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Shree Krishna Paper Mills & Industries Ltd.

BSE: 500388 Sector: Industrials
NSE: N.A. ISIN Code: INE970C01012
BSE 00:00 | 16 May 25.80 -0.50
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NSE 05:30 | 01 Jan Shree Krishna Paper Mills & Industries Ltd
OPEN 25.80
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VOLUME 11
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52-Week low 11.45
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Mkt Cap.(Rs cr) 35
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Sell Price 0.00
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OPEN 25.80
CLOSE 26.30
VOLUME 11
52-Week high 34.55
52-Week low 11.45
P/E
Mkt Cap.(Rs cr) 35
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shree Krishna Paper Mills & Industries Ltd. (SHKRISHNAPAP) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the 49th Annual Report andAudited Financial Statements of the Company for the financial year ended March 312021.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended on March 312021is summarised below:

(Rs in Lakhs)

2020-2021 2019-2020
Revenue from Operations (Net) 6940.60 10127.58
Profit/(Loss) before exceptional items and tax (413.50) (1438.64)
Exceptional items -- 668.63
Profit / (Loss) before tax (413.50) (770.01)
Less: Tax expense (86.06) (233.41)
Profit / (Loss) for the year (327.44) (536.60)
Other Comprehensive Income 32.15 (55.74)
Total Comprehensive Income (295.29) (592.34)

During the year under review the revenue from operations was Rs 6940.60 lakhs againstRs 10127.58 lakhs in the last financial year. The Company has incurred a loss of Rs413.50 lakhs against loss of Rs 770.01 lakhs in previous year. The outbreak of Covid-19pandemic has caused significant disturbance and slowdown of business operations of theCompany in terms of sales and production. The Directors expect to recover from thesituation at the earliest and are hopeful for better performance during the current year.

DIVIDEND

The Directors have decided not to recommend any dividend due to losses incurred by theCompany during the year under review.

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31 2021 was Rs 1352.17 lakhs. During theyear under review the Company has not issued any shares with differential voting rightssweat equity shares and equity shares under Employees Stock Option Scheme.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed on Bombay Stock Exchange. The Company'sdelisting application with Calcutta Stock Exchange is pending since long.

IMPACT OF COVID-19 PANDEMIC

The COVID-19 breakdown has led to unprecedented socioeconomic disruption worldwide. Thenation-wide stringent lockdown led to significant disturbance in the economic activity ofthe Country. The disruption in the supply chain unavailability of the personnelimposition of travel restrictions etc. have impacted the business operations. After theend of the lock down the Company gradually started

its business operations with minimum workforce combined with work from home policy. Aseconomic activities have started recovering with the removal of the lockdown and gradualrelaxation in mobility restrictions the Company is continuously leveraging theopportunities to increase penetration in the market.

PUBLIC DEPOSITS

During the year under review the Company has not accepted any public deposit withinthe meaning of Chapter V of the Companies Act 2013 (the 'Act') and rules made thereunder.

EXTRACT OF ANNUAL RETURN

In compliance with the provisions of Sections 92(3) and 134(3)(a) of the Act theAnnual Return of the Company for the financial year ended March 312021 has been hosted onthe Company's website www.skpmil.com and web link for the same is:http://www.skpmil.com/AnnualReport

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Bishwanath Pasari (DIN: 00101519) one of our promoter Director has expired onSeptember 16 2020 due to ill health. The Company has immensely benefitted from his visionand leadership during his tenure as a Director of the Company.

The Board of Directors on the recommendation of Nomination and Remuneration Committee('NRC') and in accordance with provisions of the Act and SEBI Listing Regulations hasappointed Mr. Dev Kishan Chanda (DIN:00407123) as an Additional and Non-Executive (NonIndependent) Director on the Board w.e.f February 23 2021 liable to retire by rotationsubject to the approval of Shareholders in the ensuing Annual General Meeting ('AGM'). TheBoard recommends his appointment as Non-Executive (Non Independent) Director. Pursuant tothe provisions of Section 152 of the Companies

Act 2013 and the Articles of Association of the Company Mrs. Rakhi Verma (DIN:07995132) will retire by rotation at the 49th Annual General Meeting and beingeligible has offered herself for re-appointment.

During the year under review the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission if any and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board /Committee of the Company.

