We are pleased to present the annual report along with the audited accounts of yourcompany for the year ended 31st March 2021.
The financial performance of the Company for the year ended 31st March 2021 issummarised below:
|Particulars ||2020-21 ||2019-20 |
|Revenue from Operations ||443.36 ||606.56 |
|Other Income ||9.60 ||11.78 |
|Total Income ||452.96 ||618.34 |
|Earnings before Interest Depreciation Amortisation & Taxation ||(23.77) ||59.33 |
|Interest/Finance costs ||6.60 ||5.23 |
|Profit before Depreciation and Taxation ||(30.37) ||54.10 |
|Depreciation ||32.39 ||33.16 |
|Profit before Taxation ||(62.76) ||20.94 |
|Taxation ||(16.21) ||1.01 |
|Profit for the year ||(46.55) ||19.93 |
|Other Comprehensive Income ||262.46 ||(127.10) |
|Total Comprehensive Income ||215.91 ||(107.08) |
|STATEMENT OF RETAINED EARNINGS || || |
|At the beginning of the year ||912.64 ||910.21 |
|Add: Profit for the year ||(46.55) ||19.93 |
|Add: Transfer from FVOCI sale of equity investments (net of taxes) ||5.45 ||- |
|Less: Other Comprehensive Loss (net of taxes) ||(2.61) ||2.15 |
|Dividend on Equity shares ||10.61 ||12.73 |
|Corporate dividend tax ||- ||2.62 |
|At the end of the year ||863.54 ||912.64 |
|EPS (Rs.) ||(2.19) ||0.94 |
Economic climate and Company's performance
India's economy faced unprecedented challenges from the CoVID-19 pandemic whichresulted in a negative growth in India's overall GDP.
The Indian Paper industry in general and writing & printing paper segment inparticular was particularly badly hit because of shut down of educational establishmentsoffices hotels restaurants etc. and adoption of WFH practice.
International pulp prices and consequently paper prices also dropped significantly dueto worldwide demand slowdown which resulted in lower price realization for paper in bothdomestic and export markets. However there was reduction in CoVID-19 cases and relaxationin restrictions during 4th Quarter of the year under review and immediately there was agood recovery during last quarter of the year. However the second wave of COVID-19 hasonce again struck quite badly in the first quarter of FY 2021-22 and is again likely toadversely impact the Paper industry. Still the good news is that CoVID-19 cases havestarted declining towards the end of the 1st quarter raising hopes of quick recoverystarting from the 2nd quarter of FY 21-22.
Your Company's performance for the year was also impacted adversely by lower volumesand price realization due to the disruptions caused by the CoVID-19 pandemic. However weare of the firm belief that once the impact of the 2nd wave of pandemic recedes yourcompany will achieve a quick and smart rebound.
There was no change in the share capital of the Company during the financial year2020-21.
Subject to the shareholders' and other requisite approvals your Directors recommendpayment of a dividend of Re. 0.25 (25%) per equity share of Re.1/- each for the FinancialYear ended 31st March 2021.
Sustainable Development and Environment
As a responsible corporate citizen we have always considered sustainable developmentand environment protection as part of our responsibility and take pride in the fact thatour efforts in this direction have been widely acknowledged and appreciated by severalindependent agencies.
Cash Flow Analysis
In conformity with the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and section 2(40) of the Companies Act 2013the cash flow statement for the year ended 31st March 2021 is included in the annualaccounts.
Your Company is in full compliance with the Corporate Governance requirements in termsof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A report onCorporate Governance and a certificate from the auditors confirming compliance with theCorporate Governance requirements are attached.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isattached.
The Company has not accepted any deposit from public falling within the ambit ofSection 73 of the Companies Act 2013 and the Company's (Acceptance of Deposits) Rules2014.
