TO THE MEMBERS
We have the pleasure in presenting Forty-First (41st) annual report ofbusiness and operation of your Sangal Papers Limited ("The Company") along withthe standalone audited yearly financial statements for the financial year ended 31stMarch 2021.
Sangal Papers Limited (herein called "The Company") was incorporated in theyear 1980.The forty one year old Company is a manufacturer of Newsprint Writing &Printing paper and other various special paper for domestic and exports markets. Each ofthese products is targeted to meet unique and changing needs of our customers.
The prevailing pandemic has challenged the industry with many obstacles butreinventing ourselves continuously has helped the company to face these challenges andmaintain a sustainable growth. We at Sangal Papers also believe that our employees are thebackbone of our company and aims at safeguarding the health of employees. With thisphilosophy we have set up a CoVID helpdesk to ensure the employee's safety by educatingthe employees about the virus and ensuring that the protocols are followed.
The financial statements of the Company have been prepared in accordance with theIndian Accounting Standards (Ind AS) notified under section 133 of the Companies Act 2013read with Companies (Accounts) Rules 2014 (including any modification if any). Thestandalone financial highlights of your Company for the Financial Year ended March 31st2021 are summarized as follow details are based on:
Details of financials as per IND AS:
Amt. in Rs Lakhs
|Particulars ||Current Financial Year (2021) ||Previous Financial Year(2020) |
|Revenue from Operations ||10591.66 ||12568.74 |
|Other Income ||46.73 ||83.05 |
|Total Income of the Company ||10638.39 ||12651.79 |
|Profit before Depreciation Finance Costs Exceptional items and Tax Expense ||370.60 ||516.44 |
|Less: Depreciation/ Amortisation/ Impairment ||136.39 ||129.32 |
|Profit before Finance Costs Exceptional items and Tax Expense ||234.21 ||387.12 |
|Less: Finance Costs ||157.73 ||196.73 |
|Profit before Exceptional items and Tax Expense ||76.49 ||190.39 |
|Add/(less): Exceptional items ||0 ||0 |
|Profit before Tax Expense ||76.49 ||190.39 |
|Less: Tax Expense (Current & Deferred) ||11.18 ||10.12 |
|Profit for the year (1) ||65.30 ||180.27 |
|Other Comprehensive Income (2) ||32.80 ||(3.10) |
|Total Comprehensive Income (1+2) ||98.10 ||177.17 |
|Balance of profit /loss for earlier years ||3138.04 ||2960.87 |
|Add: Revaluation Reserve ||48.56 ||48.56 |
|Balance carried forward ||3284.70 ||3186.6 |
The issued capital subscribed capital and paid up equity share capital of the Companyas on March 31st 2021 was Rs. 13072600 (Rupees One Crore Thirty LakhsSeventy Two Thousand Six Hundred only) divided in to 1307260 (Thirteen Lakh SevenThousand Two Hundred Sixty) equity shares of Rs. 10/- each fully paid up.
During the period under review there is no change in the share capital of the Company.
The Board of Directors of your company has decided to transfer the profit into thereserve of the company. DIVIDEND
The Board of Directors of your Company after considering holistically the relevantcircumstances and keeping in view the company's dividend distribution policy has decidedthat it would be prudent not to recommend any dividend for future growth of the companyfor the year under review.
Management of the Company deployed the skills and efforts for achieving its objectivesand goals. In order to achieve the ultimate goal of maximizing the net worth ofshareholders of the Company by legitimate and fair means while discharging itsobligations towards the society and environment through the Corporate SocialResponsibility. The management aims to be more economical and to bring efficiency in theoperations of the company.
The company is regularly exploring for growth opportunities in its domestic andinternational market over last few years the Company has moved closer to the ultimateconsumers and has remained successful in positioning its products in a way that consumerscan connect with it. The Company has maintained international standards in its products.But due to economic slowdown as compared to last year the demand of paper decreasessharply. However despite unfavourable conditions for paper sector our economy was ableto fullfill all its debt obligations. The profit after tax (PAT) except (othercomprehensive income) has decreased significantly by around64% (approx) as compared tolast year.
