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Director's Report


Change Company Name
Andhra Paper Ltd
Paper
BSE Code 502330 ISIN Demat INE435A01051 Book Value 95.21 NSE Symbol ANDHRAPAP Div & Yield % 1.87 Market Cap ( Cr.) 2,131.67 P/E 8.56 EPS 12.52 Face Value 2

Dear Members,

The Board of Directors has the pleasure in presenting its 60th Report along with the Audited Accounts for the year ended March 31, 2024.

Performance Review

During FY 2023-24, the Domestic Paper market encountered challenges from cheaper imported paper and unfavourable global supply demand imbalances situation resulting in significant price drop and lower sales realisations as against favourable market conditions and buoyant for most varieties / grades of Writing & Printing (W&P) during the entire FY 2022-23.

The decline in net profit during FY 2023-24 is mainly on account of (i) Significant increase in the cost of wood, a key input material for the Company. and wood procurement prices have become almost doubled during the year; (ii) Reduction in the average sales realisations in Domestic Market due to intense competition from Imported Paper, available at Cheaper prices and (iii) Lower production and sales volumes, owing to 41 days of planned maintenance shutdown in the last quarter. Impacts from the above were partially negated by reduction in prices of imported Coal, imported pulp, waste paper and chemicals.

Despite the challenges, the Company's strong distribution network and its proven capability of swinging between the domestic market and exports to balance supply and demand situations, the total sales made by the Company was 2,33,480 metric tones with an increment in domestic sales by 3% on a YoY basis. Andhra Paper made efforts to neutralise these effects by the support of the production vertical with improved performance of Pulp mill and recovery operations.

The management is confident that the capital investment in manufacturing facilities coupled with other initiatives taken during the year will yield positive results in the coming years. Andhra Paper Limited ("the Company", "APL") continued to focus on important initiatives for improving safety and environmental compliance as well as improving the customer experience and operational efficiencies.

Summary of Financial Results

(H. in Crores)

Particulars For the year ended March 31, 2024 For the year ended March 31, 2023
Revenue from Operations 1,800.58 2,097.65
Earnings before interest, depreciation and taxation (EBITDA) 525.93 786.73
Finance costs 4.41 7.17
Depreciation 65.87 63.20
Profit / (Loss) before exceptional items 455.64 716.37
Exceptional items - (15.38)
Profit / (Loss) before tax 455.64 700.98
Tax expense 115.90 178.52
Profit / (Loss) for the year 339.74 522.46

There was no change in the nature of business during the year.

Transfer to reserves

The Company does not propose to transfer any amount to reserves.

Dividend

The Board of Directors at their Meeting held on May 14, 2024 recommended a dividend of H10 per equity share of H10 each, for approval of the Shareholders at the forthcoming Annual General Meeting, and is incompliance with the Dividend Distribution Policy of the Company.

The said Policy is disclosed on the Company's website: https://andhrapaper.com/wp-content/themes/andhrapaper/uploads/investors/1645517957Dividend%20Distribution%20Policy.pdf.

Markets, Customers and Commercial Excellence

The Company sustains its core belief in "Customer First" and its endeavour to create value for the customers,

"Serving you with Pride".

The Customers choose Company's products for quality applications of Printing, Publishing and Converting. With market being volatile throughout the year on account of supply and demand returning from peak levels after recovery from Covid to Pre-Covid levels, the Company was able to use its inherent strength of product mix flexibility across machines to meet changing Customer preferences both in Writing & Printing and Value Added application products. This resulted in incremental sales of Sketch Choice (441% YOY), Stiffener (120% YOY), Straw Paper (94% YOY) and Azurelaid (3% YOY).

APL remains focused on delivering high-quality products with installation of a new Precipitated Calcium Carbonate (PCC) plant during the year, thereby creating a colossal distinguish from the competition offering products up the value chain to the Customers. Apart from improving existing Critical to Quality parameters of existing product offering, continuous endeavour is done to develop new products based on feedback from customers and channel partners to make our products suit the changing end application requirements.

With the volatile demand environment as the year began because of supply/demand imbalances and geopolitical issues that were contrary to the previous year, the Company with its strong Distribution Network across the Country was able to swing supplies to Domestic Customer requirements with 3% incremental domestic sales as a percentage of the overall sales YOY. The delivery schedule adherence helped Company to overcome volatile Trade Flows.

