The Directors have pleasure in presenting their 41st Annual Report andAudited Financial Statements for the year ended 31st March 2022.
1. Financial Results:
(Rs In Lakhs)
| ||Standalone ||Consolidated |
|Particulars ||For the year ended March 31 ||For the year ended March 31 |
| ||2022 ||2021 ||2022 ||2021 |
|I. Revenue from operations ||29108.63 ||18365.09 ||29108.63 ||- |
|II. Other income ||813.25 ||1132.87 ||813.25 ||- |
|III. Total Income ||29921.88 ||19497.96 ||29921.88 ||- |
|IV. Expenses || || || || |
|Cost of materials consumed ||11746.92 ||7009.69 ||11746.92 ||- |
|Purchase of stock-in-trade ||6.18 ||3.87 ||6.18 ||- |
|Changes in inventories of finished goods work-in-progress and stock-in-trade ||(124.56) ||157.37 ||(124.56) ||- |
|Employee benefits expenses ||3557.01 ||2794.32 ||3736.38 ||- |
|Finance costs ||936.26 ||1094.53 ||939.62 ||- |
|Depreciation and amortization expenses ||1021.54 ||965.93 ||1021.54 ||- |
|Other expenses ||7409.21 ||5179.13 ||7475.48 ||- |
|Total Expenses (IV) ||24552.56 ||17204.84 ||24801.56 ||- |
|V. Profit before Tax (MI - IV) ||5369.32 ||2293.12 ||5120.32 ||- |
|VI. Tax expense: || || || || |
|1. Current tax ||980.00 ||411.50 ||980.00 ||- |
|2. Deferred tax ||565.11 ||209.51 ||565.11 ||- |
|3. Tax adjustments relating to earlier years ||4.19 ||- ||4.19 || |
|VII. Profit for the period (V - VI) ||3820.02 ||1672.11 ||3571.02 || |
|VIII. Other comprehensive income ||- || || || |
|(i) Items that will not be reclassified to profit or loss Re-measurements of the defined benefit plans ||(67.51) ||31.91 ||(67.51) ||- |
|(i) Income tax related to items that will not be reclassified to profit or loss ||19.66 ||(9.29) ||19.66 || |
|(i) Foreign Currency Transition Reserve ||- ||- ||(0.71) ||- |
|Sub Total ||(47.85) ||22.62 ||(48.56) || |
|IX. Total comprehensive income for the period (VII - VIII) ||3772.17 ||1694.73 ||3522.46 || |
|X. Earnings per equity share || || || || |
|1. Basic ||10.03 ||4.74 ||9.38 ||- |
|2. Diluted ||10.03 ||4.74 ||9.38 ||- |
2. PERFORMANCE REVIEW
The Operative Revenue stood at Rs 29108.63 lakhs in FY22 on aconsolidated basis. The Consolidated Profit after tax in FY22 was at Rs 3571.02 lakhs.
The Operative Revenue stood at Rs 29108.63 lakhs in FY22 compared toRs 18365.09 lakhs in FY21 on a standalone basis. There was increase of 58% in OperativeRevenue in comparison to last financial year. The Standalone Profit after tax in FY22 wasat Rs 3820.02 lakhs compared to Rs 1672.11 lakhs in FY21. There was increase of 128.46%in standalone profit after tax.
2.3 PRODUCTION AND SALES
Your Company has reported following production and sales :
| || ||Productions ||Sales |
|Name of Products ||Unit of Measurement ||Current Year 31.03.2022 ||Previous Year 31.03.2021 ||Current Year 31.03.2022 ||Previous Year 31.03.2021 |
|Kraft Paper ||MT ||22824 ||17246 ||22332 ||17381 |
|Poster Paper ||MT ||16315 ||11021 ||16183 ||11486 |
|Total Paper ||MT ||39139 ||28267 ||38515 ||28867 |
|Pulp ||MT ||8872 ||3791 ||8815 ||3317 |
|Moulded (Tableware) Products ||MT ||1630 ||1194.66 ||1596 ||1071.94 |
|Pith Pallet ||MT ||6639 ||4806 ||4934 ||3676 |
|Egg Tray ||Pieces in Lakhs ||117.08 ||95.00 ||117.37 ||95.45 |
2.4 ANNUAL PERFORMANCE
Details of your Company's annual performance is published on theCompany's website and presented during the Investors Meet. The same can be accessed underthe Investors Meet tab
in the Investor Section of the website of the Company:www.yashpakka.com.
Based on the Company's performance the
Directors have recommended a final dividend of 20% (Rs 2 per equityshare) for the year ended March 31 2022 subject to approval of the members at ensuingAnnual General Meeting.
