Dear Members,
The Directors have pleasure in presenting their 42nd Annual
Report and Audited Financial Statements for the year ended 31st March 2023.
1. Financial Results:
Rs. In Lakhs
Particulars |
Standalone |
Consolidated |
|
For the year
ended March 31 |
For the year
ended March 31 |
|
2023 |
2022 |
2023 |
2022 |
I. Revenue from
operations |
40,830.82 |
29,108.63 |
40,830.82 |
29,108.63 |
II. Other income |
1,158.47 |
813.25 |
1,160.29 |
813.25 |
III. Total Income |
41,989.29 |
29,921.88 |
41,991.11 |
29,921.88 |
IV. Expenses |
|
|
|
|
Cost of materials consumed |
15,402.18 |
11,746.92 |
15,402.18 |
11,746.92 |
Purchase of stock-in-trade |
578.25 |
6.18 |
578.25 |
6.18 |
Changes in inventories of
finished goods, work-in-progress and stock-in-trade |
219.81 |
-124.56 |
219.81 |
-124.56 |
Employee benefits expenses |
4,792.11 |
3,557.01 |
5,010.34 |
3,736.38 |
Finance costs |
1,112.91 |
936.26 |
1,126.28 |
939.62 |
Depreciation and amortization
expenses |
1,272.79 |
1,021.54 |
1,274.65 |
1,021.54 |
Other expenses |
11,380.07 |
7,409.21 |
11,687.07 |
7,475.48 |
Total Expenses (IV) |
34,758.12 |
24,552.56 |
35,298.58 |
24,801.56 |
V. Profit before Tax (III -
IV) |
|
|
|
|
VI. Tax expense: |
7,231.17 |
5,369.32 |
6,692.53 |
5,120.32 |
1. Current tax |
|
|
|
|
2. Deferred tax |
1,434.61 |
980.00 |
1,434.61 |
980.00 |
3. Tax adjustments relating to
earlier years |
650.32 |
565.11 |
650.32 |
565.11 |
VII. Profit for the
period (V - VI) |
0.00 |
4.19 |
0.00 |
4.19 |
VIII. Other
comprehensive income |
5,146.24 |
3,820.02 |
4,607.60 |
3,571.02 |
(i) Items that will not
be reclassified to profit or loss Re-measurements of the defined benefit plans |
-38.13 |
-67.51 |
-38.13 |
-67.51 |
(ii) Income tax related
to items that will not be reclassified to profit or loss |
11.10 |
19.66 |
11.10 |
19.66 |
(iii) Foreign Currency
Transition Reserve |
- |
- |
8.67 |
-0.71 |
(vi) Non-Controlling
Interest |
- |
- |
3.31 |
0.00 |
Sub Total |
-27.03 |
-47.85 |
-18.36 |
-48.56 |
IX. Total comprehensive
income for the period (VII - VIII) |
5,119.21 |
3721.17 |
4589.24 |
3,522.46 |
X. Earnings per equity
share |
|
|
|
|
1. Basic |
13.51 |
10.03 |
12.10 |
9.38 |
2. Diluted |
13.45 |
10.03 |
12.04 |
9.38 |
2. PERFORMANCE REVIEW
2.1 CONSOLIDATED
The Operative Revenue stood at H40,830.82 lakhs in FY23 compared to
H29,108.63 lakhs in FY22 on a consolidated basis. There was an increase of 40.27% in
Operative Revenue in comparison to last financial year. The Consolidated Profit after tax
in FY23 was at H4,607.60 lakhs compared to H3,571.02 lakhs in FY22. There was an increase
of 29.03% in consolidated profit after tax.
2.2 STANDALONE
The Operative Revenue stood at H40,830.82 lakhs in FY23 compared to
H29,108.63 lakhs in FY22 on a standalone basis. There was an increase of 40.27% in
Operative Revenue in comparison to last financial year. The Standalone Profit after tax in
FY23 was at H5,146.24 lakhs compared to H3,820.02 lakhs in FY22. There was an increase of
34.72% in standalone profit after tax.
2.3 PRODUCTION AND SALES
Your Company has reported following production and sales:
(Rs. In lakhs)
Name of Products |
Unit of |
Productions |
Sales |
|
Measurement |
Current Year 31.03.2023 |
Previous Year 31.03.2022 |
Current Year 31.03.2023 |
Previous Year 31.03.2022 |
Kraft Paper |
MT |
22,384 |
22,824 |
22,332 |
22,332 |
Poster Paper |
MT |
17,384 |
16,315 |
17,308 |
16,183 |
Total Paper |
MT |
39,768 |
39,139 |
39,631 |
38,515 |
Pulp |
MT |
10,134 |
8,872 |
9,710 |
8,815 |
Moulded (Tableware) Products |
MT |
2,018 |
1,630 |
2,327 |
1,596 |
Pith Pallet |
MT |
6295 |
6,639 |
5,096 |
4,934 |
Egg Tray |
Pieces in Lakhs |
140.38 |
117.08 |
132.85 |
117.37 |
2.4 ANNUAL PERFORMANCE
Details of your Company's annual performance are published on the
Company's website and presented during the Investors Meet. The same can be accessed under
the Investors Meet tab in the Investor Section of the website of the Company:
www.pakka.com.
3. DIVIDEND
Based on the Company's performance, the Directors have recommended a
final dividend of 24% (H2.40 per equity share) for the year ended 31st March,
2023 subject to approval of the members at ensuing Annual General Meeting.
(Rs. In lakhs) |
Particulars |
As at 31st
March, 2023 |
As at 31st
March, 2022 |
Final Dividend for the year
ended H2.40 per share (P.Y. H2 per share) |
913.88 |
761.57 |
Total |
913.88 |
761.57 |
Pursuant to the Finance Act, 2020, dividend income is taxable in the
hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax at
source (TDS) from dividend paid to the Members at the prescribed rates as prescribed under
the Income-tax Act, 1961.
The dividend on equity shares, if approved by the members, would
involve a cash outflow of H913.88 lakhs.
4. TRANSFER TO RESERVES
As per Standalone financials, the net movement in the reserves of the
Company For FY23 and FY22 is as follows:-
|
|
(Rs. In lakhs) |
Particulars |
As at
31st March, 2023 |
As at
31st March, 2022 |
Capital Reserve |
37.32 |
37.32 |
Securities Premium |
1,172.16 |
1,172.16 |
Employees Share Base payment
Reserve |
227.15 |
- |
General Reserve |
550.00 |
550.00 |
Retained Earnings |
15,692.41 |
11,253.18 |
Other Comprehensive Income |
(138.60) |
(111.57) |
Total |
17,540.44 |
12,955.65 |
5. SUBSIDIARIES/JOINT VENTURES/ASSOCIATES
We, along with our subsidiaries, provide manufacturing, consulting,
technology, outsourcing and marketing services. We had 3 subsidiaries i.e., Pakka Inc, an
USA-based Company, Pakka Pte Ltd, a Singapore based subsidiary company
and Pakka Impact Limited, an India based subsidiary company. The
financial transactions of the said subsidiary during the year are included in the
Consolidated Financial Statements of the Company.
During the year, the Board of Directors reviewed the affairs of the
subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared
the Consolidated Financial Statements of the Company, which form part of this Annual
Report based on the financial statements certified by the Management of the subsidiary
company. Further, a statement containing the salient features of the financial statements
of our subsidiary in the prescribed format AOC- 1 as per Section 129(2) of the Companies
Act, 2013 (the Act) is appended as 'Annexure - I' to the Director's report. The statement
also provides details of the performance and financial position of each of the subsidiary,
along with the changes that occurred, during FY23.
Further, pursuant to the provisions of Section 136 of the Act, the
audited financial statements including consolidated financial statements along with
relevant documents of the Company and management certified financial statements of the
subsidiaries are available under tab of Annual Report of Investor Section on the website
of the Company www.pakka.com.
The policy for determining material subsidiaries of the Company has
been provided in the following link under tab of Policy of Investor Section on the website
of the Company www.pakka.com.
