The Directors have pleasure in presenting before you the 10th
Annual Report of the Company together with the Audited Financial Statements for the year
ended 31st March, 2024. The accounts are prepared in accordance with the
Companies (Indian Accounting Standards) Rule, 2015 (IND AS) prescribed under Section 133
of the Companies Act, 2013.
FINANCIAL RESULTS : (Rupees in Lakhs)
|
2023-2024 |
2022-2023 |
The Earnings Before Interest,
Tax, Depreciation and Amortization (EBITDA) |
14,942.20 |
9,479.81 |
Less: |
|
|
i) Finance cost |
512.54 |
382.41 |
ii) Depreciation/Impairment |
1,265.14 |
1,130.75 |
The net profit before
Exceptional items and Tax |
13,164.52 |
7,966.65 |
Less: |
|
|
Exceptional Items |
- |
- |
The net profit before Tax |
13,164.52 |
7,966.65 |
Less: |
|
|
Provision for Current Tax |
3,361.00 |
1,990.00 |
Provision/(Saving) for
Deferred Taxation |
(10.53) |
37.12 |
Net Profit After Tax |
9,814.05 |
5,939.53 |
Add: |
|
|
Other Comprehensive
Income/(Expense) (Net of Tax) |
191.69 |
(36.17) |
The balance of Profit brought
forward from last year |
19,108.53 |
13,879.92 |
Total |
29,114.27 |
19,783.28 |
Less: |
|
|
Dividend Paid on Equity Shares |
474.75 |
474.75 |
Transfer to General Reserve |
200 |
200.00 |
Total |
674.75 |
674.75 |
Balance proposed to be
carried forward to next year's accounts |
28,439.52 |
19,108.53 |
DIVIDEND :
The Board of Directors recommends the payment of Dividend for the year
ended 31st March, 2024 at the rate of Rs. 0.60 per share. If approved, the
Equity Dividend shall be paid, subject to the provision of Section 126 of the Companies
Act, 2013 to those Shareholders whose names stand on the Register of Members on 06th
September, 2024.
The Dividend in respect of shares held in electronic form, will be paid
to all those beneficial owners of the shares as per the details furnished by depositories
for the purpose at the close of business hours on 29th August, 2024.
OPERATIONS :
The Directors are pleased to report that once again, in quick
succession to last year, the Company has registered a record performance with the turnover
of Rs. 785 Crores (Rs. 759 crores last year) and with the highest EBIDTA of Rs. 149 Crores
(last year Rs. 95 Crores), an EBITDA margin of 19% (13% last year). This historic
performance was result of the followings:
(i) Larger quantity of paper sold by about 10%.
(ii) Increase in value addition even after considering reduction in the
lower input cost and average Net Sales Realization (NSA) by about 7%.
(iii) Improvement in operating efficiency including judicious mix of
fibre and other inputs, changes in product mix to deliver comparatively better value
accretion.
(iv) Procurement strategy of pulp in line with the market trend. The
imported pulp prices after having touched bottom in first half of the year had started
moving upwards and that the trend is continuing.
(v) Improvement in performance of Hygiene Products Division which also
registered a record profit.
The Company being a leader in the Specialty Paper manufacturing,
is witnessing improvement in interest for its various grades of papers
which have various applications and usages in many sectors such as Food, Pharma, Decor,
Packaging, Hygiene to name a few.
For all such interest and demand, the company adopts approach of mix of
various inputs to deliver optimum value both to the customer and the Company. At the same
time, the company is conscious of constantly improving standards of aspiring customers and
consumers and, therefore, it continuously keeps on revising its offerings of product mix
to not only neutralize its cost but also captures better value additions and address the
need of emerging newer grades of papers.
As stated above, Hygiene Products Division improved its revenue by over
25% and EBITDA by 4% over last year. The business of the Hygiene Products Division mainly
caters to Institutionalcustomers such as Business Hotels, Airports, Restaurants,
Corporates etc for their needs of hygiene products comprising of tissue and other
products. As the Work-From-Home (WFH) culture abated and mobility of the public improved
after the Covid conditions fully receded, the business has returned nearly to its
pre-Covid level with much better profitability in view of rising general awareness of
consumers about hygiene and its positive impact.
Although, the plant re-location of Pune facilities to Mahad is
currently on hold, the Management has internally initiated the process of assessing the
extent of desired expansion at Mahad, considering requirement of large investment, high
fixed costs and futuristic market potential of each grade.
TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION
FUND :
Pursuant to the provision of Sections 124 and 125 of the Companies Act,
2013, relevant amounts like unclaimed dividend etc., which remained unpaid or unclaimed
for a period of seven years have been transferred by the Company, from time to time on due
dates, to the Investor Education and Protection Fund ('IEPF').
