Your Directors have pleasure in presenting the 13th Annual Report
for your Company together the Audited Statements of Accounts for the financial year ended
31st March, 2023.
- INCOME TAX SEARCH
As reported earlier, the Search Proceedings by Income Tax
Department was conducted under Section 132 of Income Tax Act, 1961 from 26th May, 2022
till 29th May, 2022 at the Registered Office of the Company. The Company had extended full
co-operation to the income tax officials during the search period and provided all the
information and data. As on date the Company has not received any demand from the
department and the Directors do not foresee any material impact on the business
operations.
- DIVIDEND:
In view of not sufficient profit, the Directors are unable to
recommend any dividend for the year.
- TRANSFER TO RESERVES:
In view of not sufficient profit, no amounts are transferred to
Reserves during the year.
- SHARE CAPITAL:
The Issued, Subscribed and Paid up Equity Share Capital of the
Company as on 31st March, 2023 was Rs. 4650.00 Lakh divided in to 4,65,00,000 Equity
Shares of Rs. 10.00 each.
- DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance
of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) for
the time being in force).
- PARTICULARS OF LOANS, GAURANTEES, OR INVESTMENTS UNDER SECTION 186:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.
- DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to Section 152 of the Companies Act, 2013 and the Articles
of Association of the Company, Shri Ramakant Patel, Director (DIN: 00233423) is liable to
retire by rotation at the ensuing Annual General Meeting and being eligible, offers
himself for re-appointment. Necessary resolution for his re- appointment is included in
the Notice of 13rd AGM for seeking approval of members.
The disclosures required pursuant to regulation 36 of the Listing
Obligation and Disclosure Requirement Regulations, 2015 and Secretarial Standard is given
in the Notice of AGM, forming part of the Annual Report and in the Corporate Governance
Report, forming part of the Annual Report. Attention of the members is also invited to the
relevant items in the notice of the AGM
On the recommendation of the Nomination and Remuneration Committee, the
Board has re-appointed Shri Sudhir Maheshawari (DIN: 07827789), as an Independent Director
of the Company for a second term of five years from May 20, 2022 till the conclusion of
17th Annual General Meeting of the Company to be held in the Calendar year 2027 or up to
May 19, 2027, whichever is earlier through circular resolution on 20th May, 2022 and same
has been approved by the members vide Postal Ballot dated 14th August, 2022.
Ms. Chaitali Parikh, Woman Independent Director of the Company resigned
from her post on 22nd February, 2022 and as per SEBI Guideline, Company require to appoint
Woman Independent Director within a period of three months, accordingly Ms. Dhyanam Vyas
was appointed as an Additional Woman Independent Director w.e.f 20th May, 2022. Thereafter
her appointment was approved by the members through Postal Ballot Special Resolution dated
14th August, 2022.
Mr. Anand Maheshwari Independent Directorwas appointed as an additional
Independent Director w.e.f 14th July, 2022. Thereafter his appointment was approved by the
members in the 12th Annual General Meeting of the Company through Special Resolution held
on 29th September, 2022.
Mr. Yogesh Patel Independent Director of the Company resigned from his
post with effect from 09th August, 2022
KEY MANAGERIAL PERSONNEL
During the financial year ended on 31/03/2023 and upto the date of
this report, the following changes took place in the composition of the Board of directors
and key managerial Personnel of your company:
Company has received Resignation from Mr. Uttam Patel from the
Designation of Company Secretary and compliance officer w.e.f 13/01/2023 and appointment
of Ms. Hina Patel for designation of Company Secretary and compliance officer has been
made w.e.f. 14/02/2023 with in statutory time line.
The following are the changes in Key Managerial Personnel of the
Company pursuant to Section 2(51) and Section 203 of the Companies Act 2013, read with the
Rules framed thereunder as on 31st March, 2023.
Shri Kirit Patel, Managing Director
Shri Ramakant Patel, Whole Time Director Shri Amit Mundra, Chief
Financial Officer(up to 27/05/2023)
Shri Uttam Patel, Company Secretary and Compliance Officer (upto
13/01/2023)
Shrimati. Hina Patel, Company Secretary and Compliance Officer (w.e.f.
14/02/2023)
- COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
Pursuant to Provision of Section 134(3) read with section 178 of
companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the board of Directors, on Recommendation of the Nomination and
Remuneration Committee, has adopted a policy for appointment and payment of remuneration
to directors/ KMP(s) and other senior Executives of the company.
The Nomination and Remuneration Committee also recommends appointment
and remuneration of Directors/ KMP(s) and other Senior Executives of the company, based on
expertise and experience. The committee also ensures that the remuneration is sufficient
to attract, retain and motivate best management talents.
- ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS:
Pursuant to the provisions of section 134(3) (p), 149(8) and
Schedule IV of the companies Act, 2023 and Regulation
17 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended from time to time, annual performance evaluation of directors
as well as Audit committee, Nomination and Remuneration Committee, Stakeholders
Relationship Committee and Corporate Social Responsibility Committee (dissolved on
14/02/2023) committee of the Board has been carried out.
The evaluation of the Board, Committees, Directors and Chairman of the
Board was conducted based on the evaluation parameters such as Board composition and
Structure, effectiveness of the Board, participation at meetings, domain knowledge,
awareness and observance of governance, etc.
- FAMILIARISATION PROGRAMME:
The Company has put in place an induction and familiarization
programme for all its Directors including the Independent Directors. The familiarization
programme for Independent Directors in terms of provisions of Regulation 46 (2) (i) of
Listing Regulations, is available on the website of the Company.
- DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134 (5) of the Companies
Act, 2013, with respect to Director's Responsibility Statement, your Directors hereby
confirm the following:
- in the preparation of the annual accounts for the financial year ended 31st March, 2023,
the applicable accounting standards have been followed along with proper explanation
relating to material departures;
- the directors have selected such accounting policies and applied 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
and loss of the Company for that period;
- the directors have taken proper and sufficient care towards the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
- the directors have prepared the annual accounts on a going concern basis;
- the directors have laid down internal financial controls, which are adequate and
operating effectively;
- the directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and such systems are adequate and operating effectively.
- BOARD MEETINGS:
The Board of Directors met 6 (Six) times during the F.Y. 2022-23.
The details of the board meetings and the attendance of the Directors is provided in the
Corporate Governance Report forming part of this Report.
- COMMITTEES OF THE BOARD:
Currently, the Board has four (04) Committees:
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholder Relationship Committee
- Executive Committee of the Board
Adetailed note on the Board and its committees, composition and
compliances, as per the applicable provisions of the Act and Rules are provided under the
Corporate Governance Report.
- AUDITOR(S):
- STATUTORY AUDITOR
M/s, S N D K & Associates LLP, Chartered Accountants (FRN:
W10060) were appointed as a Statutory Auditors of the Company to hold office for a period
of 5 (Five) consecutive financial years (commencing from 1st April, 2022) from the
conclusion of the 12th Annual General Meeting of the Company until the conclusion of the
17th Annual General Meeting of the Company by the Board in Board Meeting dated 14th
February, 2022; and same has been approved in the 12th Annual General Meeting.
During the year under review, the Statutory Auditor has given following
qualification for Standalone and consolidated Annual Audited Financial Results:
The current trade receivables reported in the financial statements
include export trade receivable of Rs. 1,53,43,129/- outstanding for more than three
years, which the company has considered as good for recovery. In our opinion, the same
should have been considered as doubtful and necessary provision for doubtful debts should
have been made by the
company. Non-provision of such doubtful debts of Rs. 1,53,43,129/- has
resulted into understatement of loss and overstatement of outstanding balance of current
trade receivables and shareholder's fund by Rs. 1,53,43,129/-.
For Audit Qualification(s) where the impact is quantified by the
auditor for Standalone and Consolidated Annual Audited Financial Results, Management's
Views:
The company had made export of goods to two parties located in
China. However, subsequent to shipment of goods from port in India and before goods could
reach the destination in China, Corona pandemic spread out across globe and government of
various countries imposed restrictions on movement of goods as well as people and economic
activities came to standstill. It took some time to normalize the routine operations. On
account of above unprecedented reasons, the shipment to the parties was delayed from port.
The company has been constantly following up the matter with respective parties for
realization of the outstanding dues and based on the discussion so far, the management of
the company was reasonably certain that the dues will be recovered and therefore has not
made provision for doubtful debts so far. As part of its continuous efforts for recovery
of outstanding dues, the management of the company is now contemplating to send its
representative to discuss the matter with respective parties. The company will take
further action in this regard based on further communication with the respective parties
and legal opinion if it is deemed appropriate. Based on efforts and communication made so
far and possible course of actions, the management of the company is of the view that
there is fair possibility that the company may recover due and hence no provision for
doubtful debts has been made.
Management's estimation on the impact of audit qualification:
Based on the present scenario, the management is of the view that
there is possibility of recovery of amount and has no impact on the reported amounts in
the financial statement for the year ended 31st March, 2023. However, due to any reason if
any part of outstanding dues or entire dues becomes non recoverable, the company may have
to write off/ make provision for doubtful debts to that extent on occurrence of events
when it becomes reasonably certain that no recovery or part recovery will not be made.
Further, company has given disclosure in compliance of Regulation 33 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors has appointed M/s. GKV and Associates., Practicing Company
Secretaries (CP No.: 19866) as the Secretarial Auditors of the Company to undertake the
Secretarial Audit of the Company for the FY 2022-23.
