To,
The Members of
SHREENATH PAPER PRODUCTS LIMITED
The Directors have pleasure in presenting before you the Annual Report of the Company
together with audited annual financial statements, for the year ended 31st March, 2024.
FINANCIAL RESULTS:
The performance during the year ended March 31, 2024 has been as under:
Amount in Rs.
| Particulars |
FY 2023-24 |
FY 2022-23 |
| Sales & other Income (Net) |
189,66.82,430 |
206.69,91,035 |
| Expenses |
183,78.20.798 |
200,80,86,382 |
| Profit Before Tax |
5,88,61,632 |
5,89.04,654 |
| Less: Provision for Tax |
1.50,50,222 |
1.49,83.798 |
| Profit after Tax |
4,38,11,410 |
4,39,20,856 |
| Add: Profit brought forward from last year |
8,66,06,985 |
4,26,86,129 |
| Amount available for appropriation Appropriations: |
13.04,18,380 |
8,66,06,985 |
| Dividend paid |
- |
- |
| Tax on dividend |
- |
- |
| Bonus Issue |
8,45,35,000 |
- |
THE STATE OF COMPANY AFFAIRS:
During the year under consideration, your company has earned a total income of Rs.
185,84,82,852/- as compared to Rs. 204 43.77,499/- of previous year and earned profit
after tax of Rs. 4,38,11,410 during the year as against Rs. 4.39.20,856/- that of previous
year.
DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC):
The Company does not have a Subsidiary Company, an Associate Company or a Joint
Venture.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES. JOINT VENTURES (JV),
ASSOCIATE COMPANIES (AC):
The Company does not have a Subsidiary Company, an Associate Company or a Joint ?
Venture.
AMOUNTS PROPOSED TO BE CARRIED TO ANY RESERVES:
The company has not transferred any amounts to reserves during the year
DIVIDEND:
Considering the performance of the Company and long term plans, it was thought
desirable to retain the earnings of the company. Hence the Directors have not recommended
dividend for the year ended on 31st March 2024.
INCREASE IN CAPITAL
• During the year under review, Company increased its Authorised Capital from Rs.
90,00,000 divided into 9,00,000 Equity Shares of Rs. 10 each to Rs. 25,00,00,000 divided
into 2,50,00,000 Equity Shares of Rs. 10 each.
The paid up capital of the Company increased from Rs. 74,69,000 divided into 7,46,900
Equity Shares of Rs. 10 each to Rs. 14,34,42,000 divided into 1,43.44,200 Equity Shares of
Rs. 10 each.
MATERIAL CHANGES IF ANY BETWEEN THE END OF THE FINANCIAL YEAR 31.03.2024 OF THE COMPANY
AND THE DATE OF THE REPORT:
There are no material changes and commitment affecting the financial position of the
Company till the date of this report. The company has filed DRHP with Stock Exchange and
the same is approved. We expect to bring out the Initial Public Offer of our shares during
the second half of FY2024 25 itself.
DIRECTORS:
Dr Aditya Narayandas Daultabadkar, Non-Executive Director being liable to rotation, is
eligible to get re-appointed.
APPOINTMENT AND OR RESIGNATION OF KEY MANAGERIAL PERSONNEL:
The company being a public limited company the details of appointment and or
resignation of Key Managerial Personnel as required under Rule 8(5) (iii) of the Companies
(Accounts) Rules, 2014 are applicable.
Following Key Managerial Personnel have been appointed on the Board:
| Name |
Designation |
Date of Appointment |
| CS Neetika Sanket Sakla |
Company Secretary |
28.04.2023 |
| CA Vijay Dwarkadas Shah |
Independent Director |
12.06.2023 |
| Dr Aditya Narayandas Daultabadkar |
Independent Director |
12.06.2023 |
| Mrs Neha Nagar |
Woman Independent Director |
12.06.2023 |
| Mr. Ronak Harish Parekh |
CEO |
28.11.2023 |
| Mr. Navneetdas Vallabhdas Parekh |
CFO |
10.07.2023 |
NUMBER OF BOARD MEETINGS HELD:
Details of Board Meetings held during the financial year 2023-24 as required u/s
134(3)(b) of the Companies Act, 2013 are as under:
| Sr No |
Date of Meetings |
| 1 |
01/04/2023 |
| 2 |
28/04/2023 |
| 3 |
15/05/2023 |
| 4 |
12/06/2023 |
| 5 |
10/07/2023 |
| 6 |
14/07/2023 |
| 7 |
18/08/2023 |
| 8 |
09/10/2023 |
| 9 |
11/10/2023 |
| 10 |
01/11/2023 |
| 11 |
28/11/2023 |
| 12 |
09/12/2023 |
| 13 |
26/12/2023 |
| 14 |
01/01/2024 |
| 15 |
15/03/2024 |
| 16 |
21/03/2024 |
Details regarding attendance of the Directors at the Board Meetings held during the
Financial Year 2023-24 and at the last Annual General Meeting held on 30th September 2023
are given below:
| Name |
Category |
Attendanr Meeting |
;e at Board |
Attendance at AGM held on 30th |
|
|
Held |
Attended |
September 2023 |
| Alok Parekh |
Managing Director |
16 |
16 |
Yes |
| Ronak Parekh |
Whole Time Director/CEO |
16 |
16 |
Yes |
| Neha Nagar |
Independent Director |
16 |
12 |
No |
| Vijay Dwarkadas Shah |
Independent Director |
16 |
12 |
No |
| Aditya Narayandas Daultabadkar |
Independent Director |
16 |
12 |
No |
| Harish Parekh* |
Director |
16 |
4 |
Yes |
| Navneetdas Parekh* |
Director |
16 |
4 |
Yes |
'Resigned from Board of Directors w.e.f. July 10, 2023.
