Dear Members,
Your Directors are pleased to present the 43rd Annual Report
of Satia Industries Limited ("the Company") along with the Audited Financial
Statements for the Financial Year ended March 31, 2024.
Financial Results:
The key highlights of the financial results of your Company for the
financial year ended March 31, 2024 and comparison with the previous financial year ended
March 31, 2023 are summarised below: -
(Rs in Lakh)
Particulars |
Current
Year |
Previous
Year |
Revenue and Other Income |
173614.02 |
189779.73 |
Profit Before interest
depreciation and tax |
43401.35 |
42582.28 |
Interest and Financial Charges |
2996.24 |
3518.04 |
Depreciation |
15136.12 |
20712.74 |
Profit from operations (before
Tax) prior year adjustments & exceptional Item |
25268.99 |
18351.50 |
TAX EXPENSES |
|
|
Current Tax |
4973.33 |
3144.72 |
Deferred Tax |
(822.92) |
(4010.65) |
Profit/(Loss) after Tax |
21118.58 |
19217.43 |
Less: Appropriation |
|
|
Dividend on Equity Shares |
1000 |
400 |
Industry Review Corporate Overview
Satia Industries Limited operates in the following business segments: -
1 Writing and Printing Paper
2 Agriculture
3 Co-generation of Power for captive consumption
Financial Performance and the State of the Company's affairs
Operational Review
Your Company recorded a total income of Rs 173614.02 lakhs as compared
to Rs 189779.73 lakh in the previous year.
Profit before Tax of the Company increased to Rs 25268.99 lakh as
against Rs 18351.50 lakh in the previous year, registering a growth of 37.69% in Profit
before Tax.
Profit After Tax (PAT) of the Company increased to Rs 21118.58 Lakhs as
against Rs 19217.43 Lakhs for the previous year, registering a growth of 9.89% in PAT
Dividend
During the year under review, the Board has declared interim dividend
of Rs 1.00 per equity shares (100%) at its meeting held on 11.08.2023 involving a cash
outflow of Rs 10.00 crores and the interim dividend declared on 11.08.2023 will also be
considered as Final dividend. The dividend recommended was in accordance with the Dividend
Distribution Policy of the Company.
The Board at its discretion, while approving the annual accounts in
each financial year, may also recommend the dividend for approval of the shareholders
after taking into account the free cash flow position, the profit earned during that year,
the Capex requirements and applicable taxes. If during any financial year the profits of
the Company are inadequate, the Board may decide not to declare dividends for that
financial year. A dividend policy stated by the current Board cannot be binding on the
extant Board. However, the current Board can form a guideline on dividend payout in future
in the interest of providing transparency to the shareholders.
The Company's Dividend Distribution Policy (DDP) is available at
website: www.satiagroup.com/ Company Policies.
Investor Education and Protection Fund (IEPF)
During the year under review, the Company had not transferred any
amount or Shares to the Investor Education and Protection Fund.
The Company has transferred the number of shares and unclaimed
dividends up to the year 2014-15 to the Investors Education and Protection Fund (IEPF).
available on the Company's website with web link https://www.satiagroup.com/ Investor/IEPF
Files
Reserves
The closing balance of the retained earnings of the Company for the
financial year 2024, after all appropriation and adjustments was Rs. 92229.25 Lakh.
Fixed Deposit
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the balance sheet.
Particulars of Loans, Guarantees or Investments:
The company has not given any loans or guarantees covered under the
provisions of Section 186 of the Companies Act, 2013. The details of the investments made
by Company are given in the notes to the financial statements.