6. SHARE CAPITAL
The authorized share capital of the Company was H6005 lakhs divided
into 565 lakhs equity shares of H10 each and 4 lakhs preference share capital of H100 each
as on 31st March, 2023. the authorized share capital increased to H6,005 lakhs
after merger of Yash Compostables Limited into the Company.
The paid up Equity Share Capital of the Company as on 31st
March, 2022 was H3,524 lakhs. The paid up Equity Share Capital of the Company was
increased to H3807.85 lakhs on 13th May, 2022 on account of merger of Yash
Compostables Limited. The paid up Equity Share Capital of the Company is H3807.85 lakhs on
12th August, 2023 i.e. the date of Directors' Report.
The Company has not issued shares with differential voting rights,
employee stock options and sweat equity shares during the year under review.
The Company has paid Listing Fees for the financial year 2022-23 and
2023-24 to BSE Limited, where its equity shares are listed.
7. TSOP (ESOP) DISCLOSURE
Your Company has approved TSOP (ESOP) in the Board Meeting in the year
2019 i.e., 'Yash Team Stock Option Plan - 2019' and approved by the members of the Company
in the 39th Annual General Meeting held on September 20, 2019 and further
medication approved in the 40th Annual General Meeting held on 31st
October 2020, which was not implemented.
The Members of the Company in their Extra Ordinary General Meeting held
on May 6, 2022 approved the new scheme 'Yash Team Stock Option Plan - 2021'
('TSOP'/'Plan'), in super session of earlier Special Resolution passed by the Members of
the Company as aforesaid and authorised the Board (including Compensation Committee) to
create, offer, issue, reissue, grant, transfer and allot from time to time, and in one or
more trenches, such number of Team (Employee) Stock Options (hereinafter referred to as
"Options"), under the YASH TEAM STOCK OPTION PLAN - 2021 ('New TSOP') and to
issue fresh options, reissue options that may lapse/ get cancelled/ surrendered in future
under the New TSOP in complete suppression of any earlier team member (employee) stock
option plan of the Company and to issue and allot such number of Equity Shares of the
Company H10 (Rupees ten only) each not exceeding 20,00,000 (Twenty Lakhs) Equity Shares,
representing in the aggregate 5.68 % (approx.) of the issued, paid-up and subscribed share
capital of the Company (as on April 01, 2022) at such price or prices, and on such terms
and conditions, as may be determined by the Board in accordance with the provisions of New
TSOP and in due compliance with the SBEB Regulations and other applicable laws, rules and
regulations, to or to the benefit of the eligible team members i.e. employees/ directors
of the Company (i.e. Eligible Beneficiaries as defined in the 'New TSOP')
Thereafter, the Nomination and Remuneration Committee (Compensation
Committee) of the Board of Directors of the Company ("NRC") in its meeting held
on July 7, 2022 has granted 14,16,600 stock options of the Company to 361 number of the
eligible Team members in terms of TSOP at an exercise price of H82.21 (Rupees Eighty-Two
and Twenty-One paisa Only) per Share.
The disclosure relating to ESOPs required to be made under the
provisions of the Companies Act, 2013 and the rules made thereunder and the Securities and
Exchange Board of India (Share Based Employee Benefit and Sweat Equity) Regulations, 2021
("SBEB Regulations") is provided on the website of the Company www.pakka.com
under Investor Section.
A certificate obtained from the Secretarial Auditors, confirming that
the TSOP (ESOP) Schemes of the Company are in compliance with the SBEB Regulations
Annual Report 2022-23
and that the Company has complied with the provisions of the Companies
Act, 2013 and the SBEB Regulations is also provided in 'Annexure - II' forming part of
this Report.
8. HUMAN RESOURCE DEVELOPMENT
A key area of focus for your Company is to create a performance driven
workforce while ensuring the health and well-being of employees and their families.
Many policies and benefits were implemented to maximize employee
engagement and welfare. Your Company also continues to endeavour to create a work
environment which is collaborative and learning and growth oriented to enable employees to
perform at their full potential. Our Human Resource (HR) strategy adopts a multipronged
approach covering all the key facets of employee development.
Learning as a stated value of the Company also sets the tone of your
Company's aim to develop competencies to rise to new challenges especially posed by
ventures into new business areas.
9. CREDIT RATING
During the year under review, the Company has given mandate for Credit
Rating, however the same is under evaluation till the date of report.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
BETWEEN THE END OF THE FINANIAL YEAR AND DATE OF THE REPORT
There have been no material changes and commitments which affect the
financial position of the Company that have occurred between the end of the financial year
to which the financial statements relate and the date of this report.
11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COM PANY'S OPERATIONS
IN FUTURE
There is no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and its future
operations.
12. SCHEME OF ARRANGEMENT BETWEEN THE COMPANY AND YASH COMPOSTABLES
LIMITED
The Board of Directors and Members of the Company had approved a scheme
of arrangement between (i) the Company, its shareholders and creditors, and (ii) Yash
Compostables Limited (YCL) and its shareholders and creditors (the "Scheme").
The Scheme contemplates the merger by absorption of YCL by the Company. The Scheme had
been approved by the Hon'ble National Company Law Tribunal, Allahabad Bench vide order
dated April 18, 2022 and Stock Exchange had also given its final approval to the Company.
YCL has been dissolved without winding up basis on terms and conditions as detailed in the
Scheme.
Subsequent to the year under review, 28,38,500 Equity Shares of Face
Value of H10/- each of Pakka Limited has been allotted on 13.05.2022 to the Shareholders
of Yash Compostables Limited (i.e. 56.77 (Fifty-Six point Seventy-Seven) Equity Shares of
Face Value of H10/- each of Pakka Limited to the Shareholders of Yash Compostables Limited
for every 1 (One) Equity Share of Face Value of H10/- each held by the Shareholders of
Yash Compostables Limited) pursuant to Clause 8.1 of the Scheme of Merger by Absorption as
approved by the Hon'ble National Company Law Tribunal, Allahabad Bench vide order dated
18" April, 2022.
13. DEPOSITS
During the year under review, the Company has not accepted deposits
from the public falling within the ambit of section 73 of the Companies Act, 2013 and the
rules framed thereunder, and the requisite returns have been filed. The Company does not
have any unclaimed deposits as of date.
14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company's internal control systems are commensurate with the
nature of its business, the size and complexity of its operations and such IFCs with
reference to the Financial Statements are adequate. The Company has designed and
implemented a process driven framework for Internal Financial Controls ("IFC")
within the meaning of the explanation to section 134(5)(e) of the Companies Act, 2013.
Your Company has appointed Mahajan & Aibra., Chartered Accountants,
Mumbai as Internal Auditor of the Company. The main thrust of internal audit is to test
and review controls, appraisal of risks and business processes, besides benchmarking
controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the
adequacy and effectiveness of the internal control systems and suggests improvements to
strengthen the same. The Company has a robust Management Information System, which is an
integral part of the control mechanism.
The Audit Committee of the Board of Directors, Statutory Auditors and
the Business Heads are periodically apprised of the internal audit findings and corrective
actions taken. Audit plays a key role in providing assurance to the Board of Directors.
Significant audit observations and corrective actions taken by the management are
presented to the Audit Committee of the Board. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee.
15. CORPORATE GOVERNANCE
Pursuant to Regulation 34 of the Listing Regulations, Report on
Corporate Governance along with the certificate from a Practicing Company Secretary
certifying compliance with conditions of Corporate Governance forms part of this Annual
Report.
16. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company believes in the conduct of the affairs of its constituents
in a fair and transparent manner by adopting the highest standards of professionalism,
honesty, integrity and ethical behaviour. In line with its Code of Conduct, any actual or
potential violation, howsoever insignificant or perceived as such, would be a matter of
serious concern for the Company. The role of the employees in pointing out such violations
of the Code of Conduct cannot be undermined.
Pursuant to Section 177(9) of the Act, a vigil mechanism was
established for directors and employees to report to the management instances of unethical
behaviour, actual or suspected, fraud or violation of the Company's code of conduct or
ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to
approach the Chairman of the Audit Committee of Directors of the Company for redressal. No
person has been denied access to the Chairman of the Audit Committee of Directors.