The report of Secretarial Auditor contain one qualification regarding
default in holding board meeting dated 28th May, 2022 and non filing of financial results
u/r 33 of SEBI (LODR) 2015. However, company has clarified that due to income tax search
Proceedings Company was not able to conduct board meeting on time and same was filed on
11th June, 2022.
Internal Auditors:
Pursuant to the provision of section 138 of the companies Act, 2013
read with the companies (Accounts) rules, 2014, the company had appointed M/s S N Shah and
Associates (FRN:109782W), chartered Accountant in the board meeting held on 14th
February,2022, to conduct internal Audit for the financial year 2022-23.
- Annual Secretarial Compliance Report:
The Company has obtained Annual Secretarial Compliance Report for
the financial Year 2022-23 for all applicable compliances as per SEBI Regulations and
Circular- Guidelines issued thereunder.
Company has received remarks for default in holding board meeting dated
28th May, 2022 and non filing of financial results u/r 33 of SEBI (LODR) 2015. However,
company has clarified that due to income tax search Proceedings Company was not able to
conduct board meeting on time and same was filed on 11th June, 2022.
- Cost Auditors:
Section 148 of the companies Act, 2013 read with rules made
thereunder mandates every company belonging to category prescribed in the Rules to
undertake a Cost Audit. The company is not required to mandatorily appoint Cost Auditors
and maintain cost records as per 148(1) due to nature of business
activity however, company do maintain cost record for internal purpose
for better as a good practice.
- CREDIT RATING
During the year, Care Ratings has assigned long term debt rating of
‘CARE BB+ (read as CARE BB Plus) expressed outlook as stable for short term rating of
CARE BB+ (read as CARE BB Plus) on bank facilities as on 31st March, 2023 and expressed
outlook as stable A4+.
- INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company is committed to an Internal Control System,
commensurate with the size, scale and complexity of its operations. The Company's
Internal Control Systems are regularly being reviewed by the Company's Internal
Auditors with a view to evaluate the efficacy and adequacy of Internal Control Systems in
the Company, its compliance with operating systems, accounting procedures and policies at
all locations of the Company and to ensure that these are working properly and wherever
required, are modified/ tighten to meet the changed business requirements.
The scope of the Internal Audit is defined and reviewed every year by
the Audit Committee and inputs, wherever required, are taken from the Statutory Auditors.
Based on the report of Internal Auditors, major audit observations and corrective actions
thereon are presented to the Audit Committee of the Board.
Statutory Auditors' Report on Internal Financial Controls as
required under Clause (i) of Sub-section 3 of Section 143 of the Act, is annexed with the
Independent Auditors' Report.
- CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under Section 134 (3) (m) of the Companies
Act, 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014 as amended from
time to time is attached as "ANNEXURE – A" to this Report.
- RISK MANAGEMENT:
Pursuant to section 134(3)(n) of the companies Act,2013 and
relevant provisions of Listing Regulations, 2015 the Company has included appropriate
procedures to inform the board about the risk assessment and minimization procedures.
Regulation 21 is not Applicable to Company but your Company has an
elaborate Risk Management procedure covering Business Risk, Operational Controls
Assessment and Policy Compliance processes. Major risks identified by the businesses and
functions are systematically addressed
through mitigating actions on a continuous basis within the risk
appetite as approved from time to time by the Board of Directors.
- SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:
As on March 31, 2023; the Company has wholly owned subsidiary
Balaram Papers Pvt. Ltd located at Mehsana, Gujarat and which is doing 100% Job work of
Astron Paper & Board Mill Limited.
Pursuant to the provisions of Section 129 (3) of the Act, a statement
containing the salient features of financial statements of the Company's subsidiary in
Form AOC-1 is given in "ANNEXURE – B". Your Directors have pleasure in
attaching the Consolidated Financial Statements pursuant to Regulation 33 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, which have been prepared in
accordance with the applicable provisions of the Companies Act, 2013 and Indian Accounting
Standards ("Ind AS") for financial year ended 31st March, 2023 and approved by
the Board. These Consolidated Financial Statements have been prepared on the basis of the
Audited Financial Statements of the Company and its Subsidiary Company, as approved by
their respective Board of Directors.
Further, pursuant to the provisions of Section 137 of the Companies
Act, 2013 the financial statements of the Company, consolidated financial statements along
with relevant documents and separate audited financial statements in respect of
subsidiaries, are available on the website of the company.
- CORPORATE GOVERNANCE:
Your Company is committed to good Corporate Governance and has
taken adequate steps to ensure that the requirements of Corporate Governance as laid down
in Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 read with Schedule V thereto are complied with. The details are given in "ANNEXURE-
C".
