Shree Ajit Pulp and Paper Ltd.
|BSE: 538795||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE185C01017|
|BSE 00:00 | 12 Aug||297.95||
|NSE 05:30 | 01 Jan||Shree Ajit Pulp and Paper Ltd|
|Mkt Cap.(Rs cr)||160|
|Mkt Cap.(Rs cr)||159.70|
Shree Ajit Pulp and Paper Ltd. (SHAJITPULP) - Director Report
Company director report
TO THE MEMBERS:
Your Directors have pleasure in presenting their Twenty-sixth AnnualReport and the Audited Financial Statements for the year ended on 31st March 2021together with the Independent Auditor's Report thereon.
Your Directors have pleasure in recommending a modest dividend of 10%i.e. Rs. 1.00 per Equity Share (previous year 7.50% i.e. Rs. 0.75) on 5356700 EquityShares of Rs. 10/- each for the year 2020-21.
Management Discussion and Analysis:
Attached report on Management Discussion and Analysis which is formingpart of this report adequately deals with the operations as also current and futureoutlook of the Company.
Pursuant to Regulations of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate report titled Corporate Governance is attachedto this Annual Report.
The repayment of due loan installments and interest payment is beingregularly done.
Subsidiary Company Joint Venture and Consolidated FinancialStatements:
The Company's subsidiary Shree Samrudhi Industrial Papers PrivateLimited has not yet commenced any business.
As required by Section 129 (3) of the Companies Act 2013 andRegulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Consolidated Financial Statements for the year ended on 31st March 2021 prepared inaccordance with the relevant accounting standards as prescribed under Section 133 of theCompanies Act 2013 and the Auditors report there on are attached.
As required by first proviso of Section 129 (3) of the Companies Act2013 and Rule 5 of the Companies (Accounts) Rules 2014 the statement containing thesalient features of the financial statements of the Company's subsidiary (ShreeSamrudhi Industrial Papers Private Limited) and joint venture (Shree Samrat Pulp and PaperPrivate Limited) in form AOC-1 is also attached. The statement also provides the detailsof performance and financial position of the said subsidiary and joint venture Companies.
Shareholders interested in obtaining a copy of the annual auditedfinancial statements of the subsidiary Company may write to the Company and provide emailid.
Directors and Key Managerial Personnel:
In previous Annual General Meeting Mr. Gautam D. Shah (DIN: 00397319)was re-appointed as Managing Director of the Company for a period of 3 (three) yearsw.e.f. 1st July 2020. In previous Annual General Meeting Mrs. Bela G. Shah (DIN:01044910) was re-appointed as Whole-time Director and Chief Financial Officer of theCompany for a period of 3 (three) years w.e.f. 7th February 2020.
In previous Annual General Meeting Ms. Devashri Gautam Shah (DIN:08730963) was appointed as Director (Non-executive) of the Company w.e.f. 28th September2020.
Ms. Devashri Gautam Shah (DIN: 08730963) Director retires by rotationat the ensuing Annual General Meeting and being eligible offers herself forre-appointment.
Your Board of Directors appointed Mr. Yogesh V. Kabaria (DIN: 03265992)as Additional Director (Independent) of the Company w.e.f. 2nd December 2020 and he holdsoffice upto the date of ensuing Annual General Meeting. The necessary resolution forapproval of his appointment is being placed before the Annual General Meeting for yourconsideration.
Your Board of Directors re-appointed Mr. Nawalkishor D. Modi (DIN:00722024) as Independent Director of the company for second term of 5 (five) consecutiveyears with effect from 8th December 2020. The necessary resolution for approval of hisre-appointment under Sections 149 152 and Schedule IV of the Companies Act 2013 is beingplaced before the Annual General Meeting for your consideration. Mr. Laxminarayan J. Garg(DIN: 00786976) resigned and ceased as Independent Director of the Company with effectfrom 3rd March 2021. The Board places on record its appreciation of the valuable servicesrendered by him during his long tenure as Independent Director of the Company. The Companyhas received declaration from the Independent Directors that they meet the criteria ofindependence as prescribed u/s 149(6) of the Companies Act 2013 and Regulation 16(1)(b)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. In theopinion of the Board they fulfill the conditions for appointment/ re-appointment asIndependent Directors on the Board. Further in the opinion of the Board the IndependentDirectors also possess the attributes of integrity expertise and experience as requiredto be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules 2014.
