Yash Pakka Ltd
Directors Reports
Dear Members,
The Directors have pleasure in presenting their 41st Annual Report and
Audited Financial Statements for the year ended 31st March 2022.
1. Financial Results:
(Rs In Lakhs)
|
Standalone |
Consolidated |
| Particulars |
For the year ended March 31 |
For the year ended March 31 |
|
2022 |
2021 |
2022 |
2021 |
| I. Revenue from operations |
29,108.63 |
18,365.09 |
29,108.63 |
- |
| II. Other income |
813.25 |
1,132.87 |
813.25 |
- |
| III. Total Income |
29,921.88 |
19,497.96 |
29,921.88 |
- |
| IV. Expenses |
|
|
|
|
| Cost of materials consumed |
11,746.92 |
7,009.69 |
11,746.92 |
- |
| Purchase of stock-in-trade |
6.18 |
3.87 |
6.18 |
- |
| Changes in inventories of finished goods, work-in-progress
and stock-in-trade |
(124.56) |
157.37 |
(124.56) |
- |
| Employee benefits expenses |
3,557.01 |
2,794.32 |
3,736.38 |
- |
| Finance costs |
936.26 |
1,094.53 |
939.62 |
- |
| Depreciation and amortization expenses |
1,021.54 |
965.93 |
1,021.54 |
- |
| Other expenses |
7,409.21 |
5,179.13 |
7,475.48 |
- |
| Total Expenses (IV) |
24,552.56 |
17,204.84 |
24,801.56 |
- |
| V. Profit before Tax (MI - IV) |
5,369.32 |
2,293.12 |
5,120.32 |
- |
| VI. Tax expense: |
|
|
|
|
| 1. Current tax |
980.00 |
411.50 |
980.00 |
- |
| 2. Deferred tax |
565.11 |
209.51 |
565.11 |
- |
| 3. Tax adjustments relating to earlier years |
4.19 |
- |
4.19 |
|
| VII. Profit for the period (V - VI) |
3,820.02 |
1,672.11 |
3,571.02 |
|
| VIII. Other comprehensive income |
- |
|
|
|
| (i) Items that will not be reclassified to profit or loss
Re-measurements of the defined benefit plans |
(67.51) |
31.91 |
(67.51) |
- |
| (i) Income tax related to items that will not be reclassified
to profit or loss |
19.66 |
(9.29) |
19.66 |
|
| (i) Foreign Currency Transition Reserve |
- |
- |
(0.71) |
- |
| Sub Total |
(47.85) |
22.62 |
(48.56) |
|
| IX. Total comprehensive income for the period (VII - VIII) |
3,772.17 |
1,694.73 |
3,522.46 |
|
| X. Earnings per equity share |
|
|
|
|
| 1. Basic |
10.03 |
4.74 |
9.38 |
- |
| 2. Diluted |
10.03 |
4.74 |
9.38 |
- |
2. PERFORMANCE REVIEW
2.1 CONSOLIDATED
The Operative Revenue stood at Rs 29,108.63 lakhs in FY22 on a
consolidated basis. The Consolidated Profit after tax in FY22 was at Rs 3,571.02 lakhs.
2.2 STANDALONE
The Operative Revenue stood at Rs 29,108.63 lakhs in FY22 compared to
Rs 18,365.09 lakhs in FY21 on a standalone basis. There was increase of 58% in Operative
Revenue in comparison to last financial year. The Standalone Profit after tax in FY22 was
at Rs 3,820.02 lakhs compared to Rs 1672.11 lakhs in FY21. There was increase of 128.46%
in standalone profit after tax.