Although there was a long Annual Outage on account of various critical Capital Projects in Rajahmundry Mill for around 41 days, the Company achieved a staggering sales of 2,33,480 MTs.

The Company's fundamental value of "Think Customer" continues to produce desired outcomes to augment customer value by way of offering ‘right products for right applications' at an amplified speed to meet customer requirements.

FY 2024 Highlights:

Sales of 2,33,480 MTs

Domestic Sales of 2,14,134 MTs

Substantial growth in Value Added products like Sketch Choice (441%), Stiffener (120%), Straw Paper (94%) and Azurelaid (3%)

OTIF Score – 96%, one of the best in the Paper Industry

Operational highlights

With the shifting market dynamics, the Company increased its participation in value-added products, including Sketch Choice, Stiffener, Straw Paper and Azurelaid.

Products Y-o-Y sales growth
Sketch Choice 441 %
Stiffener Paper 120 %
Straw Paper 94%
Azurelaid 3%

The Company had put in its paramount efforts to achieve OTIF delivery rate (On-Time-In-Full) at 96%, forecast accuracy to 91%, and improved complaint closure to 90% that is uppermost tier in the Indian Paper Industry.

Operational Highlights keeping in mind "Customer First":

Commissioning of state- of- the- art PCC Plant.

Shifting of outside Conversion Facilities within the Mill Installation of a new Marushi Wrapmatic machine.

Significant capital investment in rebuilt & upgradation of manufacturing facilities.

Mill Development and upgradation

The Board approved capex was integrated in rebuilt and upgradation of manufacturing facilities by replacement of obsolescent machinery and technology with new machinery with latest technologies. The Pulp Mill development was undertaken in phases at Rajahmundry unit starting from 2023 with critical areas of upgradation works in

Fiberline Capacity upgrade to 630TPD

Evaporation plant capacity upgrade to 275TPH

Recovery boiler rebuild to 1500 TDS

Install new lime kiln 3 of capacity 190 TPD

Re-cuasticizer plant upgrade to supply 3200 M3/ day white liquor

New Ash-leaching plant and necessary Auxiliary systems like New Chipper

Paper machine 5 Upgraded by installing new Size press (Voith film press) and Size kitchen to produce surface sized paper to improve print quality and paper strength

Additional capital equipment were installed in place of obsolete machinery to improve efficiency in production processes. In total, an aggregate amount of _520 crores was earmarked for investment in rebuilt and upgradation in critical capital projects, of which _301.81 crores has been spent and the rest of the capital projects for upgradation are in process which are expected to be completed by FY 2024-25. Post completion of some of the critical areas of upgradation and rebuilt, the annual installed capacity of Paper for Unit Rajahmundry stood augmented to 182,400 Tones per annum and for unit Kadiam stood augmented to 73,150 Tones per annum. The capacity utilisation for FY 2023-24 at unit- Rajahmundry stood at 95.3% and at unit Kadiam the same was 102.3%.

Green Field Expansion Project

In January, 2023 the Board had given in-principle approval to exploit opportunities in Paper Board Segment through expansion and capacity addition by setting up an integrated Green Field Project at Unit Kadiyam, East Godavari District, Andhra Pradesh. Proposed Mill Expansion Plan (MEP) with Installation of 1,75,000 TPA Paper Board Machine, 1,60,000 TPA Writing & Printing Paper machine, 1,92,500 TPA New Chemical Wood Pulp mill and 87,500 BD TPA BCTMP connected along with Recovery Plant (1500 TPD of BLS) and Expansion of Co-generation Power Plant from 5.74 MW to 94 MW with New Coal fired Boiler and New TGs and auxiliary facilities in the Existing Paper Mill at Unit: Kadiyam. In this regard, the Company has filed the requisite application with the Ministry of Environment & Forest for Climate Change (MOEF) for Environment Clearance.

Tissue Paper Machine

Post execution of the critical capital projects like increase in ash and loading starch application from execution of other capital projects like on-site Precipitated calcium carbonate (PCC) plant, RJ5 size press and KA3 Size press installation and completion of the Mill development, there shall be a surplus bleached pulp of 80 TPD due to capacity augmentation.