In compliance with these provisions read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the
Company has transferred 12,31,837 shares to the Demat Account of the IEPF Authority
maintained with NSDL, in respect of which dividend had remained unpaid/unclaimed for a
consecutive period of 7 years or more. The details of the Shareholders whose shares
transferred to IEPF Authority and procedure to claim refund of unclaimed dividend amount
and shares from IEPF authority are available on the website of the Company viz:
https://www.pudumjee. com/unclaimed-dividends/.
FIXED DEPOSITS :
The Company accepts fresh/renewal of fixed deposits from the public and
as on 31st March, 2024 stood at Rs. 1,312.50 Lakhs as against Rs. 1,553.15
Lakhs at the end of the previous year (i.e. Fixed Deposit Liability).
During the year, the Company has accepted/renewed such deposits
aggregating to Rs. 197.10 Lakhs, and allthe deposits falling due for repayment during the
year were fully repaid on maturity except unclaimed deposits numbering 42 with an amount
of Rs. 19.20 Lakhs as at the end of the year.
There were no over dues on account of principal or interest on public
deposits other than the unclaimed deposits as at the year end and there
have been no default in repayment of deposits or payment of interest
thereon. There are no deposits which are not in compliance with the requirements of
Chapter V of the Act read with Companies (Acceptance of Deposits) Rules, 2014.
AUDITORS:
i. STATUTORY AUDITORS :
The Members of the Company at the 8th Annual General Meeting
re-appointed M/s. J. M. Agrawal & Company, Chartered Accountants, as Statutory
Auditors for further period of five years till the conclusion of 13th Annual
General Meeting of the Company.
There is no adverse remark or qualification in the Statutory Auditor's
Report annexed elsewhere in this Annual Report.
The Auditors have reported that there is no fraud on or by the Company
noticed or reported during the year.
ii. SECRETARIAL AUDITOR :
Pursuant to provision of Section 204 read with Section 134(3) of the
Companies Act, 2013, the Board has appointed M/s. SIUT & CO LLP Practicing Company
Secretaries, Pune to conduct Secretarial Audit of the Company for the Financial Year
2023-24. The Secretarial Audit Report for the Financial Year 2023-24 is annexed hereto as
Annexure - 1.
There is no adverse remark or qualification in the Secretarial Audit
Report.
The Company has complied with the applicable Secretarial Standards
during the year issued by the Institute of Company Secretaries of India.
iii. COST AUDITOR :
Pursuant to provision of Section 148 of the Companies Act, 2013, the
Board has appointed Mr. Narhar K. Nimkar (Membership No. F-6493), Cost Accountants in
Practice, Pune to conduct the audit of the Cost Records of the Company relating to
"PAPER" for the Financial Year 2023-24. As required under the Companies Act,
2013, a resolution seeking Shareholders approvalfor the remuneration payable to the Cost
Auditors forms part of Notice convening the 10th Annual General Meeting of the
Company.
DETAILS OF APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
:
In terms of provisions of the Companies Act, 2013, Mr. Surendra Kumar
Bansal(DIN: 00031115), Non-Executive Non-Independent Director of the Company, retires by
rotation at the ensuing Annual General Meeting and being eligible offers himself for
re-appointment.
The details of the Directors of the Company, proposed to be
re-appointed at the 10th Annual General Meeting, as required by Regulation
36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Secretarial Standard - 2 issued by the Institute of Company Secretaries of India are
provided as Annexure at the end of the Notice convening the 10th Annual General
Meeting of the Company.
Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors of the Company, at their meeting held on 30th
January, 2024, appointed Mr. Sanjay Kumar Singh (DIN: 10168533) as an Additional Director
in the capacity of Non-Executive
Independent Director of the Company, for a period of 5 years w.e.f. 30th
January, 2024 till 29th January, 2029. The said appointment of Mr. Singh as an
Independent Director was approved by the Members of the Company by way of a PostalBallot
on 13th March, 2024 in accordance with the provisions of the Companies Act,
2013 & Rules made thereunder and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence as
prescribed both under the applicable provisions of the Companies Act, 2013 and applicable
regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and also confirming that they are not debarred from holding the office of Director by
virtue of any SEBI order or any other such authority.
The Board of Directors is of the opinion that the Independent Directors
holds the highest standard of integrity and possess necessary expertise and experience
including proficiency in the field in which the Company operates.
