To
The Members,
Our Directors have pleasure in presenting the 28th Annual Report of Anuroop Packaging
Limited along with the Audited (Standalone and Consolidated) Financial Statements for the
year ended 31 st March, 2023.
FINANCIAL SUMMARY/HIGHLIGHTS
Our Company's financial performance for the year under review has been summarized
below:
| Particulars |
Current Year as on 31.03.2023 (Figure in Rupees) |
Current Year as on 31.03.2023 (Figures in Rupees) Consolidated |
Previous Year as on 31.03.2022 (Figure in Rupees) |
Previous Year as on 31.03.2022 (Figures in Rupees) Consolidated |
| Total Income |
84,233,709 |
224,700,291 |
6,50,74,756 |
16,45,52,672 |
| Less: Expenditure & Depreciation |
70,140,740 |
188,165,109 |
56,243,251 |
1,35,093,540 |
| Profit before Tax (PBT) |
14,092,969 |
36,535,182 |
88,31,505 |
29,459,132 |
| Less:Tax (including deferred tax) |
3,887,112 |
9,357,183 |
526,755 |
6,078,745 |
| Profit After Tax (PAT) |
10,205,857 |
27,177,999 |
83,04,750 |
2,33,80,387 |
PERFORMANCE REVIEW
During the year under review, Gross revenue of the Company was T842.33 Lakhs as
compared to T650.74 lakhs in the corresponding previous year.
DIVIDEND
Considering future requirement of the funds, your directors think it prudent not to
recommend any dividend for the financial year 2022-23.
AMOUNTTO BE CARRIEDTO RESERVES:
Your Directors do not propose any amount to be transferred to the General Reserves of
the Company.
SHARE CAPITAL
The Paid-up Equity share capital of the Company as on 31st March, 2023 was Rs.
106,630,000/- (Rupees Ten Crore Sixty Six Lakhs Thirty Thousand Only).There is no change
in the paid-up capita during the year under review.
ANNUAL RETURN
The Annual Return as required under Section 92 and Section 1 34 the Act read with Rule
12 of the Companies (Management and Administration) Rules, 2014 is available on the
Company's website http://anurooppackaging.com.
KEY MANAGERIAL PERSONNEL:
During the year under review, the following officials/employees were the'Key Managerial
Personnel'of the Company
Mr. Akash Amarnath Sharma - Managing Director
Mr. Akshay A. Sharma - Chief Financial Officer
Ms. Pooja K. Shah - Company Secretary and Compliance Officer
DIRECTORS:
The Board of Directors was duly constituted and consisted of the following Directors:
| Name of the Director |
Designation |
| Mr. Akash Amarnath Sharma |
Managing Director |
| Ms. Shweta Akash Sharma |
Director |
| Ms. Khushbu Sourabh Agarwal |
Independent Director |
| Mr. Satish Prahlad Sharma |
Independent Director |
After the closure of the financial year Mr. Harsh Ashok Dharod appointed as Additional
Director under category (Independent) on 11th May, 2023 and Ms. Khushbu Sourabh Agarwal
resign on 12th May, 2023 as Independent director.
All the Independent Directors of your Company have already furnished the required
declarations that they meet the criteria of independence as laid down under Section 149(6)
of the Act.
In the opinion of the Board, the Independent Directors possess the requisite expertise
and experience and are persons of high integrity and repute. They fulfil the conditions
specified in the Companies Act, 2013 and the Rules made thereunder and are independent of
the management.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis offinancial condition, including the results of
operations of the Company for the year under review as required under Regulation 34(2)(e)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5, is
provided as a separate section forming part of the Annua Report. Annexure A
REPORT ON CORPORATE GOVERNANCE:
Anuroop Packaging Limited was listed on SME Exchange of BSE till 31st March, 2023.
