Shree Karthik Papers Ltd

Dear Shareholders

The Directors of your company take pleasure in presenting you the Thirty Third Annual Report and the Audited Accounts for the year ended 31st March 2024.

FINANCIAL RESULTS AT A GLANCE

(Rs. In lacs)

ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA) has notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies and Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 for such class of companies. The company has adopted Ind AS format with effect from April 1, 2016.

In accordance with the provisions of the Companies Act 2013 read with the Companies (Accounts) Rules 2014, applicable accounting standards prescribed by the Institute of Chartered Accountants of India and the provisions of SEBI (LODR) Regulations 2015, the audited financial results are provided in this Annual report

DIVIDEND

Your Directors do not recommend to pay a Dividend for the year ended 31st March 2024.

OPERATIONS

During the year under review, the company has achieved a turnover of Rs. 6483.58 lakhs as against Rs. 8404.65 lakhs for the previous year.

The Net profit for the year was Rs. 33.76 lakhs as against the Net profit of Rs. 41.71 lakhs during the previous year.

During the year under review the turnover has declined by 22.82% over the previous year and the Company' earned a Net Profit of Rs. 33.76 lakhs after tax during the year.

There was no change in the nature of business of the company during the financial year ended 31st March 2024.

FUTURE OUTLOOK

Newsprint is being imported at "5%" duty at very low rates due to dumping by foreign manufacturers and this has depressed the demand and prices of newsprint manufactured by Indian Paper Mills, thereby also affecting the demand of writing and printing paper as newsprint capacities are being diverted to writing and printing paper manufacture.

2. The installed capacity for writing and printing paper has increased significantly in the last four years, thereby affecting the demand as well as prices of the paper manufactured by your company.

3. Measures are being taken to save costs and rationalize operations, they are likely to yield positive results.

TRANSFER TO RESERVES:

In view of meager profits during the Financial Year 2023-24, the Board of Directors has decided not to transfer any amount to Reserves during the year under review.

SHARE CAPITAL

The Paid up Equity Share Capital as on 31st March, 2024 was Rs. 9,55,50,000/-. During the year under review, the Company has not issued any further shares.

PUBLIC DEPOSITS

Your company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 and hence there are no unpaid/unclaimed deposits nor there is any default in repayment thereof.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 4 (Four) times during the financial year 2023-24. Details of number of meetings of Board of Directors and committees thereof and the attendance of the Directors in such meetings are provided under the Corporate Governance Report. The provisions of the Companies Act 2013 and listing agreement were adhered to while considering the time gap between two meetings.

COMMITTEES OF THE BOARD OF DIRECTORS

During the year under review, all recommendations made by the Audit Committee were accepted by the Board. There were no instances where the Board has not accepted any recommendations of the Audit Committee.

Details of Committees of Board of Directors along with their terms of reference, composition and meetings held during the year, are provided separately in the Corporate Governance Report, which forms part of the Annual Report.

BOARD EVALUATION

Pursuant to the provisions of Sections 134(3)(p), 149(8) and Schedule IV of the Act and Regulation 17(10) of SEBI Listing Regulations and in accordance with the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India, the Board has carried out an annual performance evaluation of its own Performance, the directors individually as well as the evaluation of the working of all Board Committees and the Chairman of the Board. The performance evaluation was carried out on the basis of inputs received from all the Directors/ Members of the Committees, as the case may be. Further the Board's performance was evaluated based on the criteria like structure, Governance, Dynamics, functioning, approval and review of operations, financials, internal control etc. The Independent Directors of the company have also convened a separate meeting for this purpose. All the results of evaluation have been communicated to the Chairman of the Board of Directors.

DECLATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors of the Company in terms of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 confirming that they meet with the criteria of independence as prescribed under sub section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(l)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company's Code of Business Conduct & Ethics.

FAMILIARIZATION PROGRAMMES

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Independent Directors, the working of the Company, nature of the industry in which the Company operates. The same is also available on the Company website at www.shreekarthikpapers.in

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

MATERIAL CHANGES

There is no material change or commitments after closure of the financial year till the date of this report.

SIGNIFICANT AND MATRIAL ORDERS PASSED BY THE RGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status and the company's operations in future.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company believes that the fundamental objective of corporate governance is to enhance the interests of all stakeholders. The Company's corporate governance practices emanate from its commitment towards discipline, accountability, transparency and fairness. Key elements in corporate governance are timely and adequate disclosure, establishment of internal controls and high standards of accounting fidelity, product and service quality.