All the Independent Directors have applied to Indian Institute ofCorporate Affairs for inclusion of their names in the data bank and submitted thedeclaration in this regards to the Company.
Pursuant to Section 92(3) read with Section 134(3)(a) of the CompaniesAct 2013 the Annual Return as on 31st March 2021 is available on the Company'swebsite on https://shreeajit.com/uploads/Annual_Return/pdf.pdf
Directors' Responsibility Statement:
In accordance with Section 134(5) of the Companies Act 2013 your Boardof Directors confirms that:
(a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
(b) The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and 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 had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
(f) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
Internal Financial Controls:
Your Company has in place adequate internal financial controlscommensurate with the size scale and complexity of its operations. Review of the internalfinancial controls environment of the Company was undertaken during the year which coveredverification of entity level control process level control identification assessmentand definition of key business processes and analysis of risk control matrices etc. Duringthe period under review effectiveness of internal financial controls was evaluated.Reasonable Financial Controls are operative for the business activities of the Company andno material weakness in the design or operation of any control was observed. The internalfinancial controls with references to the Financial Statements are commensurate with thesize and nature of the business of the Company.
Statement on Declaration Given by Independent Directors:
Every Independent Director has given declaration that he meets thecriteria of independence as provided in Section 149 (6) and Schedule IV of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Company's Policy on Directors' Appointment and Remuneration:
Pursuant to provisions of Section 134 (3) read with Section 178 ofCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board of Directors on recommendation of the Nomination andRemuneration Committee has adopted a policy for appointment and payment of remunerationto Directors / KMP(s) and other Senior Executives of the Company. The policy is placed onwebsite of the Company at www.shreeajit.com. The Nomination and Remuneration Committeealso recommends appointment and remuneration of Directors / KMP(s) and other SeniorExecutives of the Company based on expertise and experience. The Committee also ensuresthat the remuneration is sufficient to attract retain and motivate best managerialtalents.
Particulars of Loans Guarantees or Investment:
During the year the Company has not given any loans or guarantees ormade any investments exceeding limit under Section 186 of Companies Act 2013.
Particulars of Contract or Arrangement Regarding Related Party:
During the Financial Year 2020-21 the Company has entered into contract/ arrangement / transaction with related parties under Section 188 of the Companies Act2013 details of which as required to be provided under Section 134(3)(h) of theCompanies Act 2013 read with Rule (8)(2) of the Companies (Accounts) Rule 2014 aredisclosed in Form No. AOC-2 as annexure which forms part of this report. The policy onmateriality of related party transaction is placed on website of the Company.
Material Changes and Commitments Affecting Financial Position of theCompany:
Conservation of Energy Technology Absorption and Foreign ExchangeEarning and Outgo:
The relevant information is given as an annexure to this report.
Change in Nature of Business:
There has been no change in the nature of Business of the Companyduring the year.
Transfer of Amounts to any Reserve:
The Company was not required to transfer any amount to any reserveduring the year.
CSR Committee and Implementation of CSR Projects:
Pursuant to the provisions of Section 135 of the Companies Act 2013read with Companies (Corporate Social Responsibility) Rules 2014 and Schedule VII asamended from time to time a Corporate Social Responsibility (CSR) Committee of the Boardis in place comprising of the Managing Director and two Independent Directors of theCompany. The said Committee has been entrusted with the responsibility of formulating andrecommending to the Board a Corporate Social Responsibility Policy (CSR Policy) fromtime to time indicating the activities to be undertaken by the Company monitoring theimplementation of the framework of the CSR Policy and recommending the amount to be spenton CSR activities. The Annual Report for the year 2020-21 on CSR activities is annexedwith this report. The detailed CSR policy is placed on the website of the Company.
Establishment of Vigil Mechanism:
The Company has established a vigil mechanism for employees to reportconcerns about unethical behaviour actual or suspected fraud or violation of the code ofconduct and ethics of the Company. It provides for adequate safeguard against thevictimization of employees who avail the mechanism and are allowed direct access to theChairman of the Audit Committee and Ethics Counselor of the Company. The whistle blowerpolicy is placed on the website of the Company.
Pursuant to the provisions of Section 134 (3) (p) 149(8) and ScheduleIV of the Companies Act 2013 and Regulation 17 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time annualperformance evaluation of the Directors as well as of the Audit Committee Nominations andRemuneration Committee Stakeholders Relationship Committee and Corporate SocialResponsibility (CSR) Committee of the Board has been carried out.