Particulars of Loans Guarantees and Investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
Corporate Social Responsibility
PursuanttotherequirementofSection135oftheCompanies Act 2013 a Corporate SocialResponsibility (CSR) Committee was constituted. Details of the CSR activities as requiredunder Section 135 of the Companies Act 2013 read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 are given in the Annual Report on CSR Activitiesannexed as Annexure I. The Company's Policy on Corporate Social Responsibility isavailable on the website of the Company at https://orientpaperindia.com/codes-policies.
Pursuant to the provisions of Section 92 of the Companies Act 2013 and rules framedthereunder a copy of the Annual Return has been placed at the Company's website www.orientpaperindia.com.
Directors and Key Managerial Personnel
The term of appointment of Ms. Gauri Rasgotra (DIN:06862334) as an Independent Directorfor a period of five years will be completed on 21st August 2021. The Nomination &Remuneration Committee and the Board of Directors of the Company at their respectivemeetings held on 28th June 2021 approved the re-appointment of Ms. Gauri Rasgotra as anIndependent Director for a consecutive term of five years commencing from 22nd August2021 to 21st August 2026 subject to the approval of the shareholders of the Company.
The term of appointment of Mr. Manohar Lal Pachisia (DIN:00065431) as the ManagingDirector of the Company ended on 31st March 2021. The Nomination & RemunerationCommittee and the Board of Directors of the Company at their respective meetings held on11th February 2021 approved the re-appointment of Mr. Manohar Lal Pachisia as ManagingDirector
(a Key Managerial Personnel) from 1st April 2021 to 30th September 2021 subject tothe approval of shareholders of the Company.
(ii) Retirement by rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.Chandra Kant Birla (DIN: 00118473) Director of the Company retires by rotation and beingeligible offers himself for re-appointment.
(iii) Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligations& Disclosure Requirements) Regulation 2015 the Board has carried out an annualperformance evaluation of its own performance of the directors individually as well asthe evaluation of its various Committees. The process of evaluation has been explained inthe Corporate Governance Report.
(iv) Board Meetings
The details of meetings of the Board and its various committees are given in theCorporate Governance Report.
None of the Directors are disqualified under Section 164(2) of the Companies Act 2013.
All the Independent Directors have given their declaration confirming that they meetthe criteria of independence in terms of Section 149(6) of the Companies Act 2013 andregulation 16(1)(b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015.
Auditors & Audit Reports
(i) S tatutory Auditors
The Shareholders of the Company at the Annual General Meeting held on 9th August 2017appointed M/s. Price Waterhouse & Co. Chartered Accountants LLP (FRN 304026E/E-300009)as the Auditors of the Company for a period of 5 years.
The Auditors' Report for the financial year 2020-21 does not contain any qualificationreservation or adverse remark. Further in terms of section 143 of the Companies Act 2013read with Companies (Audit and Auditors) Rules 2014 notifications/circulars issued bythe Ministry of Corporate Affairs from time to time no fraud has been reported by theAuditors of the Company where they have reason to believe that an offence involving fraudis being or has been committed against the Company by officers or employees of theCompany.
Note No. 51(c) appearing in the Notes to Financial Statements referred to in theAuditors' Report is self-explanatory.
(ii) Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act 2013 and rules madethere under Mr. Somnath Mukherjee Cost Accountant (Membership no. M/5343) was appointedfor the financial year ending 31st March 2021 to conduct cost audit for the productscovered under the said rule. The Board of Directors of the Company on the recommendationof the Audit Committee has further appointed Mr. Somnath Mukherjee Cost Accountant asCost Auditor for auditing the cost accounts of the Company for the financial year 2021-22.The Auditor has confirmed his eligibility under Section 141 of the Companies Act 2013 andthe rules framed there under for appointment as Cost Auditor of the Company.
(iii) Secretarial Auditor
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 appointedMr. A. K. Labh Company Secretary in Practice (CP Regn. No. 3238) to undertake theSecretarial Audit of the Company for the financial year 2020-21. The Report of theSecretarial Auditor is annexed to this report as Annexure II. The comments mentioned inthe Secretarial Audit Report are self-explanatory.
