The Company has appointed anexternal audit firm as Internal Auditors for day to day checking and monitoring theinternal control measures. Internal Auditors are present at the Audit Committee Meetingswhere internal Audit Reports are discussed along with management comments and the finalobservation of the Internal Auditor. All the internal and external audits are completed intime. There are no non-compliances in respect of the processes / systems inplace and verywell appreciated by the external agencies conducting audit.
An effective control is exercised by the top management who monitors various keyperformance indicators regularly through Management reviews & other means and ensuresthat all the critical business functions exceeds expectations with timely interventions asrequired.
Opportunities Threats and Risk
The Company has been strengthening its risk management processes with the objective ofenhancing organizational stability and predictability. Due to slowdown of the economycould have an adverse effect on the revenues of the Company. The existing Paperboardplayers alive to the emerging international threats have been aggressively pursuingquality improvement programs coupled with cost rationalization. Increasingly more moderntechnologies are sought to be implemented with added focus on environmental compliance.
Though there is considerable improvement in COVID 19 pandemic situation there arestill bottlenecks / many challenges in the supply chains due to non availability longlead times rejections due to quality issues etc. in coal and raw material procurementsspecially from foreign markets thus severely affecting production schedules. Delays inprocurement process impacts revenue growth. In spite of all these hurdles your company isquite optimistic on future growth opportunities.
The Company has prioritized the personal development of its employees and the creationof a future-ready leadership team. The Company's talent management system believes ininternal grooming of our employees preparing them to take on higher responsibilities.This helped the Company strengthen its internal talent pool andreduce its dependence onexternal recruitment.The industrial relations at both unit at Ambivali and Bhiwandiarecordial.
The HR department of the Company was continuously in touch with employees to guide andsolve problems. It created awareness regarding COVID-19 and educated employees aboutprecautions. The Company conducted all interviews through telephone and video calls inreference to the need for social distancing. The Company prepared asystematic operatingplan to address COVID-19 after the lockdown is lifted.
The report contains forward looking statements describing expectations estimatesplans or words with similar meaning. The Company's actual results may differ from thoseprojected important factors that could make the difference to the Company operationsinclude prices of raw material power and finished goods changes in Governmentregulations economic developments globally and within India. The Company cannot guaranteethat the assumptions and estimates in the 'forward looking statements' are accurate orwill be realized.
8. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirement set out by the SEBI. The Company hascomplied with the requirements of Corporate Governance as stipulated under the ListingRegulations 2015 and accordingly the Report on Corporate Governance together withCertificate from the Auditors of the Company confirming compliance of conditions ofCorporate Governance as stipulated under the aforesaid regulations forms part of theAnnual Report.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL Forgo of Remuneration:
Shri Anurag Poddar Chairman and Managing Director and Shri Ankit Poddar ExecutiveDirector have forgone their monthly remuneration due to poor financial position of theCompany with effective from 1st April 2019 and continue to do so till furthercommunication. Directors appointment / reappointment:
In pursuance of Article 86(1) of Articles of Association of the Company Shri AnkitPoddar Director is liable to retire by rotation at the ensuing annual general meeting andbeing eligible offers himself for reappointment. Your Directors commend hisre-appointment.
Shri Dileep H. Shinde on recommendation of the Nomination and Remuneration Committeewas appointed as an Additional Independent Director by the Board w.e.f. 7thAugust 2021 and who holds office upto the date of ensuing Annual General Meeting (AGM).Shri Dileep H. Shinde is eligible to be appointed as an Independent Director. It isproposed to appoint Shri Dileep H. Shinde as an Independent Director not liable to retireby rotation for a period of five years from the date of appointment.
During the year under review Shri Harish N. Motiwalla has resigned as an IndependentDirector w.e.f4th March 2022 due to his preoccupation. The Board has assentedthe same.
Brief particulars of Directors being appointed/ re-appointed as required by the SEBI(LODR) Regulations 2015 and Secretarial Standards on General Meetings are provided in theAnnexure to the notice convening the AGM of the Company.
Declarations by Independent Directors:
All the Independent Directors of the Company have given requisite declarations thatthey meet the criteria of independence as provided in Section 149(6) read with Schedule IVof the Companies Act 2013 and also Regulation 16(1)(b) of SEBI (LODR) Regulations 2015.
The Company has received declaration from all Independent Directors of the Companyconfirming that they meet with the criteria of independence as laid down under Section149(6) of the Companies Act 2013 as well as Regulation 16(1)(b) of the ListingRegulations 2015.
