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Chadha Papers Ltd.

BSE: 531946 Sector: Industrials
NSE: N.A. ISIN Code: INE669W01018
BSE 00:00 | 03 Feb Chadha Papers Ltd
NSE 05:30 | 01 Jan Chadha Papers Ltd
OPEN 8.75
PREVIOUS CLOSE 8.75
VOLUME 5
52-Week high 8.75
52-Week low 8.75
P/E
Mkt Cap.(Rs cr) 9
Buy Price 9.15
Buy Qty 1100.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.75
CLOSE 8.75
VOLUME 5
52-Week high 8.75
52-Week low 8.75
P/E
Mkt Cap.(Rs cr) 9
Buy Price 9.15
Buy Qty 1100.00
Sell Price 0.00
Sell Qty 0.00

Chadha Papers Ltd. (CHADHAPAPERS) - Director Report

Company director report

Dear Members

Your directors have pleasure in presenting their 29th Annual Report on theaffairs of the company together with the Audited Statement of Accounts for the year ended31st March 2019.

1) FINANCIAL SUMMARY

The Company's financial performances for the financial year under review along withprevious financial year's figures are given hereunder:

(In Rupees)

Particulars F.Y. ended on 31st March 2019 F.Y. ended on 31st March 2018
Total Revenue 4287073075 4301078287
Total Expenditure 4255518960 4341364274
Profit/{Los$) before taxation 31554115 (40285987)
Less: Tax Expense
Current Income Tax / Wealth Tax 2882634 -
Deferred Income Tax 23513708 (12167386)
- MAT Credit (2882634) -
Profit/(Loss) after tax (9459593) (28118601)

2) DIVIDEND

No dividend has been declared by the Company.

3) AMOUNTS TRANSFERRED TO RESERVES

No amount has been transferred to reserves during the year under review.

4) STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Your Company is engaged in the business of manufacturing producing marketingexporting and dealing in all kinds and varieties of paper Board Kraft Paper Semi Kraftand other paper products. During the said reporting financial year the Company hasincurred a loss of Rs. 9459593 /- (Rupees Ninety Four Lacs Fifty Nine Thousand FiveHundred Ninety Three Only).

During the year under review your Company has achieved a Total Revenue of approx. Rs4287073075/- as against Rs. 4301078287/- recorded in the previous year.

Your Company is focusing on repositioning of product lines improving internalefficiencies and making investments in expansion and building production capacities and tofurther penetrate in the global market. Your Company expects high revenue in the comingyears.

5) CHANGE IN NATURE OF BUSINESS

There has not been any change in the nature of business of the Company.

6) DEPOSITS

During the year under review your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).

7) INTERNAL FINANCIAL CONTROLS

The Company has appointed Internal Auditors to check the Internal Controls and alsocheck whether the workflow of the organization is in accordance with the approved policiesof the Company. Board of Directors has adopted proper procedure and policies for ensuringthe efficient conduct of business including proper utilization of resources safeguardingof its assets detection of frauds and errors and timely preparation of FinancialStatements and fair and true disclosure in the same.

Company has appointed Mr. Deepak Babu Membership No. (071579) as the Internal Auditorto monitor and evaluate adequacy of internal control system in the Company. Interna!Auditors submit their report on the last day of every month to the management and based onthe report of internal audit function process owners take corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions are reported to the Audit Committee.

8) AUDITORS' REPORT

Auditors report for the year is self-explanatory and require no further clarification.

Members of the Company had approved appointment of M/s Khandelia & SharmaChartered Accountants as the Statutory Auditors at the 28th (Twenty Eighth) AnnualGeneral Meeting of the Company held on September 27 2018 for a term of consecutive five(5) years. The amended provisions of the Section 139 of the Companies Act 2013 andCompanies (Audit and Auditors) Rules 2014 by the Companies (Amendment) Act 2017 and theCompanies (Audit and Auditors) Amendment Rules 2018 respectively omitted the provisionsrelating to annual ratification of the Auditors with effect from May 7 2018. As such theappointment of Auditors is not required to be ratified each year at the Annual GeneralMeeting of the Company and accordingly M/s Khandelia & Sharma Chartered Accountants(Registration No. 510525C) hold office for a consecutive period of five (5) years untilthe conclusion of 33rd Annual General Meeting of the Company to be held in 2023 withoutfollowing the requirement of ratification of their appointment every year.

