To the Members
The Directors have pleasure in presenting before you the 7th Annual Report of theCompany together with the Audited Financial Statements for the year ended 31st March2021. The accounts are prepared in accordance with the Companies (Indian AccountingStandards) Rule 2015 (IND AS) prescribed under Section 133 of the Companies Act 2013.
|FINANCIAL RESULTS : || || |
| ||2020-2021 ||2019-20 |
| ||(Rs in Lakhs) ||(Rs in Lakhs) |
|The Earnings Before Interest Tax Depreciation and Amortization (EBITDA) ||7601.65 ||6092.07 |
|Less: || || |
|i) Finance cost ||637.64 ||769.33 |
|ii)Depreciation/Impairment ||1044.82 ||1217.61 |
|The net profit before Exceptional items and Tax ||5919.19 ||4105.13 |
|Less: || || |
|Exceptional Items ||2449.59 ||- |
|The net profit before Tax ||3469.60 ||4105.13 |
|Less: || || |
|Provision for Current Tax ||598.00 ||702.00 |
|Provision/(Saving) for Deferred Taxation ||(131.50) ||681.88 |
|Net Profit After Tax ||3003.10 ||2721.25 |
|Add: || || |
|Other Comprehensive Income/(Expense) (Net of Tax) ||50.73 ||(133.82) |
|The balance of Profit brought forward from last year ||8005.68 ||6018.89 |
|Total ||11059.51 ||8606.32 |
|Less: || || |
|Dividend Paid on Equity Shares ||- ||332.33 |
|Tax Paid on Dividend ||- ||68.31 |
|Transfer to General Reserve ||200.00 ||200.00 |
|Total ||200.00 ||600.64 |
|Balance proposed to be carried forward to next year's accounts ||10859.51 ||8005.68 |
The Board of Directors recommends the payment of Dividend for the year ended 31stMarch 2021 at the rate of Rs 0.30 per share. If approved the Equity Dividend shall bepaid subject to the provision of Section 126 of the Companies Act 2013 to thoseShareholders whose names stand on the Register of Members on 21st August 2021.
The Dividend in respect of shares held in electronic form will be paid to all thosebeneficial as per the details furnished by depositories for the purpose at the close ofbusiness hours on 13th August 2021.
The Directors are happy to inform that during the year the Company has achieved a netprofit of Rs 3003.10 lacs as against a profit ofRs 2721.25 lacs in the last year inspiteof it being a difficult year faced by the nation owing to Covid pandemic. The profit forthe year is much higher at aboutRs 4648.21 lacs but for provision for exceptional itemsof
Rs 2449.59 Lacs made during the year in respect of disputed liability for electricpower availed by the Company in earlier years. Whilst the nation-wide lockdown in earlierpart of the financial year compelled the Company to halt its production upto 11th May2020 subsequent lower utilization of its capacity at 61% due to lower demand in certainproducts resulted in lower turnover at Rs43688.03 lacs (Rs 60448.22 lacs last year).However the pandemic Covid offered opportunity to the Company to reposition and sell morevalue added papers with better margins which opportunity was appropriately supported byprudent raw material inventory management lower input costs and other measures for costreduction. The consequent higher profit margins also reaffirms inherent strength theCompany and its many products have.
The Hygiene Products Division which primarily focuses on Institutional Business onthe other hand could achieve lower turnover operating at about 30% of normal level at Rs1973.52 lacs (Rs5687.35 lacs last year) due to closure of corporate offices hotelsrestaurants etc.
The present second wave of the Covid 19 has caused lockdown kind of conditions in someof Company's major markets although temporary may result in some uncertainty aboutextent of performance in Financial Year 2021-22 specially in the wake of suspicion aboutsubsequent wave(s). The Company's paper production is currently continuing at about 70% ofcapacity of 6000 MT per month.
The Directors would like to place their sincere appreciation for the pragmatic approachdemonstrated by its employees at all levels in facing the challenges of the pandemic withtheir utmost sincerity whilst following Covid appropriate behaviour throughout theirworking even on shopfloors.
In view of prevailing uncertainty the plan for relocation of Pune facilities to Mahadcontinues to remain in abeyance.
FIXED DEPOSITS :
The Company accepts fresh/renewal of fixed deposits from the public and as on 31stMarch 2021 stood at Rs 2272.35 Lakhs as against Rs 2818.55 Lakhs at the end of theprevious year (i.e. Fixed Deposit Liability).
