On behalf of the Board of Directors it is our pleasure to present the 27th AnnualReport together with the Annual Audited Financial Statements of Sundaram Multi PapLimited ("the Company") for the financial year ended March 31 2021.
1. FINANCIAL PERFORMANCE:
The financial performance of Company for the year ended March 31 2021 is summarizedbelow:
(Rs. In Lakhs)
|Particulars || |
| ||2020-21 ||2019-20# |
|Revenue from Operations ||5059.17 ||9698.73 |
|Other Income ||244.99 ||470.64 |
|Total Income ||5304.17 ||10169.37 |
|Less: Total Expenses ||6206.19 ||10439.22 |
|Profit / (Loss) before tax ||(902.03) ||(269.85) |
|Less: Tax Expense (Current & Deferred) ||(18.49) ||- |
|Profit /loss for the year ||(883.54) ||(269.85) |
|EPS (Basic & Diluted) ||(0.19) ||(0.06) |
# Restated due to merger of Subsidiary
2. SUMMARY OF OPERATIONS:
During the year the Company reported Revenue from Operations of Rs.5059.17 Lakhs ascompared to Rs.9698.73 Lakhs for the last year. There was a severe impact on the economyin first half of FY 2020-21 due to COVID-19 pandemic which caused disruption in businessand overall operations on account of lockdown imposed by the government. During the yearCompany took major steps to reduce operating costs. Cost reduction was achieved throughinnovative ideas renegotiations and strong budgetary control.
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:
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 on June 15 2020)in respect of Scheme of Amalgamation of E-Class Education System Limited (TransferorCompany) (51% Subsidiary of Sundaram Multi Pap Limited) with Sundaram Multi Pap Limited(Transferee Company) in accordance with the Section 230-232 of the Companies Act 2013.Appointed date as per the Scheme is April 01 2018 and accordingly the Company has giventhe effect of the scheme in this financial statement in accordance with the Scheme.Further in accordance with the scheme Transferee Company has allotted 10.32 fully paidEquity Shares of face value of Re.1/- each of Sundaram Multi Pap Limited for every 1 fullypaid Equity Share the face value of Rs.10/- of E-Class Education System Limited held bysuch shareholder in E-Class Education System Limited on June 18 2020.
6. CHANGE IN THE NATURE OF BUSINESS:
Pursuant to approval from the NCLT Mumbai Bench on April 30 2020 for Scheme ofAmalgamation of E-Class Education System Limited (Transferor Company) (51% Subsidiary ofSundaram Multi Pap Limited) with Sundaram Multi Pap Limited (Transferee Company) thebusiness of the Company has expanded into new segment of online education througheducational content which caters to online digital industry.
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:
There are no material changes affecting the financial position of the Companysubsequent to the close of the FY 2020-21 till the date of this report except due to theoutbreak of second wave of COVID-19 which has affected the business operations of theCompany during the first quarter for FY 2021-22. The Management is closely analyzing andmonitoring the situation.
8. CAPITAL/ FINANCE:
As on March 31 2021 the issued subscribed and paid up share capital of your Companystood at Rs.473877773/- (Rupees Forty Seven Crores Thirty Eight Lakhs Seventy SevenThousand Seven Hundred and Seventy Three Only) comprising 473877773/- (Forty SevenCrores Thirty Eight Lakhs Seventy Seven Thousand Seven Hundred and Seventy Three) Equityshares of Re.1/- (Rupee One Only) each.
Pursuant to scheme of amalgamation Company has allotted 202272000 (Twenty- CroreTwenty-Two Lakhs Seventy-Two Thousand) Equity Shares of the face value of Re.1/- (RupeeOne) each on June 18 2020.
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 to Investor Education and Protection Fund Authority(IEPF) 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 on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time totime.
Further the Company shall be transferring the unclaimed Dividend for the financialyear 2013-14 to the IEPF Account on or before October 29 2021. The Company shall also betransferring the shares on which the dividend has remained unclaimed for a period ofseven consecutive years to the IEPF Account simultaneously on the same date.
During the year the Company has transferred the below mentioned unclaimed dividendamounts and shares to IEPF :
Accounting Year Amount unclaimed No of shares
2012-13 Rs.83805/- 106539
Further Company has appointed Mr. Shantilal P. Shah Whole-time Director and Ms.Bhavika Dalal 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. Shantilal P. Shah (DIN: 00033182)retires by rotation at the ensuing Annual General Meeting and being eligible seeksre-appointment. The Board recommends his reappointment.
The members at the Annual General Meeting held on September 30 2020 had approvedreappointment of 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) asWhole-time Director for the period of three years w.e.f. April 01 2021.
During the year the Board has appointed Mr. Hardik A. Shah (PAN: AHXPC6352M) as ChiefExecutive Officer and Key Managerial Personnel of the Company w.e.f. June 30 2020.