DECLARATIONS BY INDEPENDENT DIRECTORS:
All Independent Directors of the Company have given their respective declaration as
required under Section 149(7) of the Act to the effect that they meet the criteria of
independence as provided in Section 149(6) of the Act.
All Independent Directors have also complied with Code for Independent Directors
prescribed in Schedule IV to the Act.
They have also given their annual affirmation on compliance with the Code of Conduct
for the Board of Directors and Senior Management of the Company. Further, there has been
no , change in the circumstances affecting their status as an Independent Directors of the
Company.
BOARD COMITTEES:
Details of the Board Committees and other related information are provided hereunder:
• Audit Committee
| Name |
Position in the Committee |
| Vijay Shah |
Chairman |
| Neha Nagar |
Member |
Alok Parekh Member
* Nomination and Remuneration Committee
| Name |
Position in the Committee |
| Neha Nagar |
Chairman |
| Vijay Shah |
Member |
| Aditya Daultabadkar |
Member |
• Stakeholder's Relationship Committee
| Name |
Position in the Committee |
| Neha Nagar |
Chairman |
| Alok Parekh |
Member |
| Ronak Parekh |
Member |
• CSR Committee
| Name |
Position in the Committee |
| Neha Nagar |
Chairman |
| Aditya Daultabadkar |
Member |
| Ronak Parekh |
Member |
. The Company Secretary of the Company acts as the Secretary of all Board Committees.
A) AUDIT COMMITTEE:
BRIEF DESCRIPTION OF TERMS OF REFERENCE
1) Oversight of the listed entity's financial reporting process and the disclosure of
its financial information to ensure that the financial statement is correct, sufficient
and credible;
2) Recommendation for appointment, remuneration and terms of appointment of auditors of
the listed entity;
3) Approval of payment to statutory auditors for any other services rendered by the
statutory auditors:
4) Reviewing, with the management, the annual financial statements and auditor's report
thereon before submission to the board for approval, with particular reference to:
i. Matters required to be included in the Director's Responsibility Statement to be
included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of
the Companies Act, 2013;
ii. Changes, if any, in accounting policies and practices and reasons for the same;
iii. Major accounting entries involving estimates based on the exercise of judgment by
management;
iv. Significant adjustments made in the financial statements arising out of audit
findings;
I
v. Compliance with listing and other legal requirements relating to financial
statements:
vi. Disclosure of any related party transactions;
vii. Modified opinion(s) in the draft audit report.
5) Reviewing, with the management, the half yearly financial statements before
submission to the board for approval.
6) Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, right issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document/Draft
Prospectus/ Prospectus /notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter.
7) Review and monitor the auditor's independence, performance and effectiveness of
audit process.
8) Approval or any subsequent modification of transactions of the company with related
parties:
9) Scrutiny of inter-corporate loans and investments:
10) Valuation of undertakings or assets of the company, wherever it is necessary;
11) Evaluation of internal financial controls and risk management systems;
12) Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems
13) Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit.
14) Discussion with internal auditors any significant findings and follow up there on.
15) Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board.
16) Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern.
17) To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors.
18) To review the functioning of the Whistle Blower mechanism.
19) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other
person heading the finance function or discharging that function) after assessing the
qualifications, experience & background, etc. of the candidate.
20) Carrying out any other function as is mentioned in the terms of reference of the
Audit Committee.
21) Reviewing the utilization of loans and/ or advances from/investment by the holding
\ company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments j
existing as on the date of coming into force of this provision
22) Consider and comment on rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the listed entity and its shareholders.
23) Carrying out any other functions required to be carried out by the Audit Committee
as contained in the Listing Regulations or any other applicable law, as and when amended
from time to time.