2.3 PRODUCTION AND SALES
Your Company has reported following production and sales :
|
|
Productions |
Sales |
| Name of Products |
Unit of Measurement |
Current Year 31.03.2022 |
Previous Year 31.03.2021 |
Current Year 31.03.2022 |
Previous Year 31.03.2021 |
| Kraft Paper |
MT |
22,824 |
17,246 |
22,332 |
17,381 |
| Poster Paper |
MT |
16,315 |
11,021 |
16,183 |
11,486 |
| Total Paper |
MT |
39,139 |
28,267 |
38,515 |
28,867 |
| Pulp |
MT |
8,872 |
3,791 |
8,815 |
3,317 |
| Moulded (Tableware) Products |
MT |
1,630 |
1,194.66 |
1,596 |
1,071.94 |
| Pith Pallet |
MT |
6,639 |
4,806 |
4,934 |
3,676 |
| Egg Tray |
Pieces in Lakhs |
117.08 |
95.00 |
117.37 |
95.45 |
2.4 ANNUAL PERFORMANCE
Details of your Company's annual performance is 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.yashpakka.com.
3. DIVIDEND
Based on the Company's performance, the
Directors have recommended a final dividend of 20% (Rs 2 per equity
share) for the year ended March 31, 2022 subject to approval of the members at ensuing
Annual General Meeting.
(Rs In lakhs)
| Particulars |
As at 31st March, 2022 |
As at 31st March, 2021 |
| Final Dividend for the year ended Re. 2 per share (P.Y. Nil) |
761.57 |
352.40 |
| Total |
761.57 |
352.40 |
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 Rs 761.57/- lakhs.
4. TRANSFER TO RESERVES
As per Standalone financials, the net movement in the reserves of the
Company for FY22 and FY21 is as follows:-
(Rs In lakhs)
| Particulars |
As at 31st March, 2022 |
As at 31st March, 2021 |
| Capital Reserve |
37.32 |
37.32 |
| Securities Premium |
1,172.16 |
1,172.16 |
| General Reserve |
550.00 |
550.00 |
| Retained Earnings |
11,307.74 |
7,785.56 |
| Other Comprehensive Income |
(111.57) |
(63.72) |
5. SUBSIDIARIES/JOINT VENTURES/
ASSOCIATES
We, along with our subsidiaries, provide manufacturing, consulting,
technology, outsourcing and marketing services. At the beginning of the year, we had 1
direct subsidiary (wholly owned subsidiary) i.e., Pakka Inc, an USA based Company. The
financial transactions of the said subsidiary during the year are included in the
Consolidated financial statements of the Company.
During the year under review, 50,000 equity shares of US$ 10 each have
been allotted to 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 FY22.
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.yashpakka.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. yashpakka.com.
6. SHARE CAPITAL
The authorized share capital of the Company was Rs 6,000 lakhs divided
into 560 lakhs equity shares of Rs 10 each and 4 lakhs preference share capital of Rs 100
each as on March 31, 2022. However, the authorized share capital increased to Rs 6,005
lakhs on account of merger of Yash Compostables Limited into the Company.
The paid up Equity Share Capital of the Company as on March 31, 2022
was Rs 3,524 lakhs. The paid up Equity Share Capital of the Company was increased to Rs
3807.85 lakhs on May 13, 2022 on account of merger of Yash Compostables Limited. The paid
up Equity Share Capital of the Company is Rs 3807.85 lakhs on August 10, 2022 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 2021-22 and
2022-23 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
modification approved in the 40th Annual General Meeting held on October 31, 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 supersession 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 tranches, 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 supersession 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 Rs 10 (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 Rs 82.21 (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.yashpakka.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 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 FY22, 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 COMPANY?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 Rs 10/- each of Yash 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 Rs 10/- each of Yash Pakka Limited to the Shareholders of
Yash Compostables Limited for every 1 (One) Equity Share of Face Value of Rs 10/- 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. yashpakkka.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 01.04.2021 |
Received during FY 2021-22 |
Redressed during FY 2021-22 |
Closing as on 31.03.2022 |
| 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 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.yashpakka.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. yashpakka.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 Rs 47 Lakhs for its CSR activities.
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
During the year under review, Mr. Ved Krishna, Executive Vice-Chairman
(DIN: 00182260) was re-designated as Vice-Chairman (NonExecutive) w.e.f. July 1, 2021 in
the Board Meeting held on June 30, 2021.