The Board of Directors of the Company have further appointed Mr. A. K. Labh CompanySecretary in Practice to undertake the Secretarial Audit of the Company for the financialyear 2021-22.
Conservation of energy technology absorption foreign exchange earnings and outgo
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 attached herewith as Annexure III.
Directors' responsibility statement
Directors' responsibility statement pursuant to section 134(3)(c) of the Companies Act2013 is attached herewith as Annexure IV.
Information of employees
The prescribed information of Employees as required under Section 134(3)(q) read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is attached herewith as Annexure V.
Related Party Transactions
All transactions entered into with Related Parties as defined under the Companies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015during the financial year were in the ordinary course of business and on arm's lengthbasis. All the Related Party Transactions are presented to the Audit Committee and theBoard. Prior omnibus approval is obtained for the transactions which are foreseen andrepetitive in nature. A statement of all related party transactions is presented beforethe Audit Committee and Board of Directors on a quarterly basis specifying the naturevalue and terms & conditions of the transactions. Particulars of contracts orarrangements with related parties referred to in sub-section (1) of Section 188 are givenin the prescribed form AOC -2 as Annexure VI. Web link for the policy on the website ishttps://orientpaperindia. com/codes-policies.
The Board has on the recommendation of its Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management and their remuneration. The
Remuneration Policy is stated in the Corporate Governance Report. Web link for thepolicy in the website is https:// orientpaperindia.com/codes-policies.
The Board of Directors of the Company has formed a Risk Management Committee interalia to frame implement and monitor the risk management plan for the Company. Pursuantto Section 134 of the Companies Act 2013 and Regulation 17 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has a riskmanagement policy. The policy comprises of a robust business risk management framework toidentify evaluate and mitigate potential business risks. The business risk frameworkdefines the risk level including documentation and reporting.
Whistle Blower Policy
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. In line with these objectives the Company has a VigilMechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement.
Details of the Whistle Blower Policy are stated in the Corporate Governance Report. Weblink for the policy on the website is https://orientpaperindia.com/codes-policies.
Prevention of Sexual Harassment of Women at Workplace
It has been an endeavor of your Company to support women professionals through a safehealthy and conducive working environment by creating and implementing proper policies totackle issues relating to safe and proper working conditions for them.
The Company as required under the provisions of the "the Sexual Harassment ofWomen at Workplace (Prohibition Prevention and Redressal) Act 2013" has framed aPolicy on Prohibition Prevention and Redressal of Sexual Harassment of Women at Workplaceand matters connected therewith or incidental thereto.
The Company has not received any complaint under the said policy during the year. Weblink for the policy in the website is https://orientpaperindia.com/codes-policies.
Internal Financial Controls with reference to Financial Statements
The Company has adequate internal financial control procedures commensurate with itssize and nature of business. The Company has identified and documented all key internalfinancial controls which impact the financial statements as part of its StandardOperating Procedures (SOP). The SOPs are designed for all critical processes across allits plants and offices wherein financial transactions are undertaken. The Financialcontrols are tested for operating effectiveness through ongoing monitoring and reviewprocess by the management and independently by the Internal Auditors. In our view theInternal Financial Controls affecting the financial statements are adequate and areoperating effectively.
Material Changes and Commitment Affecting Financial Position of the Company
There are no material changes and commitment affecting financial position of theCompany which has occurred between the end of the financial year of the Company i.e. 31stMarch 2021 and the date of this Report.
Business Responsibility Report
In compliance with the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Business Responsibility Report is presented in a separate sectionforming part of the Annual Report.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
Your Directors place on record their sincere gratitude to the shareholders customersbankers financial institutions government agencies supply chain partners and theemployees for their valuable contribution co-operation and support in the Company'sendeavors to achieve continuous growth and progress.
By Order of the Board of Directors
| ||C. K. Birla |
| ||Chairman |
|London the 28th June 2021 ||(DIN: 00118473) |