Compliance certificate from practicing company secretaries
regarding compliance of conditions of corporate governance is attached herewith
- SECRETARIAL AUDIT REPORT:
The Secretarial Audit Report from M/s. GKV and Associates.
Practicing Company Secretary for the financial year ended 31st March, 2023 is annexed with
the Directors' Report and forms part of the Annual Report as given in "ANNEXURE-
D". There were no qualification/observations in the report.
SECRETARIAL STANDARD:
The Company is in compliance with Secretarial Standards
on Meetings of Board of Directors and General Meetings issued by the
Institute of Company Secretaries of India.
- MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As per Regulation 34 (2) (e) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report
is set out in a separate section included in this Annual Report and forms part of this
Report.
- CORPORATE SOCIAL RESPONSIBILITY (CSR):
TheCompanyhasconstitutedCorporateSocialResponsibility (CSR)
Committee and framed a CSR Policy, However, With reference to MCA Notification dated 28th
September,2020 and CSR Obligation being less than Rs. 50 Lakh company dissolves CSR
Committee w.e.f 14th February, 2023. The CSR Policy can be access on the Company's
website at the web link: http:/ astronpaper.com/pdf/CSR-Policy.pdf. The report as
per Section 135 of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 is attached as "ANNEXURE- E".
- EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) ready with section 134(3)(a) of the
companies Act, 2013, the Annual Return as on 31st March, 2023 is available on the
company's website on www. astronpaper.com.
- PARTICULARS OF EMPLOYEES:
Disclosure pertaining to remuneration and other details in terms of
the provision of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided
in "ANNEXURE-F" to this Report.
The focus for the year was on Capability Building, Employee Engagement
and Key Talent Management. The total number of employees as on 31st March 2023 were 292.
- INSURANCE:
The Fixed Assets and Stocks of your Company are adequately insured.
- VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY:
The Vigil Mechanism of the Company, which also incorporates a
whistle blower policy in terms of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. It has been communicated to the Directors
and employees of the Company.
The Policy on vigil mechanism and whistle blower policy may be accessed
on the Company's website at the web link:
http://astronpaper.com/pdf/Whistle-Blower-Policy.pdf.
- CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
All the related party transactions that were entered during the
financial year were on arm's length basis and in the ordinary course of business. There
were no materially significant related party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel or other designated persons etc. which
may have potential conflict with the interest of the Company at large or which requires
the approval of the shareholders. Accordingly, no transactions are being reported in Form
AOC- 2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014. However, the details of the transactions with Related Party are provided in
the Company's financial statements in accordance with the Accounting Standards.
All the Related Party Transactions were placed before the Audit
Committee and also before the Board for its approval. Prior omnibus approval was obtained
for the transactions which are of a foreseen and repetitive in nature. A statement of all
related party transactions are placed before the Audit Committee on a quarterly basis,
specifying the nature, value and terms and conditions of the transactions.
The Company has framed a Related Party Transactions policy for the
purpose of identification and monitoring of such transactions and has been updated
eventually in line with amendment issued by regulatory authorities. The policy on
materiality of related party transactions as approved by the Board and may be accessed on
the Company's website at web link: http://astronpaper.com/pdf/Material-Related-
Party-Transaction-Policy-1.pdf.
- POLICY RELATING TO PREVENTION OF SEXUAL HARASSMENT:
Your Company has adopted a policy on prevention, prohibition and
redressal of sexual harassment at the workplace in line with the provision of the Sexual
Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under.
Further, the Company has Internal Complaints Committee for various
locations of the Company in compliance with the above-mentioned Act and Rules.
During the financial year 2022-23, there was no complaint / case of
sexual harassment and hence no complaint remains pending as on 31st March, 2023.
- SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant and material orders passed by any
regulator or court or tribunal impacting the going concern status and your Company's
operations in future.
- GENERAL:
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions/instances on these items
during the year under review:
- There has been no material change in the nature of business during the year under
review.
- Issue of equity shares with differential rights as to dividend, voting or otherwise nor
issued shares (including sweat equity shares) to the employees or Directors of the
Company, under any Scheme.
- Neither the Managing Director nor the Whole Time Directors of the Company receive any
remuneration or commission from any of its subsidiaries.
- The Company does not have any scheme of provision of money for the purchase of its own
shares by employees or by trustees for the benefit of employees.
- ACKNOWLEDGEMENT:
Your Company has maintained healthy, cordial and harmonious industrial
relations at all levels. Your Directors express their gratitude to customers, vendors,
dealers, investors, business associates and bankers for their continued support during the
year. We thank the Government of India, the State Governments and statutory authorities
and other government agencies for their support and look forward to their continued
support in the future. The Directors look forward to the continued support of all
stakeholders in future also.