Credit Rating
The India Ratings & Research Private Limited has affirmed Satia
Industries Limited Bank facilities at 'IND A+'/Stable/'IND A1+';. The Instrument wise
rating action is as below: -
Instrument Type |
Maturity
Date |
Size of Issue (million) |
Rating assigned along with
Outlook/ Watch |
Rating Action |
Term loans |
FY31 |
INR4,149.2 |
IND A+/ Stable |
Affirmed |
Proposed term loans |
- |
INR60 |
IND A+/Stable |
Assigned |
Fund-based bank facilities |
- |
INR850 |
IND A+/Stable/IND A1+ |
Affirmed |
Fund-based bank facilities |
- |
INR250 |
IND A+/Stable/IND A1+ |
Assigned |
Non-fund-based bank facilities |
- |
INR1,250 |
IND A+/Stable/IND A1+ |
Affirmed |
Internal Control Systems and their adequacy
Your Company is committed in maintaining the highest standards of
internal controls. We have deployed controls through appropriate policies, procedures and
implemented a robust Internal Financial Control system that encompasses the following: -
- Key processes affecting the reliability of the Company's financial
reporting together with the required controls
- Periodic testing of controls to check their operational effectiveness
- Prompt implementation of remedial action plans arising out of tests
conducted
- Regular follow-up of these action plans by senior management
In addition, the Internal Auditor performs periodic audits in
accordance with the pre-approved plan. He reports on the adequacy and effectiveness of the
internal control systems and provides recommendations for improvements. Audit findings
along with management response are shared with the Audit Committee. Status of action plans
are also presented to the Audit Committee which reviews the steps taken by the management
to ensure that there are adequate controls in design and operation. The Certificate
provided by Managing Director and Chief Financial Officer in the Corporate Governance
Report discusses the adequacy of the internal control systems and procedures.
Human Resources and Employee Relations
The Company's Human Resources division concentrated on efficient plan
execution throughout the year under review by utilizing its skilled staff. The HR
department of the company's main focus during the year was handling the benefits
administration. Additionally, to focus on rebuilding the complete support system for
assuring the health and wellbeing of employees. Steps including workforce planning,
digitalization of HR systems, enhancement of medical facilities, health monitoring, and
ongoing communication were necessary for this. These actions increased employee
confidence, and the workers re-ciprocated by offering their entire support by adjusting to
the new working circumstances and schedules.
Employee Welfare
Understanding what engages and motivates our employees, as well as
their perspectives on the work place is vital. Therefore, we promote open and frequent
communication between managers and their teams conduct regular surveys, establish a frame
work that encourages employees to voice concerns, provide feedback and suggest
improvements. Our comprehensive HR policy framework includes maternity benefits, employee
insurance and flexible scheduling to help employees maintain a work-life balance. Monthly
workshops are held to educate staff on their physical, mental, and overall well-being.
Fostering diversity and inclusion at work, we leverage the varied viewpoints and
perspectives of a diverse workforce in terms of age, gender and race, which drives
innovation. Our commitment to Equal Employment Opportunity, Equal Pay, and Conditions of
Employment Policies ensures no discrimination based on gender, race, religion, caste,
creed or similar factors. Hiring, promotions and performance reviews are solely
merit-based
Director Retiring by Rotation
Sh Rajinder Kumar Bhandari, Joint Managing Director (DIN:00732588) is
liable to retire by rotation and being eligible for re-appointment at the ensuing Annual
General Meeting ("AGM") of your Company, has offered himself for reappointment.
His details as required under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are contained in the accompanying Notice convening the ensuing AGM of
your Company. Sh. Rajinder Kumar Bhandari, Joint Managing Director has given required
declaration under Companies Act, 2013.
Declaration from Independent Directors
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria
of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Board Evaluation
In terms of requirements of the Companies Act, 2013 read with the Rules
issued thereunder and SEBI (Listing Obligations and Disclosure Requirements) 2015, the
Board is required to carry out the annual performance evaluation of the Board of Directors
as a whole, Committees of the Board and individual Directors. Your Company understands the
requirements of an effective Board Evaluation process and accordingly conducts the
Performance Evaluation in respect of the following:
i. Board of Directors as a whole.
ii. Committees of the Board.
iii. Individual Directors including the Chairperson of the Board of
Directors.
In compliance with the requirements of the provisions of Section 178 of
the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) 2015 and
the Guidance Note on Board Evaluation issued by SEBI, your Company has carried out a
Performance Evaluation process internally for the Board/Committees of the Board/
individual directors including the Chairperson of the Board of Directors for the financial
year ended March 31, 2024.
The Board on the recommendation of Nomination & Remuneration
Committee has adopted the 'Remuneration and Evaluation Policy' for selection, appointment
and remuneration of Directors and Senior Management Personnel including criteria for
determining qualifications, positive attributes, independence of a director and other
matters as required by the Companies Act, 2013. Necessary diversity in the board was
ensured. Detailed policy is available at Company's website https://www. satiagroup.com.
The key objectives of conducting the Board Evaluation process were to ensure that the
Board and various Committees of the Board have appropriate composition of Directors and
they have been functioning collectively to achieve common business goals of your Company.