During the year the Company has accepted/renewed such deposits aggregating to Rs437.50 Lakhs and all the deposits falling due for repayment during the year were fullyrepaid on maturity except unclaimed deposits numbering 52 with an amount of Rs 28.05 Lakhsas at the end of the year.
There were no over dues on account of principal or interest on public deposits otherthan the unclaimed deposits as at the year end and there have been no default in repaymentof deposits or payment of interest thereon. There are no deposits which are not incompliance with the requirements of Chapter V of the Act read with Companies (Acceptanceof Deposits) Rules 2014.
i. STATUTORY AUDITORS :
M/s. J. M. Agrawal & Company Chartered Accountants have been appointed asStatutory Auditors of the Company at the 3rd Annual General Meeting to hold office up tothe conclusion of 8 th Annual General Meeting. M/s. J. M. Agrawal & Company havegiven their consent to act as the Auditors of the Company till conclusion of 8th AnnualGeneral Meeting. The Company has received a Certificate from M/s. J. M. to the effect thattheir appointment would be within the prescribed limits under section 141 and otherapplicable provisions of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 and that they are not disqualified for appointment. The Shareholderswill be required to ratify the appointment of the auditors and fix their remuneration atthe ensuing Annual General Meeting. There is no adverse remark or qualification in theStatutory Auditor's Report annexed elsewhere in this Annual
The Auditors have reported that there is no fraud on or by the Company noticed orreported during the year.
ii. SECRETARIAL AUDITOR:
Pursuant to provision of Section 204 read with Section 134(3) of the Companies Act2013 the Board has appointed Mr. I. U. Thakur Practicing Company Secretary Pune toconduct Secretarial Audit of the Company for the Financial Year 2020-21. The SecretarialAudit Report for the Financial Year 2020-21 is annexed hereto as Annexure - 1.
There is no adverse remark or qualification in the Secretarial Audit Report.
The Company has complied with the applicable Secretarial Standards during the yearissued by the Institute of Company Secretaries of India. iii. COST AUDITOR: Pursuantto provision of Section 148 of the Companies Act 2013 the Board has appointed Mr. NarharK. Nimkar (Membership No. F-6493) Cost Accountants in Practice Pune to conduct the auditof the Cost Records of the Company relating to "PAPER" for the FinancialYear 2020-21. As required under the Companies Act 2013 a resolution seeking Shareholdersapproval for the remuneration payable to the Cost Auditors forms part of Notice conveningthe 7th Annual General Meeting of the Company.
DETAILS OF APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
In terms of provisions of the Companies Act 2013 Mr. Arunkumar Mahabirprasad Jatia(DIN: 01104256) Executive Chairman & Whole Time Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.
Mr. Vinod Kumar Beswal (DIN: 00120095) and Mr. Nandan Damani (DIN: 00058396) wereinitially appointed by the Board as Additional (Independent) Directors w.e.f. 21stOctober 2015 and thereafter as a Non-Executive Independent Directors at the 2nd AnnualGeneral Meeting of the Company held on 17th September 2016 for a period of 5 (five)consecutive years with effect from 17th September 2016 which period will be expiring on16th September 2021. The Board of Directors of the Company on recommendation ofNomination and Remuneration Committee has recommended re-appointment of Mr. Vinod KumarBeswal and Mr. Nandan Damani as a Non-Executive Independent Directors of the Company foranother term with effect from 17th September 2021 to 20th October 2025 not liable toretire by rotation subject to the approval of Shareholders of the Company by SpecialResolution.
Mrs. Madhu Dubhashi (DIN: 00036846) was initially appointed by the Board as Additional(Independent) Director w.e.f. 14th November 2015 and thereafter as a Non-ExecutiveIndependent Director at the 2nd Annual General Meeting of the Company held on 17thSeptember 2016 for a period of 5 (five) consecutive years with effect from 17thSeptember 2016 which period will be expiring on 16th September 2021. The Board ofDirectors of the Company on recommendation of Nomination and Remuneration Committee hasrecommended re-appointment of Mrs. Madhu Dubhashi as a Non-Executive Independent Directorof the Company for another term with effect from 17th September 2021 to 13th November2025 not liable to retire by rotation subject to the approval of Shareholders of theCompany by Special Resolution.
Mr. Basant Kumar Khaitan (DIN: 00117129) was initially appointed by the Board asAdditional (Independent) Director w.e.f. 28th May 2016 and thereafter as a Non-ExecutiveIndependent Director at the 2nd Annual General Meeting of the Company held on 17thSeptember 2016 for a period of 5 (five) consecutive years with effect from
17th September 2016 which period will be expiring on 16th September 2021. The Boardof Directors of the Company on recommendation of Nomination and Remuneration Committee hasrecommended re-appointment of Mr. Basant Kumar Khaitan as a Non-Executive IndependentDirector of the Company for another term with effect from 17th September 2021 to 27thMay 2026 not liable to retire by rotation subject to the approval of Shareholders ofthe Company by Special Resolution.