Your Company has adopted appropriate standards for good Corporate Governance. All the mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreements of the Stock Exchange, with which the Company is listed, are complied with. The company complies with Corporate Governance requirements specified in regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

A report on Corporate Governance as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of this Annual Report

NOMINATION AND REMUNERATION COMMITTEE POLICY

Pursuant to Section 178 (3) of the Companies Act, 2013 the Nomination and Remuneration Committee of the Board of the Company has formulated the criteria for Board nominations as well as policy on remuneration for Directors and employees of the Company.

The Remuneration policy provides the framework for remunerating the members of the Board, Key Managerial Personnel and other employees of the Company. This policy is guided by the principles and objectives enumerated in Section 178 (4) of the Companies Act, 2013 and reflects the remuneration philosophy and principles of the company to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long term performance of the Company. The policy lays down broad guidelines for payment of remuneration to Executive and Non-Executive Directors within the limits approved by the shareholders. The Company has a policy on directors' appointment and remuneration including criteria for determining qualification, positive attributes, independence of a director and other matters provided under subsection (3) of section 178.

As per the requirements of the provisions of the Companies Act, 2013, a Nomination and Remuneration Committee of directors was formed by the Board of Directors consisting of:

1. Sri P. Kanagavadivelu, Chairman (Non-Executive - Independent) 2. Sri P. C. Narendran, Member (NonExecutive - Independent) 3. Sri R. Uma Shankar, Member (Non-Executive - Independent) The said committee has been empowered and authorised to exercise widest power as entrusted under the provisions of Section 178 of the Companies Act, 2013.

Remuneration Policy is annexed hereto as Annexure 6 forming part of the report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The required details in accordance with section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are given in Annexure-1 forming part of the report.

RISK MANAGEMENT COMMITTEE

The Company has constituted a Risk Management Committee aligned with the requirements of the Companies Act, 2013 and Listing Regulations. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

The Company has established a risk management frame work to identify, evaluate the business risks and opportunities. The main object of the framework is to minimise the adverse impact of the risks by taking effective mitigating measures to retain the business advantages. The identified risks and mitigation measures are reviewed by the concerned Heads and all the risks identified and mitigation measures are placed before the Board. Board is of the opinion that there is no risk which affects the existence of the Company

The risk management process of the company is being periodically reviewed for improvement.. None of the identified risk elements have any threat on the sustainability of the business.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the Companies Act 2013 and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the details of the Management analysis and data's are given in Annexure 2

WEBLINK OF ANNUAL RETURN

The Annual Return of the Company for the financial year 2023-24 as required under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 is available on the website of the Company at the link www.shreekarthikpapers.in

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Controls with reference to Financial Statements. The Internal Audit objectives, scope, functioning, periodicity and methodology is defined in the Internal Audit Programme. The quarterly Internal Audit Report is placed before the Audit Committee of the Board. The Internal Auditors monitor the adequacy of Internal Control Systems, Accounting Procedures and Policies of the Company and corrective actions based on the observations are taken wherever necessary. During the year, such controls were reviewed and no reportable material weakness in the system or operation was observed by the Audit Committee.

VIGIL MECHANISM

In compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 22 of SEBI Listing Regulations, the company has established a vigil mechanism to provide a frame work to promote responsible and secure whistle blowing and to provide a channel to the employees and Directors for reporting to the management concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policy of the company as adopted/framed from time to time. The details of Vigil Mechanism is given in Corporate Governance Report which forms part of this Annual Report. The Whistle Blower Policy is available in the website of the company at www.shreekarthikpapers.in

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any joint venture, subsidiary or associate company.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 134 (5) of the Companies Act, 2013, your Directors wish to confirm that -

i) In the preparation of the annual accounts for the year ended 31st March 2024, the applicable Accounting Standards have been followed and there are no material departures from those standards.

ii) the Directors have selected 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/(Loss) of the Company for that period.

iii) The Directors have taken proper and sufficient care as warranted for the maintenance of adequate accounting records in accordance with the provisions of this Act in safeguarding the assets of the Company and for preventing/detecting any incidence of frauds and other irregularities.

iv The Annual Accounts have been prepared on a going concern basis.

v. The Directors had laid down internal financial controls to be followed by the company and that such internal controls are adequate and were operating effectively

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provisions of the Companies Act 2013, Smt. Selvambal Sengottu Velu holding DIN No. 01740974 retire from the Board of Directors of the company by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment.

Sri Vignesh Velu, Chairman and Managing Director of the company is re-appointed as Chairman and Managing Director of the company for a period of three years from 01/09/2024 to 31/08/2027 as recommended by the Audit Committee and Nomination and Remuneration Committee.