Further at the 41st Annual General Meeting of the Company held on
September 30, 2021, the Members approved the re-appointment of Mrs. Manjula Jhunjhunwala
(DIN: 00192901) who retired by rotation and being eligible for appointment has been
reappointed as NonExecutive Director of the Company.
Further, Mr. Shrinivas Vishnubhatla (DIN: 07274232), Independent
Director of the Company has resigned with effect from February 11, 2022 due to certain
urgent personal pressing engagements.
Further, the Members of the Company at their Extra Ordinary General
Meeting held on May 6, 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 July 30, 2022 due to personal and
unavoidable circumstances.
Further, the Members of the Company at their Extra Ordinary General
meeting held on May 6, 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 May 6, 2022 had also approved the appointment of Mr. Ved Krishna as Vice
Chairman (NonExecutive) of the Company.
In accordance with the requirements of the Act and the Company's
Articles of Association, Mr. Jagdeep Hira (DIN: 07639849), Managing Director of the
Company, retires by rotation is eligible for re-appointment. Members' approval is being
sought at the ensuing AGM for his reappointment.
The Board of Directors of the Company has recommended re-appointment of
Mr. Basant
Kumar Khaitan (DIN: 00117129) for the 2nd term as an Independent
Directors at the ensuing annual general meeting.
24.2 CHANGES IN KEY MANAGERIAL PERSONNEL
There is no change 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 1st August, 2022.
Mr. Sachin Kumar Srivastava (Membership No.F11111), Legal Head of the
Company has been appointed on the post of Company Secretary & Compliance Officer with
effect from August 10, 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.
yashpakka.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
Non-Independent 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 January 5, 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. yashpakka.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
FY22. 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 the Act 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
5 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
NonExecutive Directors which includes 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.yashpakka.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 M/s CNK &
Associates LLP, Chartered Accountants (ICAI Firm Registration Number 101961W/W-100036)
were appointed as Statutory Auditor of the Company at the 37th AGM held on September 2,
2017 to hold office from the conclusion of the said meeting till the conclusion of the
42nd AGM to be held in the year 2022. The term of office of M/s CNK & Associates LLP,
as Statutory Auditors of the Company will conclude from the close of the forthcoming AGM
of the Company.
The Board of Directors of the Company, based on the recommendation of
the audit committee, at its meeting held on April 5, 2022, reappointed M/s CNK &
Associates LLP, Chartered Accountants (ICAI Firm Registration Number 101961W/W-100036) as
the Statutory Auditor of the Company to hold office for a second term of five consecutive
years from the conclusion of the 42nd AGM till the conclusion of the 47th AGM to be held
in the year 2027 and will be placed for the approval of the shareholders at the ensuing
AGM.
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.
The Board recommends their reappointment to the shareholders. The
notice convening the 42nd AGM to be held on 30th September, 2022 sets out the details
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 March 31, 2022.
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 noncompliances. 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 July 31,
2021 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 March 31, 2022.
30.4 COST AUDITORS
As per the requirements of the 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.
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 March
31, 2022 is available on the Company's website and can be accessed at www.
https://www.yashpakka. 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:
i. The percentage increase in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer, Company Secretary during the financial year
2021-22, ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year 202122 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.2021-22 (in Rs) |
Remuneration of the Director / KMP in
F.Y.2020-21 (in Rs) |
% Increase in F.Y.2021-22 |
Ratio (times) of the remuneration of
each director to the median remuneration of the employees |
| Mr. Ved Krishna, Vice-Chairman |
48,10,960 |
1,19,41,868 |
-59.71% |
12 |
| Mr. Jagdeep Hira, Managing Director (KMP) |
1,93,19,639 |
1,81,64,214 |
6.36% |
50 |
| Mr. Narendra Kumar Agrawal, Director Works |
45,07,921 |
37,15,714 |
21.32% |
12 |
| Ms. Bhavna Patel, Company Secretary & Compliance Officer
(KMP) |
19,51,176 |
7,66,311 |
154.62% |
5 |
| Mr. Jignesh Shah, Chief Financial Officer (KMP) |
62,33,695 |
41,89,452 |
48.79% |
16 |
ii. The median remuneration of employees of the Company during the FY22
was Rs 3,88,172/- in comparison to Rs 3,12,173/- during the FY21.