During the year Mr. Bhavesh Chheda ceased to be the Company Secretary of the Companyw.e.f. January 15 2021 and Compliance Officer of the Company from February 11 2021 andsubsequently Ms. Bhavika Dalal was appointed as Company Secretary & ComplianceOfficer and Key Managerial Personnel of the Company with effect from February 12 2021.
11. DECLARATION BY INDEPENDENT DIRECTORS:
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16(1) (b) of Listing Regulations (including any statutory modification(s) orreenactment(s) for the time being in force). In the opinion of the Board all theIndependent Directors possess the integrity expertise and experience including theproficiency required to be Independent Directors of the Company. The Independent Directorsof the Company have registered themselves with the data bank maintained by IndianInstitute of Corporate Affairs (IICA).
12. MEETING OF THE BOARD OF DIRECTORS:
The Board met Six (6) times during the Financial Year 2020-21 viz. on 18-06-202030-06-2020 14-08-2020 28-08-2020 12-11-2020 and 12-02-2021.
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. COMMITTEES OF BOARD:
As per the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as on March 31 2021 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/).
14. IMPACT OF COVID-19 PANDEMIC ON THE PERFORMANCE OF THE COMPANY:
The year 2020 was an unusually challenging year for us. We were all affected by theCovid-19 pandemic in different ways as the lockdowns hit across the world.
In these difficult times of the pandemic resilience for an organization is paramount.During the year the Company focused on improving cash from operations and cutting costswhile achieving its goals. The health of the employees and workers became a priority;stoppage of operations for an uncertain period resulted in a large financial burden on theone hand and workforce idling on the other. The Company initiated various measures for theentire business eco-system helping the vendors and employees wade through this crisis. Wemade timely payments to all our business partners including vendors. Salaries were paidto all employees for the entire period.
The office based employees were working from home with the help of adequate digital andother assistance and those working from plants and other locations ensured undertakingutmost care and precaution at all times. Company's HR department is continuously in touchwith the employees to guide them and solve their problems and have continuously createdthe awareness of Covid-19 among the employees of the Company through E-mails and has alsoeducated the employees in respect of personal hygiene and precautions which needs to betaken in this situation of pandemic. India is currently experiencing a massive second waveof Covid-19 infections. However we expect no major changes in the economic activity asthe nation is preparing to face the Pandemic with vaccines and preparedness.
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 2021 the Board consists of six membersincluding one managing director two whole-time directors and three independent directors.The company has framed a Nomination Remuneration and Evaluation Policy. The informationwith respect to the Company's policy on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under sub-section (3) of section 178 and Regulation 19 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is available onCompany's website on http://www.sundaramgroups. in/wp-content/uploads/2 015/02/NOMINATION-REMUNERATION-AND EVALUATIONPOLICY.pdf. There has been no change in the policy since lastfinancial year.
16. FORMAL ANNUAL EVALUATION MADE BY BOARD OF DIRECTORS:
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and Individual Directors pursuant to the provisions of
the Companies Act 2013 and corporate governance requirements as prescribed bySecurities and Exchange Board of India ("SEBI") under the Listing Regulations.The performance of the Board was evaluated by the Board after seeking inputs from all thedirectors on the basis of the criteria such as the degree of fulfillment of keyresponsibilities Board composition and structure effectiveness of board processesinformation and functioning etc. In addition the Chairman was also evaluated on the keyaspects of his role. In a separate meeting of Independent Directors performance ofnonindependent directors performance of the Board as a whole and performance of theChairman was evaluated taking into account the views of Executive Directors andNon-Executive directors. The Directors expressed satisfaction with the evaluation process.
17. RECONCILIATION OF SHARE CAPITAL AUDIT:
As directed by the Securities and Exchange Board of India (SEBI) Reconciliation ofShare Capital Audit has been carried out at the specified period by a Practicing CompanySecretary.
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 of the Act for safeguarding theassets of 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 self-assessment continuous monitoring by functional expertsas well as testing of the internal financial control systems by the internal auditorsduring the course of their audits. We believe that these systems provide reasonableassurance that our internal financial controls are designed effectively and are operatingas intended.
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 2021 your Company did not have any subsidiary associate company nordid it enter in to a joint venture with any other company.
NCLT Mumbai Bench vide its order dated April 30 2020 (Certified Copy of Order Receivedon May 28 2020 and filed with Registrar of Companies on June 15 2020) has approved theamalgamation of Subsidiary viz. E-class Education System Limited (Transferor Company) withSundaram Multi Pap Limited (Transferee Company). Since said scheme become effective fromJune 15 2020 (i.e. date on which Certified Copy of Order along with the scheme was filledwith Registrar of Companies)
M/s. E-class Education System Limited ceased 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.
Since M/s. E-class Education System Limited has been amalgamated with Sundaram MultiPap Limited and ceased to be subsidiary of the Company w.e.f. June 15 2020 pursuant tosub-section (3) of Section 129 of the Act the statement containing the salient feature ofthe financial statement of a company's subsidiary or subsidiaries associate company orcompanies and joint venture or ventures is not applicable to the Company as on the date ofthis 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.