(Rs In lakhs)
|Particulars ||As at 31st March 2022 ||As at 31st March 2021 |
|Final Dividend for the year ended Re. 2 per share (P.Y. Nil) ||761.57 ||352.40 |
|Total ||761.57 ||352.40 |
Pursuant to the Finance Act 2020 dividend income is taxable in thehands of the Members w.e.f. April 1 2020 and the Company is required to deduct tax atsource (TDS) from dividend paid to the Members at the prescribed rates as prescribed underthe Income-tax Act 1961.
The dividend on equity shares if approved by the members wouldinvolve a cash outflow of Rs 761.57/- lakhs.
4. TRANSFER TO RESERVES
As per Standalone financials the net movement in the reserves of theCompany for FY22 and FY21 is as follows:-
(Rs In lakhs)
|Particulars ||As at 31st March 2022 ||As at 31st March 2021 |
|Capital Reserve ||37.32 ||37.32 |
|Securities Premium ||1172.16 ||1172.16 |
|General Reserve ||550.00 ||550.00 |
|Retained Earnings ||11307.74 ||7785.56 |
|Other Comprehensive Income ||(111.57) ||(63.72) |
5. SUBSIDIARIES/JOINT VENTURES/
We along with our subsidiaries provide manufacturing consultingtechnology outsourcing and marketing services. At the beginning of the year we had 1direct subsidiary (wholly owned subsidiary) i.e. Pakka Inc an USA based Company. Thefinancial transactions of the said subsidiary during the year are included in theConsolidated financial statements of the Company.
During the year under review 50000 equity shares of US$ 10 each havebeen allotted to the Company.
During the year the Board of Directors reviewed the affairs of thesubsidiary. In accordance with Section 129(3) of the Companies Act 2013 we have preparedthe Consolidated financial statements of the Company which form part of this AnnualReport based on the financial statements certified by the Management of the subsidiarycompany. Further a statement containing the salient features of the financial statementsof our subsidiary in the prescribed format AOC-1 as per Section 129(2) of the CompaniesAct 2013 (the Act) is appended as Annexure - I? to the Director'sreport. The statement also provides details of the performance and financial position ofeach of the subsidiary along with the changes that occurred during FY22.
Further pursuant to the provisions of Section 136 of the Act theaudited financial statements including consolidated financial statements along withrelevant documents of the Company and management certified financial statements of thesubsidiaries are available under tab of Annual Report of Investor Section on the websiteof the Company www.yashpakka.com.
The policy for determining material subsidiaries of the Company hasbeen provided in the following link under tab of Policy of Investor Section on the websiteof the Company www. yashpakka.com.
6. SHARE CAPITAL
The authorized share capital of the Company was Rs 6000 lakhs dividedinto 560 lakhs equity shares of Rs 10 each and 4 lakhs preference share capital of Rs 100each as on March 31 2022. However the authorized share capital increased to Rs 6005lakhs on account of merger of Yash Compostables Limited into the Company.
The paid up Equity Share Capital of the Company as on March 31 2022was Rs 3524 lakhs. The paid up Equity Share Capital of the Company was increased to Rs3807.85 lakhs on May 13 2022 on account of merger of Yash Compostables Limited. The paidup Equity Share Capital of the Company is Rs 3807.85 lakhs on August 10 2022 i.e. thedate of Directors' Report.
The Company has not issued shares with differential voting rightsemployee stock options and sweat equity shares during the year under review.
The Company has paid Listing Fees for the financial year 2021-22 and2022-23 to BSE Limited where its equity shares are listed.
7. TSOP (ESOP) DISCLOSURE
Your Company has approved TSOP (ESOP) in the Board Meeting in the year2019 i.e. Yash Team Stock Option Plan - 2019' and approved by the members of theCompany in the 39th Annual General Meeting held on September 20 2019 and furthermodification approved in the 40th Annual General Meeting held on October 31 2020 whichwas not implemented.