9) STATUTORY AUDITORS

Members of the Company had approved appointment of M/s Khandelia & SharmaChartered Accountants as the Statutory Auditors at the 28th (Twenty Eighth) AnnualGeneral Meeting of the Company held on September 27 2018 for a term of consecutive five(5) years. The amended provisions of the Section 139 of the Companies Act 2013 andCompanies (Audit and Auditors) Rules 2014 by the Companies (Amendment) Act 2017 and theCompanies (Audit and Auditors) Amendment Rules 2018 respectively omitted the provisionsrelating to annual ratification of the Auditors with effect from May 7 2018. As such theappointment of Auditors is not required to be ratified each year at the Annual GeneralMeeting of the Company and accordingly M/s Khandelia & Sharma Chartered Accountants(Registration No. 510525C) hold office for a consecutive period of five (5) years untilthe conclusion of 33rd Annual General Meeting of the Company to be held in 2023 withoutfollowing the requirement of ratification of their appointment every year.

10) DISCLOSURE ABOUT COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act 2013 read withCompanies (Audit and Auditors) Rules 2014 the Company has appointed M/s. M/s. Ajay KumarSingh & Co. as the Cost auditor to conduct the Cost Audit of the Company for theFinancial Year 2018-19.

11) DISCLOSURE ABOUT INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Board of Directors of the Company has appointed Mr.Deepak Babu Membership No.-071579 as Internal Auditor to conduct Internal Audit of theCompany for the Financial Year ended 31st March 2019

12) DISCLOSURE ABOUT SECRETARIAL AUDIT

In terms of Section 204 of The Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Secretarial Auditis applicable to the Company for the year under review.

Your Company has availed the services of M/s M.K. Mandal & Associates (MembershipNo - 5538) Company Secretaries in practice to conduct the Secretarial Audit of theCompany for the Financial Year ended March 31$t 2019. The Secretarial AuditReport in Form MR -3 is attached as Annexure I to this Report.

Secretarial Auditors report for the year is self-explanatory and requires no furthercomments or clarification.

13) MATERIAL CHANGES AND COMMITMENTS. IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

NIL

14) DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATE COMPANY(S)

As on 31st March 2019 the Company has one Subsidiary as mentioned hereinbelow:-

1. Manorama Paper Mills Limited (Subsidiary Company)

As per the requirements of Section 129(3) of the Companies Act 2013 the Company hasprepared consolidated financial statements of the Company and its Subsidiary Companywhich forms part of this Annual Report.

Further a statement containing the salient features of the Subsidiary Company in theprescribed format AOC-1 is annexed as Annexure II.

Your Company formulated a Policy on Material Subsidiary as required under Regulation 16of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and it hasbeen reviewed by the Directors.

Also a separate statement indicating the performance of Subsidiary as required underRule 8 of Companies (Accounts) Rules 2014 are annexed in Annexure HI.

Company has not complied with the following requirements as per Regulation 24 of SEBI(Listing Obligations and Disclosure Requirements) Regulations; 2015:-

1. Company has not appointed any Independent Director of the Holding Company in itsmaterial Subsidiary Company

2. The minutes of the Board Meetings of the subsidiary companies are not placed at theBoard Meetings of the Holding Company.

15) BOARD EVALUATION

15) BOARD EVALUATION

Pursuant to the provisions of Section 134 of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 mandates that the Board shallmonitor and review the Board evaluation framework. Accordingly the performance evaluationprocess of the Board involves following multiple levels:-

• Board as a whole

• Committees of the Board

• Individual Directors and the Chairpersons (Including Independent and Non-Independent Directors)

• The Board has devised the following parameters for the performance evaluation ofDirectors and Committees:-

• Strategy and performance evaluation

• Governance and Compliance

• Knowledge and Competency

The Board subsequently evaluated its own performance the working of its Committees(Audit Committee Nomination and Remuneration Committee Corporate Social ResponsibilityCommittee and Stakeholders Relationship Committee respectively) and Independent Directors(without participation of the relevant Director).

16) NUMBER OF BOARD MEETINGS

The meetings are convened by the Board at regular intervals by giving appropriateadvance notice to Directors.

The maximum interval between any two meetings was well within the maximum allowed gapof 120 days. During the Financial Year ended 31st March 2019 Six (6) meetings of theBoard were held details of which are as follows:

Directors presence in Board meeting

SI. No. Date of Board Meeting Board Strength Anand Sharma Amanbir Singh Sethi Sanmeet Singh Naveen Sexena Surjeet Kaur
1. 30/05/2018 5 Yes Yes Yes Yes Yes
2. 14/08/2018 5 Yes Yes Yes Yes Yes
3. 28/08/2018 5 Yes Yes Yes Yes Yes
4. 10/09/2018 4 Yes Yes Yes Yes No
5. 14/11/2018 4 Yes Yes Yes Yes No
6. 14/02/2019 5 Yes Yes Yes Yes Yes

17) PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are indicated in the financial Statements of the Companyand forms part of this Annual Report.

18) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered by the Company with Related Parties were in the OrdinaryCourse of Business and at Arm's Length pricing basis. The Audit Committee granted omnibusapproval for the transactions (which are repetitive in nature) and the same was reviewedby the Audit Committee and the Board of Directors. Suitable disclosures as required havebeen made in the Notes to the financial statements.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies Accounts) Rules 2014 is set out as Annexure IV.

