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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 0.00
P/E 5.43
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 0.00
P/E 5.43
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 31st AnnualReport on the affairs of the company together with the Audited Statement of Accounts forthe year ended 31st March 2021.

FINANCIAL SUMMARY

The Company's financial performances for the financial year underreview along with previous financial year's figures are given hereunder:

(Amount in Rs. except E.P.S.)

PARTICULARS Standalone Consolidated
31/03/2021 31/03/2020 31/03/2021 31/03/2020
Total Income 3563318083 4403086900 3563318083 4403035447
Total Expenses 3651415532 4493371100 3651458082 4493502058
Profit before Exceptional Items & Tax (88097449) (90284200) (88139999) (90466611)
Less: Exceptional Items - - - -
Less: Current Tax - - - -
MAT Credit Entitlement - - - -
Deferred Tax 1821976 (47899063) 1821951 (47899043)
Profit/Loss after Tax before minority interest and share in profit of associate (89919424) (42385137) (89961949) (42567569)
Add: share of loss transferred to minority interest - - - -
Add: Other Comprehensive Income 1606795 107933 1606795 107933
Balance carried to Balance Sheet (88312629) (42277204) (88355119) (42459629)
E.P.S. (8.81) (4.15) (8.82) (4.17)

DIVIDENDAND TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The board has not declared any dividend for any of the previous yearsand the same has not been declared this year as well.

Further the clause regarding transfer of unclaimed dividend to IEPFaccount is not applicable on the company as company never declared dividend in the pastyears.

AMOUNTS TRANSFERRED TO RESERVES

No amount has been transferred to reserves during the year underreview.

CAPITAL STRUCTURE

The Authorised share capital of the Company as at 31stMarch 2021 was Rs. 1000000000/-(Rupees Hundred Crores only) comprising of 10500000Equity Shares of Rs.10/-each aggregating to Rs. 105000000/-(Rupees Ten Crores FiftyLakh Only) and 8950000 (Eighty Nine Lakhs Fifty Thousand only) Preference shares of Rs.100/ - each aggregating to Rs. 895000000(Rupees Eighty Nine Cores Fifty Lakhs only).

The issued subscribed and paid-up share capital of the Company as at31st March 2021 was 989182400/-(Rupees Ninety Eight Cores Ninety One LakhsEighty Two Thousand and Four Hundred only) comprising of 10204040 equity shares of Rs.10/- each aggregating to Rs. 102040400/- (Rupees Ten Cores Twenty Lakh Forty Thousandand Four Hundred Only) and 8871420 (Eighty Eight Lakhs Seventy One Thousand Four Hundredand Twenty only) 0.01% Non Convertible Non Cumulative Redeemable Preference Shares of Rs.100/- each aggregating to Rs. 887142000 (Rupees Eighty Eight Crores Seventy One LakhsForty Two Hundred only). Further during the year under review the Company has not issuedany kind of security including Sweat Equity shares Employees stock option schemeBonus issue or Right Issue.

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Your Company is engaged in the business of manufacturing producingmarketing exporting and dealing in all kinds and varieties of paper Board Kraft PaperSemi Kraft and other paper products.

During the said reporting financial year the Company has incurred aloss of Rs 89919424/- (Rupees Eight Crore Ninty NineLacs NineteenThousand Four Hundredand Twenty FourOnly).

During the year under review your Company has achieved a Total Revenueof approx. Rs 3563318083 /- as against Rs. 4403086900/- recorded in the previousyear.

Your Company is focusing on repositioning of product lines improvinginternal efficiencies and making investments in expansion and building productioncapacities and to further penetrate in the global market. Your Company expects highrevenue in the coming years.

CHANGE IN NATURE OF BUSINESS

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

DEPOSITS

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

INTERNAL FINANCIAL CONTROLS

Company is well equipped with adequate internal financial controls. TheCompany has a continuous monitoring mechanism which enables the organization to maintainthe standard of control systems and helps them in managing any default on timely basisbecause of strong reporting mechanisms followed by the company.

AUDITORS' REPORT

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

STATUTORY AUDITORS

The Auditors M/s Khandelia & Sharma Chartered Accountants (FRN:-510525C) was appointed in the 28thAnnual General Meeting of the Company heldin the year 2018 to hold office from the conclusion of that Annual General Meeting tillthe conclusion of 33thAnnual General Meeting to be held in the year 2023.

Accordingly M/s Khandelia & Sharma Chartered Accountantscontinued to be a statutory auditor of the Company during the year.

DISCLOSURE ABOUT COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act2013read with Companies (Auditand Auditors) Rules2014 the Company has appointed M/s.Khushwinder Kumar & Co Cost Accountantsas the Cost auditor to conduct the Cost Auditof the Company for the Financial Year 2020-21.