The Members of the Company in their Extra Ordinary General Meeting heldon May 6 2022 approved the new scheme Yash Team Stock Option Plan - 2021'(TSOP'/'Plan') in supersession of earlier Special Resolution passed by the Membersof the Company as aforesaid and authorised the Board (including Compensation Committee) tocreate offer issue reissue grant transfer and allot from time to time and in one ormore tranches such number of Team (Employee) Stock Options (hereinafter referred to as"Options") under the YASH TEAM STOCK OPTION PLAN - 2021 (New TSOP') andto issue fresh options reissue options that may lapse/ get cancelled/ surrendered infuture under the New TSOP in complete supersession of any earlier team member (employee)stock option plan of the Company and to issue and allot such number of Equity Shares ofthe Company Rs 10 (Rupees ten only) each not exceeding 2000000 (Twenty Lakhs) EquityShares representing in the aggregate 5.68 % (approx.) of the issued paid-up andsubscribed share capital of the Company (as on April 01 2022) at such price or pricesand on such terms and conditions as may be determined by the Board in accordance with theprovisions of New TSOP and in due compliance with the SBEB Regulations and otherapplicable laws rules and regulations to or to the benefit of the eligible team membersi.e. employees/ directors of the Company (i.e. Eligible Beneficiaries as defined in theNew TSOP')
Thereafter the Nomination and Remuneration Committee (CompensationCommittee) of the Board of Directors of the Company ("NRC") in its meeting heldon July 7 2022 has granted 1416600 stock options of the Company to 361 number of theeligible Team members in terms of TSOP at an exercise price of Rs 82.21 (Rupees Eighty-Twoand Twenty-One paisa Only) per Share.
The disclosure relating to ESOPs required to be made under theprovisions of the Companies Act 2013 and the rules made thereunder and the Securities andExchange Board of India (Share Based Employee Benefit and Sweat Equity) Regulations 2021("SBEB Regulations") is provided on the website of the Company www.yashpakka.comunder Investor Section.
A certificate obtained from the Secretarial Auditors confirming thatthe TSOP(ESOP) Schemes of the Company are in compliance with the SBEB Regulations and thatthe Company has complied with the provisions of the Companies Act 2013 and the SBEBRegulations is also provided in Annexure - II? forming part of thisReport.
8. HUMAN RESOURCE DEVELOPMENT
A key area of focus for your Company is to create a performance drivenworkforce while ensuring the health and well-being of employees and their families.
Many policies and benefits were implemented to maximize employeeengagement and welfare. Your Company also continues to endeavour to create a workenvironment which is collaborative and learning and growth oriented to enable employees toperform at their full potential. Our Human Resource (HR) strategy adopts a multiprongedapproach covering all the key facets of employee development.
Learning as a stated value of the Company also sets the tone of yourCompany's aim to develop competencies to rise to new challenges especially posed byventures into new business areas.
9. CREDIT RATING
During FY22 the Company has given mandate for Credit Rating howeverthe same is under evaluation till the date of report.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONBETWEEN THE END OF THE FINANIAL YEAR AND DATE OF THE REPORT
There have been no material changes and commitments which affect thefinancial position of the Company that have occurred between the end of the financial yearto which the financial statements relate and the date of this report.
11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATIONS INFUTURE
There is no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its futureoperations.
12. SCHEME OF ARRANGEMENT BETWEEN THE COMPANY AND YASH COMPOSTABLESLIMITED
The Board of Directors and Members of the Company had approved a schemeof arrangement between (i) the Company its shareholders and creditors and (ii) YashCompostables Limited (YCL) and its shareholders and creditors (the "Scheme").The Scheme contemplates the merger by absorption of YCL by the Company. The Scheme hadbeen approved by the Hon'ble National Company Law Tribunal Allahabad Bench vide orderdated April 18 2022 and Stock Exchange had also given its final approval to the Company.YCL has been dissolved without winding up basis on terms and conditions as detailed in theScheme.
Subsequent to the year under review 2838500 Equity Shares of FaceValue of Rs 10/- each of Yash Pakka Limited has been allotted on 13.05.2022 to theShareholders of Yash Compostables Limited (i.e. 56.77 (Fifty-Six point Seventy-Seven)Equity Shares of Face Value of Rs 10/- each of Yash Pakka Limited to the Shareholders ofYash Compostables Limited for every 1 (One) Equity Share of Face Value of Rs 10/- eachheld by the Shareholders of Yash Compostables Limited) pursuant to Clause 8.1 of theScheme of Merger by Absorption as approved by the Hon'ble National Company Law TribunalAllahabad Bench vide order dated 18" April 2022.
During the year under review the Company has not accepted depositsfrom the public falling within the ambit of section 73 of the Companies Act 2013 and therules framed thereunder and the requisite returns have been filed. The Company does nothave any unclaimed deposits as of date.
14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company's internal control systems are commensurate with thenature of its business the size and complexity of its operations and such IFCs withreference to the Financial Statements are adequate. The Company has designed andimplemented a process driven framework for Internal Financial Controls ("IFC")within the meaning of the explanation to section 134(5)(e) of the Companies Act 2013.
Your Company has appointed Mahajan & Aibra. Chartered AccountantsMumbai as Internal Auditor of the Company. The main thrust of internal audit is to testand review controls appraisal of risks and business processes besides benchmarkingcontrols with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews theadequacy and effectiveness of the internal control systems and suggests improvements tostrengthen the same. The Company has a robust Management Information System which is anintegral part of the control mechanism.