The Company has a Whistle Blower Policy to report genuine concerns or
grievances & to provide adequate safeguards against victimization of persons who may
use such mechanism. The Whistle Blower Policy has been posted on the website of the
Company under Policy Tab of Investor Section on www.pakka. com.
17. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder.
The Policy aims to provide protection to employees at workplace and
prevent and redress complaints of sexual harassment and for matters connected or
incidental thereto, with the objective of providing a safe working environment, where
employees feel secure.
The Company has revisited the Internal Complaints Committee members and
emphasized on the roles and responsibilities expected from the members. Posters and
Banners were refreshed with the list of committee members and strengthened the awareness
of zero tolerance through campaigns.
Opening as on 01.04.2022 |
Received during FY 2022-23 |
Redressed during FY
2022-23 |
Closing as on 31.03.2023 |
0 |
0 |
0 |
0 |
18. RISK MANAGEMENT
Risk management is embedded in your Company's operating framework. Your
Company believes that managing risks helps in maximizing returns. The Company's approach
to addressing business risks is comprehensive and includes periodic review of such risks
and a framework for mitigating controls and reporting mechanism of such risks. The risk
management framework is reviewed periodically by the Board and the Audit Committee.
19. SECRETARIAL STANDARDS:
The 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.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
As per the requirement of Section 186(4) of Companies Act, 2013,
particulars of loans given, investments made, guarantees given or securities provided
along with the purpose for which the loan or guarantee or security is proposed to be
utilized by the recipient are provided in the Standalone Financial Statements
Annual Report 2022-23
forming a part of the Annual Report. The Company is in compliance with
the limits as prescribed under Section 186 of Companies Act, 2013 read with Rule 11 of the
Companies (Meeting of Board and its Powers) Rules, 2014.
21. RELATED PARTY TRANSACTION
In line with the requirements of the Act and the Listing Regulations,
the Company has formulated a Policy on Related Party Transactions and the Policy on
Materiality of Related Party Transactions and the same can be accessed under Policy Tab of
Investor Section on www.pakka.com.
During the year under review, all transactions entered into with
related parties were approved by the Audit Committee of the Board. Certain transactions,
which require the approval of the Board, were approved by the Board also. During the year,
the Company had not entered into any contract, arrangement or transaction with related
parties which could be considered material in accordance with the policy of the Company on
materiality of related party transactions or which are required to be reported in Form No.
AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014.
The disclosures as required under Part A of Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in
accordance with Ind AS 24 in the notes to Standalone Financial Statements.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Board of Directors of the Company has adopted a Corporate Social
Responsibility (CSR) Policy as available under Policy tab of Investors Section on the
website www.pakka.com of the Company on the recommendation of CSR Committee and this
policy has been amended from time to time to ensure its continued relevance and to align
it with the amendments to applicable provisions of law. The Company undertakes CSR
activities in accordance with the said Policy.
The Company undertakes majority of CSR through Pakka Foundation
(Previously known as K. K. Charitable Foundation). Pakka Foundation works along with the
Board and the CSR committee in order to identify and implement CSR initiatives of the
Company. Key CSR initiatives of the Company focus on Women Education, Child Development,
Water Conservation, Healthcare and Sanitation. During the year under review, the Company
has spent H137.75/- Lakhs for its CSR activities during the financial 2022-23.
The disclosures required to be given under section 135 of the Companies
Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy)
Rules, 2014 are given in 'Annexure - III' forming part of this Directors' Report.
The Chief Financial Officer of the Company has certified that CSR funds
so disbursed for the projects have been utilized for the purposes and in the manner as
approved by the Board.
23. AUDITORS' OBSERVATION:
23.1 STATUTORY AUDITOR REPORT
The Statutory Auditor of the Company has given unqualified report
during the year under review.
23.2 SECRETARIAL AUDITOR REPORT
The Secretarial Auditor of the Company has given unqualified report
during the year under review.
24. DIRECTORS:
24.1 CHANGES IN DIRECTORS
The Members of the Company at their Extra Ordinary General Meeting held
on 6th May, 2022, approved the re-appointment of Mr. Narendra Kumar Agarwal
(DIN - 05281887) as Director (Works). However, Mr. Narendra Kumar Agarwal has resigned
from directorship of the Company with effect from 30th July, 2022 due to
personal and unavoidable circumstances.
Further, the Members of the Company at their Extra Ordinary General
meeting held on 6th May, 2022 had also approved the reappointment of Mr.
Pradeep Vasant Dhobale as an Independent Director for the second term of five years w.e.f.
25.09.2022.
Further, the Members of the Company at their Extra Ordinary General
meeting held on 6th May, 2022 had also approved the appointment of Mr. Ved
Krishna as Vice Chairman (Non-Executive) of the Company.
Further, the Members of the Company have approved re-appointment of Mr.
Basant Kumar Khaitan (DIN: 00117129) for the 2nd term as an Independent
Directors at the 42nd Annual General Meeting of the Company.
Further, the Board of Directors of the Company has approved the
appointment of Mr. Shubham Ashok Tibrewal (DIN: 10274024) as an Additional Director
(Independent Director) of the Company in the meeting of Board of Directors held on 12th
August, 2023.
In accordance with the requirements of the Act and the Company's
Articles of Association, Mrs. Kimberly Ann McArthur (DIN: 05206436), Director of the
Company, retires by rotation is eligible for re-appointment. Members' approval is being
sought at the ensuing AGM for her re-appointment.
24.2 CHANGES IN KEY MANAGERIAL PERSONNEL
There are following changes in the Key Managerial Personnel during the
year.
Mrs. Bhavna Kodarbhai Patel (Membership No.A31586), Company Secretary
& Compliance Officer (KMP) of the Company has resigned from the post of Company
Secretary & Compliance Officer with effect from August 1, 2022 due to personal
reasons.
Mr. Sachin Kumar Srivastava (Membership No.F11111), Legal Head of the
Company has been appointed to the post of Company Secretary and Legal Head of the Company
with effect from 10th August, 2022.
Mr. Jignesh Shah has resigned from the post of Chief Financial Officer
with effect from 24th November, 2022 due to his health issues.
Mrs. Neetika Suryawanshi has been appointed on the post of Chief
Financial Officer with effect from 26th December, 2022.
25. DECALARATION OF INDEPENDENCE
The Company has received Declarations of Independence as stipulated
under section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 from Independent Directors
confirming that he/she is not disqualified from being appointed/re-appointed/ continue as
an Independent Director as per the criteria laid down in section 149(6) of the Companies
Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The same are also displayed on the website of the Company
www.pakka. com under Investor Section.
The Independent Directors have complied with the Code for Independent
Directors prescribed in Schedule IV to the Companies Act, 2013.The Independent Directors
of the Company have registered themselves with
the data bank maintained by Indian Institute of Corporate Affairs
(IICA). In terms of section 150 of the Companies Act, 2013 read with Rule 6(4) of the
Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent
Directors are exempted from undertaking the online proficiency self-assessment test
conducted by IICA.
26. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND INDIVIDUAL DIRECTORS
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual Directors pursuant to the provisions of the
Act and the Listing Regulations. The performance of the Board was evaluated by the Board
after seeking inputs from all the Directors based on criteria such as the Board
composition and structure, effectiveness of Board processes, information and functioning,
etc. The performance of the Committees was evaluated by the Board after seeking inputs
from the Committee members based on criteria such as the composition of Committees,
effectiveness of Committee meetings, etc.
In a separate meeting of Independent Directors, performance of
NonIndependent Directors, the Board as a whole and the Chairman of the Company was
evaluated, taking into account the views of the Executive Director and NEDs. The
Nomination and Remuneration Committee reviewed the performance of individual Directors on
the basis of criteria such as the contribution of the individual Director to the Board and
Committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc. The above criteria are broadly
based on the Guidance note on Board Evaluation issued by the Securities and Exchange Board
of India on 5th January, 2017. In a subsequent Board meeting, the performance
of the Board, its Committees and individual Directors was also discussed. Performance
evaluation of Independent Directors was done by the entire Board, excluding the
Independent Director being evaluated.