Dr. Ashok Kumar (DIN: 07111155) was appointed Executive Director of the Company for aperiod of 5 years with effect from 28th May 2016 which period is completed on 27th May2021. The Board of Directors of the Company on recommendation of Nomination andRemuneration Committee has recommended re-appointment of Dr. Ashok Kumar as ExecutiveDirector of the Company for further period of 5 years with effect from 28th May 2021 atthe existing remuneration liable to retire by rotation subject to the approval ofShareholders of the Company by Special Resolution.
The details of the Directors of the Company proposed to be re-appointed at the 7thAnnual General Meeting as required by Regulation 36(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and
Secretarial Standard 2 issued by the Institute of Company Secretaries of Indiaare provided as Annexure at the end of the Notice convening the 7th Annual General Meetingof the Company.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theapplicable provisions of the Companies Act 2013 and applicable regulations of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and also confirmingthat they are not debarred from other such authority.
During the year 5 Board Meetings and 5 Audit Committee Meetings were convened and held.The details of which are given in the Corporate Governance Report that forms part of thisAnnual Report. The intervening gap between the Meetings was within permissible periodprescribed under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (SEBI) and as per the Circulars issued by the Ministry ofCorporate Affairs and SEBI.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As required under the provisions of the Companies Act 2013 the Board of Directors hasconstituted the Corporate Social Responsibility Committee. The major role of thisCommittee is to formulate recommend implement and monitor the CSR policy and activitiesto be undertaken by the Company to meet/contribute towards its corporate socialresponsibility objectives. The Board of Directors at its meeting held on 20th May 2017has constituted its CSR Committee. Some of the activities which will be undertaken by theCompany itself or through an eligible trust are as under; a) Setting up and/or maintainingold age homes/orphanage and supplementing nutrition and other essentials forunderprivileged people b) Environmental Protection c) Education and d) Development ofRural Infrastructure.
The CSR committee comprises of the following members:
|Sr. No. Name of the Director ||Category ||Designation |
|1. Mr. Nandan Damani ||Non-Executive Independent Director ||Chairman |
|2. Mr. Vinod Kumar Beswal ||Non-Executive Independent Director ||Member |
|3. Mr. Basant Kumar Khaitan ||Non-Executive Independent Director ||Member |
|4. Mr. Surendra Kumar Bansal ||Non-Executive Non-Independent Director ||Member |
|5. Mr. Ved P. Leekha ||Non-Executive Non-Independent Director ||Member |
The CSR Policy is also uploaded on the website of the Company viz: www.pudumjee.com.
During the year the Company has allocated and disbursed total Rs65 Lakhs to M/s. M. P.Jatia Charitable Trust (CSR Registration Number: CSR00003040) to be spent on belowmentioned the purposes:
Setting up and/or maintaining old age homes/orphanage and supplementing nutrition andother essentials for underprivileged people;
Development of Rural Infrastructure
The other relevant disclosures as stipulated under the Companies (Corporate SocialResponsibility Policy) Rules 2014 are given in Annexure-2.
The entire allocated amount was paid to M/s. M. P. Jatia Charitable Trust. Howeverthe said trust was not able to spend the entire amount on the specified activities duringthe year due to insufficient time.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Particulars of loan(s) given investment(s) made guarantee(s) given and securitiesprovided along with the purpose are provided in Annexure-3 to this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
A policy on Related Party Transactions has been adopted by the Board of Directors atits meeting held on 14th November 2015 for determining the materiality of transactionswith related parties and dealings with them. The said policy is available at the Company'swebsite athttp://www.pudumjee.com/wp-content/uploads/2019/03/Policy-on-Related-Party-Transactions.pdf.The Audit Committee reviews all related party transactions quarterly and also as and whenfelt necessary. Pursuant to Sections 134 (3) 188 (1) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 the particulars ofcontracts/arrangements entered into by the company with related parties referred to insub-section (1) of section 188 of the Companies Act 2013 in Form AOC -2 are provided asAnnexure-4.
