Your Directors have pleasure in presenting the Eleventh Annual Report of the Company along with Audited Financial Statements for the financial year ended 31st March, 2024.
1. FINANCIAL RESULTS:
The summary of the financial performance of the Company for the financial year ended March 31,2024 compared to the previous year ended March 31,2023, is given below:
(' in Lakhs)
|
Particulars
|
2023-24
|
2022-23
|
|
Net Turnover and Other Income
|
593.54
|
10,944.75
|
|
Profit/(Loss) before Depreciation, and Tax
|
(8,901.11)
|
(4,591.18)
|
|
Less: Depreciation and Amortisation
|
318.54
|
612.49
|
|
Profit/(loss) before Tax
|
(9,219.65)
|
(5,203.67)
|
|
Less: Provision for Taxation:
|
|
|
|
Current Tax
|
0.00
|
0.00
|
|
Tax Adjustment for earlier years
|
(2.14)
|
0.00
|
|
Deferred Tax (Net)
|
(2,103.58)
|
(15.99)
|
|
Profit/ (Loss) after Tax
|
(7,113.93)
|
(5,187.68)
|
|
Add/(Less):Other Comprehensive Income (net of taxes)
|
(27.70)
|
(7.44)
|
|
Total Comprehensive Income/
(Expenses) for the year
|
(7,141.63)
|
(5,195.12)
|
2. OPERATIONS:
During the year under review, the Gross turnover and other Income of your Company was ' 593.54 Lakhs as compared to ' 10,944.75 Lakhs in the previous year. The net Loss for the year stood at ' 7,113.93 Lakhs against Loss of ' 5,187.68 Lakhs in the previous year.
3. DIVIDEND:
Your Directors have not recommended any dividend for the financial year under review.
4. SHARE CAPITAL:
The issued, subscribed and paid up Share Capital of the Company as on 31st March, 2024 are as under:
• Equity Share Capital: ' 10.74 Crore
• Preference Share Capital: ' 135 Crore
There was no change in the paid up Share Capital during the year under review.
Disclosure under Reg 32(7A) of SEBI (LODR) Regulations, 2015
The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2024, none of the Directors of the Company hold convertible instruments in the Company.
During the year under review the Board of Directors of the Company at their meeting held on 16th September, 2023, approved the proposal for issuance of fully paid-up Equity Shares of the Company by way of a rights issue for an amount not exceeding Rs. 47.00 Crores (Rupees Forty Seven Crores) in accordance with the Companies Act, 2013 and the rules made thereunder, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and other applicable laws and Rights Issue Committee of the Company in its meeting held on, March 11, 2024, has fixed the record date for the purpose of determining the shareholders. However, the Rights Issue process was completed in the F.Y. 2024-25, as the Issue was Opened on April 2, 2024 for the eligible Shareholders and Issue Closed on April 15, 2024.
There is no instance where the company failed to implement any corporate action within the specified time limit.
The Company has raised fund of '17.50 crores by leasing its unused land at Ambivali and utilised the said proceeds for repayment of debts to reduce the interest cost, and initiated action to raised revenue from other streams.
5. REVISION OF FINANCIAL STATEMENT:
There was no revision of the financial statements for the year under review.
6. MANAGEMENT DISCUSSION AND ANALYSIS: Global Economy
The pace of the growth of Global Economy remained slow in 2023. According to International Monetary Fund (IMF), the global economy achieved a modest growth rate of 3.2% in 2023. Factors such as escalating geopolitical conflicts, higher inflation, prolonged higher interest rates, a sluggish recovery in China, and volatility in energy prices and food markets, have led to a slowdown in global economic growth. Furthermore, the Red Sea crisis has caused the biggest diversion of global trade in decades, leading to delays and heightened expenses for shipping lines.
Indian Economic Review
The Indian economy is on a strong wicket and stable footing, demonstrating resilience in the face of geopolitical challenges. The Indian economy has consolidated its post-Covid recovery with policymakers - fiscal and monetary - ensuring economic and financial stability. Nevertheless, change is the only constant for a country with high growth
aspirations. For the recovery to be sustained, there has to be heavy lifting on the domestic front because the environment has become extraordinarily difficult to reach agreements on key global issues such as trade, investment and climate. High economic growth in FY24 came on the heels of growth rates of 9.7% and 7.0%, respectively, in the previous two financial years. The headline inflation rate is largely under control, although the inflation rate of some specific food items is elevated. The trade deficit was lower in FY24 than in FY23, and the current account deficit for the year is around 0.7% of GDP.