MEETINGS :
During the year 4 Board Meetings and 4 Audit Committee Meetings were
convened and held. The details of which are given in the Corporate Governance Report that
forms part of this Annual Report. The intervening gap between the Meetings was within
permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
CORPORATE SOCIAL RESPONSIBILITY (CSR) :
The Board of Directors has constituted the Corporate Social
Responsibility Committee of the Company comprises of Mr. Nandan Damani, Chairman of the
Committee and Non-Executive Independent Director, Mr. Vinod Kumar Beswal, Non-Executive
Independent Director, Mr. Basant Kumar Khaitan, Non-Executive Independent Director, Mr.
Surendra Kumar Bansal, Non-Executive Non-Independent Director and Mr. Ved P. Leekha,
Non-Executive Non-Independent Director. The major role of this Committee is to formulate,
recommend, implement and monitor the CSR policy, activities to be undertaken by the
Company and to meet/contribute expenditure towards its recommended Corporate Social
Responsibility objectives. This Committee carried out the CSR Activities pursuant to
section 135 read with Schedule VII of the Companies Act, 2013 as amended from time to time
and as per the CSR policy of the Company.
During the year, the Company was required to spent amount of Rs. 114
Lakhs in accordance with section 135(1) of the Companies Act, 2013 however the Company has
spent Rs.122.70 Lakhs on the CSR Projects recommended/approved by the CSR Committee and
the Board of Directors of the Company, exceeding the required amount by Rs. 8.70 Lakhs.
The CSR Policy of the Company is available on the website of the
Company viz: https://www.pudumjee.com/wp-content/uploads/2015/03/PPPL-
Corporate-Social-Responsibility-Policy-4.pdf.
The other relevant disclosures as stipulated under the Companies
(Corporate SocialResponsibility Policy) Rules, 2014 are given in Annexure-2.
PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) :
Particulars of loan(s) given, investment(s) made, guarantee(s) given
and securities provided along with the purpose are provided in Annexure-3 to this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :
A policy on Related Party Transactions has been adopted by the Board of
Directors at its meeting held on 14th November, 2015 for determining the
materiality of transactions with related parties and dealings with them. The said policy
is available at the Company's website at http://
www.pudumjee.com/wp-content/uploads/2019/03/Policy-on-Related- Party-Transactions.pdf. The
Audit Committee reviews all related party transactions quarterly and also as and when felt
necessary.
Pursuant to Sections 134 (3), 188 (1) of the Companies Act, 2013 read
with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of
contracts/arrangements entered into by the company with related parties referred to in
sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC -2 are provided as
Annexure-4.
ANNUAL EVALUATION OF PERFORMANCE OF BOARD DIRECTOR(S) AND COMMITTEE(S)
:
As required under Companies Act, 2013, a meeting of the Independent
Directors was held on 30th January, 2024 to evaluate the performance of the
Non-Independent Directors, wherein the evaluation of performance of the Non-Independent
Directors, including the Chairman and also of the Board as a whole was made, against
pre-defined and identified criteria.
The criteria for evaluation of the performance of the Independent
Directors, Chairman and the Board, was finalized by the Nomination and Remuneration
Committee in its meeting held on 22nd January, 2016, the said committee has
carried out evaluation of the performance of every Director. The said criteria is
available at the Company's website at
http://www.pudumjee.com/wp-content/uploads/2015/03/Policy-on-
Evaluation-of-Performance-of-Directors.pdf. The Board of Directors at their meeting held
on 30th January, 2024 has evaluated the performance of Independent Directors.
The performance of the Committee was also generally discussed and evaluated.
While evaluating, the principles and guidelines issued vide master
circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 of Securities Exchange Board of India dated
11th July, 2023 on Board Evaluation have been taken into account.
FAMILIARISATION PROGRAMME :
The details of programmes for familiarisation of Independent Directors
with the Company is available at the Company's website at https://www.
pudumjee.com/wp-content/uploads/2015/03/PPPL-Familiarisation-
Programme-for-Independent-Directors.pdf.
RISK MANAGEMENT POLICY :
In accordance with the requirements of the Act, the Company has adopted
and implemented a Risk Management Policy for identifying risks to the Company, procedures
to inform Board members about
the risk assessment & minimization procedures, monitoring the risk
management plan, etc.
VIGIL MECHANISM/WHISTLE BLOWER MECHANISM :
The Company promotes ethical behavior in all its business activities
and has established a vigil mechanism for Directors and Employees to report their genuine
concerns.
Pursuant to Section 177 of the Companies Act, 2013 read with Regulation
22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has formulated a policy "Vigil Mechanism/Whistle Blower Policy", wherein
the Employees/Directors/ Stakeholders of the Company are free to report any unethical or
improper activity, actual or suspected fraud or violation of the Company's Code of
Conduct. This mechanism provides safeguards against victimization of Employees, who report
under the said mechanism. During the year under review, the Company has not received any
complaint under the said mechanism. The said policy is available at the Company's website
at http://www.pudumjee.com/policy/.