10. NOMINATION AND REMUNERATION COMMITTEE:
The composition role terms of reference as well as powers of the Nomination andRemuneration Committee of the Company meets the requirements of Section 178 of theCompanies Act 2013 and Regulation 19 of the SEBI (LODR) Regulations 2015. Composition:
The Committee comprises of three(3) Independent Directors.
The composition of the Nomination and Remuneration Committee* and category of membersis given in the table below:
|Sr. No. ||Name of the Director ||Category |
|1 ||Shri Harish N. Motiwalla # ||Independent Director |
|2 ||Shri Dileep H. Shinde ## ||Independent Director |
|3 ||Shri Rakesh N. Garodia ||Independent Director |
|4 ||SmtMeghnaS.Shah ||Independent Director |
* During the year under review one Meeting was held on August 07 2021.
# Shri Harish N. Motiwalla resigned w.e.f March 4 2022. ## Board reconstitutedNomination and Remuneration Committee and appointed Shri Dileep H. Shinde as Chairmanw.e.f. May 24 2022.
Company's Policy on appointment and remuneration of Directors.
The Company has devised the Nomination and Remuneration Policy for the selectionappointment and remuneration of the Whole time Directors Key Managerial Personnel andSenior Management Personnel. The extract of Nomination and Remuneration Policy is providedin the Corporate Governance Report and forms part of this Annual Report.
The Company's policy on remuneration for Directors and Senior Management employees aredisplayed on the website of the company at www.bpml.in.
Criteria for appointment of Independent Directors. The Independent Directors shall beof high integrity with relevant experience and expertise in the fields of manufacturingmarketing finance taxation law governance and general management so as to have adiverse Board.
Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theNomination and Remuneration Committee has laid down the criteria for evaluation of theperformance of individual Directors the Board as a whole. Evaluation of performance isundertaken annually.
The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors at a separately convened meeting. The performanceevaluation of the Independent Directors was carried out by the entire Board (excluding theDirector being evaluated). The Company has implemented a system of evaluation on the basisof a structured questionnaire which comprises evaluation criteria taking intoconsideration various performance related aspects.
The Directors expressed their satisfaction with the evaluation process.
Remuneration of Non-Executive Directors : The
Non- executive Directors shall be entitled to receive remuneration by way of sittingfees reimbursement of expenses for participation in Board/Committee meetings andcommission if any after approval of the members.
11. DIRECTOR'S RESPONSIBILITY STATEMENT: Pursuant to Section 134(3)(c) and 134(5) ofthe Companies Act 2013 with respect to Directors' Responsibility Statement yourDirectors to the best of their knowledge here by confirm:
a) That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures.
b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2022 and of the Profit of the Company for that year under review;
c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) That the Directors have prepared the accounts for the financial year on goingconcern basis;
e) The Directors have laid down internal financial controls which are adequate andwere operating effectively.
f) The Directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
12. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:
a. BOARD MEETINGS:
The Board of Directors met 4 times during the year on the following dates in accordancewith the provisions of the Companies Act 2013 and also rules made thereunder.
June 04 2021 August7 2021 November13 2021 February12 2022.
In addition to the above Independent Directors Meeting was also held on March112022.
b. COMMITTEES OF THE BOARD:
The Board has the following Committees:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders Relationship Committee;
4. Risk Management Committee
5. Finance Committee;
6. Share transfer Committee.
The details of these Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
13. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return in Form No. MGT - 9 for the financial year ended 31st March2022 made under the provisions of Section 92(3) of the Act is attached as Annexure I whichforms part of this Report and is also available on the Company's websiteat www.bpml.in .
14. FIXED DEPOSITS
During the year under review your Company has not accepted any fixed depositsand therewere no unclaimed deposits or interest thereon as on 31st March 2022.
15. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to Financial Statements.
16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has framed a Whistle Blower Policy to deal with instances of fraud andmismanagement if any. The details of the Policy are given in the Corporate GovernanceReport and the policy is posted on the Company's websiteatwww.bpml.in.
17. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were inthe ordinary course of business and were on an arm's length basis. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other related parties which may have a potential conflict with theinterest of the Company at large.
All related party transactions for the year are placed before the Audit Committee aswell as before the Board for approval. The transactions entered into with related partiesare reviewed on a quarterly basis by the Audit Committee.
The policy on Related Party Transactions as approved by the Audit Committee and Boardis uploaded on the Company's website at www.bpml.in.
The details of the transactions with Related Parties to be provided in Form AOC-2 isannexed herewith as Annexure-II.
Members can refer to Note No. 37 to the Financial Statements which set out relatedparty disclosures.