Pursuant to the provisions of Section 203 of the Companies Act 2013 and Regulation 6of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the KeyManagerial Personnel of the Company as on March 312021 are: Mr. Narendra Kumar Pasari(DIN: 00101426) Managing Director Mr. Sanjiv Kumar Agarwal Chief Financial Officer andMs. Ritika Priyam who act as Company Secretary & Compliance Officer of the Company.

The information on the particulars of Director eligible for appointment in terms ofRegulation 36(3) of SEBI (LODR) Regulations has been provided in the notes to the noticeconvening the Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations to theCompany under Section 149(7) of the Act that they meet the criteria of independence asprovided under Section 149(6) of the Act read with Regulation 16(1) (b) 'the ListingRegulations'. There has been no change in the circumstances affecting their status asIndependent Directors of the Company. The Company has received declarations from all theIndependent Directors of the Company confirming that they have registered their names inthe Independent Directors' Databank.

BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Act and Rule 8(4) of theCompanies (Accounts) Rules 2014 an annual performance evaluation was carried out by theBoard of its own performance Directors individually and Committees of the Board.Performance evaluation of the Board and Committees was done by the Board after seekinginputs from all Directors inter-alia covering different criteria viz. adequacy andcomposition of the Board transparency effectiveness of Board procedures observance ofgovernance and contributions of Directors at Board and Committee meetings. In evaluatingthe performance of individual Director criteria such as leadership qualitiesqualifications analytical skills knowledge inter-personal relationships etc. was takeninto consideration.

In compliance with Regulation 17(10) of the Listing Regulations the Board carried outperformance evaluation of Independent Directors without the participation of the Directorbeing evaluated. The performance evaluation was carried out based on parameters such asinitiative contributions independent judgement understanding the business environmentand understanding of strategic issues. There is no conflict of interest of IndependentDirectors with the Company.

Further to comply with Regulation 25 (4) of SEBI (LODR) Regulations the performanceof Non-Independent Directors and the Board as a whole was evaluated by the IndependentDirectors in their separate meeting.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company has in place a Nomination and Remuneration Committee in accordance with therequirements of the Companies Act 2013 read with the rules made thereunder and Regulation19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Committee has formulated a policy on Directors' appointment and remunerationincluding recommendation of remuneration of the key managerial personnel and seniormanagement personnel composition and the criteria for determining qualificationspositive attributes and independence of a Director. Nomination and Remuneration Policy isavailable on the Company's website at the link:http://www.skpmil.com/SKPDocumentsInvestorsDoc/20210816083053-Nomination%20and%20Remuneration%20Policy.pdf

COMMITTEES OF THE BOARD

The Company has constituted various Committees of the Board as required under theCompanies Act 2013 and the Listing Regulations. For details like composition number ofmeetings held attendance of members etc. of such Committees please refer to theCorporate Governance Report which forms a part of this Annual Report.

MEETINGS OF THE BOARD

During the year under review the Board of Directors met 15 times. For details of themeetings of the Board please refer to the Corporate Governance Report which forms a partof this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Company has constituted Corporate Social Responsibility (CSR) Committee in compliancewith the provision of section 135 of the Companies Act 2013 read with rules framed thereunder. The Corporate Social Responsibility Policy as approved by the Board may be accessedon the Company's website at the link:http://www.skpmil.com/SKPDocuments/InvestorsDoc/20210816083240-Corporate%20Social%20Responsibility%20Policy.pdf

The Company was not required to incur any amount on CSR activities during the financialyear 2020-21 due to losses. Accordingly annual report on CSR activities for the financialyear 2020-21 as required under Section 134 and 135 of the Act read with Rule 8 of theCompanies (Corporate Social Responsibility Policy) Rules 2014 and Rule 9 of the Companies(Accounts) Rules 2014 is not given.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 the Board of Directors to the best of their knowledge and abilityconfirm that:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed and there is no material departure from the same.

ii) 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 fair viewof the state of affairs of the Company as on March 312021 and of the loss of the Companyfor the year;

iii) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Annual Accounts are prepared on a going concern basis;

v) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;

vi) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and these systems are adequate and operating effectively.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary/joint venture/ associate company within themeaning of the Act.