The Audit Committee of the Board of Directors Statutory Auditors andthe Business Heads are periodically apprised of the internal audit findings and correctiveactions taken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.
15. CORPORATE GOVERNANCE
Pursuant to Regulation 34 of the Listing Regulations Report onCorporate Governance along with the certificate from a Practicing Company Secretarycertifying compliance with conditions of Corporate Governance forms part of this AnnualReport.
16. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company believes in the conduct of the affairs of its constituentsin a fair and transparent manner by adopting the highest standards of professionalismhonesty integrity and ethical behaviour. In line with its Code of Conduct any actual orpotential violation howsoever insignificant or perceived as such would be a matter ofserious concern for the Company. The role of the employees in pointing out such violationsof the Code of Conduct cannot be undermined.
Pursuant to Section 177(9) of the Act a vigil mechanism wasestablished for directors and employees to report to the management instances of unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct orethics policy. The Vigil
Mechanism provides a mechanism for employees of the Company to approachthe Chairman of the Audit Committee of Directors of the Company for redressal. No personhas been denied access to the Chairman of the Audit Committee of Directors.
The Company has a Whistle Blower Policy to report genuine concerns orgrievances & to provide adequate safeguards against victimization of persons who mayuse such mechanism. The Whistle Blower Policy has been posted on the website of theCompany under Policy Tab of Investor Section on www. yashpakkka.com.
17. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules made thereunder.
The Policy aims to provide protection to employees at workplace andprevent and redress complaints of sexual harassment and for matters connected orincidental thereto with the objective of providing a safe working environment whereemployees feel secure.
The Company has revisited the Internal Complaints Committee members andemphasized on the roles and responsibilities expected from the members. Posters andBanners were refreshed with the list of committee members and strengthened the awarenessof zero tolerance through campaigns.
|Opening as on 01.04.2021 ||Received during FY 2021-22 ||Redressed during FY 2021-22 ||Closing as on 31.03.2022 |
|0 ||0 ||0 ||0 |
18. RISK MANAGEMENT
Risk management is embedded in your Company's operating framework. YourCompany believes that managing risks helps in maximizing returns. The Company's approachto addressing business risks is comprehensive and includes periodic review of such risksand a framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.
19. SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 relating to Meetings of the Board of Directors' and GeneralMeetings' respectively have been duly followed by the Company.
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
As per the requirement of Section 186(4) of Companies Act 2013particulars of loans given investments made guarantees given or securities providedalong with the purpose
for which the loan or guarantee or security is proposed to be utilizedby the recipient are provided in the Standalone Financial Statements forming a part of theAnnual Report. The Company is in compliance with the limits as prescribed under Section186 of Companies Act 2013 read with Rule 11 of the Companies (Meeting of Board and itsPowers) Rules 2014.
21. RELATED PARTY TRANSACTION
In line with the requirements of the Act and the Listing Regulationsthe Company has formulated a Policy on Related Party Transactions and the Policy onMateriality of Related Party Transactions and the same can be accessed under Policy Tab ofInvestor Section on www.yashpakka.com.
During the year under review all transactions entered into withrelated parties were approved by the Audit Committee of the Board. Certain transactionswhich require the approval of the Board were approved by the Board also. During the yearthe Company had not entered into any contract arrangement or transaction with relatedparties which could be considered material in accordance with the policy of the Company onmateriality of related party transactions or which are required to be reported in Form No.AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of theCompanies (Accounts) Rules 2014.
The disclosures as required under Part A of Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are provided inaccordance with Ind AS 24 in the notes to Standalone Financial Statements.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Board of Directors of the Company has adopted a Corporate SocialResponsibility (CSR) Policy as available under Policy tab of Investors Section on thewebsite www. yashpakka.com of the Company on the recommendation of CSR Committee and thispolicy has been amended from time to time to ensure its continued relevance and to alignit with the amendments to applicable provisions of law. The Company undertakes CSRactivities in accordance with the said Policy.
The Company undertakes majority of CSR through Pakka Foundation(Previously known as K. K. Charitable Foundation). Pakka Foundation works along with theBoard and the CSR committee in order to identify and implement CSR initiatives of theCompany. Key CSR initiatives of the Company focus on Women Education Child DevelopmentWater Conservation Healthcare and Sanitation. During the year under review the Companyhas spent Rs 47 Lakhs for its CSR activities.
The disclosures required to be given under section 135 of the CompaniesAct 2013 read with Rule 8(1) of the Companies (Corporate
Social Responsibility Policy) Rules 2014 are given in Annexure- III? forming part of this Directors' Report.