27. POLICY ON BOARD DIVERSITY AND DIRECTOR ATTRIBUTES AND REMUNERATION
POLICY FOR SENIOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
In terms of the provisions of Section 178(3) of the Act and Regulation
19 read with Part D of Schedule II to the Listing Regulations, the Nomination and
Remuneration Committee is responsible for determining qualification, positive
attributes and independence of a Director. The Nomination and
Remuneration Committee is also responsible for recommending to the Board, a policy
relating to the remuneration of the Directors, KMP and other employees.
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and Senior Management
of the Company. The Policy broadly lays down the guiding principles, philosophy and the
basis for payment of remuneration to Executive and Non-executive Directors (by way of
sitting fees and commission), Key Managerial Personnel, Senior Management and other
employees. The policy also provides the criteria for determining qualifications, positive
attributes and Independence of Director and criteria for appointment of Key Managerial
Personnel / Senior Management and performance evaluation which are considered by the
Nomination and Remuneration Committee and the Board of Directors while making selection of
the candidates. The above policy has been posted on the website of the Company under
Policy Tab of Investor Section at www.pakka.com.
28. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls (IFCs) and
compliance systems established and maintained by the Company, the work performed by the
Statutory, Secretarial and Internal Auditors and external consultants, including the audit
of IFCs over financial reporting by the Statutory Auditors and the reviews performed by
management and the relevant Board Committees, including the Audit Committee of Directors,
the Board is of the opinion that the Company's IFCs were adequate and effective during
FY23. Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its
knowledge and ability, confirm that:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with the proper explanation relating to the material
departure;
b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
c) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of theAct for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and are operating
effectively;
f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
29. BOARD AND COMMITTEES OF THE BOARD
29.1 Board Meetings
8 Board Meetings were held during the year under review. For further
details, please refer to the Report on Corporate Governance, which forms a part of this
Annual Report.
29.2 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 statutory
Committees constituted by the Board function according to their respective roles and
defined scope:
¦ Audit Committee
¦ Nomination and Remuneration Committee
¦ Corporate Social Responsibility Committee
¦ Stakeholders Relationship Committee
Details of composition, terms of reference and number of meetings held
for respective Committees are given in the Report on Corporate Governance, which forms a
part of this Annual Report.
The Company has adopted a Code of Conduct for its employees including
the Managing Director. In addition, the Company has adopted a Code of Conduct for its
Non-Executive Directors which includes the Code of Conduct for Independent Directors which
suitably incorporates the duties of Independent Directors as laid down in the Act. The
same can be accessed in Policy Tab of Investor Section at www.pakka.com. All Senior
Management personnel have
affirmed compliance with the Code of Conduct of the Company. The
Managing Director has also confirmed and certified the same. The certification is enclosed
as Annexure - I' at the end of the Report on Corporate Governance.
30. AUDITORS
30.1 STATUTORY AUDITORS
Under Section 139(2) of the Companies Act, 2013 and the Rules made
thereunder, it is mandatory to rotate the statutory auditors on completion of two terms of
five consecutive years and each such term would require approval of the shareholders. In
line with the requirements of the Companies Act, 2013, Statutory Auditor CNK &
Associates LLP, Chartered Accountants (ICAI Firm Registration Number 101961W/W-100036)
were re-appointed for the 2nd term as Statutory Auditor of the Company at the
42nd AGM held on 30th October, 2022 to hold office from the
conclusion of the said meeting till the conclusion of the 47th AGM to be held
in the year 2027.
During the year, the statutory auditors have confirmed that they
satisfy the independence criteria required under the Companies Act, 2013, the Code of
Ethics issued by the Institute of Chartered Accountants of India.
30.2 SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and rules made
thereunder, the Company has appointed Amit Gupta & Associates, Practicing Company
Secretaries (C.P.No.4682) to undertake the Secretarial Audit of the Company for the
financial year ended 31st March, 2023.
The Secretarial Audit Report confirms that the Company has complied
with the provisions of the Act, Rules, Regulations and Guidelines and that there were no
deviations or non-compliances. The Secretarial Audit Report is provided in 'Annexure - IV'
to this Report.
The Secretarial Audit Report does not contain any qualifications,
reservations, adverse remarks or disclaimers.
30.3 INTERNAL AUDITORS
The Board of Directors of the Company in its meeting held on 29th
April, 2022 has appointed Mahajan & Aibra, Chartered Accountants, Mumbai of the
Company as Internal Auditor of the Company for conducting the Internal Audit for the
financial year ended 31st March, 2023.
30.4 COST AUDITORS
As per the requirements of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company
is not required to appoint cost auditors and maintain cost records.
31. REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and / or Board under
Section 143(12) of Act and Rules framed thereunder.
32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your Company is a pioneer in propagating energy conservation and
operational efficiency with the objective of providing substantial benefit to customers in
the form of reduced emissions, pollutants and deliver cost effective and environment
friendly energy solutions.
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section134(3)(m) of the Companies
Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith
as Annexure - V' and forms an integral part of this Report.
Annual Report 2022-23
33. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company as on 31st
March, 2023 is available on the Company's website and can be accessed at
www.https://www.pakka.com/investors.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis, as required in terms of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
referred to as "Listing Regulations") is provided in a separate section and
forms an integral part of this Annual Report.
35. PARTICULARS OF EMPLOYEES
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF
THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION
OF MANAGERIAL PERSONNEL) RULES, 2014
The information required pursuant to Section 197(12) of the Act read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in respect of employees of the Company is as follows:
. The percentage increase in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer, Company Secretary during the financial year
2022-23, ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year 2022-23 and the comparison of remuneration
of each Key Managerial Personnel (KMP) against the performance of the Company are as
under:
Name of Directors / KMP |
Remuneration of the
Director / KMP in F.Y.2022-23 (Rs. In lakhs) |
Remuneration of the
Director / KMP in F.Y.2021-22 (Rs. In lakhs) |
% Increase in F.Y.2022-23
(Rs. In lakhs) |
Ratio (times) of the
remuneration of each director to the median remuneration of the employees |
Mr. Ved Krishna, Vice-Chairman |
2.67 |
48.11 |
- * |
0.59 |
Mr. Jagdeep Hira, Managing
Director (KMP) |
246.76 |
193.20 |
2772% |
54.32 |
Mr. Narendra Kumar Agrawal,
Director Works |
20.41 |
45.08 |
- * |
4.49 |
Mrs. Neetika Suryawanshi,
Chief Financial Officer (KMP) |
21.31 |
- |
- |
4.69 |
Mr. Sachin Kumar Srivastava,
Company Secretary & Compliance Officer (KMP) |
19.49 |
- |
- |
4.29 |
Mr. Jignesh Shah, Chief
Financial Officer (KMP) |
48.83 |
62.34 |
-21.67%* |
10.75 |
Ms. Bhavna Patel, Company
Secretary & Compliance Officer (KMP) |
6.79 |
19.51 |
-65.20%* |
1.49 |
*The figures are not comparable due to resigned / worked for part of
the financial year only.
ii. The median remuneration of employees of the Company during FY23 was
H4,54,303/- in comparison to H3,88,172/- during the FY22.
iii. In the financial year, there was an increase of 17.04% in the
median remuneration of employees;
iv. There were 464 permanent employees on the rolls of the Company
during the FY23 in comparison to 472 permanent employees on the rolls of the Company
during FY22.
v. Average percentage increase made in the salaries of employees other
than the managerial personnel in FY23 was 18.45 % whereas the decrease in the managerial
remuneration for the same financial year was 0.54%. The figures for managerial
remuneration are not comparable to last year due to appointment/changes made in managerial
person during the said period.
vi. The key parameters for the variable component of remuneration
availed by the directors are considered by the Board of Directors based on the
recommendations of the Human Resources, Schedule V of the Companies Act, 2013, Nomination
and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial
Personnel and other Employees; and
vii. It is hereby affirmed that the remuneration paid is as per the as
per the Schedule V of the Companies Act, 2013, Remuneration Policy for Directors, Key
Managerial Personnel and other Employees.
viii. Except Mr. Jagdeep Hira, Managing Director of the Company, no
other employee was employed throughout the financial year at an aggregate salary of
H1,02,00,000/- per annum.
ix. Except, Mr. Jagdeep Hira, Managing Director, no other employee was
employed for a part of the financial year at an aggregate salary of H8,50,000/- per month.