The Company has recorded a decline in revenue of 15% (approx.) across all segments ascompared to last year. During the year under review the Company has achieved a turnover(Revenue from Operations) of Rs. (In lakhs) 10591.65/- as against previous figure of Rs.(In lakhs) 12568.74/- decrease in sale by 15% (approx).
During the year under review PBT (Profit Before Tax) was Rs. (In lakhs) 76.48/- ascompared to previous year figure of Rs.(ln lakhs) 190.39/-posting a decrease by 60 %(approx) in PBT. Net profit and PAT (profit after tax and other comprehensive income) wereRs.(ln lakhs) 98.10/- as compared to previous year figure of Rs. (In lakhs) 177.17/-reporting a decrease of45% (approx) in net profit as compared to previous year. Theoperating and fixed expenses has increased during the financial year resulting in lowerprofits and high operating cost.
The Company's current installed capacity is 33000 MT per annum. During the year underreview there was no increment in the instal led production capacity of the company.
STATE OF THE COMPANY
The following statement on the affairs of the company under review:
1. The Company engaged in single segment i.e. company engaged in manufacturing ofPaper.
2. There is no changes in status of the company.
3. There is no changes in financial year of the company.
4. There is a Capital expenditure in Plant and Machinery including co-generation systemof Rs. 338.27 lakhs to improve the quality and efficiency of paper which has taken effecton the financial position of the company.
5. There are no acquisition merger expansion modernization and diversificationduring the year in the company under review.
6. With the outbreak of CoVID-19 pandemic the country faces a nationwide lock downfrom 1st April 2020 (Janta Curfew). Due to which company suffered a loss inproduction proportionately for more than a month which has adversely affected the affairsof the company significantly during the year under review.
CASH AND EQUIVALENTS
Cash & Equivalents as on date 31st March 2021 was Rs. (In lakhs)14.25/-.The Company continue to focus on judicious management of its working capitalreceivables inventories and other working capital parameters are kept under strict checkthrough continuous monitoring.
EARING PER SHARE (EPS)
The Earning per equity share of the company for the financial year ended on 31/03/2021was Rs. 5.0/-per share and previous year was Rs. 13.79/-per share. The Company hasreported a decline of 64% in EPS for the FY 20202021.
CHANGES IN FUNCTIONAL STRUCTURE OF THE COMPANY
Earlier the Company worked as a single unit but for availing the income tax benefitthe Company was divided into two units or undertaking One was paper manufacturing andSecond was power plant unit and both were working as independent units under the Name andStyle of Sangal Papers Limited. The Board of Directors of the company apprised that toachieved maximum productivity with minimum wasted effort or expense and to operatebusinesses efficiently to maximize profits of the company in a well-organized andcompetent way. For these purpose and for availing Income Tax benefit under section 80- IAof the Income Tax Act 1961. The power plant unit and paper unit is working as a separateunit since 1st April 2018.
The Company's properties including building plant and machinery stocks stores etc.have been adequately insured against major risks like fire earthquake terrorismburglary etc.
The Company has not accepted any fixed deposits from public and as such accordingly noamount principal or interest amount was outstanding as on the date of the Balance Sheet.
Your Company enjoys credit rating from Brickwork Ratings The Brickwork Ratings IndiaPvt. Ltd. has granting credit rating to the company as BWR BBB- (Pronounced as BWR TripleB Minus) Outlook: Negative (Reaffirm) for Fund Based - Cash Credit and Term Loan (o/s)and BWR A3 (Pronounced as BWR A Three) (Reaffirm) for Non Fund Based: Bank Guarantee andILC/FLC for the FY 2020-2021. However till the preparation of this report For the FY2021-2022 the rating is under process with credit rating company and as soon as therating assigned it shall be disclosed on company's website"www.sangalpapers.com" and BSE immediately.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given or granted any loans or guarantee covered under theprovisions of section 186 of the Companies Act 2013 and other details can find on theNotes to the financial statements of the Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
In the term of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 the Management Discussion and Analysis is set out in this Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its
objectivity and independence the Internal Audit function reports to Chairman of theAudit Committee and Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 including any amendments if any your Company atits Board Meeting held on 30th Day May 2019 approved and adopted a policy onCorporate Social Responsibility (CSR) such Policy has hosted on the website of theCompany. During the Financial year ended 31st March 2021 the CSR committeemeet two times i.e. 3rd September 2020 and 24th March 2021.TheCompanies (Amendment) Act 2020. Notification dated 28th September. 2020 AmendmentEffective from 22nd January 2021 as notified by Ministry of Corporate Affairs with the aimand purpose of ease of doing business has delegated the power and duties of the CSRcommittee to the Board such that Net CSR obligation of the company shall be less thanRupees Fifty lakh. On account of which Board of the Company in its meet dated 24thMarch 2021 approved the same and dissolve the committee and take over the charge of theCSR committee for the FY 2021-22 onwards.