PARTICULARS OF EMPLOYEES :
As required under Section 197(12) of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the statement
giving required details is given in the Annexure-5 and 5A to this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :
An Internal Complaints Committee ('Sexual Harassment Committee') has
been constituted, under the SexualHarassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, to deal with the complaints, if any, from the
Company and other Companies in the Pudumjee Group.
During the year under review, there was no complaint of discrimination
and harassment (including SexualHarassment) received by the Committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO :
As required under Section 134(3)(m) of the Companies Act, 2013, read
with the Companies (Accounts) Rules, 2014, the information relating to Conservation of
Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed as
Annexure-6 to this Report.
REPORT ON CORPORATE GOVERNANCE :
Your Company's philosophy on Corporate Governance, sets the goal of
achieving the highest level of transparency with integrity in all its dealings with its
Stakeholders including Shareholders, Employees, Lenders and Others. A report on Corporate
Governance along with a Certificate from the practicing Company Secretary regarding the
Compliance of Conditions of Corporate Governance as stipulated
under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms part of the Annual Report as Annexure-7.
MATERIAL CHANGES AND COMMITMENTS, IF ANY:
There are no adverse material changes or commitments that occurred
after 31st March, 2024, which may affect the financial position of the Company
or may require disclosure.
ANNUAL RETURN :
Pursuant to the provisions of Companies Act, 2013, draft of Annual
Return for the financial year 2023-24 is available on the website of the Company at
https://www.pudumjee.com/wp-content/
uploads/2014/09/PPPL-Draft-Annual-Return-Form-MGT-7-2023-2024. pdf.
REMUNERATION POLICY :
In accordance with the provisions of Section 178 and other applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has formulated remuneration policy which
inter alia, includes the criteria for determining qualifications, positive attributes and
independence of Directors. The said policy may be referred to, at the Company's website
i.e., https://www.pudumjee.com/policy/ and is annexed hereto and marked as Annexure-8.
SIGNIFICANT AND MATERIAL ORDERS :
There is no significant and material order passed by the Regulators or
Courts or Tribunals impacting the going concern status and Company's operations in future.
DIRECTORS' RESPONSIBILITY STATEMENT :
The Directors confirm that:
a) in the preparation of the annualaccounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
b) the Directors have 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 profits of the company for that period;
c) the Directors have taken proper and sufficient care for 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 have prepared the annualaccounts on a going concern
basis; and
e) the Directors have laid down internalfinancialcontrols to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively.
f) 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.
The Directors also wish to place on record their deep sense of
appreciation for the dedication and contribution made by employees at all levels and look
forward to their support in future as well.
ACKNOWLEDGEMENTS :
Your Directors would like to express their sincere appreciation of the
positive co-operation received from the Bankers, Customers, Vendors and Investors of the
Company for their continued support during the year.
ANNEXURE - 2
THE ANNUAL REPORT ON CSR ACTIVITIES
1. Brief outline on CSR Policy of the Company: The Company believes in
the CSR activities through collaboration. The Company would always like to help the
entities that are in the area of social service. The entities could be Trusts which have
established track record in the activities like M. P. Jatia Charitable Trust, Mumbai which
has an established track record of social service. The CSR activities to be carried out by
the Company through an eligible trust(s) are as under; a) Promoting Education b)
Environment c) Vocational Development; d) Setting up and/or maintaining old age
homes/orphanage and supplementing nutrition and other essentials for underprivileged
people e) Development of Rural Infrastructure f) Poverty Alleviation and g) Any other
activity permissible under Schedule VII of the Companies Act, 2013.
2. Composition of CSR Committee:
Sl. No. Name of
Director |
Designation / Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1 Mr. Nandan Damani |
Chairman / Non-Executive
Independent Director |
1 |
1 |
2 Mr. Vinod Kumar Beswal |
Member / Non-Executive
Independent Director |
1 |
1 |
3 Mr. Basant Kumar Khaitan |
Member / Non-Executive
Independent Director |
1 |
1 |
4 Mr. Surendra Kumar Bansal |
Member / Non-Executive
Non-Independent Director |
1 |
1 |
5 Mr. Ved P. Leekha |
Member / Non-Executive
Non-Independent Director |
1 |
1 |
3. Provide the web-link where Composition of CSR committee, CSR Policy
and CSR projects approved by the board are disclosed on the website of the Company:
https://www.pudumjee.com/wp-content/uploads/2015/03/PPPL-Corporate-Social-Responsibility-Policy-4.pdf
4. Provide the executive summary along with web-link(s) of Impact
Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if
applicable: Not Applicable
5. (a) Average net profit of the Company as per section 135(5): Rs.
