On behalf of the Board of Directors it is our pleasure to present the 26thAnnual Report together with the Annual Audited Statement of Accounts of Sundaram MultiPap Limited ("the Company") for the year ended March 31 2020.
1. FINANCIAL PERFORMANCE:
The financial performance of Company for the year ended March 31 2020 is summarizedbelow:
|Particulars || |
| ||2019-20 ||2018-19 |
|Revenue from Operations ||9698.73 ||9958.85 |
|Other Income ||470.64 ||210.19 |
|Total Income ||10169.37 ||10169.04 |
|Less: Depreciation ||411.27 ||357.28 |
|Less: Finance Costs ||989.23 ||739.55 |
|Add/(less): Exceptional items ||- ||- |
|Profit / (Lossl before tax ||(269.85) ||586.26 |
|Less: Tax Expense (Current & Deferred) ||- ||- |
|Profit /loss for the year ||(269.85) ||586.26 |
|EPS (Basic & Diluted) ||(0.06) ||0.13 |
# Restated due to merger of subsidiary.
2. SUMMARY OF OPERATIONS:
During the year under review other income of the Company has increased to Rs 470.64/-lakhs as compared to Rs 210.19/- lakhs in previous year. During the year Company hasincurred net loss of Rs 269.85/- Lakhs as compared to net profit of Rs 586.26/- lakhs inprevious year. Pursuant to scheme of amalgamation which taken effect from June 15 2020Company has taken the effect of subsidiary while preparing the Financial Statement.
3. TRANSFER TO RESERVE:
In view of losses the Board of Directors of your company has decided not to transferany amount to the Reserves for the year under review
The Board of Directors of your company after considering holistically the relevantcircumstances has decided that it would be prudent not to recommend any Dividend for theyear under review."
5. STATE OF THE COMPANY'S AFFAIRS:
On September 27 2019 M/s. ECL Finance Limited has disbursed Loan of Rs 25/- Crores tothe Company and further Company has repaid the entire outstanding of Term Loan & CashCredit facilities of State Bank of India & Cash Credit facilities of IDBI Bank Limited(including Right of Recompense of State Bank of India & IDBI Bank Limited) and hencecompany is successfully released from the Restructuring of Banking limits.
Further on March 06 2020 M/s. Janakalyan Sahakari Bank Limited has disbursed WorkingCapital Term Loan of Rs 3/- Crores (Rupees Three Crores) and Mortgage Overdraft Facilityof Rs 12/- Crores (Rupees Twelve Crores) to the Company and further Company has repaid theexisting Inter-Corporate Loan.
Pursuant to the order dated April 30 2020 passed by Hon'ble NCLT Mumbai Bench in thematter of scheme of Amalgamation of E-Class Education System Limited (Subsidiary ofSundaram Multi Pap Limited) with Sundaram Multi Pap Limited E-Class Education SystemLimited (Subsidiary of Sundaram Multi Pap Limited) has been amalgamated with SundaramMulti Pap Limited.
Scheme of Amalgamation of E-Class Education System Limited (Subsidiary of SundaramMulti Pap Limited) with Sundaram Multi Pap Limited has become effective from June 152020. Appointed date as per the scheme is April 01 2018.
6. CHANGE IN THE NATURE OF BUSINESS:
During the year under review there has been no change in the nature of businessoperations.
7. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT:
The Company has received approval from the NCLT Mumbai Bench on April 30 2020(Certified Copy of Order Received on May 28 2020 and filed with Registrar of Companies onJune 15 2020) in respect of Scheme of Amalgamation of E-Class Education System Limited(Transferor Company) (51% Subsidiary of Sundaram Multi Pap Limited) with Sundaram MultiPap Limited (Transferee Company) in accordance with the Section 230-232 of the CompaniesAct 2013. Appointed date as per the Scheme is April 01 2018 and accordingly the Companyhas given the effect of the scheme in this financial statement in accordance with theScheme. Further in accordance with the scheme Transferee Company has allotted 10.32 fullypaid Equity Shares of face value of Rs 1/- each of Sundaram Multi Pap Limited for every 1fully paid Equity Share the face value of Rs 10/- of E-Class Education System Limitedheld by such shareholder in E-Class Education System Limited on June 18 2020.