Indian paper and packaging Industry Overview
The Indian paper and packaging market size is expected to grow from $15.16 billion in 2024 to $38.87 billion by 2029, growing at a CAGR of 19.48%. Import of paper and paperboards have increased by 37% to around 1.47 million tons in April - December on FY 2023-24 impacted the ‘Make in India’ drive as well as deprived employment to 5 lakhs committed formers who were aligned with the domestic paper industry through agro and farm forestry.
There is more than adequate domestic capacity in India to manufacture almost all grades of paper and large imports are impacting the commercial viability of most mills. Out of over 900 paper mills, only 553 are operational in India. Imports comprised paper and paper board from ASEAN-India free trade agreement. Besides zero duty concessions to ASEAN and Korean FTAs, import tariff concessions to China under the Asia Pacific Trade Agreement (APTA) also boosted paper imports. There is a subsidy by some of these countries to their paper mills, which creates a cost advantage over Indian paper mills.
Company’s Overview
During the year under review Company has kept manufacturing activities of paper and paper board in abeyance on account of prevailing bad market condition, high cost of manufacturing, lower efficiency etc., and started trading in sustainable plastic and packaging materials. The total revenue from operation for the F.Y. 2023-24 stood at ' 557.74 lakh as against ' 10,930.17 lakh in the F.Y. 2022-23. Loss for the year stood ' 7113.93 lakhs (including exceptional loss of ' 7114.51 Lakh on account of sale of non-current assets) against the loss of ' 5187.68 lakhs (including exceptional loss of ' Nil) in the previous year.
During the period and subsequently Company has raised fund by following means for repayment of its loans & other liabilities: -
a) ' 17.50 Crores raised by leasing its unused land at Ambivali.
b) ' 45.11 crore raised through a “Rights Issue of Equity Shares” aggregating of 2,14,79,688 equity shares having face value of ' 10 each at a price of ' 21 per share (which includes a premium of ' 11 per share). The rights issue was fully subscribed, and shares were allotted on 19th April 2024. The
proceeds from the rights issue were received on 7th May, 2024.
The Company is continuing its efforts for revamping its existing business by doing structural changes, reducing its high cost borrowings etc. Company has also appointed a consultant to evaluate the existing business and explore the possibility of entering into new areas of business to put to use the existing resources of the company to the optimum level.
Internal Audit and Control
Company has adequate Internal Audit System in place commensurate with the size of the business. Necessary checks and controls are in place to ensure that all assets are safeguarded, to detect and prevent errors and frauds and that the transactions are properly verified adequately authorized, correctly recorded and properly reported.
Internal Auditors were always present at the Audit Committee Meetings where internal Audit Reports are discussed along with management comments and the final observation of the Internal Auditor.
Opportunities & Threats
The global paper and paperboard is expected to grow at CAGR of 4.68% during the forecast period of 2024-2029. The packaging market size also expected to grow up in the future. However, the success of the Company is dependent on various factors such as demand for the paper board, cost of production, volume of production, logistic cost and efficiency of the plant etc. Further, due to import of paperboard on concessional Tariff Rates, there is always pressure of pricing on the domestic paperboard Companies, which makes the domestic paperboard industry unviable.
Human Resources
Relationship between the Management and employee were cordial throughout the year under review.
Forward Looking Statement
Statements in the Management Discussion and Analysis describing the Company’s objectives, predictions may be “forward looking statements” within the meaning of applicable laws and regulations. The actual results could differ materially from the forward looking statements contained in this document due to certain risks and uncertainties.
7. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirement set out by the SEBI. The Company has complied with the requirements of Corporate Governance as stipulated under the Listing Regulations, 2015 and accordingly, the Report on Corporate Governance together with Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid regulations, forms part of the Annual Report.
8. DIRECTORS :
In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company’s business, which are detailed in the Report on Corporate Governance.
All the Directors have affirmed that they have complied with the Company’s Code of Conduct & Ethics.
Further, in terms of Section 150 of the Companies Act, 2013 (“Act”) read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors who were required to clear the online proficiency selfassessment tests, have been passed the test.
Shri Anurag Poddar, Chairman and Managing Director has forgone his monthly remuneration due to poor financial position of the Company with effect from 1st April, 2019 and continue to do so till further communication.
Directors appointment / reappointment
In pursuance of Article 86(1) of Articles of Association of the Company and Section 152(6) of the Companies Act, 2013, Shri Anurag Poddar (DIN: 00599143), Director is liable to retire by rotation at the ensuing annual general meeting and being eligible, offers himself for reappointment. Your Directors commend his re-appointment.
Brief particulars of Directors being appointed/ re-appointed as required by the SEBI (LODR) Regulations, 2015 and Secretarial Standards on General Meetings are provided in the Annexure to the notice convening the AGM of the Company.
