Dear Members,
Your directors take pleasure in presenting the Thirty Third (33rd) Annual Report on the business and operations of your Company and Audited Financial Statement for the year ended 31st March 2024.
FINANCIAL RESULTS:
(Rs. in lacs)
Revenue from operations (Net)
Cost of material consumed
Changes in Inventories of finished Goods & Work in Progress
Depreciation and amortization Expenses
Less:- Income tax provision 0.00
OPERATIONS:
During the year under review, the paper division produced 12804.205 MT. of Kraft Paper as against 10936.740 MT in the previous year. The company has achieved sales of Rs.
3607.72 lakhs as compared to Rs. 4344.89 lakhs in the previous year.
The company has installed a new boiler of six tons per hour capacity which was commissioned in the month of June 2023. The company is saving substantial power & fuel after the commissioning the new boiler. The company has replaced the old wire parts with new wire parts. The new wire part machinery is commissioned in the month of June 2023. This has improved the quality & increased productivity.
PROSPECTS:
The company has a well-established network of dealers all over western and southern India for sale of its paper products. The Company is continually working to strengthen this network and to get new orders for Karft paper. The
Company could sell its entire output without any range of Kraft paper from 80 gsm to 180 gsm, to meet the requirements of all the segments.
The market for Kraft paper has revived and is growing, especially in the industrial packaging sector where Kraft paper is utilized. Plastic / wood packaging has been discouraged and hence the demand for packaging of Kraft paper is increasing day by day.
RESERVE AND SURPLUS
The amount of Rs. 150.31/- lakhs is proposed to be retained in the surplus:
STATEMENT ON RISK MANAGEMENT POLICY:
The management of the Company has duly adopted the Risk Management Policy as per the requirement of the Companies Act, 2013. Further, they took adequate care in its implementation by identifying various elements of risk which may cause a serious threat to the existence of the Company.
DIVIDEND:
In view of the small profit and carried forward losses of the Company, it is not possible for your directors to recommend any dividend.
MATERIAL CHANGES AND COMMITMENT
There are no material changes and commitments affecting the financial position of the Company which occurred between the ends of the financial year to which this financial statement relates on the date of this report.
NATURE OF BUSINESS
There was no change in the nature of business during the year under review.
DEPOSITS:
During the financial year under review, the company has not accepted or renewed any deposit from the public within the meaning of section 73 and 76 of the Companies Act, 2013 (Act) read with the Companies (Acceptance of Deposit) Rules, 2014.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The policy on dealing with RPT as approved by the Board is uploaded on the Company's website (http://www.kaypowerandpaper.com) The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of RPT, keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All RPT are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for RPT that are of repetitive nature and / or entered in the ordinary course of business and are at arm's length. All RPT are subjected to independent review by a statutory auditor to establish compliance with the requirements of RPT under the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.
Your directors draw your attention to Note No. 32 to the financial statements which set out related party transactions.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
DIRECTORS:
Mrs. Deepa Agarwal, director of the company, retires by rotation in the ensuing general meeting and, being eligible, offers herself for re-appointment at the ensuing Annual General
Meeting of the company.
Mr. Arvind V. Kulkarni (DIN: -06378344) was reappointed as an independent director on the board of the company in the extra ordinary general meeting held on 22nd March 2024 to hold office for a (five) consecutive years on the Board of the Company from 28/05/2023 to 27/05/2028.
Mr. Kaustubh Wadikar and Mr. Sandeep
Shahapurkar are completing their two consecutive terms of 5 years as Independent Directors of the Company in the ensuing Annual General Meeting and as per sub section 10 and 11 of section 149 of the companies act 2023, no independent director shall hold office for more than two consecutive terms.
Therefore, the board of directors in its meeting held on 12th August 2024 and on the recommendation of Nomination and Remuneration Committee has approved the appointment Mr. Anilkumar Govind Bidkar (DIN: - 10639665) as an additional director (Independent) w.e.f. 12th August 2024 to hold office up to the date of the ensuing annual general meeting (AGM).
The Board recommends the appointment of Mr. Anilkumar Govind Bidkar (DIN: - 10639665) as an Independent Director of the Company for a term of 5 (five) consecutive years for the approval of the Members at the ensuing AGM. The Board is satisfied with the integrity, expertise, and experience (including Section 150(1) of the proficiency Act and applicable rules thereunder) of Mr. Anilkumar Govind Bidkar (DIN: - 10639665).