5,692.47 Lakhs
(b) Two percent of average net profit of the Company as per section
135(5): Rs. 114.00 Lakhs
(c) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years: Not Applicable
(d) Amount required to be set off for the financial year, if any: Nil
(e) Total CSR obligation for the financial year [(b)+(c)-(d)]: Rs.
114.00 Lakhs
6. (a) Amount spent on CSR Projects (both Ongoing Project and other
than Ongoing Project): Rs. 122.70 Lakhs
(b) Amount spent in Administrative Overheads: Nil
(c) Amount spent on Impact Assessment, if applicable: Not Applicable
(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: Rs. 122.70
Lakhs
(e) CSR amount spent or unspent for the Financial Year:
Total Amount Spent |
Amount Unspent
(Rs. in Lakhs) |
for the Financial Year. (Rs.
in Lakhs) |
Total Amount transferred to
Unspent CSR Account as per subsection (6) of Section 135. |
Amount transferred to any
fund specified under Schedule VII as per second proviso to sub-section (5) of Section 135. |
|
Amount. Date of transfer. |
Name of the Fund Amount. Date
of transfer. |
122.70 |
- - |
- - - |
(f) Excess amount for set off, if any
Sl. No. Particular |
Amount (Rs. in Lakhs) |
(1) (2) |
(3) |
(i) Two percent of average net
profit of the company as per sub-section (5) of section 135 |
114 |
(ii) Total amount spent for
the Financial Year |
122.70 |
(iii) Excess amount spent for
the Financial Year [(ii)-(i)] |
8.70 |
(iv) Surplus arising out of
the CSR projects or programmes or activities of the previous Financial Years, if any |
- |
(v) Amount available for set
off in succeeding Financial Years [(iii)-(iv)] |
8.70 |
7. Details of Unspent CSR amount for the preceding three financial
years: Not Applicable
1 2 |
3 |
4 |
5 |
6 |
7 |
8 |
Sl. No. Preceding
Financial Year(s) |
Balance Amount in
Unspent CSR Account under subsection (6) of section 135 (in
Rs.) |
Balance Amount in
Unspent CSR Account under subsection (6) of section 135 (in
Rs.) |
Amount Spent in
the Financial Year (in Rs.) |
Amount transferred to a
Fund as specified under Schedule VII as per second proviso to sub-section
(5) of section 135, if any Amount Date of (Rs. in Lakhs). transfer. |
Amount remaining
to be spent in succeeding Financial Years (in Rs.) |
Deficiency, if any |
1. FY-1 |
|
|
|
|
|
|
2. FY-2 |
|
|
|
|
|
|
3. FY-3 |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
8. Whether any capital assets have been created or acquired through
Corporate Social Responsibility amount spent in the Financial Year: Not Applicable
O Yes O No
If Yes, enter the number of Capital assets created/ acquired:
Furnish the details relating to such asset(s) so created or acquired
through Corporate Social Responsibility amount spent in the Financial Year:
Sl. No. Short
particulars of the property or asset(s) [including complete address and location of the
property] |
Pincode of the property or
asset(s) |
Date of Creation |
Amount of CSR amount spent |
Details of entity/ Authority/
beneficiary of the registered owner |
(1) (2) |
(3) |
(4) |
(5) |
(6) |
CSR Registration Name
Registered Number, if Address applicable |
(All the fields should be captured as appearing in the revenue record,
flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be
specified and also the area of the immovable property as well as boundaries)
9. Specify the reason(s), if the company has failed to spend two per
cent of the average net profit as per subsection (5) of section 135: Not Applicable
PARTICULARS OF LOANS GIVEN, GUARANTEES/ INVESTMENTS MADE DURING THE
FINANCIAL TEAR 2023-24
|
Nature of |
Name of the person or body