. Details of Top Ten employees of the company as required under Rule
5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
as amended vide Notification dated 30th June, 2016 by
Ministry of Corporate Affairs for the year ended 31st March, 2023:
Sl. No. Name
& Age |
Qualification |
Designation |
Date of Joining |
No. and % of equity shares
held |
Remuneration |
Previous
employment |
1 Mr Jagdeep Hira (51 Years, 2
Month) |
Bachelor of Engineering
Technology |
Managing
Director |
10/10/2016 |
Nil |
2,46,76,152 |
Trident Group Limited |
2 Mr Jignesh Vinodchandra Shah
(52 Years, 3 Month) |
Chartered Accountant |
Chief Financial Officer |
01/06/2020 |
Nil |
59,93,374 |
Gerresheimer |
3 Mr Narendra Kumar Agrawal (52
Years) |
Bachelor of Engineering |
Director Works |
15/12/2011 |
500 (0.00%) |
53,98,050 |
Century Paper and Pulp |
4 Mr Manoj Kumar Maurya (48
Years, 9 month) |
M.Com |
Commercial Head |
01/09/1998 |
Nil |
36,67,687 |
- | >
5 Thomas James (41 Years, 6
Month) |
BE & MBA |
Operations Head |
03/11/2022 |
Nil |
36,33,383 |
MRF Tyres |
6 Mr Neeraj Kamra (50 Years, 2
Month) |
PGDM in Pulp & Paper |
Production Head |
25/02/2019 |
Nil |
31,40,069 |
Shree Rishabh Paper |
7 Ms. Navina John (44 Years) |
Master in Human Resource
Management |
Admin & IR Head |
17/05/2018 |
Nil |
30,91,283 |
Muthoot Finance Ltd. |
8 Sachin Kumar Srivastava (38
years) |
CS, Cost Accountant, LLb, MBA,
PGDCA, M.Com |
Company Secretary & Legal
Head |
15/05/2006 |
100 |
24,49,145 |
|
9 Shailesh Singh (43 Years) |
Master in International Business |
Paper Sales Head |
23/01/2017 |
Nil |
23,59,652 |
- |
10 Anoop Kumar (42 Years) |
Diploma in Electrical
Engineering |
Electrical Head |
01/10/2016 |
Nil |
20,91,576 |
- |
*Mr. Jignesh Vinodchandra Shah resigned from the post of Chief
Financial Officer of the Company w.e.f. 24th November, 2022 and from the
Company w.e.f. 7th January, 2023
xi. No employee of the Company receiving remuneration part of the
financial year in excess of the amount drawn by the Managing Director No one was employed
throughout the financial year or part thereof receiving remuneration in excess of the
amount drawn by the Managing Director
36. COMPANIES WHICH CEASED TO BE HOLDING, SUBSIDIARY OR ASSOCIATE
COMPANY
During the year under review, no company ceased to be holding,
subsidiary or associate company of the Company.
37. INVESTOR EDUCATION AND PROTECTION FUND
During the year, the Company was not required to transfer any amount
and shares to Investor Education and Protection Fund ("IEPF").
38. CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and
Analysis Report describing the Company's objectives, projections, estimates, expectations
or predictions may be "forward-looking statements" within the meaning of
applicable securities laws and regulations. Actual results could differ materially from
those expressed or implied. Important factors that could make difference to the Company's
operations include raw material availability and its prices, cyclical demand and pricing
in the Company's principal markets, changes in Government regulations, Tax regimes,
economic developments within India and the countries in which the Company conducts
business and other ancillary factor.
39. GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following matters as there were no transactions on these matters during the
year under review:
¦ The details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as
at the end of the financial year, as no such proceedings initiated or pending.
¦ 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, as there was no instance of
onetime settlement with any Bank or Financial Institution.
40. ACKNOWLEDGEMENTS
On behalf of the Directors of the Company, I would like to place on
record our deep appreciation to our shareholders, customers, business partners, vendors
(both international and domestic), bankers, financial institutions and academic
institutions for all the support rendered during the year.
The Directors are thankful to the Government of India, the various
ministries of the State Governments, communities in the neighbourhood of our operations,
municipal authorities of Ayodhya, Uttar Pradesh and local authorities in areas where we
are operational in India; as also partners, governments and stakeholders in international
geographies where the Company operates, for all the support rendered during the year.
The Directors appreciate and value the contributions made by all our
Team Members and their families for making the Company what it is.
Place: Lucknow Date: 12th August, 2023
For and on Behalf of the Board
Pradeep Vasant Dhobale
Chairman DIN: 00274636
Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with
rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of
the financial statement of subsidiaries/associate companies/joint ventures
Part "A": Subsidiaries
(Information in respect of each subsidiary to be presented with amounts
in H)
I. Pakka Impact Limited
Sl. No. Particulars |
Details |
1. Name of the subsidiary |
Pakka Impact Limited |
2. Reporting period for the
subsidiary concerned, if different from the holding company's reporting period |
Not Applicable |
3. Reporting currency and
Exchange rate as on the last date of the relevant financial year in the case of foreign
subsidiaries |
Not Applicable |
4. Share capital |
2, 00,00,000 |
5. Reserves & surplus |
-3, 17,82,082 |
6. Total assets |
3, 19,40,598 |
7. Total Liabilities |
3, 19,40,598 |
8. Investments |
- |
9. Turnover |
21, 75,000 |
10. Profit/(loss) before
taxation |
-3, 17,82,082 |
11. Provision for taxation |
- |
12. Profit after taxation |
-3, 17,82,082 |
13. Proposed Dividend |
- |
14. % of shareholding |
97.50% |
Pakka Inc, an USA based Company
Sl. No. Particulars |
Details |
1. Name of the subsidiary |
Pakka Inc, an USA based
Company |
2. Reporting period for the
subsidiary concerned, if different from the holding company's reporting period |
Not Applicable |
3. Reporting currency and
Exchange rate as on the last date of the relevant financial year in the case of foreign
subsidiaries |
1 USD = 82.2169 |
4. Share capital |
3,76,01,000 |
5. Reserves & surplus |
-6,34,96,894 |
6. Total assets |
2,48,46,974 |
7. Total Liabilities |
2,48,46,974 |
8. Investments |
- |
9. Turnover |
- |
10. Profit/(loss) before
taxation |
-3,91,12,062 |
11. Provision for taxation |
- |
12. Profit after taxation |
-3,91,12,062 |
13. Proposed Dividend |
- |
14 . % of
shareholding |
100% |
III. Pakka Pte Ltd, a Singapore based Company
Sl. No. Particulars |
Details |
1. Name of the subsidiary |
Pakka Pte Ltd, a Singapore
based Company |
2. Reporting period for the
subsidiary concerned, if different from the holding company's reporting period |
Not Applicable |
3. Reporting currency and
Exchange rate as on the last date of the relevant financial year in the case of foreign
subsidiaries |
1 SGD = 61.7543 |
4. Share capital |
1,72,73,550 |
5. Reserves & surplus |
-12,18,716 |
6. Total assets |
1,73,30,295 |
7. Total Liabilities |
1,73,30,295 |
8. Investments |
- |
9. Turnover |
2,11,004 |
10. Profit/(loss) before
taxation |
-12,18,716 |
11. Provision for taxation |
- |
12. Profit after taxation |
-12,18,716 |
13. Proposed Dividend |
- |
14. % of shareholding |
100% |
ESOP Certificate
[PURSUANT TO REGULATION 13 OF THE SECURITIES AND EXCHANGE BOARD OF
INDIA (SHARE BASES EMPLOYEE BENEFITS
AND SWEAT EQUITY REGULATIONS, 2021]
The Board of Directors,
Yash Pakka Limited,
(CIN -L24231UP1981PLC005294)
2nd Floor, 24/57 Birhana Road,
Kanpur, Uttar Pradesh - 208001
Dear Sir(s)
Sub: Secretarial Auditor's Certificate for the Year ended March
31, 2023, in accordance with Regulation 13 of the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat equity) Regulations, 2021.