The Company evaluated various options and identified tissue paper project which can efficiently utilise the surplus pulp considering the investment size, faster payback and growth prospects and accordingly the Board approved the tissue machine proposal in February 2024 to produce various grades of tissue paper such as facial, napkin, toilet and towel grade tissue papers which has optimum demand in market. the Company obtained the necessary approval (Consent to Establish) from APPCB dated January 5, 2024 for production of Tissue Paper with capacity up to 35,000 TPA and also signed an agreement with internationally reputed Vendor Valmet AB (Sweden) in May 2024 for supply and commissioning of Tissue paper production line of Capacity with a maximum 129 TPD to produce different grades of tissue Paper and the delivery lead-time would be 16 months from the date of order.

Andhra Pradesh Eastern Power Distribution Company vide their letter dated November 23, 2023 has given approval for enhancement of power transmission lines from existing 33KV to 132 KV potential with 7 MVA additional load for the said project. This will boost the presence of the Company in fast growing tissue paper segment and contribute to the sales volume and Profitability. Tissue Machine ordered on Valmet and basic engineering work in progress. Construction work to start from Sept 2024 and start up scheduled for December 2025.

Raw Material Security

The Company has been continuing its focus on Forestry – Research & Development (R&D) to enhance farmer's income from pulp wood plantation by way of increasing wood yield per unit area and reducing input cost. The Company has again entered into MOU with Institute of Forest Genetics and Tree Breeding (IFGTB), Coimbatore for next five years i.e. from 2024 to 2028 to enhance its research programme in scientific way with the objective to execute its phase-II collaborative Forestry R&D projects. The first phase of R&D projects executed during 2018 to 2023 have concluded and results are very encouraging.

The Company's focus is to transform its Farm Forestry Programme from low yielding seeds origin plantation to high yielding clonal plantation in phased manner for which capacity building and infrastructure development are being expanded to increase clonal plants production in collaboration with partner nurseries in catchment areas. During 2023, Company has tied up with 30 partner nurseries to meet out the requirement of clonal plants. Farm Forestry extension is one of the key areas where the Company carryout village level meeting with farmers, imparting training to nursery growers and farmers, imparting best practices for pulp wood plantation development and also acting as facilitator to address the farmer's concern pertaining to wood resource development and procurement. The Company is supporting farmers by providing quality saplings at subsidised cost, technical know-how for raising plantation at their field, R&D support and ready market for purchase of wood produce.

The Company has facilitated distribution of 130 lakhs of Casuarina clones and 775 lakhs of Casuarina seedlings, covering 11,145 hectares of land and generated 55.7 lakh man-days of employment to the rural society under its farm-forestry program within the catchment area.

Employee Development and Engagement

The Company's agenda for engaging and developing its employees includes initiatives to attract, develop and retain talent. The key focus areas include diversity and inclusion, succession planning, developing a talent pool for critical positions, quality of life programs and leadership development.

The Company has taken a professional approach to industrial relations. The Company continued to treat people with dignity and respect as well as upheld important principles of labour relations.

We believe an engaged and motivated workforce is key to our success. As an employee centric organization, we remain committed to prioritise work life balance and encourage our employees to adopt a healthy lifestyle. To this end, we have organized a number of workshops and training programmes to improve the quality of life & leadership qualities as well. We also have a gym and recreation club for our employees, managed by our Staff Club Committee.

Various events such as Senior Management Team Get-Together, Garden Parties, Diwali Celebrations movies, and cricket telecasts are also organized to boost employee morale.

Leveraging the power of Information Technology

During the year under review, the Company achieved lot of IT effectiveness in business areas by replacing the previous applications with new applications keeping cost effectiveness and optimised use of technology.

IT division achieved economy in operational costs through innovations and consolidation with implementation of new applications replacing high-cost applications and introducing efficient vendors without compromising quality of service.

The following projects were implemented during the year and successfully rolled out:

1. Successfully migrated SAP servers from IBM Cloud to AWS Cloud. This achievement represents a significant milestone in our ongoing efforts to optimize our infrastructure, reduce costs, and enhance service reliability.

2. Replaced the Kronos Time & Attendance application and hardware with a more cost-effective solution, emSphere, integrated with face recognition devices for our permanent employees. Contract workers time & attendance including payroll application replacement is under progress.

3. Successfully integrated all wood depots weighbridges with our SAP system. This integration has enabled to streamline our processes and eliminate manual intervention, leading to greater efficiency and accuracy in the operations.

4. Successfully implemented multiple long-range WiFi devices in the mill areas. This initiative aims to improve operational efficiency and reduce the costs. The deployment of long-range WiFi devices allows us to extend WiFi coverage to areas where installing fiber optic cables would be costly or impractical. This provides cost-effective connectivity solutions without compromising on performance.