The Chief Financial Officer of the Company has certified that CSR fundsso disbursed for the projects have been utilized for the purposes and in the manner asapproved by the Board.
23. AUDITORS? OBSERVATION:
23.1 STATUTORY AUDITOR REPORT
The Statutory Auditor of the Company has given unqualified reportduring the year under review.
23.2 SECRETARIAL AUDITOR REPORT
The Secretarial Auditor of the Company has given unqualified reportduring the year under review.
24.1 CHANGES IN DIRECTORS
During the year under review Mr. Ved Krishna Executive Vice-Chairman(DIN: 00182260) was re-designated as Vice-Chairman (NonExecutive) w.e.f. July 1 2021 inthe Board Meeting held on June 30 2021.
Further at the 41st Annual General Meeting of the Company held onSeptember 30 2021 the Members approved the re-appointment of Mrs. Manjula Jhunjhunwala(DIN: 00192901) who retired by rotation and being eligible for appointment has beenreappointed as NonExecutive Director of the Company.
Further Mr. Shrinivas Vishnubhatla (DIN: 07274232) IndependentDirector of the Company has resigned with effect from February 11 2022 due to certainurgent personal pressing engagements.
Further the Members of the Company at their Extra Ordinary GeneralMeeting held on May 6 2022 approved the re-appointment of Mr. Narendra Kumar Agarwal(DIN - 05281887) as Director (Works). However Mr. Narendra Kumar Agarwal has resignedfrom directorship of the Company with effect from July 30 2022 due to personal andunavoidable circumstances.
Further the Members of the Company at their Extra Ordinary Generalmeeting held on May 6 2022 had also approved the reappointment of Mr. Pradeep VasantDhobale as an Independent Director for the second term of five years w.e.f. 25.09.2022.
Further the Members of the Company at their Extra Ordinary Generalmeeting held on May 6 2022 had also approved the appointment of Mr. Ved Krishna as ViceChairman (NonExecutive) of the Company.
In accordance with the requirements of the Act and the Company'sArticles of Association Mr. Jagdeep Hira (DIN: 07639849) Managing Director of theCompany retires by rotation is eligible for re-appointment. Members' approval is beingsought at the ensuing AGM for his reappointment.
The Board of Directors of the Company has recommended re-appointment ofMr. Basant
Kumar Khaitan (DIN: 00117129) for the 2nd term as an IndependentDirectors at the ensuing annual general meeting.
24.2 CHANGES IN KEY MANAGERIAL PERSONNEL
There is no change in the Key Managerial Personnel during the year.
Mrs. Bhavna Kodarbhai Patel (Membership No.A31586) Company Secretary& Compliance Officer (KMP) of the Company has resigned from the post of CompanySecretary & Compliance Officer with effect from 1st August 2022.
Mr. Sachin Kumar Srivastava (Membership No.F11111) Legal Head of theCompany has been appointed on the post of Company Secretary & Compliance Officer witheffect from August 10 2022.
25. DECALARATION OF INDEPENDENCE
The Company has received Declarations of Independence as stipulatedunder section 149(7) of the Companies Act 2013 and Regulation 25(8) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 from Independent Directorsconfirming that he/she is not disqualified from being appointed/re-appointed/ continue asan Independent Director as per the criteria laid down in section 149(6) of the CompaniesAct 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The same are also displayed on the website of the Companywww.
yashpakka.com under Investor Section.
The Independent Directors have complied with the Code for IndependentDirectors prescribed in Schedule IV to the Companies Act 2013. The Independent Directorsof the Company have registered themselves with the data bank maintained by IndianInstitute of Corporate Affairs (IICA). In terms of section 150 of the Companies Act 2013read with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules2014 all Independent Directors are exempted from undertaking the online proficiencyself-assessment test conducted by IICA.
26. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITSCOMMITTEES AND INDIVIDUAL DIRECTORS
The Board of Directors has carried out an annual evaluation of its ownperformance Board committees and individual Directors pursuant to the provisions of theAct and the Listing Regulations. The performance of the Board was evaluated by the Boardafter seeking inputs from all the Directors based on criteria such as the Boardcomposition and structure effectiveness of Board processes information and functioningetc. The performance of the Committees was evaluated by the Board after seeking inputsfrom the Committee members based on criteria such as the composition of Committeeseffectiveness of Committee meetings etc.
In a separate meeting of Independent Directors performance ofNon-Independent Directors the Board as a whole and the Chairman of the Company wasevaluated taking into account the views of the Executive Director and NEDs. TheNomination and Remuneration Committee reviewed the performance of individual Directors onthe basis of criteria such as the contribution of the individual Director to the Board andCommittee meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc. The above criteria are broadlybased on the Guidance note on Board Evaluation issued by the Securities and Exchange Boardof India on January 5 2017. In a subsequent Board meeting the performance of the Boardits Committees and individual Directors was also discussed. Performance evaluation ofIndependent Directors was done by the entire Board excluding the Independent Directorbeing evaluated.
