Shreyans Industries Ltd.
|BSE: 516016||Sector: Industrials|
|NSE: SHREYANIND||ISIN Code: INE231C01019|
|BSE 00:00 | 12 Aug||120.40||
|NSE 00:00 | 12 Aug||121.40||
|Mkt Cap.(Rs cr)||166|
|Mkt Cap.(Rs cr)||166.39|
Shreyans Industries Ltd. (SHREYANIND) - Director Report
Company director report
Your Directors are pleased to present the 42th Annual Report on theoperational and financial performance of the Company along with Audited FinancialStatements for the year ended 31 March 2022.
(Rs in lakhs)
During the year under review your Company has achieved a production of92999 MTs as against 73758 MTs in the previous year. Total revenue of the Company was RS604.66 crores against RS 386.96 crores of last year's. Profit before interest &financial charges and depreciation stood at RS 30.82 crores. Net profit after tax stood atRS 9.95 crores against RS 8.77 crores of last year's. The past two years were the mosttrying period for the business. Although the performance of the Company was comparativelybetter due to higher volume however the lower price realization coupled with increasingcost of raw material and fuel adversely impacted the profitability of the Company.
During the year the Company sustained its market leadership andcontinued to grow in terms of volume - solely due to the resilience of our team and thetrust of our customers. The focus of the Company was cost optimization and preservingliquidity as we tide through the turbulent times. The demand for writing and printingpaper improved significantly towards the end of the financial year however on the otherside extreme uncertainty and volatility in cost of key inputs and fuel has kept theoperating margins under pressure.
The Company witnessed challenging times from unprecedented inflationarypressures to concerns around timely availability of supply chain and logistics issues.Also re-emergence of COVID-19 continued to impact business demand across the world causedby social and economic disruption and lockdowns adding to the supply chain challenges andfueling further to cost pressures. While we are learning from this new order of doingbusiness in this changed socio-economic environment or as we call it the new normal themost important responsibility for us as an organization is to ensure the health of ourpeople. The Company continued to focus on important initiatives for improving safety andenvironmental compliance as well as improving the customer experience and operationalefficiencies.
The Indian Paper industry in general and the writing & printingpaper segment in particular was adversely affected because of shutdown of educationalestablishments for majority of the year and continued "Work from home"practices.
The main drivers for the growth of writing and printing segment remainintact which include significantly higher outlay for universal literacy. The domesticwriting and printing industry has started showing signs of improvement boosting overallsentiment. With Government continuous focus on education sectors we expect a huge scopefor growth for writing and printing paper in the near-term.
India's share in the demand for paper is growing as the domesticdemand is increasing at a steady pace. Growing manufacturing sector requirement ofbetter-quality packaging of FMCG products marketed through organized retail and the demandfor the upstream market of paper products such as tissue paper light weight coated paperand medical grade coated paper are expected to drive the paper & paper products marketin India in coming years. The per capita paper consumption in India at around 15 kgs isstill way behind the global average of 57 kg.
The year continued to be impacted on account of COVID-19. The 2nd and3rd wave of COVID-19 made it difficult for the paper industry to recover completely fromthe lows of FY'21. Subdued demand in writing and printing segment due to adversely hiteducational sector and decrease in government orders led to a substantial fall inoperating margins.
During the past many years our continuous emphasis has been ontechnical upgradation to enhance the speed to increase the productivity along withautomation and modernization of the equipment. The performance of both units of theCompany is as follows:
Total production of paper in this unit was 53168 MTs which was higheras compared to last year level of 42784 MTs. Additional capital expenditure plannedduring the current year includes Winder Machine with automaton features in place of oldwinder to reduce losses and improve productivity. New and higher capacity 8 MW CaptivePower generation Turbine was installed resulting increased generation of electrical powerat a much lower cost as compared to grid tariff. Besides above capital expendituretowards balancing facilities and essential sustenance capital projects is undertaken onyear-to-year basis.
SHREE RISHABH PAPERS
Total paper production in this unit was 39831 MTs which was higher ascompared to last year's production of 30974 MTs. The capital projects undertaken in theearlier years have enabled the unit for better utilisation of capacity qualityenhancement and cost reduction. With the economy and the business environment showing apositive growth trend the benefits will be more visible in the coming years. Additionalcapital expenditure planned during the current year includes Winder Machine with increasedautomaton features to reduce converting losses beside some other items for speeding upmachine from current level for higher production.