5. Successfully implemented in-house developed visitor management system. This system marks a significant milestone in the efforts to enhance security measures and streamline visitor-tracking processes at Unit: Rajahmundry. We are planning to roll out the same visitor management system at Unit: Kadiyam in the near future.

6. Successfully integrated the door lock and unlock system with face recognition devices, also captures employee attendance at the Admin. building in Rajahmundry. This integration represents a significant step forward in our ongoing efforts to enhance security measures and prevent unauthorized entry into the administrative facilities.

7. Successfully implemented Standard Chartered Bank integration with SAP for APL payments. This achievement marks a significant milestone in the ongoing efforts to streamline the Company's financial processes and enhance efficiency in payment management.

8. In-Progress: APL Multi Protocallable switching (MPLS)

& Internet leased lines communication backbone change work is currently underway. We have worked diligently to identify alternative vendors and have issued purchase orders to ensure a cost-effective solution without compromising on service quality. We are confident that the changes being implemented will result in cost savings for APL without compromising on the quality of service provided.

Community Service and Engagement

The Company is committed to the cause of communities where it operates, by supporting Education, Health & Wellness and other genuine requirements of the people therein.

The Company considers the community as its key stakeholder and is one of the foremost proponents of inclusive growth and has continued to undertake projects for overall development and welfare of the society in the fields of health, education, rural development and livelihood interventions etc., and is sensitive to its needs. The Company also extended co-operation and assisted the local administration in development projects and programs.

The Company had adopted a CSR Policy which is placed on the Company's website: https://andhrapaper.com/wp-content/themes/andhra_paper/uploads/investors/1645611255CSR%20Policy.pdf The Members of Corporate Social Responsibility Committee as on March 31, 2024 comprised of:

Mr. Virendraa Bangur – Chairman
Mr. Saurabh Bangur – Member
Mr. Sudarshan V. Somani – Member
Mr. Rajendra Jain – Member

The Report on CSR activities is attached as Annexure – 1 to this report.

Awards

During the year, the Company secured SILVER AWARD in the chemical industries, paper category "Industrial Safety Leadership Award" at Confederation of Indian Industry Andhra Pradesh Industrial Safety excellence awards 2023 for Unit: Kadiyam.

Related Party Transactions

All related party transactions that were entered into during the financial year under review were at arm's-length basis and also in the ordinary course of business. There were no material significant related party transactions entered into by the Company with the Promoters, Promoter group entities, Directors, Key Managerial Personnel which may have a potential conflict with the interests of the Company at large.

The Board of Directors approved a Policy on Related Party Transactions which is placed on the Company's website: https://andhrapaper.com/ wp-content/uploads/2023/04/Policy-on-related-party-transactions-1.pdf. The disclosures on related party transactions are given in Notes to the financial statements.

Remuneration Policy

The Company has adopted the Nomination and Remuneration Committee Charter which contains, inter alia, framework for Directors' appointment and remuneration, criteria for determining the qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, 2013 ("The Act").

Pursuant to Section 178(4) of the Act, the Company also adopted Remuneration Policy relating to remuneration for the Directors, Key Managerial Personnel and Senior Executives in the rank of Vice President and above. The Remuneration Policy is placed on Company's website: https://andhrapaper.com/wp-content/themes/andhra_paper/uploads/investors/1599824266Remuneration%20Policy.pdf.

Energy Conservation, Technology Absorption & Foreign Exchange earnings and outgo

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure - 2 attached to this Report.

Risk Management

The Company has a robust business risk management framework to identify and evaluate business risks and opportunities. This framework aims to create transparency, minimize adverse impact of risks on the business objectives and enhance the Company's competitive advantage. Some of the critical risks that have been identified are Fibre Procurement, Competition risk, Occupational Health & Safety, environmental etc.

Directors

Mr. Rajendra Jain, Non-Executive Director resigned from the Company effective May 14, 2024. The Board placed on record its warm appreciation for the excellent contributions made by Mr. Rajendra Jain during his tenure as a Non-Executive Director of the Company.

Mr. Mukesh Jain, whole-time Director (designated as Executive Director) is liable to retire by rotation at the ensuing Annual General Meeting, as per the provisions of the Companies Act, 2013 and being eligible, offered himself for reappointment.

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, reappointed Mr. Mukesh Jain as whole-time Director (designated as Executive Director) of the Company for a further period of 3 (three) years effective November 10, 2024 subject to approval of shareholders at the ensuing Annual General Meeting.