CORPORATE DEBT RESTRUCTURING

The debts of the Company were restructured under Corporate Debt Restructuring (CDR)mechanism w.e.f. April 12009.

RISK MANAGEMENT

Risk management framework helps in identifying the critical risks and focusing onemerging risks in the business environment. The risk assessment is done at regularintervals. The periodical review of risks helps the management to mitigate the risks byappropriate action.

INTERNAL FINANCIAL CONTROLS

The Company's internal control systems are commensurate with the nature of itsbusiness the size and complexity of its operations and such internal financial controlswith reference to the Financial Statements are adequate. The Company has a process inplace to continuously monitor the same and identify gaps if any and implement new and/orimproved controls wherever the effect of such gaps could have a material effect on theCompany's operations.

CURRENT OUTLOOK

With the improvement in situation and people now adopting to Covid-19 norms andenvironment it is expected that the paper and paper products industry will witness anincrease in sales backed by better paper demand. Reopening of educational institutionswill also result in better demand of paper and paper products. With the increase inadvertisement spends by the businesses and household circulation of newspaper return tonormal level the demand of paper and paper products is expected to improve. The paper andpaper product industry is also likely to see price increases on account of returninghigher demand. Pulp and Paper industry will continue to play a major role in the world.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

As stipulated by Section 134(3)(m) of the Act read with Rule 8 of the Companies(Accounts) Rules 2014 particulars pertaining to conservation of energy technologyabsorption and foreign exchange earnings and outgo are given in 'Annexure-A' tothis Report.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

The Members at the 48th Annual General Meeting (AGM) of the Company held onSeptember 29 2020 had appointed M/s. Radheshyam Sharma & Co. Chartered Accountants(Firm Registration No. 016172N) as the Statutory Auditor of the Company to hold office fora term of five years till the conclusion of the 53rd Annual General Meeting tobe held in the year 2025.

Pursuant to the notification issued by the Ministry of Corporate Affairs on May 7 2018amending Section 139 of the Act and the Rules framed thereunder the mandatory requirementfor ratification of appointment of Auditors by the Members at every AGM has been omitted.Accordingly the Notice of ensuing AGM does not include the proposal for seeking approvalof members for ratification of appointment of Statutory Auditors of the Company.

The Auditors' Report on Financial Statements of the Company for the Financial Year2020-21 does not contain any qualification reservation or adverse remark.

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review. The observations of Statutory Auditors and Notesto the Financial Statements are self-explanatory and do not call for any further comments.

Cost Auditors

In compliance with the provisions of Section 148 of the Act read with the Companies(Cost Records and Audit) Amendment Rules 2014 and as recommended by the Audit Committeethe Board of Directors approved the appointment of M/s Vijender Sharma & Co. CostAccountants Delhi (Firm Registration No. 00180) as the Cost Auditors of the Company toconduct cost audits for the year ending March 31 2022. The Board on recommendations ofthe Audit Committee have approved the remuneration of Rs 75000/- (Rupees Seventy FiveThousand only) plus taxes at the applicable rates and reimbursement of out of pocketexpenses in connection with the aforesaid audit payable to the Cost Auditor subject toratification of their remuneration by the Members at the forthcoming AGM. The resolutionapproving the above proposal is being placed for approval of the Members in the Notice forthis AGM.

The Cost Audit Report for the financial year ended on March 31 2020 has been filedunder XBRL mode within the stipulated time period.

Secretarial Auditors

As stipulated by Section 204 of the Act read with Rule 9 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Board of Director has appointedM/s. BLAK & Co. Practising Company Secretaries New Delhi to conduct the SecretarialAudit of the Company for year ended March 31 2021. The Report of the Secretarial Audit isannexed herewith as Annexure - B. The said Secretarial Audit Report does notcontain any qualification reservations adverse remarks and disclaimer.

Internal Auditors

The Board of Directors has appointed M/s GAMS & Associates LLP CharteredAccountants as Internal Auditors of the Company to carry out internal audit of theCompany. The Company has adequate Internal Control and Internal Audit system commensuratewith its size and nature of its Business. The Internal Audit report is reviewed by theaudit committee from time to time.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES UNDER SECTION 186 OF THEACT

During the year the Company has not granted any loans or given guarantees/securitiesor made investments under section 186 of the Act. The earlier investments made by theCompany are provided in the notes to the financial statements in this Annual Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI Listing Regulations the Companyhas formulated a Policy on Related Party Transactions and the same can be accessed on theCompany's website at www.skpmil.com.