Similarly, the key objective of conducting performance evaluation of the Directors through
individual assessment and peer assessment was to ascertain if the Directors actively
participate in the Board/Committee Meetings and contribute to achieve the common business
goals of the Company. The Board was of the opinion that the directors and Board
collectively stand the highest level of integrity and all members of the Board had
specified skill set and experience required for the Company.
Familiarisation Programme
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements)
2015, the Company has worked out a Familiarisation Programme for the Independent
Directors, with a view to familiarise them with their role, rights and responsibilities in
the Company, nature of Industry in which the Companyoperates,business model ofthe Company
etc. Through the Familiarisation Programme, the Company apprises the independent directors
about the business model, corporate strategy, business plans, finance human resources,
technology, quality, facilities, risk management strategy, governance policies and
operations of the Company. Details of Familiarisation Programme of Independent Directors
with the Company are available on the website of the Company https:// www.satiagroup.com
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, commission and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board/ Committee of the Company.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act, The Key
Managerial Personnel of the Company as on March 31, 2024 are: -
Dr Ajay Satia, Chief Executive Officer, Chairman cum Managing Director,
Sh Rachit Nagpal, GM(Finance) - CFO
Sh Rakesh Kumar Dhuria, Company Secretary and Compliance Officer.
Committees of the Board
The Committees of the Board focus on certain specific areas and make
informed decisions in line with the delegated authority. The following substantive
Committees constituted by the Board function according to their respective roles and
defined scope:
Audit Committee of Directors
Nominations and Remuneration Committee (NRC)
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Risk Management Committee
The details with respect to the composition, terms of reference, number
of meetings held by the aforesaid Committees are given in the "Corporate Governance
Report" of the Company which is presented in a separate section and forms a part of
the Annual Report of the Company. During the year under review, a separate meeting of the
Independent Directors was held on 10th February, 2024, with no participation of
NonIndependent Directors or the Management of the Company. The Independent Directors had
discussed and reviewed the performance of the Non- Independent Directors and the Board as
a whole and also assessed the quality, quantity and timeliness of the flow of information
between the Management and the Board, which is necessary for the Board to effectively and
reasonably perform its duties.
In terms of the Listing Regulations, all Directors and senior
management personnel have affirmed
compliance with their respective codes. The CEO & Managing Director
has also confirmed and certified the same, which certification is provided at the end of
the Report on Corporate Governance.
Remuneration Policy
In compliance with Section 178(3) of the Act and Regulation 19(4) of
the Listing Regulations, on the recommendations of the Nomination and Remuneration
Committee (NRC), the Board formulated Policy relating to the remuneration of Directors,
key managerial personnel and other employees. The Policy includes criteria for determining
qualifications, positive attributes and independence of Directors and other matters. It
broadly lays down the philosophy, guiding principles and basis for recommending payment of
remuneration to the Executive and Non- Executive Directors. The role of the NRC is
disclosed in the Corporate Governance Report, which forms part of the Annual Report in
compliance with proviso to Section 178(4) of the Act. The Remuneration Policy is available
at Company web site at https://www.satiagroup.com/Company Policies and also annexed and
also placed with the Corporate Governance Report. We affirm that the remuneration paid to
the Directors is as per the terms laid out in the Remuneration Policy.
Number of meetings of the Board
Four meetings of the Board were held during the year. For details of
meetings of the Board, please refer to the Corporate Governance Report, which is a part of
this report.
Director Responsibility Statement
Pursuant to requirement of Section 134 (5) of the Companies Act, 2013,
your Directors confirm that:
(A) in the preparation of the annual accounts, the applicable
accounting standards have 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 or loss of
the company for the period.
(C) the Directors had taken proper and sufficient care for 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.
(D) the Directors had prepared the annual accounts on a going concern
basis.
The Directors had laid down internal financial control to be followed
by the Company and that such internal financial controls are adequate and were operating
effectively. The Directors had devised proper systems to ensure compliance with the
provision of all applicable laws and that such system was adequate and operating
effectively.
Audit Reports and Auditors
The Auditors Report for the year 31.03.2024 does not contain any
qualification, reservation or adverse remark. The Auditors' Report is enclosed with the
financial statement in this Annual Report.
