DIRECTOR'S REPORT


Dear Members,

Your Directors are pleased to present before you, the Fifty-third Annual Report along
with the Audited Financial Statements of the Company for the Financial Year ended on 31st
March, 2023.

The Company's financial performance, for the year ended March 31,2023 is summarized
below:


  

    

    
(INR in millions)
  
  

    

    
For the year ended
  
  

    

    
31/03/2023
    
31/03/2022
  
  

    
Revenue from operations
    
1,643.69
    
1,452.44
  
  

    
Profit before taxation
    
428.02
    
395.41
  
  

    
Tax expense
    
110.44
    
102.27
  
  

    
Total comprehensive income for the year
    
316.82
    
293.48
  
  

    
Earnings Per Share (EPS) (In rupees)
    
72.34
    
66.77
  


There were no material changes and commitments affecting the financial position of the
company, which have occurred since the end of the financial year.


DIVIDEND


The Company endeavors to make dividend payout in such a way so that it results in
capital appreciation for shareholders and also that the long term growth objectives of the
Company can be met through internal accruals as and when the need arises.

Accordingly, the Directors are recommending for your approval payment of dividend @
70%, i.e., of Rs.7/- per equity share of Rs.10/- each fully paid-up, for the year ended 31st
March, 2023, aggregating to Rs.30.75 million. The dividend, if approved at the Annual
General Meeting, would be paid to the eligible members, subject to TDS at applicable
rates, within the stipulated time.


DIRECTORS


Mr. Ravinder Nath shall be retiring by rotation at the forthcoming Annual General
Meeting (AGM) and being eligible, offers himself for reappointment.

Mr. Nath is an Advocate of Supreme Court of India and Partner at one of India's oldest
and reputed legal firms-Rajinder Narain & Co. LLP He is a Commerce Graduate and has
done his LLB - International & Company Laws from King's College, London and PIL from
Harvard. He possesses rich and specialized experience in cross border acquisitions &
transactions.

During his association with the Company since 1998, he has contributed to the Company's
growth with his vast experience and knowledge. Hence, the Nomination and Remuneration
Committee, as well as the Board of Directors, are of the view that his continued presence
on Board would be beneficial for the Company.

During the year under review, the Board of Directors approved the appointment of Ms.
Pallavi Dinodia Gupta, as an ‘Independent Woman Director', w.e.f. 29th
May, 2022, subject to approval by shareholders of the Company and the Board of Directors
satisfied themselves about the integrity, expertise and proficiency of Ms. Pallavi Dinodia
Gupta. Subsequently, her appointment as an ‘Independent Woman Director' effective
from 29th May, 2022 has also been approved by shareholders of the Company at
the AGM held on 17th August, 2022 in accordance with the provisions of the
Companies Act, 2013, for an initial period of one year.

Further, based on the recommendation of the Nomination and Remuneration Committee, the
Board of Directors have recommended the appointment of Ms. Pallavi Dinodia Gupta as an
Independent Woman Director with effect from 29th May, 2023 for a period of 5
years, subject to approval of shareholders at the ensuing Annual General Meeting (AGM).
She is an established expert in taxation and finance. In addition to Chartered Accountancy
expertise, she is trained as a lawyer and has also worked with numerous global and
domestic businesses in Europe, Asia and India over the past two decades. She has completed
her Bachelor of Law from Delhi University.

In Compliance with the requirements of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (here-in-after referred to as
‘Listing Regulations'), brief resume, expertise and details of other directorships,
membership in Committees of other companies and shareholding in the Company, of Directors
who are proposed to be re/appointed, are as under:


  

    
Name of the Director
    
Mr. Ravinder Nath
    
Ms. Pallavi Dinodia Gupta
  
  

    
DIN
    
00062186
    
06566637
  
  

    
Age in years
    
78 years
    
42 years
  
  

    
Date of initial Appointment in the Company
    
24th October, 1998
    
29th May, 2022
  
  

    
Expertise in Special Functional Areas
    
Legal
    
Taxation, Finance & Legal
  
  