During the year under review all related party transactions entered into by theCompany were approved by the Audit Committee and were at arm's length and in the ordinarycourse of business. Prior omnibus approval is obtained for related party transactionswhich are of repetitive nature and entered in the ordinary course of business and on anarm's length basis.

The Audit Committee periodically reviews and approve all the related partytransactions.

There are no materially significant related party transactions entered into by theCompany which may have a potential conflict with the interest of the Company at large.Attention of members is drawn to the disclosure of transactions with the related partiesset out in Note No.55 of the Financial Statements forming part of the Annual Report.

Since all transactions which were entered into during the financial year 2020-21 wereon arm's length basis and in the ordinary course of business and there was no materialrelated party transaction no detail is required to be provided in Form AOC-2 prescribedunder Clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8(2) of theCompanies (Accounts) Rules 2014.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Act and Regulation 22 of the Listing Regulations theCompany has framed a Whistle Blower Policy and Vigil Mechanism. The Policy has been framedwith a view to provide a mechanism inter alia enabling stakeholders including Directorsindividual employees of the Company and their representative bodies to freely communicatetheir concerns about illegal or unethical practices and to report genuine concerns orgrievances as also to report to the management concerns about unethical behaviour actualor suspected fraud or violation of the Company's Code of Conduct. It is affirmed that nopersonnel of the Company have been denied access to the Audit Committee. The WhistleBlower Policy has been posted on the Website of the Company athttp://www.skpmil.com/SKPDocuments/InvestorsDoc/20210816083029-Whistle%20Blower%20Policy.pdf

CORPORATE GOVERNANCE

Your Company is committed to highest standard of Corporate Governance and DisclosurePractices to ensure that its affairs are managed in the best interest of all thestakeholders. A separate report on Management Discussion and Analysis and CorporateGovernance along with a certificate from the auditors of the Company regarding complianceof conditions of Corporate Governance as stipulated under Regulation 34 and Schedule V tothe SEBI (LODR) Regulations forms part of this Annual Report.

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

Your Company is committed to treat every employee with dignity and respect and has zerotolerance for sexual harassment at the workplace. Pursuant to the requirements under theprevention of sexual harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 the Company has enacted a policy and duly constituted InternalComplaints Committees. During the year under review no complaint relating to sexualharassment has been received. The policy has been posted on the Website of the Company athttp://www.skpmil.com/SKPDocuments/InvestorsDoc/20210816103633-Prevention%20of%20sexual%20harassment%20policy.pdf.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of theemployees of the Company is annexed as "Annexure-C" to this Report.

CREDIT RATING

As on March 31 2021 the long term credit rating of the Company was 'IVR BB' and shortterm rating was 'IVR A4'. Further details are provided in Corporate Governance Reportwhich forms part of this Annual Report.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. No amount has been or is proposed to be transferred to any reserves of the Company.

2. No significant or material orders have been passed by any Regulator or Court orTribunal which can have impact on the going concern status and the Company's operations infuture.

3. There were no special resolution passed pursuant to the provisions of Section 67(3)of the Act and hence no information as required pursuant to Section 67(3) of the Act readwith Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014 is furnished.

4. No material changes and commitments have occurred after the close of the year tillthe date of this report which affect the financial position of the Company.

5. The Company is in regular compliance with the applicable Secretarial Standardsrelating to 'Meetings of the Board of Directors' and 'General Meetings' during the yearand applicable provision of Secretarial Standards issued by the Institute of CompaniesSecretaries of India.

6. During the year under review no amount was required to be transferred to InvestorEducation and Protection Fund.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the co-operation andassistance received from the Government authorities banks vendors suppliers customersshareholders and all other stakeholders during the year under review. Your Directors alsowish to place on record their deep sense of appreciation for the committed services of allthe employees at all levels.

For and on behalf of the Board of Directors of

Shree Krishna Paper Mills & Industries Limited
Rakhi Verma Narendra Kumar Pasari
Director Managing Director
DIN:07995132 DIN:00101426
Place: New Delhi
Date: August 12 2021

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