During the year under review, there has been no meeting of Audit Committee.
B) NOMINATION AND REMUNERATION COMMITTEE:
BRIEF DESCRIPTION OF TERMS OF REFERENCE
• Formulation of the criteria for determining qualifications, positive attributes
and independence of a director and recommend to the Board a policy, relating to the
remuneration of the directors, key managerial personnel and other employees:
• Formulation of criteria for evaluation of Independent Directors and the Board:
• Devising a policy on Boord diversity
• Identifying people who are qualified to become directors and who may be
appointed in senior management in accordance with the criteria laid down and recommend
their appointment to the Board.
During the year under review, 1 meeting of Nomination and Remuneration Committee was
held on March 21,2024
Company's Policy On Directors' Appointment And Remuneration:
The Nomination & Remuneration Committee (NRC) has adopted a policy which,
inter-alia, deals with the manner and selection of Board of Directors and key Managerial
Personnel and their remuneration.
Criteria Of Selection Of Non-Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and
experience so as to have a diverse Board.
In case of appointment of Independent Directors, the NRC shall satisfy itself with
regard to , the independent nature of the Directors vis-a-vis the Company so as to enable
the Board to discharge its function and duties effectively.
The NRC shall ensure that candidate identified for appointment as a Director is not
disqualified for appointment under Section 164 of the Companies Act, 2013.
The NRC shall consider the followina attributes / criteria, whilst recommendina to the
Board
the candidature for appointment as Director:
* Qualification, expertise and experience of the Directors in their respective fields:
• Personal. Professional or business standing.
Performance Evaluation
Pursuant to the provisions of the Act, the Board has carried out the annual
performarrcer evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its committees.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board's functioning such as adequacy
of the
composition of the Board and its Committees, Board culture, execution and performance
of specific duties, obligations and governance.
a separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Boaid. who were evaluated on parameters such as level of '
engagement and contribution, independence of judgement, safeguarding the interest of the
Company and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors who also reviewed the performance of the
Secretarial Department. The Directors expressed their satisfaction with the evaluation
process.
Observations of Board evaluation carried out for the year: No observations.
Previous year's observations and actions taken: Since no observations were received, no
actions were taken.
Proposed actions based on current year observations: Since no observations were
received, , no actions were taken.
Remuneration of The Directors / Key Managerial Personnel (KMP) / Employees:
The details of remuneration paid / payable to the executive directors for financial
year 2023- 24 is as under:
| Particulars |
Alok Parekh. Director |
Managing Ronak Parekh, Director 8. CEO |
Whole-Time |
| Salary |
27,00.000 |
27,00,000 |
|
| Contribution to Other Funds |
Provident & - |
|
|
| Gratuity |
- |
- |
|
The details of remuneration Daid / oavable to Kev Manaaerial Personnel is as under:
| Particulars |
Neetika Sakle, Company Secretary |
Navneetdas Parekh, CFO |
| Salary |
96,000 |
30,00,000 |
| Contribution to Provident & |
- |
- |
| Other Funds |
|
|
| Gratuity |
- |
- |
The details of sitting fees paid / payable to Non-Executive Directors is as under:
| Particulars |
Neha Nagar, Independent Director |
Vijay Shah, Independent Director |
Aditya Daultabadkar,
Non-Execufive
Director |
| Salary |
- |
- |
|
| Contribution Provident & Funds |
|
|
|
| Gratuity |
|
|
|
DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLETIME DIRECTOR
FROM THE COMPANY'S HOLDING OR SUBSIDIARY COMPANY:
As the compony does not have any Holding or Subsidiary Company, the provisions of this
Section do not apply to the company.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The company has been addressing various risks impacting the company and the policy of
the company on risk management is provided as required under the provisions of Section
134(3) (n) as under:
The company has established a risk management policy commensurate with the size and
pursuant to the nature of business of the company, the Company is also in the process of
skill development of the employees to improve the quality and efficiency.
The operational risks of fire and accidents etc are mitigated through insurance cover,
safety norms and continued training to employees. Further, the company has entered into a
Debtors Insurance Contract with a leading Insurance Company which covers the entire risk
of non-realization of debtors.
DEPOSITS:
The Company has not accepted any deposits under the provisions of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014. is given herein below:
A. CONSERVATION OF ENERGY
The Company is not covered under the list of specified industries, however required
conservation measures are already taken to insure power consumption to the extent
necessary.
B. TECHNOLOGY ABSORPTION
, Since no Technology has been acquired by the Company, the question of
Technology Absorption, Adaption and Innovation does not arise.