FINANCIAL REVIEW EQUITY SHARE CAPITAL
The paid up Equity Share Capital as on 31st March 2022 was RS 13.82crores. During the year under review the Company has neither issued any shares norgranted stock options or sweat equity.
An amount of RS 8.75 crores out of existing term loan of RS 32.85crores were repaid during the year. Overall financial cost relating to borrowingsincreased during the year owing to more utilization of working capital.
EXTERNAL CREDIT RATING
During the year under review CARE Ratings Limited has reviewed theexternal credit rating for the Long-Term Short-term Bank facilities and Fixed Deposits ofthe company and has reaffirmed the rating. The facility wise rating is as under:
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.
The Company does not propose to carry any amount to any reserves.
The Board of Directors had recommended dividend of RS 2/- per equityshare amounting to RS 276.49 lakhs for the year 2021-22 during their meeting held on 20thMay 2022. The dividend as recommended by the Board of Directors if approved at theAnnual General Meeting would be paid subject to deduction of tax (TDS) at the prescribedrates as per Income Tax Act1961 as amended by Finance Act 2020.
(Rs in Crores)
(Rs in Crores)
At the end of the year fixed deposits from the public were outstandingto the tune of RS 5.74 crores. There were no overdue deposits as on 31st March 2022.
Details of proposed capital expenditure have been discussed whilereviewing the performance of both the units. Capital expenditure planned will help theCompany in improving its operations in terms of quality and operating parameters alongwith cost effectiveness.
The demand during the year had fallen due to lockdowns imposed by theState Governments to combat the second wave of COVID-19 which affected the user industryand consequently lead to lower demand resulting in lower sales realisations and margins.However towards the end of the financial year showed impressive improvements in terms ofdemand for paper.
As we are entering FY23 we have started seeing the softening ofcommodity prices and impact of the same may start getting reflected on our margins fromsecond half of FY2023 onwards but given the current environment and global geo-politicalsituation it is difficult to predict. Given the cost increases since FY2021 we feel thatit may take another year's time to get back to normal margins level the recovery will begradual and over time. We shall continue to focus on improvisation in technology andmodernization of equipment's to achieve sustainable scalable and profitable growth.
NUMBER OF MEETINGS HELD
The details of Board and Committee/other meetings held in FinancialYear 2021-22 are given in the Corporate Governance Report.
DIRECTORS/ KEY MANAGERIAL PERSONNEL
Mr. Rajneesh Oswal Director of the Company is liable to retire byrotation at the forthcoming Annual General Meeting under article 86 of Article ofAssociation of the Company and being eligible offers himself for reappointment.
Mr. Anil Kumar (DIN 00009928) ED & CEO informed in Board Meetingheld on 12th November 2021 about his retirement from Shreyans Group from closing hours of31st March 2022. The Board has already taken note about his retirement from closing hoursof 31st March 2022.
On account of advancing age and health issues Mrs. Harbhajan Kaur Bal(DIN 00008576) Independent Director resigned from the Board of the Company w.e.f. 2nd May2022. Based on recommendation of the Nomination and Remuneration Committee of the Companythe Board in its meeting held on 20th May 2022 has considered and recommended appointmentof Mr. Krishan Sethi (DIN 00157646) as an Additional Director (Non-Executive Independent)on the Board of the Company. Further the Board is seeking to appoint Mr. Krishan Sethi asDirector (Non-Executive Independent) for a term of 5 (five) years.
All independent Directors have given declarations that they meet thecriteria of Independence as laid down under Section 149 of the Companies Act 2013 andRegulation 16[b] of the SEBI [Listing Obligations & Disclosure Requirements]Regulations 2015.
Pursuant to provisions of the Companies Act 2013 and ListingRegulations the Board has carried out an annual performance evaluation of its performanceand the performance of the individual Directors as well as the evaluation of the workingof its committees. The manner in which the evaluation was carried out has been explainedin the Corporate Governance.
The Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy for the selection appointment and remuneration of theDirectors Key Managerial Personnel and Senior Management. The said policy has beenuploaded on the website of the Company. The Key provisions of Nomination and Remunerationpolicy are appended as an Annexure I to the Board's report.