DISCLOSURE ABOUT INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Companies Act2013read with Companies (Accounts) Rules2014 the Board of Directors of the Company hasappointed M/s Maheshwari & Sharad Chartered Accountants (Firm Registration No.015513N)as Internal Auditor to conduct Internal Audit of the Company for the FinancialYear ended 31st March 2021.

DISCLOSURE ABOUT SECRETARIAL AUDIT

In terms of Section 204 of The Companies Act 2013 read applicable Ruleof the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit is applicable to the Company for the year under review.

Your Company has availed the services of M/s M.K. Mandal &Associates (Membership No - 5538) Company Secretaries in practice to conduct theSecretarial Audit of the Company for the Financial Year ended March 31st 2021.The Secretarial Audit Report in Form MR -3 is attached as Annexure I to thisReport.

Secretarial Auditors report for the year is self-explanatory andrequires no further comments or clarification by the Board.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY

There has not been any material changes and commitments from the end ofthe financial year of the company to which the financial statements relate to the date ofthe report.

DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANY(S)

As on 31st March 2021 the Company has one Subsidiaryasmentioned herein below:-

1. Manorama Paper Mills Limited(Subsidiary Company)

As per the requirements of Section 129(3) of the Companies Act 2013the Company has prepared consolidated financial statements of the Company and itsSubsidiary Company which forms part of this Annual Report. Further a statementcontaining the salient features of the Subsidiary Company in the prescribed format AOC-1is annexed as Annexure II.

Your Company formulated a Policy on Material Subsidiary as requiredunder Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and it has been reviewed by the Directors. Company has not complied with thefollowing requirements as per Regulation 24 of SEBI (Listing Obligations and DisclosureRequirements) Regulations; 2015:-

1. Company has not appointed any Independent Director of the HoldingCompany in its material Subsidiary Company.

BOARD EVALUATION

Pursuant to the provisions of Section 134 of the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatesthat the Board shall monitor and review the Board evaluation framework. Accordingly theperformance evaluation process of the Board involves following multiple levels:-

• Board as a whole

• Committees of the Board

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

• The Board has devised the following parameters for theperformance evaluation of Directors and Committees:-

• Strategy and performance evaluation

• Governance and Compliance

• Knowledge and Competency

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

NUMBER OF BOARD MEETINGS

During the Financial Year ended 31st March 2021 Eleven (11) meetingsof the Board were held. The complete details of meeting and the attendance of theDirectors are mentioned in Corporate Governance Report.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186

Details of loans guarantees and investments covered under theprovisions of Section 186 of the Companies Act 2013 are indicated in the financialStatements of the Company and forms part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered by the Company with Related Parties were inthe Ordinary Course of Business and at Arm's Length pricing basis. The AuditCommittee granted omnibus approval for the transactions (which are repetitive in nature)and the same was reviewed by the Audit Committee and the Board of Directors. Suitabledisclosures as required have been made in the Notes to the financial statements.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act2013 read with Rule 8(2) of the Companies Accounts) Rules 2014 is set out as AnnexureIII.

The related party transactions Policy has been placed on the website ofyour Company www.chadhapapers.com.

FRAUDS REPORTED BY THE AUDITORS

No fraud has been reported in their report for the financial year endedas on 31st March 2021 by the Auditors of the Company under Section 143(12) ofthe Companies Act 2013.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

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

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith asAnnexure IV to this Report.

RISK MANAGEMENT

The Company is not mandatorily required to constitute Risk ManagementCommittee. In today's economic environment Risk Management is a very important partof business. The main aim of risk management is to identify monitor and takeprecautionary measures in respect of the events that may pose risks for the business. TheCompany has in place a mechanism to identify assess monitor and mitigate various risksto key business objectives. Major risks i.e. competition legal changes change inGovernment policies availability of finance manpower as identified by the company aresystematically addressed through mitigating actions on a continuing basis.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the IndependentDirectors confirming that they meet the criteria of independence as provided under Section149(6) of the Companies Act 2013 ("the Act") and Regulation 16(1)(b) ofSEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

DETAILS REGARDING CORPORATE SOCIAL RESPONSIBILITY (CSR).

Provisions regarding Corporate Social Responsibility as contained undersection 135 of the Companies Act 2013 are not applicable to the Company.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL.

Mr. Amanbir Singh Sethi (DIN:01015203) Director of the Company retiresby rotation at the forthcoming Annual GeneralMeeting and being eligible offers himselffor re-appointment. The Board recommends the same for your approval.