    
Qualification
    
B.Com (H), LLB, International Law, London
    
B. Com (H); LLB; and Chartered Accountancy
  
  

    
Directorships held in other Companies in India, as on 31/03/2023
    
1. Somany Ceramics Limited (Listed entity)
    
Listed Companies:
  
  

    

    
2. Kadimi Construction Private Limited
    
1. Jagson Pal Pharmaceuticals Limited
  
  

    

    
3. Knowcross Solutions Private Limited
    
2. Indiamart Intermesh Limited
  
  

    

    
4. LEGO India Private Limited
    

  
  

    

    
5. Jay Dee Ess Leasing Company Private Limited
    

  
  

    
Name of the Director
    
Mr. Ravinder Nath
    
Ms. Pallavi Dinodia Gupta
  
  

    
Membership of Committees of other Companies, in which he/she is a
    Director, as on 31/03/2023
    
CSR Committee:
    
Audit Committee:
  
  

    

    
Somany Ceramics Limited
    
Jagson Pal Pharmaceuticals Limited
  
  

    

    

    
Indiamart Intermesh Limited
  
  

    

    

    
Nomination and Remuneration Committee:
  
  

    

    

    
Indiamart Intermesh Limited
  
  

    

    

    
SRC Committee:
  
  

    

    

    
Jagson Pal Pharmaceuticals Limited (Chairperson)
  
  

    

    

    
Risk Management Committee:
  
  

    

    

    
Indiamart Intermesh Limited (Chairperson)
  
  

    

    

    
CSR Committee:
  
  

    

    

    
Jagson Pal Pharmaceuticals Limited
  
  

    

    

    
Indiamart Intermesh Limited
  
  

    
Listed entities from which resigned in past three years
    
Nil
    
Nil
  
  

    
Number of shares held in the Company (Including those held by
    relatives)
    
Nil
    
Nil
  
  

    
Skills and capabilities for the role of Independent Director
    
Not applicable
    
Details given in above paragraphs
  


None of the Directors of the Company have any inter-se relationship with each other. 


PERFORMANCE OVERVIEW

TRANSFER TO RESERVES


For the year under review, Company has added the entire available surplus to the
brought forward balance in "Statement of Profit and Loss", without making any
transfer to the general reserve.


PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS


During the year under review, the company neither gave any loans or guarantee nor made
any investments in terms of provisions of Section 186 of the Companies Act, 2013.


CHANGES IN THE NATURE OF BUSINESS


There is no change in the nature of the business of the Company during the Financial
Year 2022/23.


CAPACITY ENHANCEMENT


The Company is in the process of its capacity enhancement, which is likely to mainly
result in improvement in quality, productivity and customer satisfaction in coming years.
However, the commissioning of equipment was delayed due to inability of visit by foreign
technical team on site, owing to restrictions related to Covid-19.


SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS


There are no significant material orders passed by the Regulators or Courts or
Tribunals, which would impact the ‘going concern' status of the Company and its
future operations. However, members' attention is drawn to the details about Contingent
Liabilities and Commitments appearing in the Notes forming part of the Financial
Statements.


INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS


Details of Internal Financial Controls and its adequacy are included in the Management
Discussion and Analysis Report, which forms part of this Report.


PARTICULARS OF CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES


As per the provisions of Companies Act, 2013 and Regulation 23 of ‘Listing
Regulations', the Company has formulated a Policy on Related Party Transaction to ensure
transparency in transactions between the Company and the related parties. The said Policy
is available at link of ‘Company Policies' on ‘Investor Corner' page on the
company's website at www.voithpaperfabricsindia.com

During the year under review, all transactions with related parties were carried out in
the ordinary course of business at arms' length basis and details of such transactions
(including related party transactions considered as ‘material') are mentioned in
Notes attached to the Financial Statements, appearing elsewhere in the Annual Report.
Further, Form AOC-2 containing the necessary disclosure in this regard is attached as
Annexure - I and forms an integral part of this report.


AUDITORS REPORT


The observations of statutory auditors are self-explanatory and therefore do not call
for any further comments.