We have examined the records and documents maintained by Yash Pakka
Limited ("the Company") and based on the information and explanations given to
us and to the best of our knowledge and belied, We confirm that the following schemes of
the Company for the year ended March 31, 2023 have been implemented in accordance with the
provisions of the Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat equity) Regulations, 2021, as amended and in accordance with the respective
resolutions of the Company passed in the general meeting.
Sr. No. Scheme |
Details of Shareholders
meeting regarding approval/amendment of the Scheme |
1. YASH TEAM STOCK OPTION
PLAN - 2021 |
May 06, 2022 |
This Certificate has been issued on the request of the management of
the Company and is solely for the purposes as stated in Regulation 13 of the Securities
and Exchange Board of India (Share Based Employee Benefits and Sweat equity) Regulations,
2021. This certificate should not be used for any other purposes.
For Amit Gupta & Associates Company Secretaries
Amit Gupta Proprietor
Membership No. : F5478 C. P. No. 4682
UDIN - F005478E000433059 Date: May 30, 2023 Place: Lucknow
Report on Corporate Social Responsibility
1. Brief outline on CSR Policy of the Company
The CSR projects of the Company are focused on communities that are
disadvantaged, vulnerable and marginalized. The Company strives to contribute positively
to improve their standard of living, through its interventions in Education, Skill
development, Employment, health and sanitation.
The Company's CSR Policy as available on www.pakka.com under Policy tab
of Investor Section framework details the mechanisms for undertaking various programmes in
accordance with Section 135 of the Companies Act, 2013 (the Act) for the benefit of the
community.
2. Composition of the CSR Committee
Sr. No Name
of Director |
Designation / Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1. Mrs. Kimberly Ann McArthur |
Chairperson (Promoter
Director) |
1 |
1 |
2. Dr. Indroneel Banerjee |
Vice-Chairperson (Independent
Director) |
1 |
1 |
3. Mr. Ved Krishna |
Member (Promoter Director) |
1 |
1 |
4. Mrs. Manjula Jhunjhunwala |
Member (Promoter Director) |
1 |
1 |
3. Provide the web-link where Composition of CSR committee, CSR Policy
and CSR projects approved by the board are disclosed on the website of the Company
The Composition of the CSR Committee, CSR Policy Framework and CSR
Projects approved by the Board are available in the Investor Section on the website
https:// pakka.com/investors/ of the Company.
4. Provide the details of Impact assessment of CSR projects carried out
in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, if applicable (attach the report).
The provisions regarding Impact assessment of CSR projects carried out
in pursuance to sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 are not applicable to the Company.
5. Details of the amount available for set off in pursuance of sub-rule
(3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and
amount required for set off for the financial year, if any
Sr. No Financial Year |
Amount available for
set-off from preceding financial years (In lakhs) |
Amount required to be set
off for the financial year, if any (In lakhs) |
1. 2022-23 |
- |
- |
6. Average net profit of the Company as per Section 135(5): H79.31
Lakhs.
7. (a) Two percent of average net profit of the Company as per
section 135(5): H79.31 Lakhs.
(b) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years: NIL
(c) Amount required to be set off for the financial year, if any: NIL
(d) Total CSR obligation for the financial year (7a+7b-7c): 79.31 Lakhs
8. (a) CSR amount spent or unspent for the financial year:
The Company was required to spend an amount of H79.31 lakhs as
CSR expenditure during FY2023.
Total Amount Spent
for the Financial Year (H in Lakhs.) |
Total Amount
transferred to Unspent CSR Account as per |
Amount Unspent
Amount transferred to any fund specified under Schedule VII as per second
proviso to section 135(5) Name of the Fund Amount Date of transfer |
Amount |
Date of transfer |
137.75 |
NIL |
- |
- NIL - |
b) Details of CSR amount spent against ongoing projects for the
financial year:
Sl. No. |
Name of
the Project |
Item from the
list of activities in schedule VII to the Act |
Local Area
(Yes/ No) |
Location of
the Project |
Project duration
(in years) |
Amount allocated
for the |
Amount spent
in the Current |
Amount trans-
ferred to Unspent CSR Account for the |
Mode of Imple-
men- |
Mode of
Implementation - Through Implementing Agency |
State |
District |
|
project (in
H) |
Financial Year
(in H) |
project as per
section 135(6) (in H) |
tation -
Direct (Yes/ No) |
Name |
CSR registration number |
Not Applicable |
C. Details of CSR amount spent against other than ongoing projects for
the financial year:
Sl.
No. |
Name of the Project |
Item from the list of
activities in Schedule VII to the Act |
Local
Area
(Yes/No) |
Location of the Project
State District |
Location of the Project |
Mode of Implementation -
Direct (Yes/No) |
Mode of Implementation -
Through Implementing Agency Name CSR registration number |
1 |
Woman Education and Water
Conservation |
(i) and (ii) |
Yes |
Uttar Ayodhya Pradesh |
137.75 |
No |
Pakka Foundation CSR00010697
(Earlier known as K. K.
Charitable Foundation) |
d. Amount spent in Administrative Overheads: NIL
e. Amount spent on Impact Assessment, if applicable: NIL
f. Total amount spent for the Financial Year (8b+8c+8d+8e): H137.75
Lakhs. g. Excess amount for set off, if any: N.A.
Sl. Particulars |
Amount |
No. |
(Rs. In lakhs) |
(i) 2% of average net profit of
the company as per section 135(5) |
79.31 |
Amount available for set-off from
preceding financial year 2021-22 |
- |
Amount required to be spent in
the financial year 2022-23 |
79.31 |
(ii) Total amount spent for the
financial year |
137.75 |
(iii) Excess amount spent for the
financial year [(ii)-(i)] |
NIL |
(iv) Surplus arising out of the
CSR projects or programmes or activities. of the previous financial years, if any |
NIL |
(v) Amount available for set off
in succeeding financial years[(iii)-(iv)] |
58.44 |
9. (a) Details of unspent CSR amount for the preceding three
financial years:
Sl. Preceding No. Financial
Year |
Amount transferred to Unspent
CSR Account under section 135 (6) (in H) |
Amount Spent in the reporting
Financial Year (in H) |
Amount transferred to any
fund specified under Schedule VII as per section 135(6) if any
Name of the Amount Date of Fund (in H) Transfer |
Amount remaining to be
spent in succeeding financial Years (in H) |
Not Applicable |
(b) Details of CSR amount spent in the financial year for ongoing
projects of the preceding financial year(s): NA
Sl. Project ID Name of the No.
Project |
Financial Year in which
the project was commenced |
Project
duration |
Total amount spent on the
allocated for the project in the reporting project (in H) financial year (in H). |
Cumulative amount spent at
the end of reporting financial year (in H) |
Status of the project -
Completed / On-going |
Not Applicable |
10. In case of creation or acquisition of capital asset, furnish the
details relating to the asset so created or acquired through CSR spent in the financial
year. (asset-wise details)
a) Date of creation or acquisition of the capital asset(s) - NA
b) Amount of CSR spent for creation or acquisition of capital asset -
Nil
c) Details of the entity or public authority or beneficiary under whose
name such capital asset is registered, their address etc. - NA
d) Provide details of the capital asset(s), created or acquired
(including complete address and location of the capital asset). NA
11. Specify the reason(s), if the company has failed to spend 2% of the
average net profit as per section 135(5) - Not Applicable
Jagdeep Hira
Managing Director
DIN: 07639849 Place: Lucknow Date: 12th
August, 2023
Dr. Indroneel Banerjee
Vice-Chairperson CSR Committee DIN: 06404397 Place: Lucknow
Form No. Mr.3 Secretarial Audit Report
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of
the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
Yash Pakka Limited,
(CIN -L24231UP1981PLC005294)
2nd Floor, 24/57 Birhana Road,
Kanpur, Uttar Pradesh - 208001
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by M/s Yash Pakka
Limited (CIN - L24231UP1981PLC005294) (hereinafter referred as "the
Company"). Secretarial Audit was conducted in a manner that provided us a reasonable
basis for evaluating the corporate conducts/statutory compliances and expressing our
opinion thereon.
