The Directors have pleasure in presenting the Thirty-second (32nd) Annual
Report for the year ended 31st March 2025 along with the Audited Statement of
Accounts with the Report of the Auditors thereon:
FINANCIAL RESULTS
|
|
(Rs. In Lakhs) |
Particulars |
FY 2024-2025 |
FY 2023-2024 |
Sales |
27788.81 |
27444.08 |
Other Incomes |
54.52 |
62.33 |
Total Revenue |
27843.34 |
27506.41 |
Expenses |
27881.54 |
25769.12 |
Profit before Interest, Tax, Depreciation &Amortization, finance cost
and exceptional items |
-38.19 |
1737.29 |
Less: Financial Costs |
1142.08 |
1089.05 |
Less: Depreciation& amortization expense |
532.83 |
500.78 |
Profit / (Loss) before taxation |
(1733.11) |
147.44 |
Less: Provision For Taxation |
(499.94) |
57.92 |
Profit/(Loss) After Tax |
(1213.16) |
89.52 |
Other Comprehensive Income (net) |
0.51 |
3.18 |
Total Comprehensive income for the year |
(1212.65) |
92.71 |
KEY HIGHLIGHTS OF THE FINANCIAL PERFORMANCE:
The Company continues to be engaged in manufacturing and sale of Kraft Papers, Writing
& Printing and Newsprint papers. During the year 2024-25, the Company recorded a
turnover of Rs. 2,77,88,81,883/- and net loss of Rs. 12,12,65,005 compared to the turnover
of Rs. 2,74,44,08,013/- and net profit of Rs. 92,71,069/- for the previous year 2023-2024.
STATE OF AFFAIRS
Malu Paper Mills Ltd. continues to operate in the manufacturing of Newsprint, Writing
& Printing paper, and Kraft Paper. During the year under review, the company's overall
profitability has been adversely affected compared to the previous year. This is primarily
due to unfavorable economic and market conditions that prevailed across all business
segments throughout the year.
The domestic paper market experienced significant changes in the current year, which
impacted the operations of the entire Indian paper industry. In FY 2024-25, the company
produced 80,669 Mt of paper, a slight decrease from the 82,442 Mt produced in FY 2023-24.
There was a notable shift in the product mix during FY 2024-25 to capitalize on the
prevailing market scenario. Specifically, Kraft paper production increased to 59,825 Mt
(74%) in FY 2024-25 from 47,439 Mt (58%) in FY 2023-24, while Newsprint & Writing
printing paper production adjusted to 20,843 Mt (26%) in FY 2024-25 from 35,003 Mt (42%)
in FY 2023-24.
Our paper mills are strategically located in Central India at Nagpur, Maharashtra. Malu
Paper Mills Ltd. remains the largest Newsprint and Writing & Printing manufacturer in
Central India, with capacities totaling 49,500 TPA. We continue to produce quality
Newsprint and Writing & Printing Paper through a recycle process and maintain a swing
facility that allows us to switch between Newsprint and Writing paper production at short
notice. Additionally, the company is involved in the manufacture of packaging paper from
recycle grade, with an annual capacity of 66,000 TPA.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no major change in the business of the company during the financial year
ended 31st March, 2025.
NUMBER OF BOARD MEETINGS HELD
The Board of Directors met Six (06) times during the year and the details thereof were
mentioned in the Report of Corporate Governance forming part of this Annual Report.
COMMITTEE MEETINGS
For the details of Composition of the Committees viz. Audit Committee, Stakeholders'
Relationship Committee and Nomination and Remuneration Committee and details of the number
of meetings held of each committee, kindly refer to the report on Corporate Governance.
All the recommendations made by the Audit Committee, Nomination and Remuneration Committee
and the Stakeholders' Relationship Committee were accepted by the Board.
AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT
The statutory auditor's report and the secretarial audit report do not contain any
qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report
is attached to this report.
DETAILS OF FRAUD REPORT BY AUDITOR:
As per auditors' report, no fraud u/s 143(12) reported by the auditor.