C. FOREIGN EXCHANGE EARNINGS & OUTGO:
Foreign exchange earned in terms of actual inflows during the year and the foreign
exchange outgo during the year in terms of actual outflows.
Amount in Rs.
| Particulars |
2023-24 |
2023-24 |
| Foreign Exchange Earnings in terms of actual inflows |
NIL |
NIL |
| Foreign Exchange Outgo in terms of actual outflows |
NIL |
NIL |
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The company has spent the CSR amount to the tune of Rs. 2,70,000/- by making payment of
same to vijay Kiida Mandal a CSR registered trust having CSR registration number
CSR00010175.
The company has formed the CSR Committee amongst its Board of Directors and the
committee has drawn out the CSR Policy according to the Companies Act, 2013. The
Disclosure of CSR expenditure is annexed in Annexure 1.
. SECRETARIAL AUDIT REPORT:
The provisions of related to Secretarial Audit Report as mentioned in section 204 of
the Companies Act, 2013 do not apply to the Company.
AUDITORS:
Pursuant to the provisions of section 139 of the Act and the rules framed thereafter,
M/s. Ratan Chandak & Co, Chartered Accountants, were appointed as statutory auditors
of the Company in casual vacancy in Extra-Ordinary General Meeting held on December 21,
2023 till the ensuing Annual General Meeting. M/s. Ratan Chandak & Co LLP, Chartered
Accountants have expressed their inability to be appointed as Statutory Auditor for a
period of five years in ensuing Annual General Meeting.
The company has received a certificate from the M/s S H Dama & Associates (Firm
Registration No 125932W) as Statutory Auditor in the Annual General Meeting. M/s S H Dama
& Associates stated to the effect that their appointment, if made, would be within the
prescribed limits under section 139 of the Companies Act, 2013. Your Directors recommend
• their appointment as Statutory Auditor ot the Company,
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of section 134(5) of the Companies Act, 2013, the Directors
state that:
a) in the preparation of the Annual Accounts for the year 31.03.2024, the applicable
Accounting Standards had been followed along with proper explanation relating to material
departures:
b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit of the Company for the period;
c) the directors had taken proper and sufficient care tor the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively
A) REPLY TO AUDITORS QUALIFICATION OR REMARKS OR OBSERVATIONS:
The Statutory Auditors Report to the shareholders does not contain any qualification,
adverse remarks or observation.
B) DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS: [SECTION 143(12)]:
There were no frauds reported by the auditors under Section 143(12) of the Companies
Act, 2013.
EXTRACT OF ANNUAL RETURN:
In accordance with the Act, the annual return in the prescribed format is available on
the website of the Company at https://shreenathpgper,com/
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loan or guarantee or security or made any financial
investment during the financial year.
PARTICULARS OF RELATED PARTY TRANSACTIONS:
The Company did not enter into any materially significant related party transactions,
which had potential conflict with the interest of the Company at large. The related party
transactions entered into with the related parties as defined under the Act during the
financial years were in the ordinary course of business and at arms' length basis, the
same have been approved by the Audit Committee/ Board of Directors. Transactions with the
related parties are disclosed under Notes forming part to the financial statements in the
Annual Report. The Board of Directors have approved a policy of related party transactions
which has been uploaded on the website of the Company at https://shreenathpaper.com/
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There were no instances during the year attracting the provisions of Rule 8(5)(vii) of
the Companies (Accounts) Rules, 2014.
, DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
Internal Control Systems and their Adequacy:
Management has put in place effective Internal Control Systems which are commensurate
with nature and size of business to provide reasonable assurance for:
• Safeguarding Assets and their usage.
• Maintenance of Proper Accounting Records and
• Adequacy and Reliability of the information used for carrying on Business
Operations.
Proper and appropriate mechanism and systems are in place to monitor and review
financial transactions on periodic basis.
CORPORATE GOVERNANCE CERTIFICATE:
The provisions of Listing Agreement related to Corporate Governance Certificate are not
applicable to the Company.
VIGIL MECHANISM:
As the Company has not borrowed money from Banks and Public Financial Institutions in
excess of Rs.50 Crore, therefore provisions of related to Vigil Mechanism are not
applicable to the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013.
The following is a summary of sexual harassment complaints received and disposed off
during the year 2023-24:
No of complainfs received: NIL No of complaints disposed off: NIL
' DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS: [SECTION 143(12)]:
There were no frauds reported by the auditors under Section 143(12) of the Companies
Act, 2013
ACKNOWLEDGEMENT:
Directors take this opportunity to express their sincere appreciation for the services
rendered by the Company's Bankers, Consultants and Advisors, Material Suppliers, Customers
and Shareholders for their continued support and guidance. The Directors wish to place on
record their appreciation for the dedicated efforts put in by the employees of the Company
at all levels.
|