Statutory Auditors:
In accordance with the provisions of section 139 of the Companies Act
2013 and the rules made thereunder M/s. N.Kumar Chhabra & Co., Chartered Accountants,
Chandigarh (Firm Registration No. 000837N with ICAI), were appointed as Statutory Auditors
of the Company at the 42nd Annual General Meeting of the Company held on 30.09.2023, to
fill the casual vacancy caused by resignation of M/s. Rakesh Bansal & Co., Chartered
Accountants, (Firm Registration No. 011474N) for the Financial Year 2022-23 and were also
appointed as Statutory Auditors of the Company for the next four years viz. Financial Year
2022-23 to 2026-27.
The Auditors have issued an unmodified opinion on audited financial
statements of the Company for the year ended March 31, 2024. The Report given by the
Auditors on the financial statements of the Company is part of the Annual Report. There
has been no qualification, reservation, adverse remark or disclaimer
given by the Auditors in their Report.
Secretarial Audit:
Pursuant to provision of Section 204 of the Companies Act 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company
has appointed M/s. S. Parnami & Associates, a firm of Company Secretaries in practice
to undertake the Secretarial Audit of the company. The Secretarial Audit report is annexed
herewith as "Annexure V". The Secretarial Audit Report for the year under review
requires no comments. The said report does not contain any qualification, reservation or
adverse remarks.
Annual Secretarial Compliance Report
The Company has filed the Secretarial Compliance Report, issued by M/s
S. Parnami & Associates, Company Secretaries as on March 31, 2024 on both the Stock
Exchanges of the Company pursuant to Regulation 24A of the Listing Regulations. The
secretarial auditor's report has no qualifications for the financial year 2023-24.
As required by Schedule V of the Listing Regulations, the Auditor's
Certificate on Corporate Governance received from M/s S. Parnami & Associates is
annexed to the Report on Corporate Governance forming part of the Annual Report.
Internal Auditors
During the year under review M/s S S Kothari Mehta & Co., Chartered
Accountants New Delhi was appointed and carried out the internal audit and submitted their
report.
Cost Audit
Pursuant to the provisions of the Companies Act, 2013 M/s HMVN &
Associates, Cost Accountants, Delhi has conducted the cost audit of the Company. As
recommended by the Audit Committee and the Board of Directors at their respective meetings
held on 11.08.2023 appointed M/s HMVN & Associates, Cost Accountants, as Cost Auditor
to conduct cost audit for the year ended March 31, 2024, pursuant to the provisions of
Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules,
2014. M/s HMVN & Associates, Cost Accountants, confirmed that they are free from
disqualifications as specified under Section 141 read with Sections 139 and 148 of the
Act, held a valid certificate of practice and that their appointment met the requirements
of Sections 141(3)(g) and 148 of the Act. M/s HMVN & Associates, Cost Accountants,
Delhi also confirmed that they are independent, maintained an arm's length relationship
with the Company and that no orders or proceedings are pending against them relating to
professional matters of conduct before the institute of Cost Accountants of India or any
competent authority/court. The Company has maintained cost records as specified by the
Central Government under Section 148(1) of the Act.
Your Company has adopted Indian Accounting Standards (IND AS). The
Financial Statement for the year ended March 31, 2024 have been prepared in accordance
with (IND AS) notified under the Companies (Indian Accounting Standards) Rules, as amended
by the Companies (Indian Accounting Standard) Rules, 2018 read with Section 133 and other
applicable provisions of the Companies Act, 2013.
Instances of Fraud, if any Reported by the Auditors
During the year under review, the Statutory Auditors has not reported
any instances of fraud committed in the Company by its officers or employees to the Audit
Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules,
2014 of the Companies Act, 2013.
Related Party Transaction:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary course of business.
There are no materially significant related party transactions made by the company with
Promoters, Key Managerial Personnel or other designated persons which may have potential
conflict with interest of the company at large. Transactions with related parties entered
by the Company in the normal course of business are periodically placed before the Audit
Committee for its omnibus approval. The Board of Directors of the Company has on the
recommendation of the Audit Committee, adopted a policy to regulate transactions between
the Company and its Related Parties, in compliance with the applicable provisions of the
Companies Act,2013, the rules there under and Listing Regulations. This Policy as
considered and approved by the Board has been uploaded on the website of the Company at
www. satiagroup.com.
Subsidiary Companies
The Company does not have any subsidiary.