The Board commends his reappointment

Independent Directors

Mr. Virendra Sinha, Mr. Sitaram Sharma, Mrs. Papia Sengupta, Mr. Arun Kumar Sureka and Mr. Sudarshan Vijaynarain Somani are Independent Directors of the Company.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulations 16(1) (b) and 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations") and that they are independent from the Management of the Company and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence. Further, all the Independent Directors have given declarations that they complied with the provisions of Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, they have given declarations that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Business Conduct and Ethics of the Company.

A separate Meeting of Independent Directors was held on March 08, 2024. All the Independent Directors of the Company attended the said Meeting.

Details of Key Managerial Personnel

As on March 31, 2024, Mr. Shree Kumar Bangur, Chairman & Managing Director, Mr. Saurabh Bangur, Joint Managing Director, Mr. Mukesh Jain, whole-time Director(Executive Director), Mr. Rajesh Bothra, Chief Financial Officer and Mr. Bijay Kumar Sanku, Company Secretary are the Key Managerial Personnel of the Company.

Meetings of the Board

During the year under review, four Board meetings and four Audit Committee meetings were held. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013. The details of the meetings held are given in the Corporate Governance Report forming part of this Report.

Performance Evaluation

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Annual performance evaluation of Board, its Committees, Chairman & Managing Director, Joint Managing Director and Executive Director has been carried out based on various parameters.

A separate exercise for the financial year 2023-24 was carried out to evaluate the performance of all individual directors including Independent Directors who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and its minority shareholders etc.

Board Training and Induction

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the compliances required from him/her under the Act, the SEBI Listing Regulations and other relevant Laws and Regulations. Details of Familiarization of Directors are disclosed on the Company's website https://andhrapaper.com/wp-content/uploads/2024/06/Familiarization-Programme-during-the-year-2023-24.doc.

Audit Committee

The Audit Committee as on March 31, 2024 comprised of Mr. Sudarshan V. Somani as Chairman and Mr. Virendra Sinha, Mr. Arun Kumar Sureka and Mr. Saurabh Bangur as other Members. All the recommendations made by the Audit Committee were accepted by the Board.

Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in Annexure-3. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. If any Member is interested in obtaining information on Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, such Member may, write to the Company Secretary at the Registered Office in this regard or can inspect the related documents/ information at the Registered Office of the Company.

Vigil/Whistle Mechanism

The Company has adopted Whistle Blower Policy to deal with instance of fraud or any unethical or improper practices. A copy of this Policy is placed on the Company's website https://andhrapaper.com/wp-content/themes/andhra_paper/uploads/investors/1658382966Whistle%20Blower%20 Policy%20modified%20on%2021.07.2022.

Internal Financial Controls

The Company established internal financial control(s) commensurate with the size, scale and complexity of the operations. Internal audit function is being handled by a professional firm of chartered accountants. The main function of Internal Audit is to monitor and evaluate adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners take corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions are reported to the Audit Committee.

Statutory Auditors audited the Internal Financial Controls (IFC) over financial reporting of the Company as of March 31, 2024 in conjunction with audit of the financial statements of the Company for the year ended on that date. Unmodified opinion on IFC was given by them.

Statutory Auditors

The Report of Auditors for the fiscal year 2024 does not have any qualifications, reservations or adverse remarks. The Report is enclosed with the financial statements in this Annual Report.

Messrs MSKA & Associates, Chartered Accountants, Statutory Auditors of the Company have been appointed, for a term of five years, to hold office from the conclusion of 58th Annual General Meeting till the conclusion of 63rd Annual General Meeting corresponding to the financial years from 2022-23 to 2026-27.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Messrs D. Hanumanta Raju & Co., a firm of Company Secretaries to undertake the secretarial audit of the Company for the financial year 2023-24. Secretarial Audit Report under Section 204(1) of the Act issued by Messrs D. Hanumanta Raju & Co., Practicing Company Secretaries, in respect of financial year 2023-24 is attached as Annexure - 4 to this Report.

The Report of Secretarial Auditors does not have any qualifications, reservations or adverse remarks.

Cost Auditors

In terms of Section 148 of the Act read with the Companies (Audit & Auditors) Rules, 2014, the Board at their Meeting held on May 14, 2024, on the recommendation of Audit Committee, appointed M/s. Narasimha Murthy & Co., Cost Accountants as Cost Auditors of the Company for the financial year 2024-25, at a remuneration of H4.00 lakhs plus applicable taxes and reimbursement of out-of-pocket expenses and their remuneration is being submitted for ratification by the Members at the forthcoming Annual General Meeting.