Further after the closure of the Financial year the Company was moved to main board
platform of BSE and the requirement of Corporate Governance as notified in Regulation 15
(2) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 became
applicable post this move; therefore, it is not required to maintain Corporate Governance
Report for Financial Year ended 31 st March, 2023.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Company
under Section 149 (7) of Companies Act, 201 3 confirming that they meet with the criteria
of independence as prescribed both under sub section (6) of Section 149 of the Companies
Act, 2013 and under Regulation 16 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
PERFORMANCE EVALUATION OF BOARD, COMMITTEES & INDIVIDUAL DIRECTOR
A formal evaluation of the performance of the Board, its Committees, the Chairman and
the individual Directors was led by Nomination & Remuneration Committee, the
evaluation was done using individual interviews covering amongst other vision, strategy
and role clarity of the Board. Board dynamic and processes, contribution towards
development of the strategy, risk management, budgetary controls, receipt of regular
inputs and information, functioning, performance & structure of Board Committees,
ethics & values, skill set, knowledge & expertise of Directors, leadership etc.
As part of the evaluation process the performance of nonindependent Directors, the
Chairman and the Board was done by the Independent Directors. The performance evaluation
of the respective Committees and that of independent and nonindependent Directors was done
by the Board excluding the Director being evaluated. The Directors expressed satisfaction
with the evaluation process.
FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS:
The Board members are provided with brochures, reports and internal policies to enable
them to familiarize with the Company's procedures and practices. The Chairman and Managing
Director had one to one discussion with newly appointed Directors to familiarize them with
the Company's operations. Periodic presentations are made at the Board and Board Committee
Meetings, on business and performance updates of the Company, globa I business
environment, business strategy and risks involved. Quarterly updates on relevant statutory
and regulatory changes are circulated to the Directors. Site visits to various plant
locations are organized for the Directors to enable them to understand the operations of
the Company.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors duly met 9 times in financial year 31st March, 2023 and as per
section 173 of the Companies Act the time gap between any two Meetings has not been more
than one hundred and twenty days. The dates on which the Board Meetings were held are:
23rd Apri 1,2022; 9th May, 2022; 27th May, 2022; 5th July, 2022; 2nd September, 2022; 3rd
October, 2022; 14th November, 2022; 26th December, 2022 and 4th March, 2023.
The name and category of Directors on the Board, their attendance at the Board Meetings
held during the year and also at the Annual General Meeting, the member of Directorships
and Committee Memberships and Chairpersonships held by them in other companies as on 31 st
March, 2023 are given as per the disclosure received, none of the Directors of your
Company hold membership/chairmanship more than the prescribed limits across all companies
in which he/she is a Director.
| Name of Directors |
Category |
No. of Board Meeting held and attend during the year |
No. of Directorship in other Public Company |
No. of Committees positions held in other Public
Companies* |
Attendance at last AGM held on 28/09/2022 |
|
|
Held |
Attend |
|
Chairman |
Member |
|
| Mr. Akash Amarnath Sharma |
Managing Director |
9 |
9 |
0 |
0 |
0 |
yes |
| Ms. Shweta Akash Sharma |
Director |
9 |
9 |
0 |
0 |
0 |
yes |
| Ms. Khusbu Sourabh Agarwa |
ndependent Director |
9 |
9 |
0 |
0 |
0 |
yes |
| Mr. Satish Prahad Shama |
ndependent Director |
9 |
9 |
0 |
0 |
0 |
yes |
MEETINGS OF INDEPENDENT DIRECTORS:
The Company's Independent Directors shall meet at least once in every financial year
without the presence of Executive Directors or management personnel. Such meetings are
conducted informally to enable Independent Directors to discuss matters pertaining to (i)
review the performance of Non-Independent Directors and the Board as a whole, (ii) to
assess the quality, quantity and timeliness of flow of information between the Company
Management and the Board.
Separate meeting of Independent Directors, pursuant to Section 149 (7) read with
Schedule VI of the Companies Act, 2013 was held on 4th March, 2023.