The details of the Related Party Transactions are set out in the Notes to FinancialStatements forming part of this Annual Report.
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/.
In response to the show cause notice dated November 1 2017 received from Registrar ofCompanies Mumbai for technical breach of the provisions of Section 134(3)(o) and 135(5)of the Companies Act 2013 the Company has applied for compounding of the alleged breachwith the Regional Director Western Region Mumbai. The current status of the applicationis under process.
Since there is average loss in the last three immediately preceding financial years ofyour Company; the management 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 Air-conditioning.
The overall effect of the above measures has led to reduction of energy consumption.
The capital investment on energy conservation equipment:
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.
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
risk assessment and minimization procedures after which the Board formally adoptedsteps for framing 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 at http://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 may impact the going concern status and Company's operations in future.
30. STATUTORY AUDITORS:
In accordance with Section 139 of the Companies Act 2013 and the rules made thereunder M/s. R. I. JAIN & CO Chartered Accountants (Firm Registration No. 103956W)was appointed as Statutory Auditors of the Company in the AGM held on September 30 2019until the conclusion of the Annual General Meeting of the Company to be held in thecalendar year 2024. They have confirmed their eligibility and qualification required underSections 139 141 and other applicable provisions of the Companies Act 2013 and the Rulesframed there under for continuation as Auditors of the Company. The Independent Auditors'Report for the financial year
ended 31st March 2021 on the financial statements of the Company forms part of thisreport
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 FY2020-21. The Company provided all assistance and facilities to the Secretarial Auditor forconducting their audit in fair and transparent manner.
The Secretarial Audit report for the year ended March 31 2021 on the compliance of theapplicable Acts Laws Rules Regulations Guidelines Listing Agreement Standards etc.as stipulated by the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthis report as Annexure-1.
The Secretarial Auditor has made the following qualification in the Secretarial AuditReport:
Pursuant to adjudication order dated 23/03/2021 passed by Collector of StampsEnforcement - 2 for payment of stamp duty on National Company Law Tribunal Order dated30/04/2020 passed by National Company Law Tribunal Mumbai Bench in respect to Scheme ofAmalgamation of E-Class Education System Limited (Subsidiary of Sundaram Multi PapLimited) with Sundaram Multi Pap Limited the company was liable to pay a Stamp dutyamounting to Rs. 4714960/-. However due to the COVID-19 situation state widerestrictions along with the massive spike in cases of the corona
virus disease (Covid-19) in the State of Maharashtra and the consequent lockdown whichhas hit the business operations in the Company's peak selling season it has impacted thefinancial performance and business operations of the Company. Hence the same stands dueas on date.
Management's Response for the Auditors Observations:
The Management would like to state that the stamp duty amount is a substantial amountand owing to COVID-19 pandemic situation which has impacted the financial performance andbusiness operations of the Company the Company has deferred the payment of stamp duty.Except for the stamp duty matter the findings of the audit have beensatisfactory.
32. INTERNAL AUDITOR:
The Company appointed M/s. F. A. Ansari & Associates Chartered AccountantsMumbai as its Internal Auditor for Financial Year 2020-21 as well as 2021-22. 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. 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-2 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-2 to this report.
35. 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.
36. EXTRACT OF ANNUAL RETURN:
Extract of Annual Return of the Company is available on the website of the Company viz.www.sundaramgroups. in.
37. 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.
38. 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.
39. DISCLOSURE UNDER SEXUAL HARRASMENT 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 2020-21 no complaints on sexual harassment werereceived.
40. 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 its benefits by availing thedemat facility provided by NSDL and CDSL.
41. 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 2020 -2021. Further the Consolidated Financial Statements of the Company for the financial year2020 - 2021 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.
42. PREVENTION OF INSIDER TRADING:
The Company has also adopted a code of conduct for prevention of insider trading. Allthe Directors Senior Management employees and other employees who have access to theunpublished price sensitive information of the Company are governed by this code. Duringthe year under report there has been due compliance with the said code of conduct forprevention of insider trading based on the SEBI (Prohibition of Insider Trading)Regulations 2015.
43. 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:
1. None of the Directors of the Company have resigned during the year under review;
2. The Company has not issued equity shares with differential rights as to dividendvoting or otherwise;
3. The Company has not issued any sweat equity shares to its directors or employees;
4. No application has been made under the Insolvency and Bankruptcy Code; hence therequirement to disclose the details of application made or any proceeding pending underthe Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year alongwith theirstatus as at the end of the financial year is not applicable;
5. There was no revision of financial statements and Boards Report of the Companyduring the year under review;
44. 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 ofapplicable securities laws and regulations. Actual results could differ materially fromthose expressed or implied. Important factors that could make difference to the Company'soperations include raw material availability and its prices cyclical demand and pricingin the Company's principle markets changes in Government regulations Tax regimeseconomic developments within India and the countries in which the Company conductsbusiness and other ancillary factors.
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 12 2021 || |
|Place: Mumbai || |