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Kay Power & Paper Ltd.

BSE: 530255 Sector: Industrials
NSE: N.A. ISIN Code: INE961B01013
BSE 00:00 | 12 Aug 4.81 -0.19
(-3.80%)
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NSE 05:30 | 01 Jan Kay Power & Paper Ltd
OPEN 4.81
PREVIOUS CLOSE 5.00
VOLUME 323
52-Week high 9.88
52-Week low 2.75
P/E 53.44
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.81
CLOSE 5.00
VOLUME 323
52-Week high 9.88
52-Week low 2.75
P/E 53.44
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kay Power & Paper Ltd. (KAYPOWERPAPER) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting Thirtieth Annual Report on the business andoperations of your Company and Audited Financial Statement for the year ended 31st March2021.

FINANCIAL RESULTS:

(Rs. in lacs)

Financial Year 2020-21 2019-20
Revenue from operations (Net) 2023.30 2960.81
Other Income 249.27 86.73
Total Revenue 2272.57 3047.54
Less: Expenses
Cost of material consumed 1518.69 1901.28
Changes in Inventories of fi finished Goods & Work in Progress 11.91 -15.87
Manufacturing Expenses 399.51 675.32
Employee Benefi t Cost 80.30 119.04
Finance cost 0.67 19.72
Depreciation and amortization Expenses 83.53 84.02
Other Expenses 172.06 263.47
Total Expenses 2266.67 3047.00
Exceptional Items 0.00 0.00
Net Profit Before Tax 6.10 0.54
Less:- Income tax provision 0.00 0.10
Net Profit After Tax 6.10 0.44

OPERATIONS:

During the year under review the paper division produced 7979.792 M.T. of Kraft Paperas against 15108 M.T. in the previous year.

During the year due to the outbreak of pandemic Covid 19 Govt of India was declaredthe lockdown w.e.f. 22/03/2020. The company got permission to restart its activities on08/06/2020 but could not start the production due to shortage of manpower and rawmaterials. The company's raw materials of old corrugated boxes is collected and receivedon daily basis. Govt of Maharashtra removed the ban on inter district movement only on 9thSeptember 2020 and since then the availability of raw material is improved. But beforecompany could stabilize from first wave of COVID 19 second wave of COVID-19 started fromMarch 2021 and once again operations of the company got derailed. The company hopes toachieve regular production from August 2021.

RESERVE AND SURPLUS

An amount of Rs.6.10/- Lacs is proposed to be retained in the surplus:

STATEMENT ON RISK MANAGEMENT POLICY:

The management of the Company has duly adopted the Risk Management Policy as per therequirement of the Companies Act 2013. Further they had taken adequate care in itsimplementation by identifying various element of risk which may cause serious threat tothe existence of the Company.

PROSPECTS:

In view of the preventive measure and announcement of nation-wide lock down by theGovernment to contain the spread of COVID 19 pandemic most of the industrialestablishments had closed their operations from 24th March 2020 onwards and allowed torestart in the month of September 2020. But before company could stabilize from firstwave of COVID 19 second wave of COVID-19 started from March 2021 and once againoperations of the company got derailed. The company hopes to achieve regular productionfrom August 2021.

Under this scenario the revenue of the financial year 2021-22 of the company will alsobe affected adversely. The company is also facing the shortage of raw material andworkforce. The company is continuously working on plans to overcome from this currentsituation and to minimize the impact on the revenue of the company in FY 2021-22.

The company has a well-established network of dealers all over western and southernIndia for sale of its paper products and continually working to strengthen the network andto get the new orders for Karft paper. The Company could sell its entire output withoutany diffi culty. The Company produces wide range of Kraft paper from 80 gsm to 180 gsm tomeet the requirements of all the segments.

Market for Kraft paper has revived and growing especially in the industrial packagingsector where craft paper is utilized. Plastic / wood packaging have been discouraged andhence the demand for packaging of Kraft paper is increasing day by day.

DIVIDEND:

In view of the small profit and carried forward losses of the Company it is notpossible for your Directors to recommend any dividend.

MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments affecting the financial position of theCompany occurred between the ends of the financial year to which this financial statementrelates on the date of this report.

FIXED DEPOSIT:

As on 31st March 2021 Company has no fixed deposits.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

T h e C o m p a n y h a s n o t d e v e l o p e d and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year company has entered material contract/arrangement with related partyafter getting approval of Board and shareholders of the company. The report in the formAOC 2 under the sub-section 2 of section 188 of the Company's act 2013 is attached as AnnexureI to this report.

The policy on dealing with RPT as approved by the Board is uploaded on the Company'swebsite (http://www.kaypowerandpaper.com) The Policy intends to ensure that properreporting approval and disclosure processes are in place for all transactions between theCompany and Related Parties. This Policy specifically deals with the review and approvalof RPT keeping in mind the potential or actual conflicts of interest that may arisebecause of entering into these transactions. All RPT are placed before the Audit Committeefor review and approval. Prior omnibus approval is obtained for RPT that are of repetitivenature and / or entered in the ordinary course of business and are at arm's length. AllRPT are subjected to independent review by a statutory auditor to establish compliancewith the requirements of RPT under the Companies Act 2013 and Regulation 23 of theSecurities and Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulations 2015.

Your Directors draw your attention to Note No. 32 to the financial statements whichsets out related party transaction.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

DIRECTORS:

Mrs. Deepa Agarwal director of the company retires by rotation in ensuing generalmeeting and being eligible offers herself for re-appointment at the ensuing Annual GeneralMeeting of the company.

During the year Mr. Ganesh Hari Rotithor has resigned from the post of Chief FinancialOfficer of the company and on his place company has appointed Mr. Askok Ingawale as aChief Financial officer of the company.