The Board of Directors on the recommendation of Nomination and Remuneration Committee has reconmended the appointment of Prof. (Dr.) Mangesh D. Teli (DIN: 00218899) as an Independent NonExecutive Director and appointment and remuneration of Shri Manish Omkarmal Malpani (DIN: 00055430), as a Whole-time Director & Chief Financial Officer (CFO) of the Company for a period of 3 years with effect from 9th December, 2023. Members of the Company have also approved the Appointment of Prof. (Dr.) Mangesh D. Teli and Shri Manish Omkarmal Malpani, through Postal Ballot on April 20, 2024.
During the year under review Shri Ankit Poddar has resigned from the post of ‘Non-Executive & NonIndependent Director’ of the Company w.e.f. 8th May, 2023 (close of business hours) and Shri Shrutisheel Jhanwar has resigned from the post of Whole Time Director & Chief Financial Officer of the Company with effect from 9th December, 2023 (close of business hours).
During the year under review, Shri Manish Omkarmal
Malpani was appointed as a ‘Non Executive Non Independent Director’ of the Company (liable to retire by rotation) with effect from 14th August, 2023 upto 9th December, 2023 (close of business hours).
Declarations by Independent Directors
All the Independent Directors of the Company have given requisite declarations that they meet the criteria of independence as provided in Section 149(6) read with Schedule IV of the Companies Act, 2013 and also Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015.
The Company has received declaration from all Independent Directors of the Company confirming that they meet with the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 as well as Regulation 16(1)(b) of the Listing Regulations, 2015.
In the opinion of the Board, the Independent Directors fulfill the conditions of independence, are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors. The details of remuneration paid to the members of the Board is provided in the report on Corporate Governance.
As per the provisions of the Section 203 of the Act, following are the key managerial personnel as on the date of report:
I. Shri Anurag Poddar, Chairman and Managing Director;
II. Shri Manish Omkarmal Malpani, Whole Time Director and Chief Financial Officer (Appointed w.e.f. 09th December, 2023);
III. Shri Omprakash Singh, Company Secretary.
9. NOMINATION AND REMUNERATION COMMITTEE:
The composition, role, terms of reference as well as powers of the Nomination and Remuneration Committee of the Company meets the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015.
Composition
The Committee comprises of three (3) Independent Directors.
The composition of the Nomination and Remuneration Committee and category of members is given in the table below:
|
Sr.
No.
|
Name of the Director
|
Category
|
|
1
|
Shri Dileep H. Shinde
|
Independent
Director
|
|
2
|
Shri Rakesh N. Garodia
|
Independent
Director
|
|
3
|
Smt. Meghna S. Shah
|
Independent
Director
|
During the year under review, three (3) Meetings of the Committee was held on May 8, 2023, August 14, 2023 and December 9, 2023.
Company’s Policy on appointment and remuneration of Directors.
Remuneration Policy
The Company has devised the Nomination and Remuneration Policy for the selection, appointment and remuneration of the Whole Time Directors, Key Managerial Personnel and Senior Management Personnel. The extract of Nomination and Remuneration Policy is provided in the Corporate Governance Report and forms part of this Annual Report.
The Company’s policy on remuneration for Directors and Senior Management employees are displayed on the website of the company at www.bpml.in.
Criteria for appointment of Independent Directors
The Independent Directors shall be of high integrity with relevant experience and expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management, so as to have a diverse Board.
Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors, the Board as a whole and also the Secretarial Department. Evaluation of performance is undertaken annually.
The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors at a separately convened meeting. The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Company has implemented a system of evaluation on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.
The Directors expressed their satisfaction with the evaluation process.
Remuneration of Non-Executive Directors
The Non- executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in Board/ Committee meetings and commission, if any, after approval of the members.
10. DIRECTOR’S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, your Directors to the best of their knowledge hereby confirm:
a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the Profit of the Company for that year under review;
c) That the Directors have 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) That the Directors have prepared the accounts for the financial year on going concern basis;
e) The Directors have laid down internal financial controls, which are adequate and were operating effectively;
f) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
11. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:
a. BOARD MEETINGS
The Board of Directors met 7 times during the year on the following dates in accordance with the provisions of the Companies Act, 2013 and also rules made thereunder:
May 08, 2023, June 12, 2023, August 14, 2023, September 16, 2023, November 02, 2023, December 09, 2023 and February 10, 2024.
In addition to the above, Independent Directors Meeting was also held on March 28, 2024.
b. COMMITTEES OF THE BOARD
The Board has the following Committees:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders Relationship Committee;
4. Risk Management Committee;
5. Finance Committee;
6. Share Transfer Committee;
7. Rights Issue Committee.
The details of these Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.