STATUTORY AUDITORS
At the 29thAGM M/s Demble Ramani & Co., Chartered Accountants, Nagpur
(Firm Registration No:-102259W) was appointed as statutory auditors of the Company for a
term of 5 years from the financial year 2022-23 onwards. Accordingly, M/s Demble Ramani
& Co., Chartered Accountants, Nagpur will continue as statutory auditors of the
Company till the financial year 2026-27.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN OR SECURITY PROVIDED
The loans given, investments made or guarantee given or security provided by the
Company is same as mentioned in notes to the Financial Statements.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions entered into during the financial year were on arm's
length basis and in ordinary course of business. There are no materially significant
related party transactions made by the Company during the financial year under review.
Accordingly, disclosure of related party transactions as required under Section 134(3)(h)
of the Companies Act in prescribed format Form AOC-2 is not applicable.
However, the disclosure of transactions with related party for the year, as per
Accounting Standard-18 Related Party Disclosures is given in Note no 27 to the Balance
Sheet as on 31st March, 2025.
TRANSFER TO RESERVES
The Company transferred a sum of Rs. (12,12,65,005/-) to Retained Earning Reserve
during the financial year ended 31st March, 2025.
CHANGE IN SHARE CAPITAL
The Paid-up Share Capital as on 31st March, 2025 is INR 17,05,92,500
comprising 1,70,59,250 Equity Shares of Rs.10/-each. There has been no change in the
capital structure of the Company during the year.
DIVIDEND
The Board of Directors of your company, after considering holistically the relevant
circumstances, has decided that it would be prudent, not to recommend any Dividend for the
year under review.
DISCLOSURE ON ACCOUNTING TREATMENT
The Company has adopted the Indian Accounting Standards (IndAS) from Financial Year
2017-18, as mandated. Accordingly, the financial statements for current year, including
comparative figures of previous year are based on IndAS and in accordance with the
recognition and measurement principles stated therein, as well as other accounting
principles generally accepted in India.
The Company has not used any differential treatment which is not in compliance with
accounting standards and the financials of the Company depict a true and fair view of the
state of affairs of the Company.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, which affect the financial
position of the company which have occurred between the end of the financial year to which
the financial statements relate and the date of this Report.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company.
DETAILS OF DIRECTOR / KEY MANAGERIAL PERSONNEL APPOINTED/ RETIRED DURING THE YEAR
The Company has an appropriate mix of Executive, Non-Executive and Independent
Directors to maintain the independence of the Board and separate its functions of
governance and management.
Presently, the Board consist of Eight board members which include Non-Executive
Independent Director, Non-Executive-Non-Independent Director and Woman Director. The
Number of Non-Executive Directors is more than fifty percent of total number of directors.
The Company continues to ensure compliance with the applicable provisions of the
Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, in respect of Board composition.
During the year, the composition of the Board of Directors of the Company underwent the
following changes
The Board, at its meeting held on 18th February, 2025, on the recommendation
of the Nomination and Remuneration Committee, has re-appointed Mr. Punamchand Malu
(DIN:00301030) as Managing Director & CEO and Mr. Banwarilal Malu (DIN:00301297) as
the Jt.Managing Director of the Company for a period of 5 consecutive years commencing
from 01st April, 2025. The members approved the said appointment on 21st
June, 2025 by passing a special resolution through the Postal Ballot by way of remote
e-voting process.
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and in
accordance with Clause 146 of the Articles of Association of the Company, the Managing
Directors of the Company shall not be liable to retire by rotation.
Pursuant to the provisions of the Companies Act, 2013, at least two-thirds of the total
number of Directors, excluding Independent Directors, are required to be liable to retire
by rotation. Accordingly, Shri Vasudeo Malu (DIN: 00301313), Non-Executive Director, who
is liable to retire by rotation, retires at the ensuing Annual General Meeting and, being
eligible, has offered himself for reappointment.
The Board of Directors recommends his re-appointment, the details of which are set out
in Item No. 2 of the Notice convening the 32nd Annual General Meeting for the
consideration and approval of the shareholders.
The brief resume and other details relating to Shri. Vasudeo Malu (DIN: 00301313) who
is proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,2015, is incorporated in the
annexure to the notice calling 32nd Annual General Meeting.
CA. Sahil Shankar Agrawal (DIN: 02690403), who was appointed as a Non-Executive
Independent Director of the Company with effect from November 9, 2020, for a period of
five (5) years, will be completing his first term on November 8, 2025.