Following appointment and resignation was done during the FinancialYear 2020-21:

S.No Name Appointment/ Reappointment/ Resignation/Change in Designation Designation Date
1. Mr. Anand Sharma Appointment Additional Director 15-07-2020
2. Mr. Naveen Saxena Appointment Additional Director 15-07-2020
3. Mrs. Surjeet Kaur Appointment Additional Director 20-08-2020
4. Mr. Amanbir Singh Sethi Reappointment Whole Time Director 01-09-2020
5. Mr. Shaan Mohammad Appointment Company Secretary 20-08-2020
6. Mr. Anand Sharma Change in Designation Independent Director 29-12-2020
7. Mr. Naveen Saxena Change in Designation Independent Director 29-12-2020
8. Mrs. Surjeet Kaur Change in Designation Independent Director 29-12-2020

REMUNERATION POLICY

The Policy on selection of Directors including criteria for determiningqualifications positive attributes and Directors' Independence and the RemunerationPolicy for Directors Key Managerial Personnel and other employees as required undersub-section (3) of Section 178 of the Companies Act 2013 are available on theCompany's website which may be accessed at the www.chadhapapers.com

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has implemented a Whistle Blower Policy pursuant to Section177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board andits Powers) Rules 2014 and Regulation 22 of the Listing Regulations the Board ofDirectors had approved the Policy on Vigil Mechanism/ Whistle Blower pursuant to whichWhistle Blower can raise concerns relating to reportable manner such as breach of code ofconduct fraud corruption employee misconduct misappropriation of funds etc. The samewas hosted on the website of the Company.Your Company hereby affirms that no Director/employee have been denied access to the Chairman of the Audit Committee and that thecomplaints received were addressed properly during the year.

The Board had approved Vigil Mechanism/ Whistle Blower Policy. Thepolicy has been uploaded on the Company's website i.e. www.chadhapapers.com

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNAL

There has been no order passed by any authority which impact the goingconcern status and company's operations in future.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

No complaints were received against the woman harassment at workplaceduring the financial year 2020-21. Further Company has duly complied with all applicableprovisions of Sexual Harassment of women at Workplace (Prevention Prohibition &Redressal) Act 2013.

PARTICULARS OF REMUNERATION

The Statement of particulars of Appointment and Remuneration ofManagerial personnel as required under Section 197(12) of the Companies Act 2013 readwith Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is enclosed as Annexure V to this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 your directors confirm that:

a) in the preparation of the annual accounts for the financial yearended 31st March 2021 the applicable accounting standards had been followed along withproper explanation relating to material departures;

b) the directors had selected such accounting policies and applied themconsistently 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 as at 31st March 2021and of the profit /loss of the Company for that period;

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

e) the directors has laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.

f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

CORPORATE GOVERNANCE REPORT

The company is committed to maintain the highest standard of corporategovernance and adhere to the corporate governance requirements set out by SEBI. Report onCorporate Governance is appended as Annexure VI.

CERTIFICATE ON CORPORATE GOVERNANCE

As required by Listing Obligations and Disclosure Requirements (LODR)Regulations 2015 certificate on corporate Governance issued by Practicing CompanySecretary i.e. M/s M.K. Mandal & Associates (Membership No - 5538) is enclosed as AnnexureVII to the board's report Certificate does not contain any qualificationreservation or adverse remark.

WTD / CFO CERTIFICATION

The Whole Time Director and Chief Financial Officer of the Company havecertified in terms of Regulation 17(8) of the Listing Regulations to the Board that thefinancial statements present a true and fair view of the Company's affairs and are incompliance with existing accounting standards applicable laws and regulations. ACertificate with respect to above said matter is annexed with this report as AnnexureVIII.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) of SEBI(Listing Obligations and DisclosureRequirements) Regulations 2015 Your Company has laid down a detailed analysis of theCompany's operational and financial performance as well as the initiatives taken bythe Company in key functional areas such as Human Resources Quality etc. is separatelydiscussed in the Management Discussion and Analysis Report which forms part of thisAnnual Report in Annexure IX.

SECRETARIAL STANDARDS

During the year under review Company has complied all the provisionsof Secretarial Standards issued by the Institute of Company Secretaries of India.

INDIAN ACCOUNTING STANDARDS

The financial statements for the financial year 2020-21 have beenprepared in accordance with the applicable Indian Accounting Standards (IND-AS).

DECLARATION SIGNED BY THE CHIEF FINANCIAL OFFICER STATING THAT THEMEMBERS OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED COMPLIANCEWITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT.

As per the requirements of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the auditor's certificate on corporategovernance is appended as Annexure X to the Board's Report.

PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016.

There is no proceeding pending or no Application made under theInsolvency and Bankruptcy Code 2016 during the year under review.

DIFFERENCE IN VALUATION IN CASE OF LOAN TAKEN FROM THE BANK ORFINANCIAL INSTITUTIONS.

During the reporting period the company has neither accepted nor repaidany loan from any Bank or Financial Institutions.

ANNUAL RETURN.

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 theAnnual Return for FY 2020-21 is availableon Company's website atwww.chadhapapers.com/annual-return/

ACKNOWLEDGMENT

The Board places on record its appreciation for the valuable supportand co-operation for the various Govt. Agencies Bankcustomerssuppliers clientemployees and shareholders and look forward to their continued support in future.

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