Ruchira Papers Ltd

We are delighted to present report of directors on our business and operations for the year ended 31^st March, 2024.

FINANCIAL RESULTS :

The Company's financial performance for the year ended 31^st March 2024 is summarized below:

(H in Lakh)

CORPORATE OVERVIEW

The Company is engaged in the business of manufacturing of Writing & Printing Paper and Kraft Paper. The Writing and Printing Paper is being manufactured by using agricultural residues, such as wheat straw, Bagasse, Sarkanda, Softwood Pulp and other fillers and the Kraft Paper is being manufactured by using wastepaper and agriculture residues, such as Bagasse, Wheat Straw, Sarkanda etc. The company has made proactive investments in chemical recovery, effluent treatment and power co-generation plants on the one hand and the consumption of renewable agro-based raw material on the other. Our Tagline "committed to the earth" reflects our commitment.

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE AND OPERATIONS

The overall FY 2023-24 was good for our Company, we achieved volume growth, the NSR of Writing and Printing Paper (WPP) and Kraft Paper experienced a decreased trend compared to the previous year. We are actively analyzing these trends and implementing strategies to optimize strengthen bottom-line of the Company.

We are taking a proactive approach to navigate the current market dynamics impacting NSR. Our focus remains on innovation to enhance product value and customer satisfaction to drive long-term growth. We remain committed to delivering value to our shareholders, customers, and stakeholders and identifying and capitalizing on opportunities to further improve profitability.

1. Production Volume Growth: During FY 202324, the Company registered a positive growth of 1.66% on a Year-on-Year (YoY) basis, achieving a production of 149198 MT compared to 146758 MT in FY 2022-23. This demonstrates our commitment to operational efficiency and meeting market demands

2. Revenue Growth: While overall revenue decreased, it's important to acknowledge the continued volume growth and qty sold 148373 MT in FY 2023-24 compared to 146965 MT in FY 2022-23. We are actively addressing the decrease in Net Sales Realization (NSR) for Writing and Printing Paper (WPP) and Kraft Paper. The Company's total revenue for FY 202324 stood at Rs. 65759.80 Lakh compared to Rs. 80270.11 Lakhs in FY 2023-24.

3. EBITDA Margins: The Company's EBITDA margins stood at Rs. 8177 Lakh in FY 2023-24 compared to Rs. 10919.40 Lakh in FY 2022-23.

4. Revenue Sharing: During FY 2023-24, the revenue sharing between Writing and Printing Paper & Kraft Paper was at 59.84% and 40.16%, respectively.

5. Net Average Sales Realization (NSR): The NSR of Writing and Printing Paper decreased to Rs. 71414 PMT in FY 2023-24 from Rs. 83619 PMT in FY 2022-23 and the NSR of Kraft Paper to Rs. 28315 PMT in FY 2023-24 from 35579 PMT in FY 2022-23

6. Net Profit: The Company maintained a healthy net profit of Rs. 4,919.49 lakh in FY 2023-24.

INDIAN ACCOUNTING STANDARDS (IND AS)

The financial results for the year ended 31^st March 2024 have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013.

DIVIDEND

Based on the Company's performance, The Board of Directors are pleased to recommend a dividend of Rs. 5/- (50% on Face value) per equity share for the financial year ended 31^st March 2024 (Previous year- Rs. 5/- per equity share). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on close of business hours on Tuesday, 17^th September 2024; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) limited, as beneficial owners as on that date. The payment of such dividend will be made on or after 7^th October, 2024.

TRANSFER TO RESERVES :

The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriations.

EXPANSION :

During the year under review, no major expansion undertaken by the company.

CREDIT RATING :

During the year under review, the facility wise credit rating is as under:

CHANGES IN THE NATURE OF BUSINESS, IF ANY :

There was no change in the nature of business of the Company during the financial year ended 31^st March 2024. Further there have been no material changes and commitments affecting financial position of the Company from the end of financial year till the date of this report.

SHARE CAPITAL AND LISTING OF SHARES:

During the year under review, the company has not increased its authorized capital as well as paid up capital.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

The Board of Directors consists of Fourteen (14) Directors, out of which Seven (7) are Executive Director including One (1) Woman Director and Seven (7) are Independent Directors including One (1) Woman Director.

Mr. Subhash Chander Garg and Mr. Umesh Chander Garg, Whole Time Directors retiring by rotation and being eligible, offered himself for re-appointment at the ensuing Annual General Meeting.

During the period under review, Sh. S K Dewan passed away on 16.08.2023 and Mr. Ranjit Singh Sidhu was appointed as Non-Executive Independent director in the Board Meeting w.e.f. 08.11.2023, approval of the shareholders was obtained on 11.01.2024 through postal ballot to hold office for five years commencing from 08^th November 2023 till 7^th November September 2028.