Cost Accounting Records and Cost Audit

Cost accounting records for the financial year under review were maintained as per the Companies (Cost Records and Audit) Rules, 2014. M/s. Narasimha Murthy & Co., Cost Accountants were appointed as Cost Auditors of the Company to audit the Cost Records for the year ended March 31, 2024. The Cost Audit Report for the financial year ended March 31, 2023 was filed with the Ministry of Corporate Affairs in August, 2023.

The Cost Audit Report for the year ended March 31, 2024 will be filed within the due date.

Public Deposits

During the year under review, the Company has not invited, accepted or renewed any deposits under chapter V of Companies act, 2013.

Particulars of loans, guarantees, security or investments

The particulars of loans, guarantees, and investments covered under the provisions of Section 186 of the Act have been disclosed in the financial statements.

Subsidiary Company

The Company made an investment of H5.00 lakhs by way of share capital in Andhra Paper Foundation ("Foundation"), incorporated under Section 25 of the Companies Act, 1956, wherein the excess of income over expenditure will be applied for promoting its objectives. Accordingly, the accounts of Andhra Paper Foundation were not consolidated, since the holding Company will not derive any economic benefit from its investment in Foundation.

The Company undertakes that annual accounts of Foundation and the related information will be made available to the members of holding company seeking such information at any point of time. The annual accounts of Foundation are placed on the Company's website: https://andhrapaper.com/ investors-subsidiary-company/ and are also available for inspection by any member at the Registered Office of the Company during business hours on all working days of the Company. A statement containing salient features of the financial statement of Foundation for the financial year ended March 31, 2024 is attached as Annexure - 5 to this Report.

Annual Return

In terms of Section 92(3) of the Act, the Annual Return for the financial year ended March 31, 2023 is displayed on the Company's website: https://andhrapaper.com/ wp-content/uploads/2024/06/Form_MGT_7-for-the-year-ended-31.03.2024.pdf.

Business Responsibility and Sustainability Report (‘BRSR')

Pursuant to Regulation 34 of the SEBI Listing Regulations, ‘Business Responsibility and Sustainability Report' forms part of this Report as Annexure -6, which describe the initiatives taken by the Company from an environment, social and governance perspective.

Material changes and commitments affecting the financial position of the Company which occurred between end of financial year and date of the Report

Operations of the Manufacturing plant situated at Unit: Rajahmundry was disrupted due to illegal strike of the workers called by the Workers Trade Unions w.e.f. April 2, 2024 to April 25, 2024 resulting in Loss of production of _ 1.6 crores per day of strike approximately. the operations at unit: Kadiyam were also disrupted due to shortage of pulp which is the main input from Rajahmundry unit and resumed operations with the call off of illegal strike by Rajahmundry unit workers.

Directors' Responsibility Statement

The Board of Director shere by confirms and declares that:

In the preparation of final accounts for the year ended March 31, 2024 the applicable accounting standards had been followed; they had selected such accounting policies and applied them consistently and made judgements 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 financial year end March 31, 2024 and of the profit and loss of the Company for the year; they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; they had prepared the accounts for the year ended March 31, 2024 on a ‘going concern' basis; they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

General

During the year under review, the Chairman & Managing Director of the Company has not received any remuneration or commission from the subsidiary company.

There were no significant and material orders passed by the regulators or courts or tribunals which would impact the going concern status of the Company and its future operations.

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

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 thereunder for prevention and redressal of complaints of sexual harassment at workplace. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year, no complaints were received by the Company under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There is no application or proceeding pending under Insolvency and Bankruptcy Code, 2016

The company has complied with all the applicable laws, rules, regulations and secretarial standards

All Policies as required under the Act or the SEBI Listing Regulations are available on the website of the Company: https://andhrapaper.com/investors-policies/.

Acknowledgements

The Board of Directors wish to place on record their gratitude to the Central Government, Government of Andhra Pradesh, Government of Telangana and Banks for their continued support during the year.

The Board of Directors wish to convey their thanks to the valued customers and dealers for their continued patronage and place on record their appreciation of the contribution made by all the employees during the year under review.

For and on behalf of the Board

Place: Rajahmundry Shree Kumar Bangur
Date: May 14, 2024 Chairman & Managing Director