Based on the recommendation of the Nomination and Remuneration Committee at its meeting
held on April 17, 2025, and the approval of the Board of Directors at their meeting held
on May 23, 2025, the Board has recommended the re-appointment of CA. Sahil Shankar Agrawal
as a Non-Executive Independent Director of the Company for a second term of five (5)
consecutive years, commencing from November 9, 2025, and ending on November 8, 2030.
In terms of the provisions of Section 149 and other applicable provisions of the
Companies Act, 2013 and Regulation 17(1C) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the re-appointment is subject to the approval of
shareholders by way of a special resolution, which is proposed to be passed at the 32nd
Annual General Meeting of the Company.
The brief resume and other details relating to CA. Sahil Shankar Agrawal (DIN:
02690403) who is proposed to be re-appointed, as required to be disclosed under Regulation
36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, is
incorporated in the annexure to the notice calling 32nd Annual General Meeting.
Upon the recommendation of The Board of Directors Mr. Vijaykumar Mulchandji Sarda (DIN:
10727783), CA. Rajesh Nandkishore Sarda (DIN: 10727785) and CS. Surabhi Pankaj Gandhi
(DIN: 10729302) were appointed by the members of the Company by passing Ordinary
Resolution in the 31st Annual General Meeting of the Company as Independent
Director of the Company, for first term of 5 consecutive years commencing 25th
September, 2024 up to 24th September 2029.
Mr. Chandrakant Thakar (DIN 00784189), Mr. Satyanarayan Rathi (DIN 01797378) and CA.
Shrutika Inani(DIN 06937649) who has been serving as a Non-Executive Independent Directors
on the Board of Malu Paper Mills Limited, had retired from their position of Independent
Directors effective from 25th September 2024, upon the expiry of their second
term of 5 (five) consecutive years.
The deep wisdom, integrity, and unwavering dedication of these Independent directors
has played a significant role in steering the Company towards sustained growth and
excellence. The Board places on record its sincere appreciation for the exemplary service
and contributions of these directors.
All Independent Directors of the Company have given declaration that they meet the
criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from
time to time, and are independent to the management of the Company. During the year, the
Non-Executive Directors of the Company had no pecuniary relationship or transactions with
the Company, other than sitting fees and reimbursement of expenses incurred by them for
attending meetings of the Company.
Further during the year, there was no changes occurred in the Key Managerial Personnel
of the Company
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company as on March 31, 2025 are: Mr. Punamchand Malu - Managing Director& CEO,
Mr. Banwarilal Malu - Jt. Managing Director, Mr. Prakash Modi-Chief Financial Officer and
Mayuri Asawa - Company Secretary.
DECLARATION BY INDEPENDENT DIRECTORS
Independent Directors are non-executive directors as defined under Regulation 16(1)(b)
of the Listing Regulations, 2015 read with Section 149(6) of the Act along with rules
framed thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have
confirmed that they are not aware of any circumstance or situation which exists or may be
reasonably anticipated that could impair or impact their ability to discharge their
duties.
The maximum tenure of Independent Directors is in compliance with the Companies Act,
2013 ("the Act") and the Listing Regulations. Based on the declarations received
from the Independent Directors, the Board of Directors has confirmed that they meet the
criteria of independence as mentioned under Regulation 16(1)(b) of the Listing
Regulations, 2015 and that they are independent of the management.
The Independent Directors have also confirmed that they have registered themselves in
the databank of persons offering to become Independent Directors.
Every Independent Director, at the first meeting of the Board in which he participates
as a director and thereafter at the first meeting of the Board in every financial year,
gives a declaration that he meets the criteria of independence and submits the declaration
regarding the status of holding other directorship and membership as provided under law.
Based on the disclosures and declarations received from the Directors at regular
intervals, it is confirmed that none of the Directors holds directorship in more than ten
public limited companies as prescribed under Section 165 of the Companies Act, 2013, nor
serves as a Director in more than eight listed entities, as stipulated under Regulation
17A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, no Director holds the position of Independent Director (including any alternate
directorships) in more than seven listed companies, or in more than three equity listed
companies in case he/she is serving as a Whole-time Director or Managing Director in any
listed company, in compliance with Regulation 17A of the Listing Regulations.
Further, none of the Directors on the Board is a member in more than ten Committees or
acts as Chairperson of more than five Committees across all Indian public limited
companies in which he/she is a director, in compliance with the provisions of Regulation
26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
EVALUATION OF INDIVIDUAL DIRECTORS, THE BOARD & ITS COMMITTEES:
Pursuant to the provisions of the Companies Act, 2013 and the corporate governance
requirements prescribed under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors has
carried out an annual evaluation of its own performance, the performance of individual
Directors, and that of its committees.