The Company has duly constituted Audit Committee the scope of which isquite comprehensive and is in conformity with the provisions of the Companies Act 2013and Listing Regulations. The composition of the Audit Committee is given in CorporateGovernance Report.
All the recommendations of the Audit Committee were accepted by theBoard.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/
WHISTLE BLOWER POLICY
The Company has formed the Whistle Blower Policy/Vigil mechanism asrequired under the Companies Act 2013 for directors and employees to report concernsabout unethical behavior actual or suspected fraud or violation of the Company's Code ofConduct and Ethics. Such mechanism/ policy is also uploaded on the website of the Company.
At 37th Annual General Meeting held on 7th September 2017 M/s K.C.Khanna & Company were appointed as statutory auditors of the Company to hold officefrom 37th Annual General Meeting till the conclusion of the 42nd Annual General Meeting.The Auditors' Report on the accounts of the Company for the year under review requires nocomments. Further there were no frauds reported by the Statutory Auditors of the Companyduring the period under review neither under Section 143(12) of neither the Act nor whichare reportable to the Central Government.
The Board in their meeting held on 20th May 2022 has recommended theappointment of M/S SCV & Co. LLP (formerly known as S.C. Vasudeva & Co.)Chartered Accountants(Firm Registration No. 000235/N5000089) as Statutory Auditors of theCompany to hold office from the conclusion of 42nd Annual General Meeting till theconclusion of 47th Annual General Meeting. In this regard the Company has received acertificate from the said auditors to the effect that their appointment is in accordancewith the provisions of Section 141 of the Companies Act 2013.
M/s Rajan Sabharwal & Associates were appointed as Cost Auditors ofyour Company for auditing the cost accounts records for Financial Year 2021-22 underprovisions of Section 148 of the Companies Act 2013. They are likely to submit Cost AuditReport within the prescribed time limit.
Furthermore the Board has re-appointed M/s Rajan Sabharwal &Associates as Cost Auditors of the Company for Financial Year 2022-23.
Pursuant to Section 204 of the Companies Act 2013 and Rules madethereunder M/s P.S. Bathla & Associates Practising Company Secretaries at Ludhianawere appointed to conduct the secretarial audit of the company for Financial Year 2021-22.The Secretarial Audit Report for Financial Year 2021-22 is appended as an Annexure II tothe Board's Report.
The Secretarial Auditors' in their report and in Annual SecretarialCompliance Report (Under Regulation 24A of SEBI LODR Regulations 2015) for year ended31st March 2022 marked observation for deviation for Regulation 17(1) of SEBI (LODR)Regulations 2015 related to appointment of Mrs. Harbhajan Kaur Bal (exceeding age 75)Independent Director and causing delay of 51 days.
The Board has re-appointed M/s P.S. Bathla & Associates PractisingCompany Secretaries Ludhiana as Secretarial Auditor of the Company for Financial Year2022-23.
RELATED PARTY TRANSACTIONS
All Related Party transactions entered during the financial year wereon arm's length basis and in the ordinary course of business. There were no materiallysignificant related party.
Management or their relatives which could have had a potentialconflict with the interests of the Company. Transactions with related parties entered bythe Company in the normal course of business are periodically placed before the AuditCommittee for its omnibus approval.
Since there were no contracts/arrangements/transactions which were notat arm's length basis or material with Related Party during the year; disclosure in formAOC-2 is not applicable.
The Board of Directors of the Company has on the recommendation of theAudit Committee adopted a policy to regulate transactions between the Company and itsRelated Parties in compliance with the applicable provisions of the Companies Act 2013the rules there under and Listing Regulations.
This Policy as considered and approved by the Board has been uploadedon the website of the Company at http://www.shreyansgroup.com/upload/c1449201532SIL_Related_Party_Transaction_Policy_07_11_2015.pdf
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 ofthe Companies [Appointment and Remuneration of Managerial Personnel] Rules 2014 isappended as an Annexure III and forms an integral part of this report.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return as of 31st March 2022 pursuant to thesub-section (3) of Section 92 of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 and forming part of the report isplaced at the website of the Company as per provisions of Section 134 [a] of theCompanies Act 2013.
The Company maintained healthy cordial and harmonious industrialrelations at all levels.