corporate to whom it is |
Amount of loan/ |
Rate of |
|
For acquisitions |
|
transaction (whether
loan / guarantee/ security/ acquisition) |
made or given or whose
securities have been acquired (Listed/Unlisted entities) |
security/acquisition/
guarantee (in Rs.) |
interest For loans
p.a. |
Number and kind of
securities |
Nature of Securities |
Cost of acquisition, If
any (In Rs. Per Share/Units) |
Selling price, Per Unit
If any (In Rs. Per Share/Units) |
ICD's Given (Loan) |
Lloyds Steels Industries Limited |
15.00. 00.000 |
11.00% |
NA |
NA |
NA |
NA |
|
Waterfield Properties Private
Limited |
20.00. 00.000 |
15.00% |
NA |
NA |
NA |
NA |
|
|
(20,00,00,000) |
|
|
|
|
|
Investments Made |
Mirae Asset Cash Management
Fund- Direct Plan Growth |
5,00,00,000 |
- |
- |
Mutual Fund Units |
- |
- |
|
|
(5,00,00,000) |
- |
- |
|
- |
- |
|
Aditya Birla Sunlife Liquid
Fund - Growth - Direct Plan |
80,00,00,000 |
- |
- |
Mutual Fund Units |
- |
- |
|
|
(18,35,12,769) |
- |
- |
|
- |
- |
|
Nippon India Liquid Fund -
Direct Plan Growth Plan - |
1,06,50,00,000 |
- |
- |
Mutual Fund Units |
- |
- |
|
Growth Option |
(23,78,55,120) |
- |
- |
|
- |
- |
|
HSBC Liquid Fund - Direct
Growth |
36,50,00,000 |
- |
- |
Mutual Fund Units |
- |
- |
|
|
(15,01,27,130) |
- |
- |
|
- |
- |
|
Kotak Liguid Fund- Direct
Growth |
87,00,00,000 |
- |
- |
Mutual Fund Units |
- |
- |
|
|
(22,37,76,595) |
- |
- |
|
- |
- |
|
AFSLMLD Series 21 - 31-1 -25 |
1,95,94,290 |
- |
- |
Market Linked Debentures |
- |
- |
|
|
(1,95,94,290) |
- |
- |
|
- |
- |
|
Hinduja Leyland Finance
Ltd-NCD-17-9-24 |
4,93,57,249 |
- |
- |
Non Convertible Debenture |
- |
- |
|
|
(4,93,57,249) |
- |
- |
|
- |
- |
|
NFL Home Finance Ltd - NCD-
27-07-24 |
5,00,89,323 |
- |
- |
Non Convertible Debenture |
- |
- |
|
|
(5,00,89,323) |
- |
- |
|
- |
- |
|
Performance Chemiserve Ltd SR
1 9.75 NCD |
2,01,19,090 |
- |
- |
Non Convertible Debenture |
- |
- |
|
|
(2,02,57,994) |
- |
- |
|
- |
- |
|
Nuvama Crossover
Opportunities Fund- III |
15,00,000 |
- |
- |
Alternative Investment Fund |
- |
- |
|
|
(54,99,633) |
- |
- |
|
- |
- |
|
NFL Special Opportunities
Fund -11 |
2,00,53,718 |
- |
- |
Alternative Investment Fund |
- |
- |
|
|
(2,00,53,718) |
- |
- |
|
- |
- |
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (FORM
AOC-2)
(Pursuant to clause (h) of Section 134(3) of the Companies Act, 2013
and Rule 8(2) of the Companies (Accounts) Rules, 2014.)
1. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARM'S
LENGTH BASIS:
a) Name(s) of the related parties
and nature of relationships |
AMJ Land Holdings Limited |
a related party under Section
2(76)(v). |
|
b) Nature of contracts/
arrangements/ transaction |
Arrangements for providing
the Common Services (such as telephone, electricity, Computer etc.) at cost basis. |
Leave and License Agreement
for accepting portion approximately 29 acres of land located at Thergaon, Pune - 411033 |
Leave and License Agreement
to obtain portion of office premises at Mezzanine Floor, 60, Jatia Chambers, Dr. V. B.
Gandhi Marg, Mumbai - 400 001. |
c) Duration of the Contracts/
arrangements/ transactions |
Continuous arrangement. |
01st February,
2021 to 31st January, 2026. |
01st January 2022
to 31st December, 2024. |
d) Salient terms of contracts
or arrangements or transactions including the value if any |
1) Monetary value: Rs. 15.34
Lakhs (including GST) financial year 2023-24. 2) Nature, material terms and particulars of
arrangement: To provide Common Services (such as telephone, electricity, computer, etc.)
on cost basis. |
1) Monetary value: Rs.