The performance of the Board was evaluated after obtaining inputs from all Directors,
based on various criteria including the Board's composition and structure, the
effectiveness of its processes, the quality and timeliness of information shared, and
overall functioning.
The performance of the Committees was assessed by the Board based on inputs received
from respective Committee members, considering aspects such as the composition of the
Committees, the effectiveness of meetings, and the discharge of their delegated
responsibilities.
A separate meeting of the Independent Directors was held, wherein the performance of
non-independent directors and the Board as a whole was reviewed, taking into account the
views of both Executive and Non-Executive Directors.
The Nomination and Remuneration Committee and the Board also evaluated the performance
of individual Directors based on predefined criteria, which included their level of
preparedness, participation in deliberations, meaningful contributions at meetings, and
commitment to their roles.
The Board of Directors expressed satisfaction with the overall evaluation process and
the performance of its members and Committees.
PUBLIC DEPOSITS
During the year under review, the Company has neither accepted nor renewed any public
deposits in terms of Section 73 and 74 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
CREDIT RATINGS
During the year under review, Malu Paper Mills Ltd (MPML) did not obtain any credit
rating for its existing or proposed bank facilities.
INTERNAL FINANCIAL CONTROL
The Company has put in place adequate internal financial control procedures
commensurate with its size, complexity and nature of business. The Company has identified
and documented all key financial controls, which impact the financial statements as part
of its Standard Operating Procedures (SOP). The financial controls are tested for
operating effectiveness through ongoing monitoring and review process by the management
and also independently by the Internal Auditor.
The Internal Auditor of the Company reports functionally to the Audit Committee of
Board, which reviews and approves risk based annual internal audit plan. The Audit
Committee periodically reviews the performance of internal audit function.
During the year, such controls were tested and no reportable material weakness in the
design or operation was observed.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 (as amended), the Board of Directors, on the
recommendations of the Audit Committee, of the Company, has approved and appointed M/s.
Samria & Co. Chartered accountants, Chartered Accountants, Nagpur, as the Internal
Auditors of the Company, for the FY 2024-25.
The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, from
time to time, during the FY 2024-25, to the Audit Committee and Board of Directors of the
Company, do not contain any adverse remarks and qualifications, is self-explanatory and do
not call for any further explanation/s by the Company.
Further, the Company has appointed M/s. Samria & Co. Chartered accountants as the
Internal Auditors of the Company of FY 2025-26.
COST RECORDS& COST AUDIT
The provision of Cost audit as per section 148 applicable on the Company and company
has maintained proper records and account of the same as required under the act.
Pursuant to the provisions of the Companies Act, 2013, the Board of Directors had
appointed M/s. Deepak Khanuja & Associates., Cost Accountants (Firm Regn no. 100247),
as Cost Auditors of the Company for conducting the audit of Cost records for the financial
year ended on 31st March 2025. The audit report will be filed within prescribed
period.
The Company has appointed M/s. Deepak Khanuja & Associates., Cost Accountants as
Cost Auditors under Section 148 of the Companies Act, 2013, for audit of cost records of
the Company for the year ending 31st March, 2026.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company's operations in future.
CONSTITUTION OF COMMITTEE - SEXUAL HARASSMENT AT WORKPLACE
The Company has constituted committee under the sexual harassment of women at workplace
(prevention, prohibition and Redressal) Act, 2013 and company has complied with the
provisions of the same.
During the year, no complaint of sexual harassment was received to the company.
CONSOLIDATED FINANCIAL STATEMENTS
Company doesn't have any subsidiaries so there is no need to prepare consolidated
financial statement for the F. Y. 2024-25.
COMPLIANCE WITH SECRETARIAL STANDARD
The Board of Directors confirms that the Company, has duly complied and is in
compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard
1 (SS-1') on Meetings of the Board of Directors and Secretarial Standard - 2
(SS-2') on General Meetings, during the FY 2024-25.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (IBC)
During the year under review, there is no application made and/or no proceeding pending
under the Insolvency and Bankruptcy Code, 2016
DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review, the Company has not made any settlement with its bankers
for any loan(s)/facility(ies) availed or / and still in existence.