12. KEY RATIOS:
As per provisions of SEBI Listing Regulations, 2015, the significant financial ratios are given in Note No.49.
13. ANNUAL RETURN:
Pursuant to Section 92(3) read with section 134(3) (a) of the Companies Act, 2013, copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 may be accessed on the Company’s website at the link www.bpml.in.
14. FIXED DEPOSITS:
During the year under review, your Company has not accepted any fixed deposits and there were no unclaimed deposits or interest thereon as on 31st March, 2024.
15. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.
16. SUBSIDIARY COMPANIES:
The Company has no subsidiary Company.
17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Policy are given in the Corporate Governance Report and the policy is posted on the Company’s website at www.bpml.in.
18. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were in the ordinary course of business and were on an arm’s length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large.
All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The transactions entered into with related parties are reviewed on a quarterly basis by the Audit Committee.
The policy on Related Party Transactions as approved by the Audit Committee and Board is uploaded on the Company’s website at www.bpml.in.
Members can refer to Note No. 37 to the Financial Statements which set out related party disclosures.
19. RISK MANAGEMENT FRAMEWORK:
The Board of Directors of the Company has Risk Management Framework to avoid events, situations or circumstances which may lead to negative consequences on the Company’s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making
pertaining to all business divisions and corporate functions. Risk Management Policy is available on Company’s website at www.bpml.in.
Further your Board has constituted a Risk Management Committee inter alia, to monitor and renew the risk management framework.
20. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
During the year under review, there were no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.
21. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:
There were no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, Company kept the production activity of paper and paper board in abeyance. Hence, Conservation of energy, Technology absorption and Foreign exchange earnings & outgo is NIL, as required under the provisions of Section134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.
23. CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility (CSR) policy is not applicable to the Company.
24. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:
The Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company.
25. INDUSTRIAL RELATIONS:
Industrial relations with staff and workmen during the year under review continued to be cordial.
26. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has formulated and implemented a policy of prevention of sexual harassment at the workplace with mechanism of loading/redressal complaints. During the year under review, there were no complaints reported to the Board.
27. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
The information required pursuant to Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request in terms of section 196 of the Act. The Report
is being sent to all the Shareholders of the Company and other entitled thereto, excluding the information particulars of which is available for inspection by the Members at the Registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Members interested in obtaining a copy thereof, may write to the Company Secretary in this regard.
28. CHANGE IN THE NATURE OF BUSINESS IF ANY:
There is no change in the nature of business of your Company during the year under review.
29. COMPLIANCE WITH THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (“ICSI”) SECRETARIAL STANDARDS:
The relevant Secretarial Standards issued by the ICSI related to the Board Meetings and General Meeting have been complied by the Company.
30. AUDITORS:
The matters related to Auditors and their Reports are as under:
a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2024.
The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
b. COST AUDITORS:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors have appointed M/s. K. G. Goyal & Associates, Cost Accountants, as a cost auditor of the Company for the Financial Year 202425 at a remuneration of Rs. 40,000/- (Rupees fourty thousand only) per annum plus applicable tax, reimbursement of travelling and other out of pocket expenses incurred by them at actuals.
The remuneration to be paid to Cost auditors require ratification by the shareholders and accordingly necessary resolution for ratification for seeking approval of members is included in Notice of ensuing AGM.
Cost Audit Report for the financial year ended 31st March, 2023 was filed with MCA on 21st September, 2023.
c. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed GMJ & Associates, Company Secretaries in Practice to undertake Secretarial Audit for the financial year 2024-25.
There is no Secretarial audit qualification for the year under review.
M/s GMJ & Associates, Company Secretaries has issued Certificate dated 13th May, 2024 certifying that none of the Directors on the Board of the Company during the Financial year 2023-24 has been debarred or disqualified from being appointed or continuing as directors of the company by SEBI, MCA or any such other Statutory authority.
Secretarial Audit Report for the financial year ended 31st March, 2024 and Certificate of Non Disqualification of Directors are annexed herewith as Annexure - I.
31. INSURANCE:
All the properties/assets including buildings, plant & machinery, furniture & fixtures, and insurable interests of the Company are adequately insured.
32. GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
i. No unclaimed dividend amount lying with the Company which needs to be transferred to Investor Education and Protection Fund (IEPF).
ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
iii. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government
iv. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.
v. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
33. ACKNOWLEDGMENT:
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, government authorities, customers, vendors, dealers, agent, Directors and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.
For and on behalf of the Board of Directors
Place : Mumbai Anurag P. Poddar
Date : 13th May, 2024 Chairman & Managing Director
DIN: 00599143
|