27. POLICY ON BOARD DIVERSITY AND DIRECTOR ATTRIBUTES AND REMUNERATIONPOLICY FOR SENIOR DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
In terms of the provisions of Section 178(3) of the Act and Regulation19 read with Part D of Schedule II to the Listing Regulations the Nomination andRemuneration Committee is responsible for determining qualification positive attributesand independence of a Director. The Nomination and Remuneration
Committee is also responsible for recommending to the Board a policyrelating to the remuneration of the Directors KMP and other employees.
The Board of Directors has framed a policy which lays down a frameworkin relation to remuneration of Directors Key Managerial Personnel and Senior Managementof the Company. The Policy broadly lays down the guiding principles philosophy and thebasis for payment of remuneration to Executive and Non-executive Directors (by way ofsitting fees and commission) Key Managerial Personnel Senior Management and otheremployees. The policy also provides the criteria for determining qualifications positiveattributes and Independence of Director and criteria for appointment of Key ManagerialPersonnel / Senior Management and performance evaluation which are considered by theNomination and Remuneration Committee and the Board of Directors while making selection ofthe candidates. The above policy has been posted on the website of the Company underPolicy Tab of Investor Section at www. yashpakka.com.
28. DIRECTORS? RESPONSIBILITY
Based on the framework of internal financial controls (IFCs) andcompliance systems established and maintained by the Company the work performed by theStatutory Secretarial and Internal Auditors and external consultants including the auditof IFCs over financial reporting by the Statutory Auditors and the reviews performed bymanagement and the relevant Board Committees including the Audit Committee of Directorsthe Board is of the opinion that the Company's IFCs were adequate and effective duringFY22. Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability confirm that:
a) In the preparation of the annual accounts the applicable accountingstandards have been followed along with the proper explanation relating to the materialdeparture;
b) They have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;
c) They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively;
f) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
29. BOARD AND COMMITTEES OF THE BOARD
29.1 Board Meetings
5 Board Meetings were held during the year under review. For furtherdetails please refer to the Report on Corporate Governance which forms a part of thisAnnual Report.
29.2 Committees of the Board
The Committees of the Board focus on certain specific areas and makeinformed decisions in line with the delegated authority. The following statutoryCommittees constituted by the Board function according to their respective roles anddefined scope:
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Stakeholders Relationship Committee
Details of composition terms of reference and number of meetings heldfor respective Committees are given in the Report on Corporate Governance which forms apart of this Annual Report.
The Company has adopted a Code of Conduct for its employees includingthe Managing Director. In addition the Company has adopted a Code of Conduct for itsNonExecutive Directors which includes Code of Conduct for Independent Directors whichsuitably incorporates the duties of Independent Directors as laid down in the Act. Thesame can be accessed in Policy Tab of Investor Section at www.yashpakka.com. All SeniorManagement personnel have affirmed compliance with the Code of Conduct of the Company. TheManaging Director has also confirmed and certified the same. The certification is enclosedas Annexure - I' at the end of the Report on Corporate Governance.
30.1 STATUTORY AUDITORS
Under Section 139(2) of the Companies Act 2013 and the Rules madethereunder it is mandatory to rotate the statutory auditors on completion of two terms offive consecutive years and each such term would require approval of the shareholders. Inline with the requirements of the Companies Act 2013 Statutory Auditor M/s CNK &Associates LLP Chartered Accountants (ICAI Firm Registration Number 101961W/W-100036)were appointed as Statutory Auditor of the Company at the 37th AGM held on September 22017 to hold office from the conclusion of the said meeting till the conclusion of the42nd AGM to be held in the year 2022. The term of office of M/s CNK & Associates LLPas Statutory Auditors of the Company will conclude from the close of the forthcoming AGMof the Company.
The Board of Directors of the Company based on the recommendation ofthe audit committee at its meeting held on April 5 2022 reappointed M/s CNK &Associates LLP Chartered Accountants (ICAI Firm Registration Number 101961W/W-100036) asthe Statutory Auditor of the Company to hold office for a second term of five consecutiveyears from the conclusion of the 42nd AGM till the conclusion of the 47th AGM to be heldin the year 2027 and will be placed for the approval of the shareholders at the ensuingAGM.
During the year the statutory auditors have confirmed that theysatisfy the independence criteria required under the Companies Act 2013 the Code ofEthics issued by the Institute of Chartered Accountants of India.