Based on our verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit,
We hereby report that in our opinion
i. The Company has, during the audit period covering the financial year
ended on 31st March, 2023 complied with the statutory provisions listed
hereunder; and also
ii. The Company has proper Board-processes and compliance-mechanism in
place to the extent, in the manner and subject to the reporting made hereinafter.
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2023 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made there under;
ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the
rules made there under;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed
there under;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations
made there under to the extent of Foreign Direct Investment, Overseas Direct Investment
and External Commercial Borrowings;
v. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-
a) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations");
b) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 ("ICDR Regulations");
c) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations");
d) The Securities and Exchange Board of India (Buyback of
Securities) Regulations, 2018 ("Buyback Regulations") - (Not applicable to the
listed entity during the review period);
e) The Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, Regulations 2021 ("SBEB Regulations");
f) The Securities and Exchange Board of India (Issue and Listing of
NonConvertible and Redeemable Preference Shares) Regulations, 2021 ("Nonconvertible
Securities Regulations") - (Not applicable to the listed entity during the review
period);
g) The Exchange Board of India (Delisting of Equity Shares)
Regulations, 2021 ("Delisting Regulations") - Not applicable as the listed
entity has not made any delisting during the year under report;
h) Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
i) Securities and Exchange Board of India (Registrars to an Issue and
Share Transfer Agents) Regulations, 1993 regarding the Companies and dealing with client -
Not applicable as the listed entity is not registered as Registrar to Issue and Share
Transfer Agent during the financial year under review;
j) Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018 ("DP Regulations");
vi. The following other laws on account of the nature of industry are
specifically applicable to the Company:
(a) The Boilers Act, 1923;
(b) The Explosives Act, 1884;
(c) Acts and Rules prescribed under prevention and control of
pollution;
We have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards issued by the Institute of Company
Secretaries of India; and
(ii) Listing Agreement entered into by the Company with BSE Limited,
During the period under review, the Company has complied with the
provisions of the Act, and the Rules, Regulations, Guidelines, Standards, etc. mentioned
above.
We further report that:
¦ The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
The changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act.,
¦ Adequate notice is given to all directors to convene the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and
a system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting for meaningful participation at the meeting.
¦ Majority decisions are carried through, while the dissenting
members' views, if any, are captured and recorded as part of the minutes.
We further report that the systems and processes in the Company
require further strengthening and improvements, considering the size and operations of the
Company to enable better monitoring and ensuring of timely compliance with applicable
laws, rules, regulations and guidelines.
We further report that during the audit period there were following
material event having bearing on the affairs of the Company:
(i) Hon'ble National Company Law Tribunal (NCLT), Allahabad Bench vide
its order dated 18.04.2022 (certified true copy issued on 20.04.2022) has approved a
Scheme of Merger by Absorption of Yash Compostables Limited ("YCL" or the
"Transferor Company") and Yash Pakka Limited ("YPL" or
"Transferee Company") and their respective shareholders with appointed date of
01.04.2020, in termsof the provisions of Sections 230 to 232 and other applicable
provisions of the Companies Act, 2013 read with the Rules framed thereunder;
(ii) The shareholders of the Company in their extra ordinary general
meeting held on May 06, 2022 approved the new Scheme 'YASH TEAM STOCK OPTION PLAN - 2021'
('TSOP'/ 'Plan'), in supersession of earlier special resolution passed by the Shareholders
of the Company in 39th Annual General Meeting held on 20th September,
2019 and further modification approved in the 40th meeting held on October 31,
2020. During the financial year 2022-23 the Company has granted 14,16,600 stock options of
the Company to the eligible employees in terms of TSOP.
(iii) A case under the Environment (Protection) Act, 1986 before the
Hon'ble National Green Tribunal, Principal Bench, New Delhi vide O.A. No. 116/2014 titled
as Meera Shukla V. Municipal Corporation, Gorakhpur has been disposed off vide order dated
September 13, 2022, however the recovery certificate of H40.80 lacs as an Environmental
Compensation issued by Uttar Pradesh Pollution Control Board in compliance of order dated
27.09.2019 passed by the Hon'ble National Green Tribunal, Principal Bench, New Delhi in
aforesaid case, continues stayed in
terms of order dated 14.01.2020 passed by the Hon'ble High Court of
Judicature at Allahabad, Lucknow Bench, Lucknow in Case No. MISB 866 of 2020 titled as
Yash Pakka Limited Vs. U. P. Pollution Control Board & Others.
For Amit Gupta & Associates Company Secretaries
OiQ'f*
Amit Gupta Proprietor
Membership No. : F5478 C.P. No. 4682
UDIN - F005478 D000778877 Date: May 30, 2023 Place: Lucknow
Note: This report should be read with the letter of even date by the
Secretarial Auditors.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earning and Outgo Etc:
Information on conservation of Energy, Technology absorption, Foreign
Exchange earnings and outgo required to be disclosed under Section 134 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided hereunder:
1. CONSERVATION OF ENERGY
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO ETC:
Information on conservation of Energy, Technology absorption, Foreign
Exchange earnings and outgo required to be disclosed under Section 134 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided hereunder:
2. CONSERVATION OF ENERGY
(A) ENERGY CONSERVATION MEASURES TAKEN
I. ETP sump pit pump replaced with energy efficient pump.
II. PP1 cooling water pumps replaced with energy efficient pump.
III. Installation of FRP blade in PP-2 cooling tower fan.
IV. Installation of VFD on PP1 cooling tower Fan
V. Tableware vacuum pumps replaced from 250 KW to 160 KW
VI. Tableware vacuum pump line modification
VII. Steam traps replacement in PM3 HMP heater
VIII. Broke tower agitator motor size reduction from 22 Kw to 18.5 Kw
(B) ADDITIONAL INVESTMENT AND PROPOSALS, IF ANY, BEING IMPLEMENTED FOR
REDUCTION OF CONSUMPTION OF ENERGY
I. Installation of VFD on pulp mill caustic pump.
II. Micro turbine for 65 to 14 kg/cm2 PRDS.
III. Installation of VFD on PP2.
IV. PM-3 vacuum pump replacement on felt with a single vacuum pump.
V. Installation of FRP blades on chemical recovery evaporator cooling
tower fans.
VI. Installation of online oxygen analyzer and optimize excess air in
boiler 5
VII. Replacement of MPS pump with energy efficient pump
VIII. Downsize of UTM agitator Pulper motor in PM3
IX. Installation of pressure based VFD on BSW 1,2&4 dilution pump
X. Installation of level control loop VFD on Hypo Tower pump
XI. Installation of level control loop VFD on Alkali tower pump
XII. Replacement of 132KW,975 RPM motor of TDR by 110 KW,750 RPM.
XIII. Steams trap replacement in Recovery boiler air preheaters.
(C) IMPACT OF THE MEASURES OF THE ABOVE
I. Reduction of power from 1073 KW/MT to 939 KW/MT of Paper.
II. Reduction of steam from 10.62 MT/MT to 9.81 MT/MT of Paper.
III. Reduction of power from 5542 KW/MT to 5127 KW/MT of Moulded
(Tableware) Products.
(D) TOTAL ENERGY CONSUMPTION AND ENERGY CONSUMPTION PER UNIT OF
PRODUCTION AS PER PRESCRIBED FORM A OF THE ANNEXURES IN RESPECT OF THE INDUSTRIES
SPECIFIED IN THE SCHEDULE THERETO.
I. POWER AND FUEL CONSUMPTION
Particulars |
Current Year |
Previous Year |
|
31.03.2023 |
31.03.2022 |
(a) Electricity
(i) Purchased Unit
(lakhs) |
37.53 |
Nil |
Total Amount (Rs. In lakhs) |
322.57 |
Nil |
Rate / Unit (H) |
8.59 |
Nil |
(ii) Own generation |
Nil |
Nil |
Through Diesel Generator
Unit (lakhs) |
3.48 |
1.37 |
Unit per litter of Diesel Oil |
3.10 |
3.12 |
Cost / Unit (H) |
29.56 |
24.36 |
Through Steam Turbine
Unit (lakhs) |
608.73 |
613.88 |
Unit per MT of fuel (Paddy
husk) |
1367 |
1197 |
Cost / Unit (H) |
4.40 |
2.42 |
Notes: *Steam Turbine is extraction cum condensing type hence fuel
allocation is on estimated basis.