COMMITTEES OF THE BOARD OF DIRECTORS
In compliance with the requirement of applicable laws and as part of the best
governance practice, the Board has constituted various Committees of its members. These
Committees hold meetings at such frequencies as is deemed necessary by them to effectively
undertake and deliver upon the responsibilities and tasks assigned to them. Minutes of the
meetings of each of these Committees are tabled regularly at the Board Meetings.
Your Company Currently has 4 (Four) Committees viz:
AUDIT COMMITTEE
The Company has formed a qualified and Independent Audit Committee which acts as a link
between the Statutory and Internal Auditors and the Board of Directors. The terms of
reference of the Audit Committee cover the matters specified for Audit Committee in the
SEBI Listing Regulations and Section 1 77 of the Companies Act, 2013.
As on 31st March, 2023, the Audit Committee comprises of the following members-
| Ms. Khushbu Sourabh Agarwa |
Chairman |
| Mr. Satish Prahlad Sharma |
Member |
| Ms. Shweta Akash Sharma |
Member |
The Committee met 4 times during the year on 9th May, 2022; 27th May; 2022 ; 3rd
October, 2022 and 14th November, 2022 the attendance of Members at the Meetings.
| Name of Member |
Nature of Membership |
No. of Meeting(s) attended/held |
| Ms. Khushbu Sourabh Agarwa |
Chairman |
4/4 |
| Mr. Satish Prahlad Sharma |
Member |
4/4 |
| Ms. Shweta Akash Sharma |
Member |
4/4 |
The Company Secretary of the Company is the Secretary of the Committee.
NOMINATION & REMUNERATION COMMITTEE
In compliance with Section 178 of the Companies Act, 2013 and SEBI Listing Regulations,
a Nomination & Remuneration Committee of the Company has been constituted.
As on 31st March, 2023, the Nomination and Remuneration Committee comprises of the
followings members-
| Mr. Satish Prahlad Sharma |
Chairman |
| Ms. Khushbu Sourabh Agarwa |
Member |
| Ms. Shweta Akash Sharma |
Member |
The Committee met 1 time during the year on 27th May, 2022 and the attendance of
Members at the Meetings is as follows:
| Name of Member |
Nature of Membership |
No. of Meeting(s) attended/held |
| Mr. Satish Prahlad Sharma |
Chairman |
1/1 |
| Ms. Khushbu Sourabh Agarwal |
Member |
1/1 |
| Ms. Shweta Akash Sharma |
Member |
1/1 |
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee is constituted according to Section 178 of the
Companies Act, 2013 and SEBI Listing Regulations. The Committee ensures cordial investor
relations and overseas the mechanism for redressal of investor grievances. The Committee
specifically looks into redressing shareholders and investor complaints/ grievances
pertaining to share transfers, non-receipts of annual reports, non-receipt of dividend and
other allied complaints.
As on 31 st March, 2023, the Stakeholders Relationship Committee comprises of the
following members-
| Mr. Satish Prahlad Sharma |
Chairman |
| Ms. Khushbu Sourabh Agarwa |
Member |
| Ms. Shweta Akash Sharma |
Member |
During the period under review, Company has not received any complaint from
shareholders. There is no outstanding complaint as on 31 st March, 2023.
The Company Secretary of the Company also acts as Compliance Officer of the Company.
INTERNAL COMPLAINTS COMMITTEE
In compliance with provision of the Companies Act, 2013 and SEBI Listing Regulations, a
Internal Complaints Committee of the Company has been constituted.
As on 31st March, 2023, the Internal Complaints Committee comprises of the following
members-
| Mr. Satish Prahlad Sharma |
Chairman |
| Ms. Khushbu Sourabh Agarwa |
Member |
| Ms. Shweta Akash Sharma |
Member |
NOMINATION & REMUNERATION POLICY OF THE COMPANY:
The extract of Company's policy on Directors appointment and remuneration and other
matters provided in Section 178(3) of the Act has been enclosed separately as Annexure B
to this Report.