148.68 Lakhs (including GST) for Financial Year 2023-24. 2) Nature, material terms and
particulars of arrangement: The licensee shall bear and pay all the maintenance charges
and other outgoings including all rates, taxes and electricity bills etc. as per terms and
conditions of Leave and License Agreement. |
1) Monetary value: Rs. 10.62
Lakhs (including GST) for Financial Year 2023-24. 2) Nature, material terms and
particulars of arrangement: The licensee shall bear and pay all the maintenance charges
and other outgoings including all rates, taxes and electricity bills etc. as per terms and
conditions of Leave and License Agreement. |
e) Justification for entering
into such contracts or arrangements or transactions |
To provide common services
to AMJ Land Holdings Limited in mutual interest, for continuance of their day to day
commercial operations. |
Pursuant to Scheme of
Arrangement & Reconstruction (Demerger) the Company had taken abovementioned Land on
Leave and License basis for a period of 5 years w.e.f. 01st February, 2016
which period had expired on 31st January, 2021 and the Company renewed the same
arrangement for a further period of 5 years with revised terms and conditions |
The spare space available
with the AMJ Land Holdings Limited is utilized in mutual interest, by the Company for
continuance of its day to day commercial operations. |
f) Date(s) of approval by the
Board |
12th June, 2020 |
12th June, 2020 |
30th October, 2021 |
g) Amount paid as advances if any |
NIL |
NIL |
NIL |
h) Date on which the ordinary
resolution was passed in general meeting as required under first proviso to Section 188 |
20th August, 2020. |
20th August, 2020. |
N.A. |
II. a) Name(s) of the
related parties and nature of relationships |
3P Land Holdings
Limited, a related party under Section 2(76)(v). |
b) 3P Land Holdings Limited, a
related party under Section 2(76)(v). |
Arrangements for providing
the Common Services (such as telephone, electricity, Computer etc.) at cost basis. |
Leave and license Agreement
for accepting portion approximately 4.6 acres of land located at Thergaon, Pune- 411 033
for the purpose of carrying of business |
c) 3P Land Holdings Limited, a
related party under Section 2(76)(v). |
Continuous arrangement. |
01st February, 2021
to 31st January, 2026. |
d) 3P Land Holdings Limited, a
related party under Section 2(76)(v). |
1) Monetary value: Rs. 2.76
Lakhs (including GST) for FinancialYear 2023-24.
2) Nature, material terms and particulars of arrangement: To provide
Common Services (such as telephone, electricity, computer, etc.) on cost basis. |
1) Monetary value: Rs. 29.74
Lakhs (including GST) for Financial Year 2023-24.
2) Nature, material terms and particulars of arrangement: The licensee
shall bear and pay all the maintenance charges and other outgoings including all rates,
taxes and electricity bills etc. as per terms and conditions of Leave and License
Agreement. |
e) 3P Land Holdings Limited, a
related party under Section 2(76)(v). |
To provide common services to
the 3P Land Holdings Limited in mutual interest, for continuance of their day to day
commercial operations. |
Pursuant to Scheme of
Arrangement & Reconstruction (Demerger) the Company had taken abovementioned Land on
Leave and License basis for a period of 5 years w.e.f. 01st February, 2016
which period was expired on 31st January, 2021 and the Company renewed the same
arrangement for a further period of 5 years with revised terms and conditions. |
f) 3P Land Holdings Limited, a
related party under Section 2(76)(v). |
12th June, 2020 |
12th June, 2020 |
g) 3P Land Holdings Limited, a
related party under Section 2(76)(v). |
NIL |
NIL |
h) 3P Land Holdings Limited, a
related party under Section 2(76)(v). |
20th August, 2020 |
N.A. |
III. a) Name(s) of the
related parties and nature of relationships |
Biodegradable Products India
Limited, a related party under Section 2(76)(v). |
b) Nature of
contracts/arrangements/transaction |
Arrangements for providing
the Common Services (such as telephone, electricity, Computer etc.) at cost basis. |
c) Duration of the
Contracts/arrangements/ transactions |
Continuous arrangement. |
d) Salient terms of contracts or
arrangements or transactions including the value if any |
1) Monetary value: Rs. 1.25
Lakhs (including GST) for Financial Year 2023-24.
2) Nature, material terms and particulars of arrangement: To provide
Common Services (such as telephone, electricity, computer, etc.) on cost basis. |
e) Justification for entering
into such contracts or arrangements or transactions |
To provide common services to
the Biodegradable Products India Limited in mutual interest, for continuance of their day
to day commercial operations. |
f) Date(s) of approval by the
Board |
21 st, May, 2022 |
g) Amount paid as advances if
any |
NIL |
h) Date on which the ordinary
resolution was passed in general meeting as required under first proviso to Section 188 |
N.A. |
2. DETAILS OF MATERIAL CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS AT
ARM'S LENGTH BASIS: NOT APPLICABLE
ANNEXURE - 5
INFORMATION AS PER SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE
COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014 AND FORMING PART OF THE
DIRECTORS' REPORT FOR THE YEAR ENDED 31st MARCH, 2024.
|
|
|
|
|
|
|
|
Name & Age
(Years) |
Designation/
Nature of Duties |
Remuneration |
Qualification |
Date of
commencement of employment |
Last employed |
| Gross ? |
Net ? |
& Experience (Years) |
Name of the organisation |
Position held |
Mr. Arunkumar Mahabirprasad
Jatia (61) |
Executive Chairman |
5,38,65,188 |
3,37,54,910 |
B.S. (Finance & Business
Economics) (40) |
01.08.2018 |
AMJ Land Holdings Limited |
Executive Chairman (upto
31.07.2018) |
Dr. Ashok Kumar (68) |
Executive Director |
1,32,37,051 |
91,56,415 |
M.E. (Chemical) Ph.D (43) |
06.02.2015* |
AMJ Land Holdings Limited |
Director |
Notes:-
(1) Gross remuneration as shown above includes salary,
commission/performance incentive Company's contribution to Provident fund/ Superannuation
fund and Value of medical and other facilities but excludes provision for gratuity. Net
remuneration is arrived at after deduction of Income Tax.