iii. In the financial year, there was an increase of 24.35% in the
median remuneration of employees;
iv. There were 472 permanent employees on the rolls of the Company
during the FY22 in comparison to 456 permanent employees on the rolls of the Company
during FY21.
v. Average percentage increase made in the salaries of employees other
than the managerial personnel in FY22 was 24.11 % whereas the decrease in the managerial
remuneration for the same financial year was -5.04%. The figures of 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 Rs
1,02,00,000/- per annum.
ix. Mr. Ved Krishna, Vice Chairman, No Employee was employed for a part
of the financial year at an aggregate salary of Rs 8,50,000/- per month.
x. 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 March 31, 2022:
| Sl. No. |
Name & Age |
Qualification |
Designation |
Date of Joining |
No. and % of equity shares held |
Remuneration (In Rs) |
Previous employment |
| 1 |
Mr. Jagdeep Hira (50 Years, 6 Month) |
Bachelor of Engineering Technology |
Managing Director |
10/10/2016 |
Nil |
1,93,19,639 |
Trident Group Limited |
| 2 |
Mr. Jignesh Vinodchandra Shah (51 Years, 6 Month) |
Chartered Accountant |
Chief Financial Officer |
01/06/2020 |
Nil |
62,33,695 |
Gerresheimer |
| 3 |
Mr. Ved Krishna* (47 years, 1 Month) |
B. A. (Hons.) |
Vice Chairman |
30/05/1999 |
1,38,44,388 |
48,10,960 |
- |
| 4 |
Mr. Narendra Kumar Agrawal (51 Years, 3 Month) |
Bachelor of Engineering |
Director Works |
15/12/2011 |
500 (0.00%) |
45,07,921 |
Century Paper and Pulp |
| 5 |
Mr. Manoj Kumar Maurya (48 Years, 1 month) |
M.Com |
Commercial Head |
01/09/1998 |
Nil |
30,29,906 |
- |
| 6 |
Mr. Sushant Sinha* (46 years, 3 Month) |
B. Tech, P.G. Diploma in Production & Materials
Management |
Mechanical Head |
20/03/2017 |
Nil |
26,63,087 |
Trident Group Limited |
| 7 |
Mr. Neeraj Kamra (49 Years, 5 Month) |
PGDM in Pulp & Paper |
Production Head |
25/02/2019 |
Nil |
26,34,580 |
Shree Rishabh Paper |
| 8 |
Ms. Navina John (43 Years, 3 Month) |
Master in Human Resource Management |
Admin & IR Head |
17/05/2018 |
Nil |
26,08,502 |
Muthoot Finance Ltd. |
| 9 |
Sagar Shashank Shejwalkar* (36 Years) |
Master in Green Technology |
Innovation Head |
01/08/2021 |
Nil |
20,57,168 |
Meghdoot Packaging |
| 10 |
Shailesh Singh (43 Years) |
Master in International Business |
Paper Sales Head |
23/01/2017 |
Nil |
19,50,417 |
- |
*Mr. Ved Krishna re-designated as Vice-Chairman (Non-Executive
Director) w.e.f. July 1, 2022. * Mr. Sushant Sinha resigned from the Company w.e.f. March
21, 2022.
*Mr. Sagar Shashank Shejwalkar resigned from the Company w.e.f. March
31, 2022.
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 alongwith 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 regret the loss of life due to COVID-19 pandemic and are
deeply grateful and have immense respect for every person who risked their life and safety
to fight this pandemic. Finally, we appreciate and value the contributions made by all our
employees and their families for making the Company what it is.
| For and on Behalf of the Board |
|
| Pradeep Vasant Dhobale |
Chairman |
| Hyderabad, August 10, 2022 |
DIN: 00274636 |
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