FAILURE TO IMPLEMENT ANY CORPORATE ACTION
During the FY 2024-25 under review, there is no occasion wherein the Company failed to
implement any Corporate Action. As such, no specific details are required to be given or
provided.
DIRECTORS RESPONSBILITY STATEMENT FORMING PART OF BOARD'S REPORT
As required under Section 134(5) of the Companies Act, 2013, the Director's confirm
that:
1 In the preparation of the annual accounts, the applicable accounting standards have
been followed.
2 The Directors had selected such accounting policies and applied them consistently and
made judgments and estimate that are reasonable and prudent so as to give a true and fair
view of the state of affairs of Company as on 31st March 2025 and of the profit
of the company for that period.
3 The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities.
4 The annual accounts for the year ended March 31, 2025 have been prepared on a going
concern basis.
5 The directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
6 The Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and these were adequate and operating effectively.
LISTING OF SHARES
Equity Shares of Company are listed on The Bombay Stock Exchange, Mumbai (BSE) and The
National Stock Exchange (NSE). The Company has duly paid listing fees to stock exchanges.
POLICY ON NOMINATION AND REMUNERATION:
In compliance with the requirements of Section 178 of the Act, the Company has laid
down a Nomination and Remuneration Policy which has been uploaded on the Company's
website. The web-link as required under the Act ishttp://www.malupaper.com/investors/
RISK MANAGEMENTPOLICY
Risks are inherent to our business as our operating environment is complex, highly
regulated, and dynamic. To attain our strategic growth objectives, protect the interests
of all our stakeholders and meeting legal requirements we have an established process of
identifying, analysing, and responding appropriately to all business risks. We have a
well-embedded Risk Management Framework to ensure that we are well-placed to manage any
adverse effect posed by financial, operational, strategic or regulatory related risks. Our
framework adopts appropriate risk mitigation measures for identified risks across
functions. The process ensures that new risks, which might arise, or the impact of
existing risks which might have increased, are identified and a strategy is put in place
for mitigating such risks. The major risks identified by the management are Raw Material
Risk, Quality Risk, Technological Risk, Competition Risk, Cost Risk, Financial Risk, and
Legal/Regulatory Risk along with economic and political risks.
A review of the risk management policy is carried out annually by the Audit Committee
and the Board of Directors.
CORPORATE GOVERNANCE
In terms of the Listing Regulations, a report on Corporate Governance along with
Auditors' Report on its compliance is annexed, forming part of the Annual Report.
Further all the Board members and Senior Management personnel have affirmed compliance
with the Code of Conduct for the financial year 2024-25. A declaration to this effect
signed by the Managing Director& CEO of the Company also forms part of this Annual
Report.
Additionally, CEO/CFO Certification as required by SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.
A Certificate from Practicing Chartered accountant regarding the compliance with the
conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V
of the SEBI Listing Regulations is annexed to this Report.
In line with the requirements of Companies Act, 2013, your Company has constituted the
Board Committees and has in place all the statutory Committees required under the law.
Details of Board Committees along with their terms of reference, composition and meetings
of the Board and Board Committees held during the year, are provided in the Corporate
Governance Report.
SUSPENSION OF TRADING
The equity shares of the Company have been listed and actively traded on Main Board of
Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE).
There was no occasion wherein the equity shares of the Company have been suspended for
trading during the FY 2024-25.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report in accordance with Regulation 34 read
with Schedule V of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") forms
part of this Annual Report as
Annexure A.
SECRETARIAL AUDITORS
The Company had appointed CS V Ramachandran, Nagpur, Company secretary in Practice
(Certificate of Practice Number-3773) to comply with the provisions of Section 204 of the
Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (LODR) Regulations, 2015
and also to provide the Secretarial Compliance Report for the financial year 2024-25.
Copy of the Secretarial Audit Report in Form MR-3 is given as an Annexure B to this
Board's Report.