The company is exploring more venues to provide maximum relief and benefits to thebeneficiary as per Sch vii with such fund. At the end of FY 2020-21 no amount has beenspend under CSR. The company has reserved such amount of Rs. 8.58 lakhs with two seperateFD's with SBI Account amounting Rs. 4 lakhs and Rs. 4.58 lakhs respectively. The detailedreport on CSR activities is attached as Annexure-I to this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as required to be disclosed pursuant to Section 134(3)(m) of TheCompanies Act 2013 read with Rule 8 of the Companies(Accounts) Rules 2014 are given tothe extent applicable herein below:
CONSERVATION OF ENERGY
The Paper manufacturing Industries are one of the growing industries in India. Thebasic need of paper industries is raw material i.e. waste paper and energy to produce thefinal product. Our company is seeking to optimize use of energy and installing newequipment for reduce the consumption of energy and pollution at all its manufacturingfacilities and registered office at Vill. Bhainsa 22km Meerut - Mawana road Meerut UP.The company is ensuring:
A) ELECTRICAL ENERGY:
(a) A provision of Energy Efficient Pumps for ETP/STP Water Supply and Fire Systems.
(b) Use of Energy Efficient LED Lighting for manufacturing and office.
(c) Optimization of processes and operational control.
(d) The manufacturing operations are conducted in the manner whereby optimumutilization and maximum possible savings of energy is achieved.
(e) Specific investment has been made to reduce energy consumption by installing VFD'sand other electrical equipments.
(f) As the impact of measures taken for conservation and optimum utilization of energyare not quantitative its impact on cost cannot be stated accurately.
(a) Rain water harvesting with Ground Recharge.
(b) Replacement of underground hydrant and water pipeline with above ground levelpipeline toarrest water leakages.
(c) Zero discharge of waste water.
Company's products are manufactured by using In-house know how and no outsidetechnology is being used for manufacturing activities. The Company is adopting greeninitiative for reduce the pollution and being more eco friendly. Therefore no technologyabsorption is required. The Company constantly strives for maintenance and improvement inquality of its products and entire in-house Research & Development activities aredirected to achieve the aforesaid goal.
IMPORTS/ EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Imported raw materials during the year detailed as per mentioned in notes offinancials statements of the company.
The Company exports the paper to Gulf European Asian and other Countries all over theworld during the year export decreased to Rs. (in lakhs) 970.48 from Rs. (in lakhs)1401.96 in the previous year. The Company has reported a decline of 31% in export for thesaid financial year.
Details are provided under the Point 23.A. (ii) of "Notes to FinancialStatements" for the financial year ended as on 31st March 2021.
DEVELOPMENTS IN INDUSTRIAL RELATIONS/ HUMAN RESOURCES INCLUDING NUMBER OF EMPLOYEEEMPLOYED
Employee wealth is main key of success of an organisation it is our obligation providemore facilities to the employee. The company is a paper manufacturing industry we arecommitted to maintaining a culture and custom for our employee to attract and retain thebest talent. During the year under review your Company enjoyed cordial relationship withworkers and employees at all levels.
CORPORATE GOVERNANCE REPORT
The Corporate Governance Report which form an integral part of this Directors' reportis set out as separate Annexure together with the Certificate from the auditors of theCompany regarding compliance with the requirements of Corporate Governance as stipulatedunder various regulations of the SEBI (Listing obligations and disclosure requirements)Regulations 2015.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention of sexual harassment policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and the Rules there under. An Internal Complaints Committee ("ICC') hasbeen set up from the senior management which is responsible for redressed of complaintsrelated to sexual harassment and follows the guidelines provided in the Policy. During theyear ended March 31 2021 no complaints pertaining to sexual harassment have beenreceived.