The Board recommends their reappointment to the shareholders. Thenotice convening the 42nd AGM to be held on 30th September 2022 sets out the details
30.2 SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and rules madethereunder the Company has appointed Amit Gupta & Associates Practicing CompanySecretaries (C.P.No.4682) to undertake the Secretarial Audit of the Company for thefinancial year ended March 31 2022.
The Secretarial Audit Report confirms that the Company has compliedwith the provisions of the Act Rules Regulations and Guidelines and that there were nodeviations or noncompliances. The Secretarial Audit Report is provided in Annexure- IV? to this Report.
The Secretarial Audit Report does not contain any qualificationsreservations adverse remarks or disclaimers.
30.3 INTERNAL AUDITORS
The Board of Directors of the Company in its meeting held on July 312021 has appointed Mahajan & Aibra Chartered Accountants Mumbai of the Company asInternal Auditor of the Company for conducting the Internal Audit for the financial yearended March 31 2022.
30.4 COST AUDITORS
As per the requirements of the Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time your Companyis not required to appoint cost auditors and maintain cost records.
31. REPORTING OF FRAUDS
There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and / or Board underSection 143(12) of Act and Rules framed thereunder.
32. ENERGY CONSERVATION
TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company is a pioneer in propagating energy conservation andoperational efficiency with the objective of providing substantial benefit to customers inthe form of reduced emissions pollutants and deliver cost effective and environmentfriendly energy solutions.
The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section134(3)(m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewithas Annexure - V? and forms an integral part of this Report.
33. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return of the Company as on March31 2022 is available on the Company's website and can be accessed at www.https://www.yashpakka. com/investors.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis as required in terms of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafterreferred to as
"Listing Regulations") is provided in a separate section andforms an integral part of this Annual Report.
35. PARTICULARS OF EMPLOYEES
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OFTHE COMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014
The information required pursuant to Section 197(12) of the Act readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company is as follows:
i. The percentage increase in remuneration of each Director ChiefExecutive Officer Chief Financial Officer Company Secretary during the financial year2021-22 ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 202122 and the comparison of remunerationof each Key Managerial Personnel (KMP) against the performance of the Company are asunder:
|Name of Directors / KMP ||Remuneration of the Director / KMP in F.Y.2021-22 (in Rs) ||Remuneration of the Director / KMP in F.Y.2020-21 (in Rs) ||% Increase in F.Y.2021-22 ||Ratio (times) of the remuneration of each director to the median remuneration of the employees |
|Mr. Ved Krishna Vice-Chairman ||4810960 ||11941868 ||-59.71% ||12 |
|Mr. Jagdeep Hira Managing Director (KMP) ||19319639 ||18164214 ||6.36% ||50 |
|Mr. Narendra Kumar Agrawal Director Works ||4507921 ||3715714 ||21.32% ||12 |
|Ms. Bhavna Patel Company Secretary & Compliance Officer (KMP) ||1951176 ||766311 ||154.62% ||5 |
|Mr. Jignesh Shah Chief Financial Officer (KMP) ||6233695 ||4189452 ||48.79% ||16 |
ii. The median remuneration of employees of the Company during the FY22was Rs 388172/- in comparison to Rs 312173/- during the FY21.
iii. In the financial year there was an increase of 24.35% in themedian remuneration of employees;
iv. There were 472 permanent employees on the rolls of the Companyduring the FY22 in comparison to 456 permanent employees on the rolls of the Companyduring FY21.
v. Average percentage increase made in the salaries of employees otherthan the managerial personnel in FY22 was 24.11 % whereas the decrease in the managerialremuneration for the same financial year was -5.04%. The figures of managerialremuneration are not comparable to last year due to appointment/changes made in managerialperson during the said period.
vi. The key parameters for the variable component of remunerationavailed by the directors are considered by the Board of Directors based on therecommendations of the Human Resources Schedule V of the Companies Act 2013 Nominationand Remuneration Committee as per the Remuneration Policy for Directors Key ManagerialPersonnel and other Employees; and
vii. It is hereby affirmed that the remuneration paid is as per the asper the Schedule V of the Companies Act 2013 Remuneration Policy for Directors KeyManagerial Personnel and other Employees.
viii. Except Mr. Jagdeep Hira Managing Director of the Company noother employee was employed throughout the financial year at an aggregate salary of Rs10200000/- per annum.
ix. Mr. Ved Krishna Vice Chairman No Employee was employed for a partof the financial year at an aggregate salary of Rs 850000/- per month.