None of the Directors of the Company for the financial year ending on 31st March 2021have been debarred or disqualified from being appointed or continuing as Directors on theboard of the company by the Securities and Exchange Board of India Ministry of CorporateAffairs or any such other Statutory Authority

BOARD EVALUATION:

Pursuant to provisions of the Companies Act 2013 and SEBI Regulations mandates that theBoard shall monitor and review the Board evaluation framework. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board.

The evaluation process has been explained in the Corporate governance report sectionin this Annual Report. The Board approved the evaluation results as collate by thenomination and remuneration committee.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company had 4 (Four) Board meetings during the financial year under review. TheDetails thereof are given in the corporate Governance Report. The intervening gap betweenthe meetings was within the period prescribed under the companies Act 2013

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) We have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of 31st March 2021 and of the profit andloss of the company for that period;

(c) We have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;

(d) We have prepared the annual accounts on a going concern basis; and

(e) We have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.

(f) We have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

AUDITORS:

M/s. A. C. Doshi & Co (M. No.103730) Chartered Accountants Satara wereappointed as Statutory Auditors of the Company for a period of five consecutive years atthe 26th AGM held on 18th September 2017 to hold offi ce from the conclusion of the saidmeeting till the conclusion of the 31st AGM of the Company to be held in the calendar year2022.

AUDITORS' REPORT:

The observations of the Auditors report read with the relevant notes thereon areself-explanatory and therefore do not call for any further comments under Section 134 ofthe Companies Act 2013. Auditor did not report any frauds under sub-section (12) ofsection 143 of the companies act 2013.

SECRETARIAL AUDITOR

M/s. Neha Doshi & Co. Practicing Company Secretaries was appointed to conduct thesecretarial audit of the Company for the financial year 2020-21 as required under Section204 of the Companies Act 2013 and Rules there under. The secretarial audit report for FY2020-21 forms part of the Annual Report as Annexure II to the Board sreport.

SECRETARIAL AUDITOR'S REPORT

The observations of the Secretarial Audit report are self-explanatory and therefore donot call for any further comments under Section 134 of the Companies Act 2013.

CORPORATE GOVERNANCE:

Pursuant to regulation 34(4) of SEBI Listing Obligations and Disclosure Requirements(LODR) regulation 2015 report on Corporate Governance along with Auditor's certificate onits compliance is attached as Annexure III to this report.

ANNUAL RETURN:

Pursuant to the provisions of sub section 3 of Section 92 of the Companies Act 2013 acopy of Annual Return for the financial year 2020-21 is available on the website of theCompany at www.kaypowerandpaper.com/reports.asp.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future

COST AUDITORS

As per the companies (Cost Records and Audit) Amendment Rules 2014 the company isexempted for cost audit from the financial year 2015-16. Hence company has not appointedcost auditor for the financial year 2020-21.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Subsection (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 the relevant informationpertaining to Energy Conservation Technology Absorption Foreign Exchange Earnings andOutgo are enclosed as Annexure IV to the Board s report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 read along with the applicable rules thereto and pursuantto regulations of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time. This policy onnomination and remuneration of Directors Key Managerial Personnel and Senior Managementhas been formulated by the Nomination and Remuneration Committee (NRC or the Committee)and has been approved by the Board of Directors and is available on company's website onlink – www. kaypowerandpaper.com

LISTING OF EQUITY SHARES:

The Equity Shares of your Company are listed on BSE Ltd. where the same are tradedregularly and confirm that company has paid the listing fees for the financial year2020-21.

VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy (the Policy) in compliance with theCompanies Act 2013 and Listing agreement to enable employees customers agents dealerssuppliers and other vendors that conduct business with Kay Power and Paper Limited toraise concerns and complaints about fraudulent practices.

Under the Policy the concerns/ complaints pertaining to General Managers and Mangersshould be raised before the Chairman of Audit Committee and concerns against otherEmployees should be addressed to the Vigilance officer and confirm that no personnel hasbeen denied access to the audit committee.

The Company has designated the Manager Mr. Arvind Patil as the Vigilance officer andhas created the following email accounts for facilitating the raising of such concerns.

Chairman of Audit Committee- chairmanauditcommittee@gmail.com

Vigilance officer – arvindpatil.kppl@gmail.com

The Company aims to propagate a culture for maintaining highest standard of conduct andprofessionalism and therefore this Policy is implemented in furtherance of the Code ofConduct of the Company.

The details of establishment of such mechanism have also been disclosed on companywebsite on following link - http:// www.kaypowerandpaper.com/download/Annoncement-KPPL.pdf

COMMITTEES OF THE BOARD

Currently the Board has four committees: the audit committee nomination andremuneration committee stakeholder's relationship committee and risk Managementcommittee. The role and responsibilities and composition of the aforesaid committees arementioned in the corporate governance report section in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A comprehensive Management discussion and analysis Report is appended as AnnexureVI forming a part of the Corporate Governance is part of this Annual Report

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at

Workplace (Prevention Prohibition and Redressal) Act 2013. An Internal ComplaintsCommittee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary and trainees) are coveredunder this policy. No complaints pertaining to sexual harassment were received during F.Y.2020-21.

ACKNOWLEDGEMENT:

Your Directors appreciate valuable contribution of employees at all levels. YourDirectors place on record their gratitude for the co-operation received from MaharashtraState Electricity Distribution Company Ltd. IDBI Bank Ltd. HDFC Bank Ltd SuppliersCustomers and Shareholders of the Company and look forward to their continuous support incoming years.

By Order of the Board of Directors For KAY POWER AND PAPER LTD.

NIRAJ CHANDRA

CHAIRMAN AND MANAGING DIRECTOR DIN: - 00452637

Place: - Satara

Date: - 12th August 2021

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