COVID-19 has impacted the normal business operations of the Company by way ofinterruption in production supply chain disruption unavailability of personnel etc. Theimpact assessment of COVID-19 is an ongoing process and may be different from thatestimated as at the date of approval of financial results given the uncertaintiesassociated with its nature and duration and the company will continue to monitor allmaterial changes to the entity's business environment.
No other material changes and commitments have occurred after the close of the yeartill the date of this Directors' Report which affect the financial position of theCompany.
8. CAPITAL/ FINANCE:
As on March 31 2020 the issued subscribed and paid up share capital of your Companystood at Rs 271605773/- (Rupees Twenty Seven Crores Sixteen Lakhs Five Thousand SevenHundred and Seventy Three Only) comprising Rs 271605773/- (Twenty Seven Crores SixteenLakhs Five Thousand Seven Hundred and Seventy Three) Equity shares of Rs 1/- (Rupee OneOnly) each.
Pursuant to scheme of amalgamation authorized share capital stood increased to Rs680000000/- (Rupees Sixty Eight Crores Only) Further on June 18 2020 Company hasallotted 202272000 Equity Shares of the face value of Rs 1/- each. As on June 30 2020the issued subscribed and paid up share capital of your Company stood at Rs473877773/- (Rupees Forty Seven Crores Thirty Eight Lakhs Seventy Seven Thousand SevenHundred and Seventy Three Only) comprising 473877773/- (Forty Seven Crores ThirtyEight Lakhs Seventy Seven Thousand Seven Hundred and Seventy Three) Equity shares of Rs1/- (Rupee One Only) each.
9. INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of the Companies Act 2013 read with the Investor Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016("The Rules") the Company had sent individual notices and also advertised inthe newspapers seeking action from the shareholders who have not claimed their dividendsfor past seven consecutive years i.e for final dividend of the financial year ended 2011 -2012 and thereafter had transferred such unpaid or unclaimed dividends amounting to Rs91556/- and corresponding 37596 Equity Shares to Investor Education and Protection FundAuthority of Ministry of Corporate Affairs.
Shareholders /claimants whose shares unclaimed dividend have been transferred to theaforesaid IEPF Account or the Fund as the case may be may claim the shares or apply forrefund by making an application to the IEPF Authority in Form IEPF-5 (available onhttp://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority fromtime to time.
Further the Company shall be transferring the unclaimed Dividend for the financialyear 2012 - 2013 to the IEPF Account on or before October 31 2020. The Company shall alsobe transferring the shares on which the dividend has remained unclaimed for a period ofseven consecutive years to the IEPF Account simultaneously on the same date.
Further Your Company would like to bring to the notice of the shareholders that some ofthem have not claimed the dividends as per the under mentioned detail:
|Accounting Year ||Amount unclaimed as on 31-03-2020 (in Rs ) ||Proposed date of Transfer to IEPF |
|2012-13 ||Rs 84145/- ||31-10-2020 |
|2013-14 ||Rs 22937/- ||29-10-2021 |
Further Company has appointed Mr. Shantilal P. Shah Wholetime Director and Mr. BhaveshChheda Company Secretary as Nodal Officer under the provisions of IEPF.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL INCLUDING CHANGES IF ANY:
As per the provisions of the Companies Act 2013 Mr. Krunal S. Shah (DIN: 07877986)retires by rotation at the ensuing Annual General Meeting and being eligible seeksreappointment. The Board recommends the re-appointment.
Further Mr. Manikandan P. Kammenchery (DIN: 03323385) completed his term of five yearsas Independent Director and therefore retired upon completion of his term on September 292019.
Ms. Minjal V. Kadakia (DIN: 07135977) Independent Director of the Company wasreappointed as Independent Director for a second term of 5 (five) consecutive yearscommencing with effect from March 30 2020 up to March 29 2025
Mr. Paresh Jain (DIN: 05159799) was appointed as an Additional Independent Directorw.e.f. August 12 2019. Further his appointment was regularized as Independent Director inthe last AGM held on September 30 2019.
Board has appointed Mr. Hardik A. Shah (PAN: AHXPC6352M) as Chief Executive Officer ofthe Company w.e.f. June 30 2020.
Subject to approval of Shareholders in ensuing AGM Board in its meeting held on August28 2020 has reappointed Mr. Amrut P. Shah (DIN: 00033120) as Managing Director Mr.Shantilal P. Shah (DIN: 00033182) as Whole-time Director & Mr. Krunal S. Shah (DIN:07877986) as Whole-time Director respectively for the period of three years w.e.f. April01 2021.
11. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria for Independenceas laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
12. MEETING OF THE BOARD OF DIRECTORS:
The Board met Five (5) times during the Financial Year 201920 viz. on 23-05-201926-06-2019 12-08-2019 08-11-2019 and 12-02-2020.
Detailed information on the meetings of the Board of Directors is included in thereport on Corporate Governance which forms part of this Annual Report. Maximum gapbetween two Board Meetings did not exceed stipulated time as per the provisions ofCompanies Act 2013 or central government from time to time.
13. EXTRA ORDINARY GENERAL MEETING & NCLT CONVENNED MEETING:
Extra Ordinary General Meeting of the Members of the Company was held on July 22 2019to transact the following special businesses:
1. Increase in borrowing limits of board of directors from Rs 500 crores to Rs 700crores or the aggregate of the paid up capital and free reserves of the company whicheveris higher.
2. Authority to the board of directors or a committee thereof to sell lease mortgageor otherwise dispose-off the whole or substantially the whole of the undertaking(s) themovable and immovable properties of the company both present and future.
3. Conversion of loans into equity shares of the company.
4. To appoint M/s. R I Jain & Company Chartered Accountants as Statutory Auditorsof the company to fill up casual vacancy caused due to resignation of M/s JMR &Associates LLP.
NCLT Convened Meeting of the members of the Company was held on November 12 2019 inorder to approve the Scheme of Amalgamation of E-Class Education System Limited(Transferor Company) (51% Subsidiary of Sundaram Multi Pap Limited) with Sundaram MultiPap Limited (Transferee Company) in accordance with the Section 230-232 of the CompaniesAct 2013.
14. COMMITTEES OF BOARD:
As per the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as on March 31 2020 Company has fourCommittees namely Audit Committee Nomination & Remuneration Committee StakeholdersRelationship Committee and CSR Committee. The details of Composition of the said Committeeand their Meeting held during the year along with terms of reference of the saidCommittees of Board of Directors of the company is given in Corporate Governance Reportand is also placed on the Company's website at (http://www.sundaramgroups.in/committees/).
15. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT REMUNERATION AND EVALUATION:
The Current policy is to have an appropriate proportion of executive and independentdirectors to maintain the independence of the Board and separate its functions ofgovernance and management. As on March 31 2020 the Board consists of six membersincluding one managing director two whole-time directors and three are independentdirectors. The company has framed a Nomination Remuneration and Evaluation Policy. Theinformation with respect to the Company's policy on directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under sub-section (3) of section 178and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is available on Company's website on http://www.sundaramgroups.in/wp-content/uploads/2015/02/NOMINATION-REMUNERATION- AND EVALUATIONPOLICY.pdf. There has beenno change in the policy since last financial year.
16. FORMAL ANNUAL EVALUATION MADE BY BOARD OF DIRECTORS:
The Board of Directors carried out an annual evaluation of its own performance andperformance of the Chairman Board committees and individual Directors pursuant to theprovisions of the Section 134(3)(p) 149(8) 178 and Schedule IV Companies Act 2013 andthe Corporate Governance requirements under Regulation 25 (4) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure) Regulations 2015.
The Board along with the Nomination and Remuneration Committee developed and adoptedthe criteria and framework for the evaluation of each of the Directors and of the Boardand its Committees.
The evaluation was then conducted as per the approved process. The Chairman of theCommittee also had interactions with each of the Directors and sought their feedback andsuggestions on the overall Board Effectiveness and Directors performance.
In addition pursuant to the provisions of Schedule IV to the Companies Act 2013 theIndependent Directors reviewed the performance of the Non-Independent Directors and of theBoard as a whole performance of the Chairman of the Board taking into account the viewsof all the Directors and the quality quantity and timeliness of flow of informationbetween the Company management and the Board and its sufficiency for the Board toeffectively perform its duties.
The Chairman placed the Evaluation Summary before the committee members. The same wasdiscussed in detail and the members recorded their satisfaction.
17. REMUNERATION OF DIRECTORS AND EMPLOYEES OF LISTED COMPANIES:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annexure-3 to this Report.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are mentioned in Annexure-3 to thisreport.
18. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 it ishereby confirmed that:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the year and of the profitand loss of the company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions ofthe Act for safeguarding the assetsof the company and for preventing and detecting fraud and other irregularities;
(d) The directors have prepared the annual accounts on a going concern basis;
(e) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively; and
(f) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating effectively.