Independent Directors have given declarations that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with schedules and rules issued as well as Regulation 16(1)(b) of Listing Regulations.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS :

In terms of applicable provisions of the Companies Act, 2013 read with rules framed there under and provisions of Listing Regulations and on the recommendation of Nomination and Remuneration Committee, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board, its Committees along with performance evaluation of each Director carried out on an annual basis. Accordingly, the annual performance of the Board, its committees and each director was carried out for the Financial Year 2023-24. The Independent Directors in their separate meeting held on 19^th March 2024 have reviewed the performance of non-independent directors, Chairman and Board as a whole along with review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same. Further the Board, at its meeting held on 27^th May 2024 also reviewed the performance of the Board, its committees and all Individual Directors of the Company and expressed its satisfaction over the performance of the Board, its Committees and individual Directors. Furthermore, Board is of the opinion that Independent directors of the company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.

Criteria for evaluation of individual Directors include aspects such as professional qualifications, prior experience, especially experience relevant to the Company, knowledge and competency, fulfillment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, independence and guidance/ support to management outside Board/ Committee Meetings. In addition, the Chairman is also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders' interests in mind and effectiveness as Chairman.

Criteria for evaluation of the Committees of the Board include mandate and composition; effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information; independence of the Committee from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relationship of the Committee with the Board and management.

In terms of the Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company as on 31^st March 2024:

1. Mr. Subhash Chander Garg - Chairman & Whole Time Director

2. Mr. Jatinder Singh -

Co Chairman & Whole Time Director

3. Mr. Umesh Chander Garg - Managing Director

4. Mrs. Ruchica Garg Kumar - Whole Time Director

5. Mr. Deepan Garg -Whole Time Director

6. Mr. Daljeet Singh Mandhan - Whole Time Director

7. Mr. Vipin Gupta - CFO & Executive Director

8. Mr. Iqbal Singh - Company Secretary & Compliance Officer

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS :

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices. The details of such familiarization programs for Independent Directors are posted on the website of the Company and can be accessed at http://www.ruchirapapers.com/ investors.html.

PUBLIC DEPOSITS :

The Company has not accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) for the time being in force) and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of Balance Sheet.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES :

The Company does not have any Subsidiary, Joint Ventures or Associate Company as on 31^st March 2024.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your company, risk management systems and other material developments during the Financial Year 2023-24.

CORPORATE GOVERNANCE :

Your Company continues to be committed to good Corporate Governance aligned with good practices. A separate report on Corporate Governance along with Practicing Company Secretary Certificate on compliance with the Corporate Governance as stipulated in Regulation 34 of the Listing Regulations forms an integral part of this Annual Report.

HUMAN RESOURCE MANAGEMENT :

Our Employees are the most valuable assets of the Company. We encourage innovation, meritocracy and the pursuit of excellence. We have set up a scalable recruitment and human resources management process, which enables us to attract and retain employees. Cordial employee relations were maintained throughout the year in the Company. The directors express their appreciation for the contribution made by employees to the operations of the Company during the year.

CORPORATE SOCIAL RESPONSIBILITY :

Your Company has constituted an independent Corporate Social Responsibility Committee pursuant to section 135 of the Companies Act, 2013.

Company's Philosophy:

The Company's CSR philosophy is based on the belief that a successful business can develop only by creating a prosperous society around. Reaching out to deprived communities is part of the Company's vision and its CSR initiatives aim at supplementing government endeavors' to help the citizens in the vicinity to achieve better living standards and good quality of life. The Company has been engaging with civil society, public at large through dissemination of its CSR initiatives.

The Company would also undertake other need based initiatives in compliance with Schedule VII of the Act.

Corporate Social Responsibility Policy:

The Company has adopted a Corporate Social Responsibility Policy as required under section 135 of the Companies Act, 2013 for the activities covered under Schedule VII of the Act. The CSR Policy may be accessed on the Company's website at https://www. ruchirapapers.com/investors.html

The Annual Report on CSR activities is annexed herewith marked as Annexure I.

RISK MANAGEMENT :

Your directors continuously evaluate the risks faced by the Company which could affect its business operations or threaten its existence. The Company takes appropriate risk containment measures and manages the same on an ongoing basis.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Directors have laid down internal financial controls to be followed by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and the completeness of the accounting records and the timely preparation of reliable financial information. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

EMPLOYEE STOCK OPTION SCHEME :

At present, the Company does not have any Employee Stock Option Scheme.