Vigil mechanism/Whistle Blower Policy
The Company has adopted a Whistle Blower Policy and has established the
necessary vigil mechanism for Directors and Employees in confirmation with Section 177 of
the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the
genuine concerns about unethical or improper activity, without fear of retaliation. The
vigil mechanism of the Company provides for adequate safeguards against victimization of
Directors and employees who avail of the mechanism and also provides for direct access to
the Chairman of the Audit Committee in exceptional cases. No person has been denied access
to the Chairman of the Audit Committee. The said Policy is uploaded on the website of the
Company at https://www. satiagroup.com/Company Policies
Annual Return
In accordance with Section 92(3) read with Section 134(3)(a) of the Act
and the Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company as of March 31, 2024 in Form MGT- 7 is available on the website of the Company
www.Satiagroup.com/Investors.
Secretarial Standards
Your Directors state that applicable Secretarial Standards, i.e., SS-1
and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings',
respectively, have been duly followed by the Company.
Extract of Annual Return:
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as Annexure-VI
Particulars of Employees
Information as required under Section 197 read with rule 5 of the
(Companies Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as
Annexure-I and forms an integrated part of this report.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earning and Outgo
The Particulars as prescribed under section 134(3) (m) of the Companies
Act, 2013 read with rule 8 of the Company (Accounts) Rules 2014 relating to conservation
of energy, technology absorption and foreign exchange earnings and outgo is appended as
Annexure-II
Industrial Relations:
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels.
Corporate Governance, Management Discussion & Analysis and Business
Responsibility and sustainability Report.
As per Listing Regulations, the Corporate Governance Report with the
Auditors' Certificate thereon and the Management Discussion and Analysis are attached,
which forms part of this Annual Report. Pursuant to Regulation 34(2)(f) of the Listing
Regulations, Business Responsibility and sustainability initiatives taken from an
environmental, social and governance perspective in the prescribed format is attached as a
separate section of this Annual Report.
Sustainability
Corporate Social Responsibility Initiatives
The Company has always recognized its social responsibility as an
integral and critical part of its value system and carried out 'Need Assessment Study' to
fulfil the requirements of its social responsibility under CSR Programs and based on that
assessment of demand, the management has approved CSR program and Expenditure on CSR
and will be reviewed in each year depending on the profitability of the
Company. Your Company continued the social development schemes initiated in previous
years. These projects covered the broad thematic areas of promotion of Education, Medical
Aid, Livelihood, Eradication of Poverty, Support, Orphans, Women, Blind and that are in
compliant with Companies Act 2013. The Company has spent the entire required amount of the
current year ended 31.03.2024 under the CSR and nothing is outstanding as unspent.
Satia Industries Ltd.'s CSR initiatives and activities are aligned to
the requirements of Section 135 of the Act. A brief outline of the CSR policy of the
Company and the initiatives undertaken by the Company on CSR activities during the year
are set out in Annexure IV of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the
Company's website at https:// www.satiagroup.com For other details regarding the CSR
Committee, please refer to Annexure IV on Corporate Governance Report, which is a part of
this report.
Safety, Health and Environment
The safety of all employees and associates has always been an area of
priority for our Company. The Company has constituted a Safety and Securities Committee
and the Committee meet in each month to discuss all safety issues and take the decision
relating to resolving the same. The minutes of the safety and securities committee
meetings and action taken report are also placed before the Audit Committee Meeting for
their review and further instruction, if any required relating to pending matters. The
Company also conduct the Fire Evacuation Drill regularly. The safety and Training &
awareness sessions were conducted periodically on Fire Safety in emergency situation and
on usage of the fire saving equipment. Safety standards are maintained across all
locations. Regular deep cleaning of the office premises and checks were done to ensure
safety of the employees. During ongoing Pandemic, Health and well being of the employees
had become a major priority for the Company. Innovative and effective
means were developed to engage with the employees during these tough times. Health and
wellness awareness sessions were also conducted for employees. The connect meetings gave
opportunities to employees to express themselves and get solutions to their work matters.
It also motivated people to stay committed toward the organization's goals and values.
Business Responsibility and Sustainability Report (BRSR)
In accordance with Regulation 34(2)(f) of the Listing Regulations,
BRSR, covering disclosures on the Company's performance on Environment, Social and
Governance parameters for FY24, is annexed as Annexure- III is part of this Integrated
Report. BRSR includes reporting on the nine principles of the National Voluntary
Guidelines on social, environmental and economic responsibilities of business as framed by
the MCA. Cross referencing is provided in relevant sections of Integrated Report with
suitable references to the BRSR.