19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The internal control systems comprising of policies andprocedures are designed to ensure sound management of your Company's operationssafekeeping of its assets optimal utilization of resources reliability of its financialinformation and compliance. Based on the report of Internal Audit function correctiveactions are undertaken in the respective areas and thereby strengthen the controls.
The statutory auditors of the Company has audited the financial statements included inthis annual report and has issued a report on our internal financial controls overfinancial reporting as defined in Section 143 of the Act.
Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. The internal financial controls havebeen documented digitized and fixed in the business processes.
Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews control selfassessment continuous monitoring by functional experts aswell as testing of the internal financial control systems by the internal auditors duringthe course of their audits. We believe that these systems provide reasonable assurancethat our internal financial controls are designed effectively and are operating asintended.
20. FRAUDS REPORTED BY THE AUDITOR:
There have been no instances of frauds reported by Statutory Auditors under Section143(12) of the Companies Act 2013 and rules made thereunder either to the Company or tothe Central Government.
21. DISCLOSURES RELATING TO SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:
As on March 31 2020 your Company had only one Subsidiary viz. E-class Education SystemLimited. During the year under review your Company did not have any new subsidiary neitherdid it have an associate company nor did it enter in to a joint venture with any othercompany.
Further NCLT Mumbai Bench vide its order dated April 30 2020 (Certified Copy of OrderReceived on May 28 2020 and filed with Registrar of Companies on June 15 2020) hasapproved the amalgamation of Subsidiary viz. E-class Education System Limited (TransferorCompany) with Sundaram Multi Pap Limited (Transferee Company). Since said scheme becomeeffective from June 15 2020 (i.e. date on which Certified Copy of Order along with thescheme was filled with Registrar of Companies) M/s. E-class Education System Limitedceased to be subsidiary of the Company.
Therefore in accordance with Section 129 (3) of the Companies Act 2013 we haveprepared annual financial statements of the company in accordance with relevant accountingstandards issued by the Institute of Chartered Accountants of India which form part ofthis annual report.
Further since M/s. E-class Education System Limited has been amalgamated with SundaramMulti Pap Limited and ceased to be subsidiary of the Company w.e.f. June 15 2020pursuant to sub-section (3) of Section 129 of the Act the statement containing thesalient feature of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures is not applicable to theCompany as on the date of this report.
22. DETAILS OF DEPOSITS:
During the year under review company has not accepted any deposits within the meaningof Chapter V of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014. Hence there are no details to be disclosed under Rule 8(5) (v) of theCompanies (Accounts) Rules 2014.
23. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are provided in the notes to the Financial Statements.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered with Related Parties for the financial year under review wereon arm's length basis and in the ordinary course of business. During the financial yearthe Company had not entered into any contract / arrangement / transaction with relatedparties which could be considered material in accordance with the policy of the Company onmateriality of related party transactions.
The Policy on Materiality of Related Party Transactions and on dealing with RelatedParty Transactions as approved by the Board may be accessed on the Company's website at:(http:// www. sundaramgroups.in/company-policies/).
There were no materially significant related party transactions which could havepotential conflict with interest of the Company at large.
Members may refer to Notes forming part of financial statement which sets out relatedparty disclosures pursuant to IND-AS.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In line with the provisions of Section 135 of the Companies Act 2013 and the rulesframed there under with respect to the Corporate Social Responsibility (CSR) your Companyhas constituted a CSR Committee to recommend and monitor expenditure on CSR and alsoapproved the CSR Policy. The Company's policy on CSR is put up on the website of theCompany at the link http://www.sundaramgroups.in/ company-policies/.Since there isaverage loss in the last three immediately preceding financial years of your Company; themanagement was not required to conduct any CSR related activities.
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo as required to be disclosed under the Act are given below:
CONSERVATION OF ENERGY
Steps taken on conservation of energy and for utilizing alternate sources of energy:
The Operations of the Company are minimum energy intensive. However Your Company isalways in the lookout for energy efficient measures for operation and values conservationof energy through usage of latest technologies for improving productivity and quality ofproducts and services. A few of the energy conserving measures include the following:
a) A factory premise of the Company is well equipped with the transparent roofs in thefactory premises; the transparent roof drastically enables the company to reduce theartificial lightning.
b) Company has reduced the usage of paper in the normal course of transaction in orderto save paper and save environment.
c) Company had installed highly efficient machineries which help in conservation ofenergy and also factory premise is equipped with energy saving lamps.
d) Installing a few LED lights in the office. The plan is to replace in phases CFLbased lighting to LED based lighting which will give immense savings in Electricityconsumption.
e) Continuous monitoring of floor areas after normal working hours and switching offlights and Airconditioning.