AUDITORS


A. Statutory Auditors - During the year under review, M/s B S R & Co. LLP,
Chartered Accountants, carried out the Statutory Audit and submitted their report.

B. Internal Auditors - During the year under review, M/s Lodha & Co., Chartered
Accountants, carried out the Internal Audit and submitted their report.

C. Secretarial Auditors - During the year under review, M/s P.C. Jain & Co.,
Company Secretaries, carried out the Secretarial Audit and submitted their report.


DIRECTOR'S RESPONSIBILITY STATEMENT


Pursuant to Sections 134(3)(c) and 134(5), the Board of Directors, to the best of their
knowledge and ability, confirm that:

1. In preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and are prudent so as to give a true
& fair view of the state of affairs of the Company at the end of the Financial Year
and of the profits of the Company for the period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and preventing and detecting fraud and other irregularities;

4. the Directors have prepared the Annual Accounts 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 operating efficiently;
and

6. 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.


RISK MANAGEMENT


The Board confirms that there exists a structure in the Company to identify, assess,
evaluate and mitigate various types of risks with respect to operations of the Company. In
view of the Board, none of the elements of any such risk threaten the existence of the
Company.


DECLARATION BY INDEPENDENT DIRECTORS


The Company has received necessary declaration from each Independent Director under
Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the
‘Listing Regulations'.


CORPORATE GOVERNANCE


The Board of Directors has laid down a Code of Conduct to be followed by all the
Directors and members of Senior Management of your Company. The Board of Directors
supports the principles of Corporate Governance and lays strong emphasis on transparency,
accountability and integrity.

A Report on Corporate Governance along with required Certificate from a Company
Secretary in Practice, pursuant to requirements of the Listing Regulations has been
included in this Report separately. In terms of Regulation 17(8) of the Listing
Regulations, a Certificate of CEO & CFO is also provided to the Board.


ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO


The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo as stipulated under Section 134(3)(m) of the Act, read along with Rule
8, of Companies (Accounts) Rules, 2014, is given in Annexure - II.


BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT


As Company is not falling under the Top-1000 listed entities, based on market
capitalization as at 31/03/2023, the provisions of Regulation 34(2)(f) of the Listing
Regulations pertaining to the Business Responsibility and Sustainability Report (BRSR),
are not applicable.


FIXED DEPOSITS


The Company has neither invited nor accepted any deposits from public during the year
under review and there are no unclaimed or unpaid deposits lying with the company for the
year under review.


PARTICULARS OF EMPLOYEES


Particulars required to be disclosed in pursuance of the provisions of Section 197,
read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are given in Annexure - III.


ANNUAL EVALUATION BY THE BOARD 


The Board has carried out the annual evaluation of its own performance, of each of its
Committee and of all individual Directors, as required under the provisions of Section
134(3)(p) of the Companies Act, 2013 and the applicable provisions of Listing Regulations.
The manner in which such performance evaluation exercise was carried out is given below:

The Nomination and Remuneration Committee (NRC) carries out the evaluation process at
initial stage, followed by evaluation by Board. The performance evaluation framework is in
place to seek the response of each Director on the evaluation of the entire Board and
Individual Directors, on defined parameters.

The criteria of evaluation of Board as well as that of its each Committee; and
individual Directors, including the Chairman of the Board; as defined by NRC in this
regard, includes attendance and contribution of each Director at the meetings or
otherwise, independent judgment, adherence to code of conduct and business ethics,
monitoring of regulatory compliance, risk management and review of internal control
system, etc.

The performance of the Board and Individual Directors was also evaluated by the Board
seeking inputs from all Directors on aforesaid parameters. The performance of Committees
was evaluated by the Board seeking inputs from concerned Committee Members. A separate
meeting of the Independent Directors was also held to review the performance of
Non-independent Directors; performance of the Board as a whole and performance of the
Chairman of the Company, taking into account the views of Executive as well as
Non-Executive Directors.