DIRECTORS RETIREMENT AND RE-APPOINTMENT
Pursuant to the provisions of section 152 of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Vinayak Sangal (DIN NO. 06833351) Director(Non-Executive)retires by rotation and being eligible offers himself for re- appointment.The Board of Directors recommends the re-appointment of Mr. Vinayak Sangal (DIN: 06833351)as director of the Company.
Pursuant to the provisions of section 152 of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Tanmay Sangal (DIN: 01297057) Director (Non-Executive)retires by rotation and being eligible offers himself for re-appointment. The Board ofDirectors recommends the re-appointment of Mr. Tanmay Sangal (DIN: 01297057) as directorof the Company
The Board proposed for approval of shareholder for appointment/re-appointment ofManaging Director Executive Director and Whole Time Director based on the recommendationof the Nomination and Remuneration Committee. Mr. Himanshu Sangal (DIN- 00091324) Mr.Amit Sangal (DIN- 00091486) has expiry of his tenure on 31st March 2021. Onthe recommendation of the Nomination and Remuneration committee the Board of Directors ofthe company has reappointed (subject to approval of members at General Meeting) of Mr.Himanshu Sangal as Managing Director and Mr. Amit Sangal as Executive Director at themeeting of Board of directors held on March 24th 2021 for a term of five yearsw.e.f. 1st April 2021 upto 31st March 2026. The Board now recommendsthe said re-appointments for approval of members in the ensuing Annual General Meeting ofcompany.
DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")
The Board of Director of the Company having such executive and non-executive directors.
Key Managerial Personnel
Mr. Himanshu Sangal (Managing Director) Mr. Amit Sangal (Whole Time Director cum CFO)Mr. Arpit Jain (Company Secretary) of the Company.
Mr. Tanmay Sangal (President Marketing cum Director) Mr. Vinayak Sangal (PresidentOperation cum Director) Mr. Prem Sethi (Independent Director) and Mrs. Geeta Gupta(Independent Women Director) of the Company.
Pursuant to the Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Board of Directors of the Company appointed Mr. Prem Sethi(Non-executive Director) as chairperson of the Board of Directors of the company.
Pursuant to Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 mandate that the Board shall monitor and review the Board evaluationframework. The framework includes the evaluation of the Board of Directors on variousparameters the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the Working of its Audit Committee Nominationand Remuneration Committees and Stakeholder Relationship Committee. The Board specifiedthe manner in which the evaluation has been carried out and explained in the CorporateGovernance Report.
DIRECTOR APPOINTMENT AND REMUNERATION POLICY
The policy on directors' appointment and remuneration including criteria fordetermining qualification positive attribute and independence of a director and otherrelevant matter as required as per section 178(3) of Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 The Board has on therecommendation of the Nomination and Remuneration Committee framed a policy for selectionand appointment of Directors Senior Management and their remuneration. Remunerationpolicy has posted on website of the Company at www.sangalpapers.com. you may find. TheDirectors' appointment and Remuneration Policy also stated in Corporate Governance Report.
DECLARATION BY THE INDEPENDENT DIRECTORS
The Company received necessary declaration from each independent director under section149(7) of Companies Act 2013 that Mr. Prem Sethi (Independent Director) and Mrs. GeetaGupta (Independent women Director) meets the criteria of independency laid down in section149(6) of Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015.
Pursuant to the Regulation 16(l)(b) of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 and based on the confirmation/affirmation received from Mr.Prem Sethi (Independent Director) and Mrs. Geeta Gupta (Independent women Director) thatthey were not aware of any circumstances that are contrary to the declarations submittedby Independent Directors the Board acknowledges the veracity of such confirmation andtakes on record the same.
FAMILIARIZATION PROGRAM AND INDEPENDENT DIRECTORS MEETING
During the financial year as per company policy the Board of Directors of the companyconduct a separate meeting of the independent director for the purpose of evaluation ofthe Board of Directors as whole and individually and also conduct the familiarizationprogram for introduce to the Board attend an orientation program. The Details of Trainingand familiarization program are provided in the corporate governance report and alsoavailable on website (www.sangalpapers.com) of the company.