The necessary resolutions are being put in the Notice of the ensuing Annual General Meeting for the consideration of the Members. The board of directors in its meeting held on 12th August 2024 and on the recommendation of Nomination and Remuneration Committee has approved the appointment Mr. Satish
Laxman Pharande (DIN: 03516332) as an additional director (Independent) w.e.f. 12th August 2024 to hold office up to the date of the ensuing annual general meeting (AGM).
The Board recommends the appointment of Mr. Satish Laxman Pharande (DIN: 03516332) as an Independent Director of the Company for a term of 5 (five) consecutive years for the approval of the Members at the ensuing AGM. The Board is satisfied with the integrity, expertise, and experience (including Section 150(1) of the proficiency Act and applicable rules thereunder) of Mr. Satish Laxman Pharande (DIN: 03516332). The necessary resolutions are being put in the Notice of the ensuing Annual General Meeting for the consideration of the Members None of the Directors of the Company for the financial year ending on 31st March 2024 have been debarred or disqualified from being appointed or continuing as Directors on the board of the company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.
CHANGES IN SHARES CAPITAL:
During the year under review, the company has increased its authorized share capital to 37,00,00,000/- (Rupees Thirty-Seven Crore Only) consisting of 3,70,00,000 (Three Crore Seventy Lakhs Only) equity shares of face value 10.00/- each by the creation of additional 2,20,00,000 (Two Crore Twenty Lakhs) equity shares of 10/- (Rupees Ten) each.
The Members of the company in its extra ordinary general meeting held on 18th March, 2024 has approved to issue and allot in one or more tranches, upto 2,59,00,000 (Two Crore Fifty Nine Lakh Only) Warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company of face value of 10/- each at a price of 30.10/- (Rupees Thirty and Ten Paise Only) including premium of 20.10/- per share for each Warrant payable in cash aggregating upto 77,95,90,000/- (Rupees Seventy Seven Crore Ninety Five Lakhs Ninety Thousand Only) ("Total Issue Size"), within a period of 18
(Eighteen) months from the date of allotment of Warrants, to persons / entity enlisted below
("Warrant Holder"/ "Proposed Allottees") belonging to promoter group and non-promoter group of the Company on a preferential basis ("Preferential Issue"), for consideration payable through electronic means/ banking channels and in such manner and upon such terms and conditions as may be deemed appropriate by the Board in accordance with the terms of this Preferential Issue, provisions of SEBI ICDR Regulations, or other applicable laws in this respect.
The Board of directors in its meeting held on 15th April, 2024 has allotted 2,59,00,000 (Two Crore Fifty Nine Lakh Only) Warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company of face value of 10/- each at a price of 30.10/-
(Rupees Thirty and Ten Paise Only) including premium of 20.10/- per share the share warrants as per the shareholders' approval as mentioned above.
BOARD EVALUATION:
Pursuant to provisions of the Companies Act 2013 and SEBI Regulations mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate governance report section in this Annual Report. The Board approved the evaluation results as collate by the nomination and remuneration committee.
N U M B E R O F B O A R D M E E T I N G S CONDUCTED DURING THE YEAR UNDER REVIEW:
The Company had 5 (Five) Board meetings during the financial year under review (29.05.2023, 11.08.2023, 09.11.2023 10.02.2024 & 19.02.2024). The Details thereof are given in the corporate Governance Report.
The intervening gap between the meetings was within the period prescribed under the companies Act, 2013
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b)We 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 31st March 2024 and of the profitand loss of the company for that period; (c) We have taken proper and 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) We have prepared the annual accounts on a going concern basis; and (e) We have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS:
M/s. Godbole & Company, (M. No. 104822) Chartered Accountant, Satara has resigned as a statutory auditor of the company w.e.f. 6th August 2024 The board of directors in its meeting held on 12th August 2024 has appointed M/S. R Y Kulkarni & Associates, Chartered Accountants, Pune (M. No.036596), as a statutory auditor of the company due to the casual vacancy. The board has recommended to the Members to appoint M/S. R Y Kulkarni & Associates, Chartered Accountants, Pune (M. No.036596), as statutory auditor of the company in the place of M/s. Godbole & Company, (M. No. 104822) Chartered Accountant, Satara, for the term years from the conclusion of this 33rd of five Annual General Meeting to the conclusion of 38th Annual General Meeting of the company will be held in the year 2029 (For the Financial Year 2024-25 to 2028-29).