The related party transactions Policy has been placed on the website of your Company www.chadhapaperslimited.com.

19) FRAUDS REPORTED BY THE AUDITORS

No fraud has been reported in their report for the financial year ended as on 31stMarch 2019 by the Auditors of the Company under Section 143(12) of the Companies Act2013.

20) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company continuously strives to conserve energy adopt environment friendlypractices and employ technology for more efficient operations.

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 Annexure V tothis Report.

21) EXTRACT OF ANNUAL RETURN

As per the requirement of Section 92 of the Companies Act 2013 read with Rule 12 ofthe Companies (Management and Administration) Rules 2014 the extract of Annual Returnin format MGT -9 for the Financial Year 2018-19 has been enclosed with this report as AnnexureVI.

22) RISK MANAGEMENT

In today's economic environment Risk Management is a very important part of business.The main aim of risk management is to identify monitor and take precautionary measures inrespect of the events that may pose risks for the business. The Company has in place amechanism to identify assess monitor and mitigate various risks to key businessobjectives. Major risks i.e. competition legal changes change in Government policiesavailability of finance manpower as identified by the company are systematicallyaddressed through mitigating actions on a continuing basis. The Company has a riskmanagement policy for risk identification assessment and control to effectively managerisk associated with the business of the Company. The Policy is available on the websiteof the Company i.e. www.chadhapoperslimited.com

23) DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as provided under Section 149(6) of theCompanies Act 2013 ("the Act") and Regulation 16{l)(b) of SE6I (ListingObligations and Disclosure Requirements) Regulations 2015. The terms of appointment ofIndependent Directors may be accessed on the Company's website at the link www.chadhapaperslimited.com.

24) DETAILS OF FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Senior management personnel of the Company make presentations to the Board Members on aperiodical basis briefing them on the operations of the Company plans strategy risksinvolved new initiatives etc. and seek their opinions and suggestions on the same.

The Directors are briefed on their specific responsibilities and duties that may arisefrom time to time.

The details of familiarization Programme is available on www.chadhapaperslimited.com

All the Independent Directors attended the Familiarisation Programme which helped theIndependent Directors to improve their expertise in Corporate Governance.

25) COMMITTEES OF THE BOARD

Currently the Board has four Committees:-

A) Audit Committee.
B) Stakeholder's Committee.
C) Nomination & Remuneration Committee.
D) Corporate Social Responsibility Committee.

1. Audit Committee

The Audit Committee constituted by the Board of Directors pursuant to Section 177 ofthe Companies Act 2013 and Regulation 18 of SEBI (Listing Obligations DisclosureRequirements) Regulations 2015 comprises of three directors namely:-

The members of Audit Committee are as follows:-

i) Mr. Naveen Sexena Chairman - Independent Oirector
ii) Mr. Anand Sharma Member -Independent Director
iii) Mr. Amanbir Singh Sethi Member - Whole Time Director.

The Chairman of the Committee was present at the last Annual General Meeting of theCompany held on 27th September 2018.

2. Nomination & Remuneration Committee

The Nomination & Remuneration Committee constituted by the Board of Directorspursuant to Section 178 of the Companies Act 2013 Regulation 19 of SEBI (ListingObligations Disclosure Requirements) Regulations 2015 comprises of three directorsnamely:-

i) Mr. Naveen Sexena Chairman Independent Director

ii) Mr. Anand Sharma Member Independent Director

iii) Mr. Sanmeet Singh Member Non-Executive Director

The Committee is responsible to identify persons who are qualified to become directorsor senior management employees and recommend to the Board their appointment /removalcompensation etc.

As per the requirement of Section 134(3)(e) Policy on Nomination and Remuneration ofDirectors is annexed herewith as Annexure VII

3. Stakeholders Relationship Committee

The Stakeholders Relationship Committee constituted by the Board of Directors pursuantto Section 178 of the Companies Act 2013 and Regulation 20 of SEBI (Listing ObligationsDisclosure Requirements) Regulations 2015 comprises of three directors namely:-

i) Mr. Anand Sharma Chairman.

ii) Mr. Sanmeet Singh Member.

iii) Mr. Amanbir Singh Sethi Member.

Stakeholders Relationship Committee's role is to resolve the grievances of SecurityHolders and to note that all the grievances of Stakeholder's has been resolved timelyduring the year.

4. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee constituted by the Board of Directorspursuant to Section 135 of the Companies Act 2013 comprises of three directors namely:-

i) Mr. Anand Sharma Chairman.

ii) Mr. Sanmeet Singh Member.

iii) Mr. Amanbir Singh Sethi Member.