x. Details of Top Ten employees of the company as required under Rule5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended vide Notification dated 30th June 2016 by Ministry of Corporate Affairs for theyear ended March 31 2022:
|Sl. No. ||Name & Age ||Qualification ||Designation ||Date of Joining ||No. and % of equity shares held ||Remuneration (In Rs) ||Previous employment |
|1 ||Mr. Jagdeep Hira (50 Years 6 Month) ||Bachelor of Engineering Technology ||Managing Director ||10/10/2016 ||Nil ||19319639 ||Trident Group Limited |
|2 ||Mr. Jignesh Vinodchandra Shah (51 Years 6 Month) ||Chartered Accountant ||Chief Financial Officer ||01/06/2020 ||Nil ||6233695 ||Gerresheimer |
|3 ||Mr. Ved Krishna* (47 years 1 Month) ||B. A. (Hons.) ||Vice Chairman ||30/05/1999 ||13844388 ||4810960 ||- |
|4 ||Mr. Narendra Kumar Agrawal (51 Years 3 Month) ||Bachelor of Engineering ||Director Works ||15/12/2011 ||500 (0.00%) ||4507921 ||Century Paper and Pulp |
|5 ||Mr. Manoj Kumar Maurya (48 Years 1 month) ||M.Com ||Commercial Head ||01/09/1998 ||Nil ||3029906 ||- |
|6 ||Mr. Sushant Sinha* (46 years 3 Month) ||B. Tech P.G. Diploma in Production & Materials Management ||Mechanical Head ||20/03/2017 ||Nil ||2663087 ||Trident Group Limited |
|7 ||Mr. Neeraj Kamra (49 Years 5 Month) ||PGDM in Pulp & Paper ||Production Head ||25/02/2019 ||Nil ||2634580 ||Shree Rishabh Paper |
|8 ||Ms. Navina John (43 Years 3 Month) ||Master in Human Resource Management ||Admin & IR Head ||17/05/2018 ||Nil ||2608502 ||Muthoot Finance Ltd. |
|9 ||Sagar Shashank Shejwalkar* (36 Years) ||Master in Green Technology ||Innovation Head ||01/08/2021 ||Nil ||2057168 ||Meghdoot Packaging |
|10 ||Shailesh Singh (43 Years) ||Master in International Business ||Paper Sales Head ||23/01/2017 ||Nil ||1950417 ||- |
*Mr. Ved Krishna re-designated as Vice-Chairman (Non-ExecutiveDirector) w.e.f. July 1 2022. * Mr. Sushant Sinha resigned from the Company w.e.f. March21 2022.
*Mr. Sagar Shashank Shejwalkar resigned from the Company w.e.f. March31 2022.
xi. No employee of the Company receiving remuneration part of thefinancial year in excess of the amount drawn by the Managing Director. No one was employedthroughout the financial year or part thereof receiving remuneration in excess of theamount drawn by the Managing Director.
36. COMPANIES WHICH CEASED TO BE HOLDING SUBSIDIARY OR ASSOCIATECOMPANY
During the year under review no company ceased to be holdingsubsidiary or associate company of the Company.
37. INVESTOR EDUCATION AND PROTECTION FUND
During the year the Company was not required to transfer any amountand shares to Investor Education and Protection Fund ("IEPF").
38. CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion andAnalysis Report describing the Company's objectives projections estimates expectationsor 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 principal markets changes in Government regulations Tax regimeseconomic developments within India and the countries in which the Company conductsbusiness and other ancillary factor.
Your Directors state that no disclosure or reporting is required inrespect of the following matters as there were no transactions on these matters during theyear under review:
- The details of application made or any proceeding pending under theInsolvency and Bankruptcy Code 2016 during the year alongwith their status as at the endof the financial year as no such proceedings initiated or pending.
- The details of difference between amount of the valuation done at thetime of one time settlement and the valuation done while taking loan from the Banks orFinancial Institutions along with the reasons thereof as there was no instance of onetimesettlement with any Bank or Financial Institution.
On behalf of the Directors of the Company
I would like to place on record our deep appreciation to ourshareholders customers business partners vendors (both international and domestic)bankers financial institutions and academic institutions for all the support renderedduring the year.
The Directors are thankful to the Government of India the variousministries of the State Governments communities in the neighbourhood of our operationsmunicipal authorities of Ayodhya Uttar Pradesh and local authorities in areas where weare operational in India; as also partners governments and stakeholders in internationalgeographies where the Company operates for all the support rendered during the year.
The Directors regret the loss of life due to COVID-19 pandemic and aredeeply grateful and have immense respect for every person who risked their life and safetyto fight this pandemic. Finally we appreciate and value the contributions made by all ouremployees and their families for making the Company what it is.
|For and on Behalf of the Board || |
|Pradeep Vasant Dhobale ||Chairman |
|Hyderabad August 10 2022 ||DIN: 00274636 |