Further the board of directors put necessary resolution in the notice of 33rd annual general meeting of the company for the consideration and approval of members of the company and said appointment.
The Company has received a consent letter from him to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for appointment. Their appointment needs to be confirmed and their remuneration is to befixed.
AUDITORS' REPORT:
The observations of the Auditors report read with the relevant notes thereon are self-explanatory and therefore do not call for any further comments under Section 134 of the Companies Act, 2013. Auditor did not report any frauds under sub-section (12) of section 143 of the companies act 2013.
SECRETARIAL AUDITOR
M/s. Neha Doshi & Co., Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for FY 2023-24 forms part of the Annual Report as Annexure I to the Board's report.
SECRETARIAL AUDITOR'S REPORT
The observations of the Secretarial Audit report are self-explanatory and therefore do not call for any further comments under Section 134 of the Companies Act, 2013.
CORPORATE GOVERNANCE:
Pursuant to regulation 34(4) of SEBI Listing
Obligations and Disclosure Requirements (LODR) regulation 2015, report on Corporate Governance along with Auditor's certificate on its compliance is attached as Annexure II to this report.
ANNUAL RETURN:
Pursuant to the provisions of sub section 3 of Section 92 of the Companies Act, 2013, a copy of Annual Return for the financial year 2023-24 is available on the website of the Company at http://www.kaypowerandpaper.com/mgtreturn. asp
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
SIGNIFICANT AND MATERIAL ORDERS
Therearenosignificant material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future
COST AUDITORS
As per the companies (Cost Records and Audit) Amendment Rules 2014, the company is exempted from cost audit from the financial year 2015-16. Hence the company has not appointed a cost auditor for the financial year 2023-24.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Subsection (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014, the relevant information pertaining to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are enclosed as Annexure III to the Board's report.
PARTICULARS OF EMPLOYEES
The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is appended as Annexure IV to the Board's report.
COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and pursuant to regulations of Securities and Exchange
Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and
Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors and is available on company's website on link www. kaypowerandpaper.com
LISTING OF EQUITY SHARES:
The Equity Shares of your Company are listed on BSE Ltd., where the same are traded regularly and confirm that company has paid the listing fees for the financial year 2023-24.
VIGIL MECHANISM
The Company has formulated a Whistle Blower Policy (the Policy) in compliance with the Companies Act 2013 and Listing agreement, to enable employees, customers, agents, dealers, suppliers and other vendors that conduct business with Kay Power and Paper Limited to raise concerns and complaints about fraudulent practices. Under the Policy, the concerns/ complaints pertaining to General Managers and Mangers should be raised before the Chairman of Audit Committee and concerns against other Employees should be addressed to the Vigilance officer and confirm that no personnel have been denied access to the audit committee. The Company has designated the Manager, Mr. Prasanna Kulkarni, as the Vigilance officer and has created the following email accounts for facilitating the raising of such concerns. Chairman of Audit Committee- chairmanauditcommittee@gmail.com Vigilance officer prasannaskulkarni19@gmail.com The Company aims to propagate a culture for maintaining the highest standard of conduct and professionalism and therefore this Policy is implemented in furtherance of the Code of Conduct of the Company.
The details of establishment of such mechanism have also been disclosed on company website on following link - http:// www.kaypowerandpaper.com/download/ Annoncement-KPPL.pdf
COMMITTEES OF THE BOARD
Currently, the Board has four committees: the audit committee, nomination and remuneration committee, stakeholder's relationship committee, and risk Management committee. The role and responsibilities and composition of the aforesaid committees are mentioned in the corporate governance report section in this
Annual Report.
M A N A G E M E N T D I S C U S S I O N A N D ANALYSIS REPORT
A comprehensive Management discussion and analysis Report is appended as Annexure V, forming a part of the Corporate Governance is part of this Annual Report
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during F.Y. 2023-24.
DETAILS OF APPLICATION MADE OR PROCEDDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one-time settlement of loans taken from
Banks and Financial Institutions.
ACKNOWLEDGEMENT:
Your Directors appreciate valuable contribution of employees at all levels. Your directors place on record their gratitude for the co-operation received from Maharashtra State Electricity Distribution Company Ltd., IDBI Bank Ltd., HDFC Bank Ltd, Suppliers, Customers and Shareholders of the Company and look forward to their continuous support in coming years.
For and on behalf of the Board of Directors