Disclosures as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013
Your Company is committed to creating and maintaining a secure work
environment where its employees, agents, vendors and partners can work and pursue business
together in an atmosphere free of harassment, exploitation and intimidation. To empower
women and protect women against sexual harassment, and as per the requirement of the
Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act,
2013 ("POSH Act") and Rules made thereunder, a policy for prevention of sexual
harassment had been made and Internal Complaints Committee had been set up. This policy
allows employees to report sexual harassment at the work place. The Internal Committee is
empowered to look into all complaints of sexual harassment and facilitate free and fair
enquiry process.
Report on Corporate Governance
Your Company is committed to best practices in the area of Corporate
Governance. Good Governance facilitate effective management and control of business,
maintaining a high level of business ethics and optimizing the value for all stakeholders.
Corporate Governance Structure in the Company assigns responsibilities
and entrusts authority among different participants in the organization viz the Board of
Directors, the senior Management and Employee etc.
Management Discussion and Analysis Report
In terms of Regulation 34 (2) (e) of the Listing Regulations, 2015 read
with other applicable provisions, the detailed review of the operations, performance and
future outlook of the Company and its business is given in the Management's Discussion and
Analysis Report (MDA) which forms part of this Annual Report and is incorporated
herein by reference and forms an integral part of this report.
Acknowledgement
The Directors thanks the Company's Bankers, Employees, Customers,
Vendors, Investors and for their continuous support. The Directors also thank the
Government of India, Government of Various States in India and concerned Government
Departments and agencies for their co-operation
Place : VPO. Rupana (Dr Ajay Satia) (R.K.Bhandari) Date : 09.08.2024
Chairman Cum Joint Managing Managing Director Director
Annexure-I
Information required pursuant to Section 197 read with Rule 5 (1) and
(2) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is furnished hereunder:
|
Name of the
Director/KMP and Designation |
Remuneration in
fiscal, 2024 Rs in lacs |
% increase in
remuneration from previous year |
Ratio of
Remuneration to MRE* |
Comparison of the
remuneration of the KMP against the Performance of the Company |
% of profits before tax |
% of turnover |
Dr. Ajay Satia (Chairman Cum
Managing Director) |
975.81 |
29.36 |
445.58 |
3.87 |
0.56 |
Sh. R.K. Bhandari (Joint
Managing Director) |
106.33 |
6.04 |
48.55 |
0.42 |
0.06 |
Sh. Chirag Satia (Executive
Director) |
807.96 |
68.27 |
368.93 |
3.20 |
0.47 |
Sh Hardev Singh Director
(Technical) |
45.05 |
8.08 |
20.57 |
0.18 |
0.03 |
Sh Rachit Nagpal (CFO) |
27.87 |
13.29 |
12.73 |
0.11 |
0.02 |
Sh. Rakesh Kumar Dhuria
(Company Secretary) |
22.47 |
7.36 |
10.26 |
0.09 |
0.01 |
1 The median Remuneration of Employees was Rs 2.19 lakh PA.
2 In the financial year, there was 28% increases in the median
remuneration of employees.
3 There were 2398 permanent employees on the rolls of the Company as on
March 31, 2024
4 Relationship between average increase in remuneration and Company
performance: -
For the financial year 2023-24 Key Managerial Personnel were paid 7.87%
and 1.15% of the net profit before tax and turnover respectively of the Company.
The ratio of the remuneration of the highest paid director to that of
employees who are not director but receive remuneration in excess of the highest paid
director during the year-Not applicable.
It is hereby affirmed that the remuneration paid is as per the
Remuneration Policy for Directors, key managerial personnel, senior management personnel
and other employees.
Detail of Ten Employees in Term of Remuneration
Sr.