The overall effect of the above measures has led to reduction of energy consumption.
The capital investment on energy conservation equipments:
Company had purchased new transport vehicles in order to improve the fuel andtransportation efficiency and to save the environment. This will ease the transportationof goods and also will save the time. No other major capital investments were made onenergy conservations equipment's during the year 2019-20.
Since business and technologies are changing constantly investment in research anddevelopment activities is of paramount importance. The Company is equipped with fully autobook manufacturing machine and has also adopted partly automation process. This hasresulted into the reduction in the labour cost and the cycle time from raw material to thefinal output of the product. This technology has helped the company to increase the outputwith better quality and low amount of wastage.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Details of Foreign Exchange earnings & Outgo if any are given in notes formingparts of Financial Statements.
27. RISK MANAGEMENT:
During the year under review the Company has identified and evaluated elements ofBusiness Risks. Business risk inter-alia further includes Financial Risk RegulatoryRisk Competition Risk Political Risk Fidelity Risk Environment Risk Legal Risk etc.The Risk Management Framework defines the risk management approach of the Company andincludes periodic review of such risk and also documentation mitigating controls andreporting mechanism of such risk. The Board of Directors and Senior Management currentlyassess the operations and operating environment to identify potential risk and takenecessary action to mitigate the same.
In accordance with Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board members were regularly informed about riskassessment and minimization procedures after which the Board formally adopted steps forframing implementing and monitoring the risk management plan for the company.
Pursuant to the provision of Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with respect to the formation of the Risk ManagementCommittee is not applicable to your Company.
Detailed policy framework is disclosed on the website of the Company at (http://www.sundaramgroups.in/ company- policies/).
28. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:
As per the provision of Section 177 (9) of the Companies Act 2013 and ListingRegulations applicable to the Company the Company is required to establish an effectiveVigil Mechanism for Directors and Employees to report genuine concerns. In line with thisthe Company has framed a Vigil Mechanism Policy through which the Directors and Employeesmay report concerns about unethical behavior actual or suspected fraud or violation ofthe Company's Code of Conduct & Ethics without fear of reprisal. The Policy providesfor adequate safeguards against victimization of employees who avail of the mechanism andalso provides for direct access to the Chairman of the Audit Committee. It is affirmedthat no personnel of the Company have been denied access to the Audit Committee. TheWhistle Blower Policy is placed on the website of the Company athttp://www.sundaramgroups.in/ company-policies/
29. MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS:
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.
30. STATUTORY AUDITORS:
During the year under review M/s. JMR & Associates LLP Chartered Accountants(Firm Registration Number: 106921W/W100300) had resigned w.e.f June 26 2019 as astatutory auditors of the company. Board of Directors in their meeting held on June 262019 had appointed M/s. R. I. JAIN & CO Chartered Accountants (Firm Registration No.103956W) to fill casual vacancy caused due to resignation of M/s. JMR & AssociatesLLP. Approval of the Shareholder was obtained for the same in the Extraordinary GeneralMeeting held on July 22 2019. Further in the last AGM held on September 30 2019 M/s. R.I. JAIN & CO Chartered Accountants (Firm Registration No. 103956W) was appointed asStatutory Auditors of the Company until the conclusion of the Annual General Meeting ofthe Company to be held in the calendar year 2024.
Auditors have made the following qualifications in their Report on FinancialStatements:
The balances of trade receivables trade payables loans and advances are subject toconfirmations reconciliation and consequential adjustments if any. Further no provisionhas been made for trade receivables which are outstanding since long and are to beprovided for.
Management's Response for the Auditors Observations:
Management considers the trade receivables as good and will be able to recover the samein near future hence impact of the same can't be ascertained.
31. SECRETARIAL AUDITORS:
Pursuant to Section 204 of the Companies Act 2013 your Company had appointed Ms.Amisha Shah Proprietor of M/s. A. V. Shah & Associates Practicing CompanySecretaries Mumbai as its Secretarial Auditors to conduct the Secretarial Audit for FY2019-20. The Company provided all assistance and facilities to the Secretarial Auditor forconducting their audit in fair and transparent manner.