18. RISK MANAGEMENT FRAMEWORK:
The Board of Directors of the Company has Risk Management Framework to avoid eventssituations or circumstances which may lead to negative consequences on the Company'sbusinesses and define a structured approach to manage uncertainty and to make use ofthese in their decision making pertaining to all business divisions and corporatefunctions. Risk Management Policy is available on Company's website at www.bpml.in.
Further your Board has constituted a Risk Management Committee inter alia to monitorand renew the risk management framework.
19. DISCLOSURE OF ORDERS PASSED BY REGULATORS ORCOURTS OR TRIBUNAL
During the year under review. There were no order shave been passed by any Regulator orCourt or Tribunal which can have impact on the going concernst at us and the Company'soperations in future.
20. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:
There were no material changes and commitments which could affect the Company'sfinancial position have occurred between the end of the financial year of the Company anddate of this report.
21. CONSERVATION OF ENERGY TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure III which forms part of this Report.
22. INDUSTRIAL RELATIONS:
Industrial relations with staff and workmen during the year under review continued tobe cordial.
23. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL)ACT 2013:
The Company has formulated and implemented a policy of prevention of sexualharassmentat the work place with mechanism of loading red ressal complaints. During theyear under review there were no complaints reported to the Board.
24. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURESAS PER RULE 5 OF COMPANIES(APPOINTMENT & REMUNERATION) RULES 2014:
The information required pursuant to Section 197 of the Companies Act 2013 read withrule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company will be provided upon request interms of section196 of the Act. The Report is beings ent to all the Shareholders of the Company and ofheren titled there to excluding the information particulars of which is available forinspection by the Member sat the Registered office of the Company during business hours onworking days of the Company upto the date of the vensuing Annual General
Meeting. Members interested in obtaining a copy there of may write to the CompanySecretary in this regard.
The matters related to Audit or sand their Reports are as under:
a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2022:
The observations made by the Statutory Auditors in their report for the financial yearended 31st March 2022 read with the explanatory notes here in are self- explanatory andtherefore do not call for any further explanation or comments from the Board underSection134(3) of the Companies Act 2013.
Further there were no adversere marks or qualifications or reservations in the auditreport submitted by auditors.
b. COST AUDITORS:
Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 the Board of Directors have appointedM/s.K.G. Goyal & Associates Cost Accountants as a cost auditor of the Company forthe Financial Year 2022-23 at a remuneration of Rs.40000/-per annum plus applicable taxreimbursement of travelling and other amount of pocket expenses incurred by them atactuals.
There munerati on to be paid to Cost auditors requirer atification by the shareholdersand accordingly necessary resolution for ratification for seeking approval of members isincluded in Notice of ensuing AGM.
Cost Audit Report for the financial year ended 31st March 2021 was filedwith Central Government on 18th October 2021.
c. 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 GMJ & Associates Company Secretaries in Practice to under take SecretarialAudit for the financial year 2022-23.
There is no Secretarial audit qualification for the year under review. M/s GMJ &Associates Company Secretaries has issued Certificate dated24th May 2022certifying that none of the Directors on the Board of the Company during the Financialyear 2021-22 has been debarred or disqualified from being appointed or continuing asdirectors of the company by SEBI MCA or any such other Statutory authority.
SecretarialAudit Report and Secretarial Compliance Report for the financial year ended31 st March 2022 and Certificate of Non Disqualification of Directors areannexed herewith as Annexure - IV.
26. CHANGE IN REGISTRAR AND SHARE TRANSFER AGENT
During the year under review your Company has changed its Registrar and Share TransferAgent from Link Intime India Private Limited to Purva Sharegistry (India) Private Limitedw.e.f. 18.02.2022.
All the properties / assets including buildings furniture/ fixtures and insurableinterest soft he Company are adequately insured.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
i. No unclaimed dividend amount lying with the Company which needs to be transferred toInvestor Education and Protection Fund (IEPF).
ii. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
i ii. Details in respect of frauds reported by auditors under sub-section (12) ofsection 143 other than those which are reportable to the Central Government
iv. The details of application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year alongwith their status as at the end ofthe financial year.
v. The details of difference between amount of the valuation done at the time ofone-time settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the banks government authorities customers vendors dealersagent and shareholders during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the Company'sexecutives staff and workers.
|For and on behalf of the Board of Directors || |
| ||Anurag P. Poddar |
| ||Chairman & Managing Director |
| ||DIN:00599143 |
|Place:Mumbai || |
|Date:24thMay 2022 || |