The Nomination and Remuneration Policy of the Company is also posted on the website of
the Company under Investors Section.
INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES:
The Company has not appointed any employee(s) who is in receipt of remuneration
exceeding the limits specified under Rule 5(2) of Companies (Appointment &
Remuneration of Manageria Personnel) Rules, 2014.
The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
("Rules"), is required to be the part of this Board's Report and to be sent to
the Members of the Company along with the Board Report.
However, having regard to the provisions of Section 136 of the Act, the Annual Report
excluding the aforesaid information is being sent to all the members of the Company and
others entitled thereto. Any member interested in obtaining the said information may write
to the Company Secretary. Upon such request the information shall be furnished.
REGULATORY ORDERS
During the year there was no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's operations in
future.
WHISTLE BLOWER POLICY:
Pursuant to the Section 177(9) and (10) of the Companies Act, 2013 and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has formulated Whistle Blower Policy for vigil mechanism for Directors
and Employees to report the management about the unethical behavior, fraud, improper
practice or violation of the Company's Code of Conduct or complaints regarding accounting,
auditing, internal controls ordisclosure practices of the Company. It gives a platform to
the whistle blower to report any unethica or improper practice (not necessarily violation
of law) and to define processes for receiving and investigating complaints. The mechanism
provides adequate safeguards against victimization of employees and directors who use such
mechanism and makes provision for direct access to the Chairman of the Audit Committee in
exceptional cases.
STATUTORY AUDITORS:
M/s. Banka & Banka and Associates, Chartered Accountants (Firm Reg No.: 100979W) is
the Statutory Auditors of the Company for financial year 2022-23 and accordingly they have
audited the Accounts of the Company.
AUDITORS'REPORT
The Board has duly reviewed the Statutory Auditor's Report on the Accounts. The
observations comments and notes of Auditor are self-explanatory and do not call for any
further explanation/ clarification.
INTERNAL AUDITOR:
M/s Bhatia Bhandari & Associates., Chartered Accountant (Registration No. 146499W)
were appointed as the Interna Auditors' of your Company for the financial year 2022-23.
LISTING OF SECURITIES IN STOCK EXCHANGES:
The Company's Equity Shares are presently listed on Bombay Stock Exchange Limited.
SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of Companies Act, 2013 and the rules made
thereunder, the Company has appointed M/s Alpi Nehra & Associates, Company Secretaries
(COP.No. 14202) to undertake the Secretarial Audit of the Company for the 31st, March,
2023.
The Secretarial Audit Report for the financial year ended 31st March 2023 is included
as Annexure C MR-3 and forms an integral part of this report.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES:
As on 31st March, 2023, your Company has one Wholly Owned Subsidiary name as Sara
Solutions Limited.
The statement containing the salient features of the financial statements of the
company's subsidiary(ies)/associates(s)/joint venture(s) is as per Form AOC-1 in Annexure
D to this report.
CORPORATE SOCIAL RESPONSIBILITY:
As per the Section 134 (o) Corporate Social Responsibility is not applicable to our
Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
There are no Loans, Investments or Guarantees/Security given by the Company during the
year under Section 186 of the Companies Act, 2013; hence no particulars are required to be
given.
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 the Act and the rules made thereunder.
DISCLOSUREON COMPLIANCE WITH SECRETARIAL STANDARDS
Your Directors confirm that the mandatory Secretarial Standards (SS-1 & SS-2)
issued by the Institute of Company Secretaries of India, have been complied with.
RISK MANAGEMENT POLICY
During the year the Company reviewed and strengthened its risk management policy and
the risk management framework which ensures that the Company is able to carry out
identification therein of elements of risk, if any, which in the opinion of the Board may
threaten the existence of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered into with the Related Parties as defined under the Companies
Act, 2013 were under ordinary course of business and on an arm's length pricing basis.
There were no materially significant transactions with related parties during the
financial year which were in conflict with the interest of the Company.