Secretarial Audit Report:
The Secretarial Audit report on the compliance of the applicable Acts Laws RulesRegulations Guidelines Listing Agreement Standards etc. as stipulated by the provisionsof Section 204 of the Companies Act 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 forms part of this report as Annexure-2.The findings of the audit have been satisfactory.
32. INTERNAL AUDITOR:
The Company appointed M/s. F. A. Ansari & Associates Chartered AccountantsMumbai as its Internal Auditor for Financial Year 2019-20 as well as 2020-21. During theyear the Company continued to implement their suggestions and recommendations to improvethe control environment. Their scope of work includes review of processes for safeguardingthe assets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Internal Auditorsfindings are discussed with the process owners and suitable corrective actions taken asper the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.
33. COST AUDITOR:
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 the Cost Audit Report is not mandatorily applicable to ourCompany; hence no such audit has been carried out during the year.
34. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company hereby affirm that during the year under review it has complied with allthe applicable secretarial standards (including any modifications or amendments thereto)issued by the Institute of Company Secretaries of India.
35. EXTRACT OF ANNUAL RETURN:
The extract of the Annual return of the Company pursuant to section 134(3) (a) of theCompanies Act 2013 in annexed herewith as Annexure-1 to this Report.
36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As per requirements of Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosures) Regulations 2015 the Management's Discussion and Analysis ofthe financial condition and results of operations have been provided separately in theAnnual Report.
37. CORPORATE GOVERNANCE:
Your Company has complied with Regulation 34 of SEBI (LODR) Regulations 2015. TheReport on Corporate Governance as stipulated under Regulation 34 of SEBI (LODR)Regulations 2015 along with Secretarial Auditor/PCS Certificate forms part of thisreport. A certificate of the Managing Director and CFO of the company in terms of ListingRegulations inter alia confirming the correctness of the financial statements and cashflow statements adequacy of the internal control measures and reporting of matters to theAudit Committee is also annexed. Also a declaration signed by the Chairman and ManagingDirector stating that members of the board and senior management personnel have affirmedthe compliance vide Code of Conduct of the board and senior management is attached to thereport on corporate governance.
38. DISCLOSURE UNDER SEXUAL HARRESMENT AT WORK-PLACE:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. All women employees (permanent contractual temporary and trainee) are coveredunder this Policy. During the year 2019-20 no complaints on sexual harassment werereceived.
We hereby state and confirm that the Company has constituted an internal complaintscommittee to redress complaints received regarding sexual harassment under provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
39. LISTING AND DEMATERIALISATION:
The Equity Shares of the Company are listed on the BSE Limited & NSE Limited.Shareholders are requested to convert their holdings to dematerialized form to derive itsbenefits by availing the demat facility provided by NSDL and CDSL.
40. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:
As required under the regulation 34 (2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a cash flow statement is part of the Annual Report 2019 -2020. Further the Consolidated Financial Statements of the Company for the financial year2019 - 2020 are not applicable as there was only one subsidiary company which has beenamalgamated with the Company on or before the signing of Annual Audited FinancialStatements.
41. OTHER DISCLOSURES/REPORTING:
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:
A) Issue of equity shares with differential rights as to dividend voting or otherwise
B) Issue of shares (including sweat equity shares) to employees of the Company underany scheme
C) Voting rights which are not directly exercised by the employees in respect of sharesfor the subscription/ purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged undersection 67(3) of the Companies Act 2013).
42. CAUTIONARY STATEMENT:
Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include rawmaterial availability and its prices cyclical demand and pricing in the Company'sprinciple markets changes in Government regulations Tax regimes economic developmentswithin India and the countries in which the Company conducts business and other ancillaryfactors.
Your Directors place on record their appreciation for employees at all levels who havecontributed to the growth and performance of your Company.
Your Directors also thank the clients vendors bankers shareholders and advisers ofthe Company for their continued support.
Your Directors also thank the Central and State Governments and other statutoryauthorities for their continued support.
|For and on behalf of the Board of Directors || |
|Sundaram Multi Pap Limited || |
|Sd/- ||Sd/- |
|Amrut P. Shah ||Shantilal P. Shah |
|(DIN: 00033120) ||(DIN: 00033182) |
|Chairman & Managing Director ||Whole-time Director |
|Date: August 28 2020 || |
|Place: Mumbai || |