We understand the value and importance of balanced and diverse board in the company. Wealways support a better/best board in the company. The Company believes that a trulydiverse board will changes in thoughts perspective knowledge skills industryexperience cultural and geographical background age gender that will help us retain ourcompetitive advantage.
MEETINGS OF BOARD OF DIRECTORS AND COMMITTEE
During the financial year 2020-2021 Eight (8) Board of Directors Meetings Six (6)Audit Committee Meetings Two (2) Nomination and Remuneration Committee Meetings One (1)Stake holder Relationship Committee meetings Two (2) Corporate Social Responsibility wereconvened and held. The details of which given in the Corporate Governance Report. Themaximum interval between any two meeting of the Board of Directors and the AuditCommittee did not exceed 120 days as prescribed under the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
AUDIT COMMITTEE RECOMMENDATIONS
During the year all the recommendations of Audit Committee were reviews and approvedby the Board of Directors if any.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMAPNY
There has been a loss of production due to outbreak of CoVID-19 and (Janta Curfew)nation lock down as declared by the government from 22nd March 2020. Howeverwith the exceptions granted by local authorities and state/central government. The Companyhas restarted its production from 1st day of May 2020 with relevant grants andpermission as required. On account of such lock down the company suffered an opportunityloss of production of goods and revenue proportionately for morethan a month approximatelyduring the FY 2020-2021 due to this lockdown.
CHANGE IN THE NATURE OF BUSINESS
The Company engaged in single segment i.e. manufacturing of paper The Company has notundergone any changes in the nature of the business during the financial year.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
The company recover the debt after one time settlement out of the court with HindSamachar Limited unit of (Punjab Kesari) in Rs. 7000000 (Rupees Seventy lakhs only) onthe condition such that case shall be withdrawn by the company before Hon'ble High Courtof Punjab & Haryana at Chandigarh. On account of which suffered a loss of Rs.12725724 in the form of bad debts.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 Your directors confirm that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed with no material departures;
(b) They 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 fairreview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the same period;
(c) They have 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) They have prepared the annual accounts on a going concern basis;
(e) They have laid down internal financial controls to be followed by the Company andthat such internal financial control are adequate and are operating effectively;
(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively;
RELATED PARTY TRANSACTIONS
Sangal Papers Limited has formulated a policy on Related Party Transaction. The same isavailable on the company website (www.sangalpapers.com). All the Related PartyTransactions are placed before the audit committee for its review on quarterly basis. Therelated party transactions have already been disclosed in the financial statements. Notransaction of material nature has been entered into by the Company during the year whichmay have potential conflict with the interest of the Company. All related partytransactions that were entered into during the financial year were on arm's length basisand were in the ordinary course of the business. There are no materially significantrelated party transactions made by the company with promoters key managerial personnel orother designated persons which may have potential conflict with interest of the Company atlarge.
All transactions with related party falls under the scope of Related Party Transactionsare complied with the provisions of section 188(1) of the Companies Act 2013 Informationon transactions with related parties pursuant to section 134(3)(h)of the Act read withrule 8(2) of the Companies (Accounts)Rules 2014 are given in Annexure II in Form AOC-2and forms part of this report
SUBSIDIARY COMPANIES JOINT VENTURE AND ASSOCIATE COMPANY
The Company does not have any subsidiary joint venture and associate company duringthe relevant financial year 2020-2021.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct and which is applicable to themembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings/behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "Code ofBusiness Conduct" which forms and Appendix to the Code and same is available on thecompany website (www.sanealpapers.com).
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.
Tanmay Sangal and Vinayak Sangal directors of the company has bought 3 shares and 100shares respectively during trading window closure in the month of April 2020. The same hasbeen duly informed by the respective directors to the company and intimated to the BSE(stock exchange) with reason recorded on the same. The director informed it was technicaland unintentional breach. Necessary disclosures under SEBI (PIT) Regulations as applicableas been duly followed on the same.
All the Board members and the Senior Management personnel have confirmed complianceswith the code. All management Staff was given appropriate training in this regard.
MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 the Company hasformulated a Whistle Blower Policy to establish a vigil mechanism for directors andemployees of the Company. The purpose and objective of this Policy is to provide aframework to promote responsible and secure whistle blowing. It protects the employeeswishing to raise a concern about serious irregularities within the Company. The details ofthe Whistle Blower Policy are explained in the Corporate Governance Report and also postedon the website of the Company (www.sanealpapers.com).
