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Sundaram Multi Pap Ltd.

BSE: 533166 Sector: Services
NSE: SUNDARAM ISIN Code: INE108E01023
BSE 14:48 | 06 Jul 1.55 -0.03
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1.51

NSE 14:47 | 06 Jul 1.60 -0.05
(-3.03%)
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1.65

HIGH

1.65

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OPEN 1.53
PREVIOUS CLOSE 1.58
VOLUME 122957
52-Week high 2.04
52-Week low 1.02
P/E 14.09
Mkt Cap.(Rs cr) 42
Buy Price 6.04
Buy Qty 18548.00
Sell Price 6.20
Sell Qty 19976.00
OPEN 1.53
CLOSE 1.58
VOLUME 122957
52-Week high 2.04
52-Week low 1.02
P/E 14.09
Mkt Cap.(Rs cr) 42
Buy Price 6.04
Buy Qty 18548.00
Sell Price 6.20
Sell Qty 19976.00

Sundaram Multi Pap Ltd. (SUNDARAM) - Director Report

Company director report

Dear Shareholders

On behalf of the Board of Directors it is our pleasure to present the 25thAnnual Report together with the Annual Audited Statement of Accounts of Sundaram Multi PapLimited ("the Company") for the year ended March 31 2019.

FINANCIAL PERFORMANCE:

The financial performance of Company for the year ended March 31 2019 is summarizedbelow:

Particulars

STANDALONE

CONSOLIDATED

2018-19 2017-18 2018-19 2017-18
Revenue from Operations 9124.78 10720.61 9958.85 10938.63
Other Income 130.08 221.64 210.19 265.73
Total Income 9254.86 10942.25 10169.04 11204.36
Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense 1344.54 1408.45 1683.10 1486.38
Less: Depreciation (165.20) (184.02) (283.11) (269.44)
Less: Finance Costs (699.72) (860.86) (739.55) (889.07)
Add/(less): Exceptional items - (1850.08) - (1850.08)
Profit / (Loss) before tax 479.62 (1486.51) 660.44 (1522.21)
Less: Tax Expense (Current & Deferred) - (0.17) - (363.79)
Profit /loss for the year 479.62 (1486.34) 660.44 1886.00

SUMMARY OF OPERATIONS:

During the year under review finance cost of the Company has reduced to '699.72/- lakhsas compared to '860.86/- lakhs in previous year. During the year Company has earned netprofit of '479.62/- lakhs as compared to net loss of '1486.34/- lakhs in previous year.

TRANSFER TO RESERVE:

The Board of Directors of your company has decided to transfer entire net profit to theReserves for the year under review.

DIVIDEND:

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.

STATE OF THE COMPANY'S AFFAIRS:

During the year under review revenue from operations of subsidiary increased to'834.07/- lakhs as compared to '218.02/- lakhs in previous year.

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:

During the year under review company had divested its 49% stake in its UnlistedSubsidiary M/s. E-Class Education System Limited to various potential investors at par andproceeds of the same was utilized for repayment of debt and general business purpose.

During the year the Board of Directors of your company approved a Scheme ofAmalgamation between the Company i.e. Sundaram Multi Pap Limited (SMPL) and E-ClassEducation System Limited (ECESL) to acquire the business of ECESL subject to obtainingrequisite approvals from statutory authorities and shareholders. The proposed transactionis an equity merger under which on the Scheme becoming effective 10.32 shares of theSMPL will be allotted for every 1 share of ECESL.

The Company has obtained No Objection Letters dated 6th May 2019 from BSELimited and National Stock Exchange of India Limited for the proposed Scheme ofAmalgamation. The Company had filed the Scheme with the National Company Law Tribunal(NCLT) for its sanction and the same is pending before the NCLT.

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.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review there has been no change in the nature of businessoperations.

RECLASSIFICATION OF PROMOTER & PROMOTER GROUP:

During the year under review company has passed the Special Resolution in last AnnualGeneral Meeting held on September 27 2018 and pursuant to the Stock Exchanges approvaldated November 01 2018 following members of Promoter & Promoter Group werereclassified as public shareholders:

1. Meenaxi Hasmukh Gada;

2. Laxmiben Arjan Gada;

3. Hasmukh Arjan Gada;

4. Gada Hasmukh Arjan HUF.

CAPITAL/ FINANCE:

As on March 31 2019 the issued subscribed and paid up share capital of your Companystood at '271605773/- (Rupees Twenty Seven Crores Sixteen Lakhs Five Thousand SevenHundred and Seventy Three Only) comprising '271605773/- (Twenty Seven Crores SixteenLakhs Five Thousand Seven Hundred and Seventy Three) Equity shares of Re.1/- (Rupee OneOnly) each.

INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review Company has transferred unpaid/ unclaimed dividend for FY2010-2011 amounting to '98275/-. Further during the year Company has transferred 36477Equity Shares to Investor Education and Protection Fund Authority of Ministry of CorporateAffairs.

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 31-03-2019 (in ') Proposed date of Transfer to IEPF
2011-12 '91628 /- 30-10-2019
2012-13 '84265/- 31-10-2020
2013-14 '22949/- 29-10-2021

The Board of Directors sincerely likes to remind the concerned shareholders to claimtheir dividends. The Board also likes to inform to the shareholders that any dividendremaining unclaimed for seven years gets transferred to Investor Education &Protection Fund as per Section 125 of the Companies Act 2013. Further Board also informsthat pursuant to the provisions of Section 124 of the Companies Act 2013 those shares onwhich dividend has not been claimed since last seven years will also be transferred toIEPF Account.

Further Company has appointed Mr. Shantilal P. Shah Wholetime Director and Mr. BhaveshChheda Company Secretary as Nodal Officer under the provisions of IEPF.

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 the re-appointment.

Appointment of Mr. Kalpesh B. Parekh (DIN: 08010094) was regularized as IndependentDirector in the last Annual General Meeting held on September 27 2018.

During the year under review Mr. Yash R. Shah was appointed as Chief Operating Officerof the Company w.e.f. 01-10-2018.

Further Mr. Manikandan P. Kammenchery who was appointed as an Independent Directorw.e.f. September 30 2014 to hold office for a term of five consecutive years will retireupon completion of his term on September 29 2019.

Tenure of Ms. Minjal V. Kadakia as an Independent Director for the period of five yearsis effective till March 29 2020. Further based on the performance and as per therecommendation of the Nomination & Remuneration Committee considers that given herbackground and experience and contributions made by her during her tenure the continuedassociation of Ms. Minjal V. Kadakia would be beneficial to the Company and it isdesirable to continue to avail her services as an Independent Director. Accordingly it isproposed to re-appoint Ms. Minjal V. Kadakia as an Independent Director of the Companynot liable to retire by rotation for a second term of 5 (five) consecutive yearscommencing with effect from March 30 2020 up to March 29 2025 on the Board of theCompany.

The Board has on the recommendation of Nomination & Remuneration Committeeappointed Mr. Paresh Jain (DIN: 05159799) as an Additional Independent Director w.e.f.August 12 2019. Board has incorporated necessary resolution in the notice of AGM for hisregularization as an Independent Director of the Company.

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.

MEETING OF THE BOARD OF DIRECTORS:

The Board met Nine (9) times during the Financial Year 2018-19 viz. on 29-05-201826-07-2018 14-08-2018 01-10-2018 1411-2018 12-01-2019 08-02-2019 20-02-2019 and30-03-2019.

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 120 days as required under Companies Act 2013.

EXTRA ORDINARY GENERAL 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 '500 crores to '700 croresor the aggregate of the paid up capital and free reserves of the company whichever ishigher.

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.

COMMITTEES OF BOARD:

As per the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as on March 31 2019 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.sunhdaramgroups.in/committees/).

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 2019 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.

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.

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-4 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-4 to this report.

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.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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.

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.

DISCLOSURES RELATING TO SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

As on March 31 2019 your Company has 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.

In Accordance with Section 129 (3) of the Companies Act 2013 we have prepared annualconsolidated 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 pursuant to sub-section (3) of Section 129 of the Act the statement containingthe salient feature of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures is given as Annexure-3.

During the year under review Company has divested 49% Equity Shares held in its whollyowned subsidiary i.e. M/s. E-class Education System Limited and hence it ceased to be thewholly owned subsidiary however it is continue to remain 51% subsidiary of the Company.

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.

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.

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.

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 is average loss in the last three immediately preceding financial years ofyour Company; the management was not required to conduct any CSR related activities.

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 had installed highly efficient machineries which help in conservation ofenergy and also factory premise is equipped with energy saving lamps.

c) 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.

d) 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:

Capital Investments were incurred in the earlier years but no major investment wasmade on energy conservations equipment's during the year 2018-19.

• TECHNOLOGY ABSORPTION

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 are given in notes forming parts ofFinancial Statements.

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/).

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to the requirement of the Companies Act 2013 and provisions of ListingRegulations applicable to the Company your Company has adopted Vigil mechanism (WhistleBlower Policy) for complying with the Company's Code of Conduct and Ethics andparticularly to assuring that business is conducted with integrity and that the Company'sfinancial information is accurate. The reportable matters may be disclosed by theemployees to the Management / Managing Director / Chairman of the Audit Committee. Nocomplaint was received during the year under review. During the year under review noemployee was denied access to the Audit Committee.

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.