Pursuant to Regulation 24A(1) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, and in compliance with SEBI's circular
SEBI/HO/CFD/CFD-PoD 2/CIR/P/2024/185 dated 31st December, 2024 read with the
applicable provisions of Companies Act, 2013 and other applicable regulations/
notifications, Board of Directors has recommended CS V Ramachandran, Nagpur, Company
secretary in Practice (Certificate of Practice Number-3773) as the Secretarial Auditor of
the Company for a period of five consecutive years, from the conclusion of the ensuing
Annual General Meeting till the conclusion of the 37th Annual General Meeting
subject to the approval of Shareholders in the ensuing Annual General Meeting of the
Company on such terms and remunerations as may be mutually agreed upon between the said
secretarial auditor and Board of Directors of the Company.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required under the Companies Act, 2013, read with the
Companies (Accounts) Rules 2014 is given as per Annexure C and forms part of the Board's
Report.
As regards disclosure of particulars relating to conservation of energy, great emphasis
has been given for reduction of energy consumption to reduce cost per unit of goods.
Details are attached herewith as per Annexure C.
The Company imports some portion of its raw material requirement. The foreign exchange
earnings and outgo are as mentioned in the reports of the auditor of the Company. Details
are attached herewith as per Annexure C
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 relating to corporate social
responsibility are not applicable to the Company in the reporting financial year.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
As per the provisions of Section 177(10) of the Companies Act 2013and Regulation 22 of
the Listing Regulations, a Vigil Mechanism for Directors and employees to report genuine
concerns has been established. The practice of the Whistleblower Policy is overseen by the
Audit Committee and no employee has been denied access to the Committee. The same has been
uploaded on company's website at http://www.malupaper.com/investors/
Web Address of the Annual Return
Pursuant to the provisions of Section 92(3) read with Section 134(3) (a) of the
Companies Act, 2013, a copy of the Annual Return of the Company is available at the
Company's website http://www.malupaper.com/investors/
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
(a) The outstanding shares in the suspense account held with Sharekhan Limited lying at
the beginning of the year is 3,019 shares; (b) none of shareholders approached listed
entity for transfer of shares from suspense account during the year; (c) no shares were
transferred from suspense account during the year; (d) the outstanding shares in the
suspense account held with Sharekhan Limited lying at the end of the year is 3,019 shares;
(e) that the voting rights on these shares shall remain frozen till the rightful owner of
such shares claims the shares.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES:
None of the employee, including Key Managerial Personnel, was drawing in excess of the
limits prescribed by Section 197(12) read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees
Rules, 1975, which needs to be disclosed in the Board's report.
The ratio of the remuneration of each director to the median remuneration of the
employees of the Company and percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary in the financial year
S.No Name of the Director |
Remuneration Per Annum (INR) |
Median Remuneration Per Annum (INR) |
Ratio (Remuneration of Director to Median Remuneration) times |
Executive Directors |
|
|
|
1 Mr. Punamchand Malu* |
NIL |
- |
- |
2 Mr.BanwarilalMalu* |
NIL |
- |
- |
Non Executive Directors/Independent Directors |
|
|
|
3 Mr. Purushottam Malu |
NIL |
- |
- |
4 Mr.Vasudeo Malu |
NIL |
- |
- |
5 Mr.Chandrakant Thakar |
NIL |
- |
- |
6 FCA. Shrutika Inani |
NIL |
- |
- |
7 Mr. Satyanarayan Rathi |
NIL |
- |
- |
8 Mr.Agrawal |
NIL |
- |
- |
Key Managerial Person |
|
|
|
9 Mr. Prakash Modi, CFO |
10,51,200 |
N.A |
N.A |
10 CS. Mayuri Asawa |
3,30,000 |
N.A |
N.A |
a) *The Executive Directors had decided to waive remuneration for the reporting
financial year in the Board meeting held on 09-08-2023. b) There is no increase in the
remuneration of Chief Financial Officer in the financial year. c) There is no increase in
the remuneration of Company Secretary during the financial year. d) The median
remuneration of employees increased by 7.25% during FY 202425 compared to FY
202324. e) The number of permanent employees on the rolls of Company: 257
Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms that the remuneration is as per the remuneration policy of the
Company.
ACKNOWLEDGEMENTS
Your directors wish to place on record their gratitude to Bankers, Customers, and
Business Associates for the co-operation and support and to the Shareholders, dealers and
suppliers, staff and workers for their contribution to the company's growth.
Date: 23/07/2025 |
By Order of Board of Directors |
|
Place: Nagpur |
|
|
|
Punamchand Malu |
Banwarilal Malu |
|
Managing Director & CEO |
Jt. Managing Director |
|
(DIN:00301030) |
(DIN:00301297) |