Pursuant to the provisions of section 139 of the Companies Act 2013 the rules madethereunder M/s Raj Sandhya & Co. Chartered Accountants (Registration No.:002011C)Muzaffarnagar have been appointed as Statutory Auditors of the Company at the 37thannualgeneral meeting held on 29th September 2017 for a period Five (5) years tillthe conclusion of 42nd Annual General Meeting to be held in the year 2022. TheAuditors have confirmed that they are not disqualified in terms of Section 141 of theAct. As required under provisions of Section 139 Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 the Auditors have confirmedthat they hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India.
Pursuant to the provision of the section 148 (3) of Companies Act 2013 read with rule6 (2) of Companies (Cost Records and Audit) Amendment Rule 2014 (include any modificationor re-enactment thereof if any) and other applicable law rules or regulations if any.Pursuant to Section 148 of the Companies Act 2013 read with the Rule 6 (2) Companies(Cost Records and Audit) Amendment Rules 2014 (include any modification or re-enactmentif any) the Company has appointed Mr. S. R. Kapur Cost Accountant (Membership No.:-M-4926) Add.: 278 PakkaBagh Holi Chock Khatauli Muzaffarnagar UP-251201 as CostAuditors of the Company for the financial year ended 2022 at such remuneration and otherterm and condition as may be agree by the Board of Directors of the Company.
Pursuant to provision of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 The Board of Directorsappointed Mr. DK Gupta proprietor of M/s D. K Gupta & Co. Practicing CompanySecretary (Membership Number: 5226 Certificate of Practice Number: 3599) to undertakethe Secretarial Audit of the Company for the financial year 2020-2021. The SecretarialAudit Report is annexed herewith as part of Boards' report.
AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
The observation made in the Auditors' Report read together with relevant notes thereonhave been explained in Notes on Account and hence do not call for any further commentsunder Section 134 of the Companies Act 2013. As required under section 204 (1) of theCompanies Act 2013 the Company has obtained a secretarial audit report. Observations ifany made there are self explanatory and read with Notes on Account of financial Statement.
PREVENTION OF INSIDER TRADING:
In January 2015 SEBI notified the SEBI (Prohibition of Insider Trading) Regulations2015 SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 and SEBI(Prohibition of Insider Trading) (Amendment) Regulations 2019. Pursuant thereto theCompany has formulated and adopted a new Code of practice for fair disclosure ofunpublished price sensitive information and Code of Conduct. The Code requirespre-clearance for dealing in the Company's shares and prohibits the purchase or sale ofCompany shares by the Directors and the designated employees while in possession ofunpublished price sensitive information in relation to the Company and during the periodwhen the Trading Window is closed. The Board is responsible for implementation of theCode. All Directors and the designated employees have confirmed compliance with the Codeduring the FY 2020-21 and the same has been informed under Code of Conduct section of thisreport.
Pursuant to the Section 134 (3) of the Companies Act 2013 Annual Return withnecessary annexure of the company for the year 2020-2021 also available on company'swebsite www.sanealpapers.com under "Financial Tab".
EXTRACT OF ANNUAL RETURN
As per the Companies (Amendment) Act 2017 (Effective from 28th August2020). The details forming part of the extract of the Annual Return as provided undersection 92(3) of the Companies Act 2013 in prescribed form MGT - 9 has been dispensedwith from FY 2020-2021. Hence detail and information of the same is available on company'swebsite www.sanealpapers.com/financials.
PARTICULARS OF EMPLOYEES
The provisions of Rule 5 (2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 (include any modification or amendment thereof ifany) requiring particulars of the employees in receipt of remuneration in excess of RupeesOne Crore and Two Lakh per year and Rupees Eight lakh Fifty Thousand per month only to bedisclosed in the Report of Board of Directors are not applicable to the Company as none ofthe employees was in receipt of remuneration in excess of Rupees One Crore and Two Lakhper year and Rupees Eight lakh Fifty Thousand per month during the financial year2020-2021.
The information required under section 197 (12) of the Companies Act 2013 read withRules 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 is given in the Statement annexed herewith as "Annexure-III
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous co-operation and assistance.