No. |
Name of Employee |
Designation of the Employee |
Qualification |
Experience
(Yrs.) |
Age |
Rs. In Lacs
Annual
Salary |
Last
Employment |
1 |
Manav Sarin |
Vice President [Sales] |
M.B.A. |
31.1 |
50.10 |
43.80 |
Rama Newspint & Paper
Ltd. |
2 |
Venkumahanthi Srinivasa Rao |
Sr. G.M. |
B. Tech Mech., MBA - Operations
Mgmt. |
16.4 |
38.10 |
37.80 |
Concept
Technologies |
3 |
Ashutosh Shukla |
AVP |
MBA In Business Administration |
24.8 |
47.0 |
26.43 |
Khanna Paper Mill Ltd. |
4 |
Parveen Kumar |
Sr.g.m. |
Dip. In Elect. Engg. |
32.5 |
50.3 |
30.60 |
Punjab Concast Steels |
5 |
Sanjay Jain |
Sr.G.M. |
DIP Elect.Engg. |
30.7 |
55.11 |
30.60 |
Rainbow Papers Ltd. |
6 |
Pankaj Kumar Jain |
Sr.G.M. |
B.E E &I |
23.8 |
51.6 |
30.18 |
PRESPL |
7 |
S. Madhukar Rao |
Sr.G.M. |
B.SC. |
38.0 |
62.0 |
30.00 |
Murli Agro |
8 |
Rakesh Kumar Malhotra |
General Manager |
B. Tech Chemical |
36.5 |
58.0 |
29.80 |
Sirpur Paper Mill Ltd. Group |
9 |
Vinay Kumar |
General Manager |
MBA in Business Administration |
30.0 |
57.0 |
28.80 |
K.K. Papers |
10 |
Rachit Nagpal |
General Manager |
C.A. |
10.3 |
35.0 |
27.60 |
Ganpact India Pvt. Ltd. |
Annexure II
INFORMATION UNDER SECTION 134 (3) (M) OF THE COMPANIES ACT, 2013 READ
WITH COMPANIES (ACCOUNTS) RULES 2014 AND FORMING PART OF THE REPORT OF THE BOARD OF
DIRECTORS.
I Conservation of Energy
1) Installation of VFDs in Boiler 4 for energy conservation
2) Energy efficient LED lights installed in plant at PMCs, utility,
Pulp mill & CRP areas.
3) IE3 premium energy efficient motors installation at Boiler, CRP and
PMCs
4) Thermal insulation on steam lines, condensate lines and steam traps
repairing.
5) Energy efficient & latest technology Turbo blower (Runtech make)
installed for Vacuum System at PM2 for energy efficiency, energy saving & better
control of vacuum.
6) Energy efficient & latest technology Turbo blower (Runtech make)
installed for Vacuum System at PM1 for energy efficiency, energy saving & better
control of vacuum.
7) DDS technology introduced in hardwood for steam & power saving
8) PM1 steam box installed for better steam economy & steam saving
.
9) PM2 steam box installed for better steam economy & steam saving
10) Energy efficient 2 no's Kaser make Air Compressor installed by
replacing old/ inefficient compressors
II Technological Absorption & Upgradation-
1) DDS technology introduced in place of CDS for better steam economy,
steam saving & HW productivity.
2) Re-Causticizing Plant technology up- gradation by using & adding
2 Dia star, stationary slacker & silica mud washer for better efficiency &
productivity.
3) Advance technology SDOX system introduced in ETP to replace
conventional aeration system for better efficiency in COD reduction
4) PM 4 finishing house synchro cutter (PASABAN & Bielomatik)
installed for finishing losses control & productivity enhancement.
5) New Rice Starw high pressure boiler installation for using Rice
Straw fuel to reduce pollution load caused by stubble burning & also for improving
turbine system HMBD & plant availability.
6) PM1 side IBS new high pressure shower installation for water saving
& better efficiency of wet end system
7) PM 2 side IBS new high pressure shower installation for water saving
& better efficiency of wet end system
III FOREIGN EXCHANGE EARNINGS AND OUT GO:
Expenditure for the year ended 31st March, 2024 is as under: -
(Rs.)
Earning in Foreign currency |
36,50,12,196 |
CIF Value of Imports |
(Rs.) |
Waste Paper |
21,88,88,465 |
Pulp |
1,08,45,38,344 |
Chemical |
10,31,94,975 |
Machinery- Spares &
Capital Goods |
34,78,90,378 |
Interest |
5,27,51,427 |
Legal, Technical Fees, Repair
& Other fees |
91,82,080 |
Total Expenditure |
1,81,64,45,669 |
Place |
: VPO. Rupana |
(Dr Ajay Satia) |
(R.K.Bhandari) |
Date |
: 09.08.2024 |
Chairman Cum Managing Director |
Joint Managing Director |