26) DETAILS REGARDING CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility is commitment of the Company to improve the quality oflife of the workforce and their families and also the community and society at large. TheCompany believes in undertaking business in such a way that it leads to overalldevelopment of all stake holders and Society. Company has the motive to:-

1. Drive the Development agenda in a manner that benefits the poor and othercommunities in our surroundings thereby significantly improving Human Life.

2. Move beyond mere asset creation to behavior change through focus on demandgeneration for all interventions thereby enabling participation contribution and assetcreation for the community.

Corporate Social Responsibility policy was adopted by the Board of Directors on therecommendation of Corporate Social Responsibility Committee.

Your Company adopted a policy on Corporate Social Responsibility in the above mentionedmeeting and the policy can be accessed through the web link - www.chadhapapersUmited.com

27) DETAIIS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sanmeet Singh (DIN: 01139468) Director of the Company retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.The Board recommends the same for your approval.

Mr. Rahul Sharma Company Secretary of the Company was resigned from the office as on10th of September 2018 and Mr. Kuldeep Tiwari has been appointed as the Company Secretaryof the Company on the same date.

28) REMUNERATION POLICY

The Policy on selection of Directors including criteria for determining qualificationspositive attributes and Directors' Independence and the Remuneration Policy for DirectorsKey Managerial Personnel and other employees as required under sub-section (3) of Section178 of the Companies Act 2013 are available on the Company's website which may beaccessed at the www.chadhapaperslimited.com.

29) VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has implemented a Whistle Blower Policy pursuant to Section 177(9) of theCompanies Act 2013 read with Rule 7 of the Companies {Meetings of Board and its Powers)Rules 2014 and Regulation 22 of the Listing Regulations the Board of Directors hadapproved the Policy on Vigil Mechanism/ Whistle Blower pursuant to which Whistle Blowercan raise concerns relating to reportable manner such as breach of code of conduct fraudcorruption employee misconduct misappropriation of funds etc. The same was hosted on thewebsite of the Company. Your Company hereby affirms that no Director/ employee have beendenied access to the Chairman of the Audit Committee and that the complaints received wereaddressed properly during the year.

The Board had approved Vigil Mechanism/ Whistle Blower Policy. The policy has beenuploaded on the Company's website i.e. www.chadhapaperslimited.com.

30) DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OffTRIBUNAL

There has been no order passed by any authority which impact the going concern statusand company's operations in future.

31) DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION& REDRESSAL) ACT. 2013

The Company is committed to provide a safe and conducive work environment to itsemployees. During the year under review:-

1) No. of complaints filed during the financial year: 0

2) No. of complaints disposed of during the year: Not applicable

3) No. of complaints pending as on end of the financial year: Not applicable

32) PARTICULARS OF REMUNERATION

The Statement of particulars of Appointment and Remuneration of Managerial personnel asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed as AnnexureVIII to this Annual Report.

33) DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2019 and of the profit/loss of the Company for that period;

c) the directors had taken proper and sufficient care 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) the directors had prepared the annual accounts on a going concern basis;

e) the directors has laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

34) CORPORATE GOVERNANCE REPORT

The company is committed to maintain the highest standard of corporate governance andadhere to the corporate governance requirements set out by SEBI. Report on CorporateGovernance is appended as Annexure IX.

35) AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

As per the requirements of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the auditor's certificate on corporate governance isappended as Annexure X to this Board's Report.

36) CEO / CFO CERTIFICATION

The Whole Time Director and Chief Financial Officer of the Company have certified interms of Regulation 17(8} of the Listing Regulations to the Board that the financialstatements present a true and fair view of the Company's affairs and are in compliancewith existing accounting standards applicable laws and regulations. A Certificate withrespect to above said matter is annexed with this report as Annexure XI

37) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Your Company has laid down a detailed analysis of the Company'soperational and financial performance as well as the initiatives taken by the Company inkey functional areas such as Human Resources Quality etc. is separately discussed in theManagement Discussion and Analysis Report which forms part of this Annual Report inAnnexureXU.

38) DECLARATION SIGNED BY THE CHIEF EXECUTIVE OFFICER STATING THAT THE MEMBERS OF BOARDOF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED COMPLIANCE WITH THE CODE OFCONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT.

As per the requirements of Schedule V of SEBI {Listing Obligations and DisclosureRequirements) Regulations 2015 the auditor's certificate on corporate governance isappended as Annexure XHI to the Board's Report.

ACKNOWLEDGMENT

The Board places on record its appreciation for the valuable support and co-operationfor the various Govt. Agencies Bank customers suppliers client employees andshareholders and look forward to their continued support in future.

By order of the Board

For Chadha Papers Limited
Place: Noida (Amanbir Singh Sethi) (Sanmeet Singh)
Date: 30.08.2019 Whole Time Director Director
DIN-01015203 DIN-01139468