ANNUAL EVALUATION OF PERFORMANCE OF BOARD DIRECTOR(S) AND COMMITTEE(S):
As required under Companies Act 2013 a meeting of the Independent Directors was heldon 23rd January 2021 to evaluate the performance of the Non-Independent Directorswherein the evaluation of performance of the Non-
Independent Directors including the Chairman and also of the Board as a whole wasmade against pre-defined and identified criteria. The criteria for evaluation of theperformance of the Independent Directors Chairman and the Board was finalized by theNomination and Remuneration Committee in its meeting held on 22nd January 2016 the saidcommittee has carried out evaluation of the performance of every Director. The saidcriteria is available at the Company's website athttp://www.pudumjee.com/wp-content/uploads/2015/03/Policy-on-Evaluation-of-Performance-of-Directors.pdfThe Board of Directors at their meeting held on 23rd January 2021 has evaluated theperformance of Independent Directors. The performance of the Committee was also generallydiscussed and evaluated.
While evaluating the principles and guidelines issued vide circular no.SEBI/HO/CFD/CMD/CIR/P/2017/004 of Securities Exchange Board of India dated 5th January2017 on Board Evaluation have been taken into account.
The details of programmes for familiarisation of Independent Directors with the Companyis available at the Company's website at www.pudumjee.com.
RISK MANAGEMENT POLICY:
In accordance with the requirements of the Act the Company has adopted and implementeda Risk Management Policy for identifying risks to the Company procedures to inform Boardmembers about the risk assessment & minimization procedures monitoring the riskmanagement plan etc.
VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:
The Company promotes ethical behavior in all its business activities and hasestablished a vigil mechanism for Directors and Employees to report their genuineconcerns.
Pursuant to Section 177 of the Companies Act 2013 read with Regulation 22 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasformulated a policy "Vigil Mechanism/Whistle Blower Policy" wherein theEmployees/Directors/Stakeholders of the Company are free to report any unethical orimproper activity actual or suspected fraud or violation of the Company's Code ofConduct. This mechanism provides safeguards against victimization of Employees who reportunder the said mechanism. During the year under review the Company has not received anycomplaint under the said mechanism. The said policy is available at the Company's websiteat http://www.pudumjee.com/Policy
PARTICULARS OF EMPLOYEES:
As required under Section 197(12) of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the statement givingrequired details is given in the Annexure-5 and 5A to this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
An Internal Complaints Committee (Sexual Harassment Committee') has beenconstituted under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 to deal with the complaints if any from the Company and otherCompanies in the Pudumjee Group.
During the year under review there was no complaint of discrimination and harassment(including Sexual Harassment) received by the Committee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:
As required under Section 134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 the information relating to Conservation of Energy TechnologyAbsorption and Foreign Exchange earnings & outgo is annexed as Annexure-6 to thisReport.
REPORT ON CORPORATE GOVERNANCE:
Your Company's philosophy on Corporate Governance sets the goal of achieving thehighest level of transparency with integrity in all its dealings with its Stakeholdersincluding Shareholders Employees Lenders and Others. A report on Corporate Governancealong with a Certificate from the practicing Company Secretary regarding the Compliance ofConditions of Corporate Governance as stipulated under the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of the Annual Report as Annexure-7.
Pursuant to the provisions of Companies Act 2013 a copy of Annual Return for thefinancial year 2019-20 is available on the website of the Company athttp://www.pudumjee.com/wp-content/uploads/2014/09/PPPL-MGT-7-2019-2020. pdf and a copy ofAnnual Return for the financial year 2020-21 will be available on the website of thecompany after submission of the same to the Registrar of Companies.
In accordance with the provisions of Section 178 and other applicable provisions of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has formulated remuneration policy which inter aliaincludes the criteria for determining qualifications positive attributes and independenceof
Directors. The said policy may be referred to at the Company's website i.e.www.pudumjee.com and is annexed hereto and marked as Annexure-8.
SIGNIFICANT AND MATERIAL ORDERS:
There is no significant and material order passed by the Regulators or Courts orTribunals concern status and Company's operations in future.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors confirm that: a) in the preparation of the annual accounts theapplicable accounting standards have been followed along with proper explanationrelating to material departures; b) the Directors have selected such accounting policiesand applied them consistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profits of the company for thatperiod; c) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) the Directors have prepared the annual accounts on a goingconcern basis; and e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operatingeffectively.
Your Directors would like to express their sincere appreciation of the positiveco-operation received from the Bankers Customers Vendors and Investors of the Companyfor their continued support during the year.
The Directors also wish to place on record their deep sense of appreciation for thededication and contribution made by employees at all levels and look forward to theirsupport in future as well.
| ||On Behalf of the Board of Directors |
|Place : Pune ||A. K. Jatia |
|Date : 28th May 2021 ||Executive Chairman. |