PREVENTION OF SEXUAL HARASSMENT CASES 


As required under the provisions of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 read with Rules made thereunder, the
Company has constituted an "Internal Complaints Committee" which is responsible
for redressal of complaints related to sexual harassment. The necessary disclosure in
terms of requirements of Listing Regulations in this regard is given below:

a) Number of complaints filed during the financial year - Nil

b) Number of complaints disposed of during the financial year - Nil

c) Number of complaints pending as on end of financial year - Nil 


NUMBER OF MEETINGS OF THE BOARD


During the year under review, four meetings were convened and held. Details of
composition of Board and its committees and of the meetings held, attendance of the
Directors and other relevant details are provided in the Corporate Governance Report.

The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and Listing Regulations and the circulars issued by the MCA and SEBI
in this regard.


POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION 


The Board has originally constituted its Remuneration Committee on 31st
January, 2002 as part of good corporate governance practice. The current policy is to
ensure that appropriate and suitable members are appointed on the Board of the Company and
that the level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate Directors and meets appropriate benchmarks.

The Nomination & Remuneration Committee, at its sole discretion, considers the
integrity, qualification, expertise, proficiency and experience of the person for
appointment as a Director and then recommends to the Board of his/her appointment.


REMUNERATION CRITERIA 


• Executive Director / Managing Director / Whole-time Director: They shall be paid
remuneration comprising of several components (including fixed as well as variable)
decided and approved by the Board from time to time on recommendation of the Committee.
Such remuneration is determined according to industry standards, experience, laws and
regulations, prevailing market conditions and the scale of Company's business relating to
the position.

• Other Directors: The Company remunerates its Non-Executive Indian Directors by
way of Sitting Fees for attending meetings of the Board and/or any Committee thereof as
may be decided by the Board from time to time, subject to the maximum amount as may be
prescribed by the Central Government in this regard.

The policy is available at ‘Company Policies' link on ‘Investors Corner' page
at Company's website at www.voithpaperfabricsindia.com SECRETARIAL AUDIT



Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s P.C. Jain & Co., Company Secretaries to undertake the Secretarial Audit
of the Company. The report of the Secretarial Audit is annexed as Annexure - IV.

The Secretarial Audit Report does not contain any qualification, observation or other
adverse remarks.


FRAUDS REPORTED BY THE AUDITORS 


None of the auditors - Statutory, Secretarial or Internal - have reported any incident
of fraud to the Audit Committee/Board of Directors, in their respective report, for the
periods reviewed by them.


SECRETARIAL STANDARDS 


The Company has complied with the applicable Secretarial Standards, as amended from
time-to-time.


SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES 


The Company neither has any subsidiary, joint venture or associate company; nor has any
Company become or ceased to be its subsidiary, joint venture or associate company, during
the year.


ANNUAL RETURN 


As required under the provisions of Section 92(3) read with section 134(3)(a) of the
Companies Act, 2013, a copy of the relevant Annual Return would be made available at
‘Investor Relations' link on the ‘Investors Corner' page of Company's website at
www.voithpaperfabricsindia.com


MAINTENANCE OF COST RECORDS 


Maintenance of cost records as specified under the provisions of Section 148(1) of the
Companies Act, 2013 are not applicable for the business activities carried out by
the Company.


PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 


No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31of 2016) during the year along with their
status as at the end of the financial year is not applicable.


VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS 


The requirement to disclose the details of difference between amount of the valuation
done at the time of one-time settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof, is not applicable.


APPRECIATIONS 


The Board of Directors place on record their deep appreciation to employees at all
levels for their hard work, dedication and commitment, in particular during the year. The
enthusiasm and unstinting efforts of the employees have enabled the Company to remain an
industry leader.

The Board conveys its appreciation for its customers, shareholders, suppliers as well
as vendors, bankers, business associates, regulatory and government authorities for their
continued support. The Board would like to reiterate its commitment to continue to build
the organization into a truly world-class enterprise in all aspects.


  

    

    
For and on behalf of the Board of Directors
  
  

    

    
Ravinder Nath (DIN: 00062186)
    
R. Krishna Kumar (DIN: 05344619)
  
  

    

    
Director
    
Managing Director
  
  

    
Date : 12th May, 2023
    

    

  
  

    
Place : Faridabad