(2) The nature and conditions of employment are non contractual. The
employees were whole-time Directors of the Company during the year.
(3) There is no employee drawing remuneration in excess of the
remuneration drawn by the Whole time Director/Executive Director and who holds himself or
along with his/her spouse and dependent children not less than two per cent of the equity
shares of the Company.
(4) *With AMJ Land Holdings Limited (before Demerger).
(5) None of the above employees are related to each other.
STATEMENT SHOWING THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE
MEDIAN EMPLOYEE'S REMUNERATION
AND SUCH OTHER DETAILS.
NUMBER OF PERMANENT EMPLOYEES OFTHE COMPANY AS ON 31.03.2024 : 633
Sr. No. Name
of the director Chief Financial Office r.Chief Executive
Officer, Co m pany Secretary |
Designation |
Remuneration of
each director Chief Financial Office r.Chief Executive Officer, Company
Secretary (inINR) |
Median remuneration
of the employees (in INR) |
Ratio for the financial
year between D and E |
Percentage increase in
remuneration of each Director, Chief Financial Officer, Chief
Executive Officer, Co m pany Secretary in the financial year |
Percentage increase in
the median remuneration of employees in the financial year |
Average percentile increase
already made in the salaries of employees other than the managerial
personnel |
Percentile increase
in the managerial remuneration |
A B |
C |
D |
E |
F |
C |
H |
1 |
] |
1 Mr. Arunkumar
Mahabirprasadjatia |
Executive Chairman |
5,38,65,188 |
|
85 |
9.94 |
|
|
9.94 |
2 Dr. Ashok Kumar |
Executive Director |
1,32,37,051 |
|
21 |
Nil |
|
|
- |
3 Mr. El. P. Birla |
Chief Financia Officer |
30,33,000 |
|
5 |
Nil |
|
|
' |
4 Mr. Vinay Jadhav |
Company Secretary |
14,97,698 |
|
2 |
Nil |
|
|
- |
THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information as per Section 134 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 and forming part of the Directors' Report for the year
ended 31st March, 2024.
A. CONSERVATION OF ENERGY:
i) Steps taken for utilizing alternate sources of energy:
¦ Procured 4198 MVAh power from Wind Power equivalent to 5.06%
of total power requirement.
¦ Procured 6840 MVAh power from Solar Power Plant equivalent to
8.25% of total power requirement.
¦ Generated 3379 MVAh power from Cogeneration power (self)
equivalent to 4.07% of total power requirement.
ii) Impact of measures taken:
Marginal reduction in Power Consumption, amongst others, by
optimization of Paper Machines.
iii) Capital Investment on energy conservation equipments:
¦ Recoating and Grinding of two Paper Machines.
¦ Energy conservation is being implemented through the
installation of energy saving devices such as efficient pumps, LED lights and Motors
wherever feasible.
B. TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION:
(a) Efforts made in brief towards
Technology absorption, adaptation and Innovation |
(a) Installation of White Water
Filtration System (Bellmer - Turbo Drain Recovery - TDR). |
|
(b) Replacement of
Thermocompressor at Paper Machines. |
|
(c) Replacement of Obsolete
L&T incomer ACB with new series. |
|
(d) Installation of Ultra
Filteration upstream of Demineralizing Plant. |
|
(e) Retro fitment of obsolete
22KV MOCBs with VCB Breakers. |
(b) Benefits derived as a result
of the above results |
Rs. 30 Lakhs p.m. (Approx.
estimated) |
(c) Details of Imported
Technology: |
|
a) Details of Technology
Imported: |
White Water Filtration System
(Bellmer - Turbo Drain Recovery - TDR). |
b) The year of import: |
2023-2024 |
c) Whether the technology been
fully absorbed: |
Technology has been fully
absorbed and benefits achieved. |
(d) Expenditure incurred on
Research and Development |
Rs. 62.91 Lakhs. |
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign Exchange earned and used were Rs.1,378.81 Lakhs and
Rs.29,160.88 Lakhs, respectively