Kindly note that the format for disclosures of transactions with related party are
mentioned in Annexure- E (AOC-2).
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANYWHICHHAVEOCCURREDBETWEENTHE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE ANDTHE DATE OF THE REPORT:
Management does not perceive any material changes occurred during the Financial year
2022-23 and subsequent to the close of the financial year as on 31st March, 2023.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Conservation of Energy
• Steps taken or impact on conservation of energy - Energy conservation continues
to receive priority attention at all levels. All efforts are made to conserve and optimise
use of energy with continuous monitoring, improvement in maintenance and distribution
systems and through improved operational techniques.
• Steps taken by the company for utilising alternate sources of energy - N.A.
• Capital investment on energy conservation equipment's -
Nil
Technology Absorption
• Efforts made in technology absorption - The Company has acquired technology know
how and Continuous efforts are made to check the material balances on the actua
performance against designs.
• The benefits derived like product improvement, cost reduction, product
development or import substitution - These measures have helped in increasing the
productivity and reduction in overall energy consumption.
• In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year) - N.A.
• The expenditure incurred on Research and Development - NA
Foreign exchange earnings and Outgo:
| Particulars |
As on 31.03.2023 |
As on 31.03.2022 |
|
(In Rs.) |
(In Rs.) |
| Foreign Exchange Earnings |
Nil |
Nil |
| Foreign Exchange outgoing |
Nil |
Nil |
PUBLIC DEPOSITS
Your Company has not accepted, invited and/or received any deposits from public within
the meaning of section 73 & 76 of the Companies Act, 2013 and the Companies
(Acceptance of Deposit) Rules, 2014, as amended from time to time during the year under
review.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS/SWEAT EQUITY SHARES/ EMPLOYEE
STOCK OPTION SCHEME
At the beginning of the year, there were no Equity shares with differential voting
rights or sweat equity shares or employee stock option scheme outstanding.
During the year, the Company has not issued any equity shares with differential voting
rights or sweat equity shares or shares under employee stock option scheme. Hence,
disclosures regarding the same are not required to be given.
DISCLOSURE ON COST RECORDS MAINTENANANCE
The provisions with respect to maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013, is not
applicable to the Company.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has proper and adequate system of internaI controls to ensure that all the
assets are safeguarded and protected against losses from unauthorized use or disposition
and that transactions are authorized, recorded and reported correctly. The Company has an
effective system in place for achieving efficiency in operations, optimum and effective
utilization of resources, monitoring thereof and compliance with applicable laws. The
auditors have also expressed their satisfaction on the adequacy of the internal control
systems incorporated by your company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PR OHIBITION
AND REDRESSAL) ACT, 2013:
The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual
Harassment at workplace in line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with
setting up of an Internal Complaints Committee (ICC) to redress complaints received
regarding sexual harassment.
The policy has set guidelines on the redressal and enquiry process that is to be
followed by complainants and the ICC, whilst dealing with issues related to sexual
harassment at the work place. All women employees (permanent, temporary, contractual and
trainees) are covered under this policy. The Company has not received any complaints
during the year.
DIRECTORS'RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act,2013, with
respect to the Director's Responsibilities Statement, the Directors state and hereby
confirm that:
a. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
b. the directors 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 and loss of the Company for that period;
c. The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d. The directors have prepared the annual accounts on a going concern basis; and
e. 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.
ACKNOWLEDGMENTS:
The Board of Directors wish to place on record its appreciation for the commitment,
dedication and hard work done by the employees of the Company and the cooperation extended
by Banks, Government Authorities, Customers, Shareholders and looks forward to a continued
mutual support and co-operation.
|
For Anuroop Packaging Limited |
|
Akash Amarnath Sharma |
|
Managing Director |
|
DIN: 06389102 |
|
Shweta Akash Sharma |
| Place: Mumbai |
Director |
| Date: 26th August, 2023 |
DIN: 06829309 |