The performance evaluation of the Independent Directors was carried outby the entire Board and the Performance Evaluation of the Chairman and Non-IndependentDirectors was carried out by the Independent Directors.
Particulars of Remuneration:
The information required under Section 197 of the Companies Act 2013and Rules made there under in respect of employees of the Company is as follows:
1. (i) The ratio of the remuneration of each Director to the medianremuneration of the employees of the Company for the financial year:
Note: Non-executive/ Independent Directors are not paid anyremuneration except the sitting fees for attending meetings of the Board and Committeesthereof.
(ii) The percentage increase in remuneration of each Director ChiefExecutive Officer Chief Financial Officer Company Secretary or Manager if any in thefinancial year:
Note: Non-executive/ Independent Directors are not paid anyremuneration except the sitting fees for attending meetings of the Board and Committeesthereof.
(iii) Percentage increase in the median remuneration of employees inthe financial year: 6.80% (iv) The number of permanent employees on the rolls of theCompany: 254
(v) Average percentile increase already made in the salaries ofemployees other than managerial personnel in the last financial year and its comparisonwith the percentile increase in the managerial remuneration and justification thereof andpoint out if there are any exceptional circumstances for increase in the managerialremuneration:
(vi) Affirmation that the remuneration is as per the remunerationpolicy of the Company: YES
2. Statement pursuant to Section 197 (12) of the Companies Act 2013read with Rule 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 for the year ended 31st March 2021:
The Company is addressing various risks impacting the paper industry.Some of the risks to which the Company is exposed are as under. Financial Risks: TheCompany's policy is to actively manage its foreign exchange risks. Commodity pricerisks:
The Company proactively manages risks of price fluctuation of rawmaterials through forward booking and inventory management. The Company's reputationfor quality product mitigates the impact of price risk on finished goods.
The Company is exposed to risks attached to various statutes andregulations. The Company is mitigating these risks by engaging competent person in eachfunctional area and through regular review of legal compliances carried out from time totime.
Human resources risks:
Retaining the existing talents and attracting new talents are majorrisks. These risks are mitigated by regular interaction with concerned employees andproviding congenial working conditions.
Disclosure under Sexual Harassment of Women at Work Place (PreventionProhibition and Redressal) Act 2013:
There was no complaint received from any woman employee during thefinancial year 2020-21 and hence no complaint is outstanding as on 31st March 2021 forredressal. The Company has complied with the provisions of the constitution of InternalCompliant Committee under Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
The company has not accepted any deposit from the public within themeaning of Chapter V of the Companies Act 2013 and rules there under.
Significant and Material Orders Passed by the Regulators:
During the financial year under review no significant and materialorders were passed by the Regulators or Courts or Tribunals that would impact the goingconcern status of the Company and its future operations.
The notes on financial statements referred to in the Auditors Reportare self-explanatory and do not require further explanation.
M/s. Deloitte Haskins & Sells LLP Chartered Accountants Mumbai(Firm Registration Number-117366W/W-100018) the Statutory Auditors of the Company areretiring at the ensuing Annual General Meeting and being eligible have offered themselvesfor re-appointment for a period of two years from the conclusion of this Annual GeneralMeeting till the 28th Annual General Meeting to be held in the year 2023. You arerequested to appoint them as Statutory Auditors of the Company for two years and fix theirremuneration.
Particulars of Frauds if any Reported under Sub-Section (12) ofSection 143 other than those which are Reportable to the Central Government:
No frauds have been reported by the Auditors under sub-section (12) ofSection 143 of the Companies Act 2013.
Secretarial Audit Report:
Pursuant to Section 204 of Companies Act 2013 your Company hadappointed Mr. V. C. Khambhata Practicing Company Secretary (CP No. 6177) as SecretarialAuditor to conduct the Secretarial Audit of the Company for the Financial Year 2020-21.The report of Secretarial Auditor is annexed with this report. The report does not containany qualification reservation or adverse remark.
The Company has complied with the Secretarial Standards issued by theInstitute of Company Secretaries of India in respect of Meetings of Board andShareholders.
Maintenance of Cost Records:
The Maintenance of cost records has not been specified by the CentralGovernment under Section 148(1) of the Companies Act 2013.
The Board wishes to express its appreciation to the BankersShareholders Customers Suppliers and Employees of the Company for their support duringthe year.