Particulars |
Current Year 31.03.2023 |
Previous Year 31.03.2022 |
(a) Coal Quantity (MT) |
Nil |
Nil |
(b) Furnace Oil Quantity
(Kilo litre) |
Nil |
Nil |
(i) Paddy Husk Quantity
(MT) |
91559 |
102280 |
Total Cost (Rs. In lakhs) |
5504.77 |
2961.45 |
Average Rate (H) |
6012 |
2895 |
(ii) Baggase / Pith
Quantity (MT) |
51173 |
30695 |
Total Cost (Rs. In lakhs) |
1362.33 |
475.24 |
Average Rate (H) |
2662.00 |
1548.24 |
II. CONSUMPTION PER UNIT OF PRODUCTION
a. Paper (Including Egg Tray & Pith Pallets)
Particulars |
UOM |
Current Year |
Previous Year |
|
|
31.03.2023 |
31.03.2022 |
Electricity |
Units |
1073 |
1091 |
Furnace Oil |
Litre |
Nil |
Nil |
Coal |
MT |
Nil |
Nil |
Paddy Husk |
MT |
1.35* |
1.35* |
Baggase Pith |
MT |
3.00* |
3.00* |
b. Moulded (Tableware) Products
Particulars |
UOM |
Current Year |
Previous Year |
|
|
31.03.2023 |
31.03.2022 |
Electricity |
Units |
5606 |
5542 |
(E) STEPS TAKEN BY THE COMPANY FOR UTILIZING ALTERNATE SOURCE OF
ENERGY.
Since inception the Company is using Biomass as a fuel for generating
the Steam. In year 1995, the Company installed a 2.5 MW and in 2007, a 6 MW cogeneration
power plant using biomass (rice husk and pith) as fuel. The Company has also installed a
Black liquor (Pollutant generated during pulping of Agro waste raw material) fired Boiler,
generating steam and thereby power.
(F) CAPITAL INVESTMENTS ON ENERGY CONSERVATION EQUIPMENTS.
Total Capital investment on energy conservation equipment during FY23
is approximate 21,00,000/-
3. TECHNOLOGY ABSORPTION
EFFORTS MADE IN TECHNOLOGY ABSORPTION AS PER PRESCRIBED FORM B of the
Annexure.
(A) Specific areas in which R & D & Innovation is carried out
by the Company R&D
I. Successful production of high Burst factor (33+) paper at PM-3.
II. Optimisation of pulping & papermaking parameters &
successful production of certain grades of Kraft paper without long fibre.
III. Lab evaluation of different grades of Oil & Grease resistance
chemicals for paper.
IV. Lab evaluation of Bagasse to generate seasonal trends for Strength
properties.
V. Lab evaluation of different types of Retention Aids, Drainage aids
& plant trial for optimisation.
VI. Lab evaluation & plant scale trial of colour removal chemicals
at Effluent Treatment plant.
VII. Lab evaluation of different types of Dry Strength Additives.
VIII. Lab evaluation & plant scale trial of Bio based Cooking Aids
for Food grade application.
IX. Lab evaluation & plant trials of DEP dark shade paper.
X. Plant trials of removal of moisture from lime sludge ~18%.
XI. Plant trials of Strength improvement in Egg trays.
XII. Chemical cost reduction in overall process.
XIII. Plant trials for biodegradable packaging in Reels.
XIV. Pilot plant trials for black liquor viscosity reduction.
Innovation
I. Flexi pack trial using different grades of paper and biopolymers.
II. Trial for the manufacturing of cutlery and carry bags from mineral
pellets.
III. Trial and validation on the water absorption reduction for
delivery containers
IV. Exploration of the chemical (wet end / dry end) for PFAS free
delivery containers.
(B) Benefits derived as a result of the above R & D
Above efforts have resulted in quality improvements, cost reduction,
better
realization, waste reduction.
High moisture barrier property for flexi pack, patent filed for flexi
pack, successful pilot trials for injection molded spoon using lime sludge, reduced water
absorption percentage for delivery containers.
(C) Future plan of action R&D
¦ Development of High strength paper 035)
¦ Development of grease proof paper for Flexible packaging.
¦ Adoption of Compostable packaging
¦ Scientific disposal of lime sludge
¦ Check bagasse strength & yield with seasoning &
without seasoning.
¦ Establishment of ant scale at pulp mill
¦ From raw material to paper machine monitor all centric leaner
& rejects point at pulpmill to make a material balance to know how much good fiber we
are loosing.
¦ Optimisation of Retention aid & drainage programme
¦ Optimisation of PFAS free chemicals for moulded products.
¦ Removal of colour from back water at Paper machine.
Innovation
I. Development and exploration of coating material for high water /
oxygen barrier properties for flexi pack.
II. Development of delivery containers with less water absorption
percentage and good retention time.
III. Validation of delivery container with reduced water absorption
percentage at different places / pan India.
IV. Exploration of dried lime sludge for thermoformed articles.
V. Utilization of lime sludge for the development of heat resistant
cutlery.
VI. High strength and burst factor paper of carry or wrap
VII. Exploration of potato starch for value added applications.
VIII. Exploring home compostable options for cutlery. (Rs. In lakhs)
S. No. Particulars |
Current Year 31.03.2023 |
Previous Year 31.03.2022 |
1. Capital |
- |
- |
2. Recurring |
44.31 |
84.79 |
3. Total |
44.31 |
84.79 |
4. Total R & D Expenditure as
a percentage of total Turnover |
0.11% |
0.29% |
(E) Technology absorption, adaptation and innovation
I. Efforts, in brief, made towards technology absorption, adaptation
and innovation:-
a. Pope reel replacement at PM-1 with improved technology.
b. Hot air heater at PM-1.
c. Grinding & coating of MG cylinder at PM-1 & PM-2.
d. Ceramic tops for wire table at PM-3.
e. Replace Refiner disks at PM-1 & PM-2 with new design (fine Bar).
f Usage of clarified back water in Hi pressure showers at PM-3.
II. Benefits derived as a result of the above efforts e.g. Product
improvement, cost reduction, product development, import substitution etc.:-
Improvement in existing process and product quality, less qualities
variations, improved productivity, cost reduction and reduction in use of imported
softwood pulp, reduction in fresh water consumption
a. PM-1 reel winding improvement and wastage reduction.
b. Air temperature rise with the same energy consumption.
c. MG surface improvement resulting in Paper quality enhancement.
d. PM-3 wire table drainage and paper formation improvement.
e. Fibre strength improvement with less cutting& more fibrillation.
f Fresh water reduction at PM-3 by using clarified machine back water
for felt conditioning Hi pr showers.
III. Imported Technology (Imported during the last five years reckoned
from the beginning of the financial year)
Not Applicable
4. FOREIGN EXCHANGE EARNING AND OUTGO
Activities relating to exports; initiatives taken to increase exports;
development of new export markets for products and services; and export plans;
The Company has continued thrust on exports.
Total foreign exchange used and earned
S. Particulars |
Current Year |
Previous Year |
No. |
31.03.2023 |
31.03.2022 |
1. Used |
26,18,34,674 |
41,74,64,769 |
2. Earned |
92,85,42,342 |
67,89,83,695 |
To,
The Members,
Yash Pakka Limited,
(CIN -L24231UP1981PLC005294) 2nd Floor, 24/57 Birhana Road,
Kanpur, Uttar Pradesh - 208001
Our Report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate
to obtain reasonable assurance about the correctness of the contents of the secretarial
records. The verification was done on test basis to ensure that correct facts are
reflected in secretarial records. We believe that the processes and practices, we followed
provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and books of accounts of the Company.
4. Wherever required, we have obtained the management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedure on test basis.
6. The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
For Amit Gupta & Associates Company Secretaries
Amit Gupta Proprietor
Membership No. : F5478 C.P. No. 4682
UDIN - F005478 D000778877 Date: May 30, 2023 Place: Lucknow
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