STATUTORY AUDITORS:

Appointment:

During the year under review M/s. JMR & Associates LLP were appointed as statutoryauditors of the company in the 24th AGM of the Company held on September 272018 to hold office until the conclusion of the Annual General Meeting to be held incalendar year 2023 (i.e. for Five Financial Years from 2018-19 to 202223). M/s. JMR &Associates LLP had carried out Statutory Audit for the financial year ending March 312019. Qualified Opinion given by them in their Audit Report as given in this report alongwith management response for the same.

M/s. JMR & Associates LLP Chartered Accountants (Firm Registration Number:106921W/W100300) had resigned w.e.f June 26 2019 as a statutory auditors of the company.Board of Directors in their meeting held on June 26 2019 appointed M/s. R. I. JAIN &CO Chartered Accountants (Firm Registration No. 103956W) to fill casual vacancy causeddue to resignation of M/s. JMR & Associates LLP. Approval of the Shareholder wasobtained for the same in the Extraordinary General Meeting held on July 22 2019. M/s. R.I. JAIN & CO Chartered Accountants (Firm Registration No. 103956W) shall hold officeup to the conclusion of upcoming Annual General Meeting.

After considering the recommendations of its audit committee the Board of Directorsrecommends appointment of M/s. R. I. JAIN & CO Chartered Accountants (FirmRegistration No. 103956W) as Statutory Auditors of the Company to hold office until theconclusion of the Annual General Meeting to be held in calendar year 2024 (i.e. for FiveFinancial Years from 2019-20 to 2023-24). Further Board has incorporated a suitableresolution for your consideration and approval in the notice calling ensuing annualgeneral meeting of the company.

M/s. R. I. JAIN & CO Chartered Accountants (Firm Registration No. 103956W) beingeligible under section 139(1) and other applicable provisions has consented to act as theStatutory Auditors of the Company and has also confirmed that their appointment if madewould be within the limits prescribed under the Companies Act 2013.

Auditors Observations:

Auditors have made the following qualifications in their Report on Standalone &Consolidated Financial Statements:

1. 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. The effect of same is not ascertainable in absence of complete debtorsageing.

2. The Company has invested a sum of '20.40 Crores in its subsidiary i.e. E-ClassEducation System Limited ("The Subsidiary"). The subsidiary has made losses inthe previous years and the Company has not made provision for diminution in value ofinvestment made in subsidiary which is a departure from Ind AS 109 (FinancialInstruments). (Refer para below the Note No.5 (a) to the financial statement). Howeversubsidiary has made profit during the year under review and appears to be on the path ofturnaround.

Management's Response for the Auditors Observations:

1. Management considers the trade receivables as good and will be able to recover thesame in near future hence impact of the same can't be ascertained.

2. The subsidiary company is going concern and the core product is in high demand inthe market same is evident form improvement in the order book in FY 2018-19 as evidentfrom the turnover achieved and profit earned during the year ended March 2019 and furtherevident from sale of 49% stake of parent at par during the year so the estimation of theimpact can't be ascertained.

SECRETARIAL AUDITORS:

Appointment:

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 FY2018-19. 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 andRemuneration of Managerial Personnel) Rules 2014 forms part of this report as Annexure-2.The findings of the audit have been satisfactory.

INTERNAL AUDITOR:

The Company appointed M/s. F. A. Ansari & Associates Chartered AccountantsMumbai as its Internal Auditor for Financial Year 2019-20. During the year the Companycontinued to implement their suggestions and recommendations to improve the controlenvironment. Their scope of work includes review of processes for safeguarding the assetsof the Company review of operational efficiency effectiveness of systems and processesand assessing the internal control strengths in all areas. Internal Auditors findings arediscussed with the process owners and suitable corrective actions taken as per thedirections of Audit Committee on an ongoing basis to improve efficiency in operations.

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.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors state that provisions of Secretarial Standards as issued by ICSI havebeen duly followed by the Company to the extent applicable.

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.

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 both standalone and consolidated operations havebeen provided separately in the Annual Report.

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 is provided together with a certificate from the auditors of the companyregarding compliance of conditions of corporate governance as stipulated under listingregulations. A certificate of the Managing Director and CFO of the company in terms ofListing Regulations inter alia confirming the correctness of the financial statementsand cash flow statements adequacy of the internal control measures and reporting ofmatters to the Audit Committee is also annexed. Also a declaration signed by the Chairmanand Managing Director stating that members of the board and senior management personnelhave affirmed the compliance vide Code of Conduct of the board and senior management isattached to the report on corporate governance.

DISCLOSURE UNDER SEXUAL HARRESMENT AT WORKPLACE:

The company has in place a Policy for prevention of Sexual Harassment at the Workplacein line with the requirements of the Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. During the year under review no complaints has beenreceived under The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

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.

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) (c) of the Companies Act 2013).

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.

ACKNOWLEDGEMENT:

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 2019
Place: Mumbai