The Company has received individual declaration from following Independent Director(s) of the Company stating that they meet the criteria of independence as provided under Sub-section (6) of Section 149 of the Act and Regulation 16(l)(b) of the SEBI Listing Regulations:

1).Sri P. Kanagavadivelu

2) Sri P.C. Narendran and

3) Sri R. Uma Shankar

The company has received individual affirmation from all the Directors and Senior Management Personnel of the company stating that they have fully complied with the provisions of the Code of Conduct for the Board of Directors and Senior Management Personnel of the company during the Financial Year ended 31st March 2024.

Sri Vignesh Velu, Chairman and Managing Director and CEO, Smt. S. Ranisri, Chief Financial Officerand Sri V. Rajan, Company Secretary are the Key Managerial Personnel (KMP) of the company as per section 203 of the Companies Act 2013.

Key Managerial Remuneration details are given in Annexure 5 forming part of the report.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Act and the Listing Agreement. The disclosure is being made as a matter of prudence. All the transactions have been done in the ordinary course of business.

The transactions entered by the company with the related parties during the financial year 2023-24 are in the ordinary course of business and at arm's length basis. The particulars of related party transactions is provided in the Form AOC2 and annexed to the Board's Report as Annexure 3.

AUDITORS

The Members vide resolution dated 23rd September, 2018 had appointed M/s. T.M. Jeyachandran & Co., Chartered Accountants (Firm Registration No.l2309S), Chennai as statutory auditors of the Company from the conclusion of 28th Annual General Meeting (2019) till the conclusion of 33rdAnnual General Meeting (2024) subject to ratification of such appointment by members at every AGM. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Subsequently SEBI has issued a circular stating that the Statutory Auditors should have a Peer Review Certificate from 2023 onwards. Due to non availability of Peer Review Certificate, the Statutory Auditor M/s.T.M. Jeyachandran & Co., Chartered Accountants, Chennai had resigned on 24/12/2023 and appointed M/s S. Ram & Associates, Chartered Accountants, Ooty in the casual vacancy up to the Annual General Meeting to be held on September 2024. On perusal, he is not having the Peer Review Certificate and resigned on 19/04/2024. M/s. Paul & Aravind LLP, Chartered Accountants, Coimbatore is having Peer Review Certififcate and appointed as Statutory Auditors of the company in the casual vacancy from 19/04/2024 up to the conclusion of the Annual General Meeting to be held on 25/09/2024. The company is proposed to appoint them as Statutory Auditors of the company for a period of 5 years from 33rd Annual General Meeting up to the conclusion of 38th Annual General Meeting to be held on September 2029 subject to the approval of the members.

The Company has received a Certificate from the Statutory Auditors to the effect that their continued appointment as the Statutory Auditors of the Company, would be within the limits prescribed under Section 139 of the Companies Act, 2013.

AUDITOR'S REPORT

The notes on financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments and explanations. The Auditor's Report does not contain any qualification, reservation or adverse remark.

NO FRAUDS REPORTED BY THE AUDITORS

There is no instance of frauds reported by the Statutory Auditors of the company for the Financial Year under review under section 143(12) of the Companies Act 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Sri S. Rengasamy, Company Secretary in practice to undertake the Secretarial Audit of the company for the year 2023-24. The Report of the Secretarial Audit Report is annexed herewith as Annexure 4.

STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of the employees of the company is annexed herewith "Annexure 6

None of the employees of the company were in receipt of monthly or yearly remuneration in excess of the limits specified under the Companies Act 2013 and Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Company is not paying any commission to its Directors/Whole time Director and Managing Director of the company.

LISTING

Your company's shares are listed in BSE Limited. The listing fee to BSE Limited has been duly paid. The shares are regularly traded in BSE Ltd. and were not suspended at any time during the year.

CEO/CFO CERTIFICATION

As required under SEBI (Listing Obligations and Disclosure Requirements) Rules 2015, the Chairman and Managing Director (Chief Executive Officer) and the Chief Financial Officer have furnished necessary certificate to the Board on the financial statements presented.

DISCLSOURE UNDER SEXUAL HARASSMNT OF WOMEN AT WORK PLACE

As per the provisions of the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal act, 2013 no cases of sexual harassment of women at work place were neither reported nor redressed for the relevant year.

INDUSTRIAL RELATIONS

Relationship with employees was cordial throughout the financial year.

ACKNOWLEDGEMENTS

Your Directors record with a deep sense of gratitude to the working capital bankers for the excellent support and cooperation rendered by them to the company. Your Directors are thankful to its valuable customers, esteemed stakeholders and business associates for their continued support and the confidence reposed in the Company and its Management.