Dear Shareholders,
Your directors have pleasure in presenting the 39th Annual Report together with the Audited Statement of Accounts of Agio Paper & Industries Limited for the year ended March 31, 2024.
1. SUMMARISED FINANCIAL HIGHLIGHTS
(Rs)
2. BUSINESS PERFORMANCE
The Operation of paper factory at Bilaspur is under suspension since 6th October, 2010 because of pollution control issues. Efforts are being made to comply with the norms and alternate means are also explored to start the factory along with new paper mill and power plant. In view of future plans and valuation of fixed Assets of the company, no impairment of fixed assets is envisaged by the management.
3. FUTURE OUTLOOK
Being restricted by the Central Pollution Control Board's order the option of exploring other areas of business has always been in the mind of management till the restrictions are lifted. The company is constantly envisaging the avenues related to generation of energy from renewable resources.
4. DIVIDEND
In absence of any production activities no operational profit was generated for recommendation of dividend for the financial year ended 31st March, 2024.
5. SHARE CAPITAL
The paid-up Equity Share Capital as on March 31, 2024 was Rs.16.12 crores and Preference Share Capital has increased from Rs. 33.13 crores to Rs. 33.45 crores. During the year ended 31st March, 2024 the company has issued 32650 Preference Shares.
Date of Allotment
Total
6. CREDIT FACILITIES
The company is debt free with no debts existing to Banks or Financial Institutions.
7. PAPER INDUSTRY OUTLOOK AND OPPORTUNITIES
The paper industry in India has become more promising as the domestic demand is on the rise. Increasing population and literacy rate, growth in GDP, improvement in manufacturing sector and lifestyle of individuals are expected to account for the growth in the paper industry of India.
8. CORPORATE SOCIAL RESPONSIBILITY
Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.
9. HUMAN RESOURCES
The well-disciplined workforce who has served the company for three decades lies at the very foundation of the company's major achievements and this trend is set to continue. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principal of rewarding performance.
10. BUSINESS RISK MANAGEMENT
The prudent principles of risk minimization no longer are an option but have become a compulsion these days.
In keeping with these norms, the board took a well-informed decision to initiate the procedure and thereafter formally adopted steps for framing, implementing and monitoring the risk management plan for the company.
The objective of this policy is ensuring stability of business and its sound growth and also to promote a pro- active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.
11. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The system of internal control as well as Internal Financial Controls over Financials which are established are commensurate with the size and nature of business. Detailed procedures are in place to ensure all assets are safeguarded and protected against loss and all transactions are authorized, recorded and reported properly. The internal control system are monitored and evaluated by internal auditors and their reports are reviewed by the audit committee. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.
12. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013 the Company has complied with the laws and the codes of conduct applicable to it and has ensured that the business is conducted with integrity and accordingly the Company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company.
13. SEXUAL HARASSMENT POLICY
The Company has also framed a policy on prevention of Sexual Harassment of Women at Workplace which commits to provide a workplace that is free from all forms of discrimination, including sexual harassment.
As per the Policy, any complaint received shall be forwarded to an Internal Complaint Committee ("ICC") formed under the Policy for redressal. The investigation shall be carried out by ICC constituted for this purpose. There was no such complaint during the year.
14. DIRECTORS & COMMITTEES
During the year under review, there was no change in composition of the Board of Directors. The composition of the Board and KMPs as on March 31, 2024 are given below:
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15. BOARD EVALUATION
Pursuant to the provisions of companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.
16. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their Remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
17. MEETINGS
During the year Seven Board Meetings and One Independent Directors' meeting was held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended from time to time were adhered to while considering the time gap between two meetings.
18. AUDIT COMMITTEE
The company is having an audit committee comprising of the following directors:
Name
Mr. Suraj Narayan Jaiswal
Mr. Ankit Jalan
Mrs. Mohini Agarwal
19. NOMINATION AND REMUNERATION COMMITTEE
The company is having a Nomination and Remuneration committee comprising of the following directors:
Mr. Umesh Kumar Dhanuka
21. STAKEHOLDERS RELATIONSHIP COMMITTEE
The company is having a Stakeholders Relationship Committee comprising of the following directors:
22. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date; c) that proper and sufficient care has been taken 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 annual financial statements have been prepared on a going concern basis; e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
23. RELATED PARTY -TRANSACTIONS
There were no material contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013.All Related Party Transactions in usual course were placed before the Audit Committee as also the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.
None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company Further, there were no Related Party transactions with the Promoters of Promoters Group who hold more than 10% Shareholding or Voting rights in the company.
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
25. AUDITORS
STATUTORY AUDITORS
As per section 139(8) of the Companies Act, 2013, M/s Baid Agarwal Singhi & Co, Chartered Accountants, (FRN: 328671E E), has been appointed as Statutory Auditors of the Company from 25/09/2021 to 30/09/2026 for a period of five years.
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 Miss Kirti Sharma (CP No.: 26705, Membership No.: A41645), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure 1'.
INTERNAL AUDITORS
M/s VSNB & Associates, (Firm Registration No.- 330017E) Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.
COST AUDITORS
Appointment of Cost Auditors and maintenance of Cost Records is not applicable to the Company.
26. CORPORATE GOVERNANCE
As per SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 as amended from time to time of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Secretarial Auditor confirming compliance forms an integral part of this Report.
27. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as
"Annexure 2".
28. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended in respect of employees of the Company is as follows: The company has Two Executive Directors and due to financial constraints being faced by the company the Whole Time Director has forgone remuneration. The Remuneration of the other Executive Director is disclosed in detail in the Extract of Annual of the Company. Further, no sitting fees has been paid to any director during the year.
In terms of the amended rules the names of the top ten employees in terms of remuneration drawn are provided in "Annexure 3"
The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are: a) Employed throughout the year Nil b) Employed for part of the year Nil The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company.
29. IMPAIRMENT OF ASSETS & CAPITAL WORK-IN-PROGRESS
The paper plant was closed on 6th October, 2010 to fulfill certain pollution control measures. The management of the Company has disposed of its entire plant & machinery and substantial portion of CWIP during the last year. The management of the company is considering various alternative business plans to utilize the remaining PPE of the company. Further, the management does not for see any impairment in the remaining PPE of the company.
30. FINANCIAL VIABILITY OF COMPANY
The financial viability of the company is totally dependent on the ability of the company to infuse funds into the company.
31. ACKNOWLEDGEMENTS
The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and others associated with the Company.
Your Directors wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation.
We look forward to receiving the continued patronage from all quarters to become a better and stronger Company.
32. CAUTIONARY STATEMENT
The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations.
Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.