DEVELOPMENT AND IMPLEMENTATION OF A RISK
The Company has been addressing various risks through well-defined riskmanagement policy/procedures which in the opinion of the Board may threaten the existenceof the Company.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company had laid down adequate internal financial controls withreference to financial statements. During the year such controls were tested and nomaterial weakness in their operating effectiveness was observed.
BASIS OF PREPARATION OF FINANCIAL STATEMENTS
Financial statements for the year ended 31st March 2022 have beenprepared in accordance with Indian Accounting Standards [Ind-AS] the provisions of theCompany Act. 2013 and guidelines issued by the Securities and Exchange Board of India[SEBI]. The Ind-AS are prescribed under Section 133 of the Companies Act 2013 read withRule 3 of the Companies [Indian Accounting Standards] Rules 2015 and relevant amendmentrules issued thereafter.
ASSOCIATES AND SUBSIDIARIES
The Company has no Associates & Subsidiaries as on 31st March2022.
As per the provisions of Listing Regulations a separate Report onCorporate Governance practices followed by the Company together with a Certificate fromthe Practicing Company Secretary confirming compliance forms part of this report.
CONSERVATION OF ENERGY TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134[m] of the Companies Act 2013 readwith Rule 8 of Companies [Accounts] Rules 2014 the particulars relating to conservationof energy technology absorption and foreign exchange earnings and outgo is appended as anAnnexure IV to the Board's Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company through its CSR contributions aims at helping the needy anddisadvantaged sections of the society through initiatives in the sectors of communitywelfare health and education. We engage with local communities through regularsponsorships and dialogues.
In the financial year the company focused intensively towards thebetterment and upliftment of its surrounding areas. The Company spent RS 89.35 Lacs on CSRactivities during the year. For instance it contributed to the building of a familycounselling center for gender equality and women empowerment a food distribution drivewas conducted with a goal to reach 100 needy families refurbishment of schools etc.Further endowments were made through collaborations with social welfare societies likeLions club Sh. Paras Nath Public Charitable Trust.
Shreyans has actively contributed towards making good medical aidaccessible to all by providing medical equipments free health checkup and care etc.Additionally the Company had continued to financially support eye checkup and surgeriesin the local eye hospital.
Education being the building block for the future of the country wasanother sector of focus for the company. To enhance and promote education Shreyans fundedthe complete education expense of girl students at Guru Jagtar Singh Model High SchoolLudhiana constructed classrooms in the local schools distributed free of cost notebooksto the needy students etc. Based on recommendation of CSR Committee the Board ofDirectors of the Company has reviewed and adopted an amended CSR Policy at its BoardMeeting held on 11th February 2021 which is line with amended provisions by MCAnotification dated 22nd January 2021 and also incorporated changes in constitution ofcommittee into CSR policy of the Company. The said policy may be referred to at theCompany's website at http://shreyansgroup.com/upload/c1623665216CSR_POLICY_Amended_11_05_2021.pdf.
Annual Report on Corporate Social Responsibility (CSR) activities isappended as an Annexure V.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business.
There was no material change or change in commitments affecting thefinancial position of the Company that have occurred during the year and since the closeof financial year to the date of this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no significant and material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and Company's operations.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 of the CompaniesAct 2013 your Directors confirm that:
(a) In the preparation of the annual accounts the applicable IndianAccounting 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 this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) The directors had prepared the annual accounts on a going concernbasis; and
(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;
(Rs) The directors had devised proper systems to ensure compliance withthe provisions all applicable laws and that such systems were adequate and operatingeffectively.
Your directors state that no disclosure or reporting is required inrespect of the following matters as there were no transactions on these items during theyear under review.
a. Issue of equity shares with differential rights as to dividendvoting or otherwise.
b. The Company has already complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of women atworkplace [Prevention and Redressal] Act 2013. There were no complaints/cases reportedwith internal complaints committee formed under the Sexual Harassment of women atworkplace Act 2013.
Your Directors take this opportunity to express their appreciation forthe services made by the employees through their dedication hard work and commitment inachieving your Company's performance. In an increasingly competitive environmentcollective dedication of employees is adding superior and sustainable shareholder value.
The Board has pleasure in recording its appreciation of the assistanceco-operation and support extended to the Company by the Government Authorities CommercialBanks Financial Institutions and Depositors.
The Board also places on record its sincere appreciation towards theCompany's valued customers vendors shareholders and investors for their continuedsupport to the Company.