INSURANCE:

The assets of the Company are adequately insured against loss from fire, riot, earthquake, flood etc. and other risks which are considered necessary by the Management.

AUDITORS AND AUDITOR'S REPORT :

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, at the 43 ^rd Annual General Meeting held on 29^th September 2023, M/s Moudgil and Company, Chartered Accountant (Firm Registration No. 001010N) were appointed as Statutory Auditors of the Company to hold office until the conclusion of 48^th Annual General Meeting at such remuneration and out of pocket expenses, as shall be fixed by the Board of Directors of the

Company. The Ministry of Corporate Affairs vide notification dated 7^th May 2018 obliterated the requirement of seeking Member's ratification at every AGM on appointment of Statutory Auditors.

AUDITOR'S REPORT :

M/s Moudgil and Company, Chartered Accountants, Statutory Auditors of the Company have submitted Auditor's Report on the financial statement of the Company for the Financial Year ended 31^st March 2024. The Report given by the Auditors on the financial statement of the Company is part of the Annual Report. The Auditor's Report for the financial year ended 31^st March 2024 does not contain any qualification, reservation or adverse remark(s).

COST-AUDITORS :

Maintenance of Cost Records as specified by Central Government under sub section (1) of section 148 of Companies Act, 2013 is applicable to the company and accordingly such accounts and records are made and maintained by the Company.

The Board of Directors of your Company, on the recommendations made by the Audit Committee at its meeting held on 27^th May 2024 has approved the re-appointment of M/s Sanjay Kumar Garg & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2024-25. The remuneration proposed to be paid to the Cost Auditor, subject to your ratification at the ensuing Annual General Meeting is Rs.80,000/- (Eighty Thousand Only) excluding taxes and out of pocket expenses, if any. The appointment of the Cost Auditor has been intimated to the Central Government.

The Cost Audit report for the Financial Year 202223 has been filed by the Cost Auditors with the Ministry of Corporate Affairs, Government of India. Whereas Cost Audit Report for the Financial Year 2023-24 will be submitted to the Ministry of Corporate Affairs within prescribed time.

SECRETARIAL AUDITOR :

M/s. Priyanka Chawla and associates, Practicing Company Secretary had been appointed as Secretarial Auditors by the Board of Directors to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31^st March 2024 is annexed herewith marked as Annexure II to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark(s).

As per amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in addition to the above-mentioned Secretarial Audit Report, listed company is also required to obtain an Annual Secretarial Compliance Report from a Practicing Company Secretary w.r.t the compliances of all applicable SEBI Regulations, amendments, circulars or guidelines etc. by the Company. Accordingly, the same has been obtained and filed with the concerned Stock Exchanges.

INVESTOR EDUCATION AND PROTECTION FUND :

During the year under review, the Company has transferred an unpaid final dividend of Rs. 1,41,836/- related to FY 2015-16 to the Investor Education and Protection Fund on 28^th November 2023. Furthermore, in terms of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) shares on which dividend remains unpaid or unclaimed for a period of seven consecutive years or more shall be credited to the Demat Account ofInvestor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits, if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Accordingly, the company has transferred 2680 equity shares to the Demat Account of IEPFA as the dividend on these shares was unpaid for the continuous period of 7 Years. Shareholders can reclaim these shares by following the prescribed procedure under the aforementioned rules.

Therefore, it is in the interest of the shareholders to regularly claim the dividends declared by the Company.

DISCLOSURES :

The company has established six committees, namely the CSR Committee, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Allotment Committee, and Project Committee. For further insights into their compositions, responsibilities, and the meetings held during the reporting year, kindly refer to the corporate governance report of the company.

The Company's Policy relating to appointment of Directors, payment of Managerial Remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is placed on the company website.

Whistle Blower Policy/Vigil Mechanism

The Company has a Vigil Mechanism/Whistle Blower Policy under which the employees are free to report violations of applicable laws, regulations and the code to the Chairman of the Audit Committee. During the year under review, no employee(s) was denied access to the Audit Committee. Further there were no instances of fraud reported to the Audit Committee/Board. The Policy on vigil mechanism/whistle blower policy may be accessed on Company's website at the link http://www. r u c h i ra pa pe rs.co m/i nvesto rs. ht m l. The reportable matters may be disclosed to the Vigilance and Ethics Officer, who operates under the supervision of the Audit Committee.

Meetings of the Board

Four (4) meetings of the Board of Directors were held during the year. For further details regarding dates of Board Meetings, Committee Meetings and attendance of Directors, please refer Corporate Governance report forming part of this Annual Report. Further a separate meeting of the Independent Directors of the Company was also held on 19^th March 2024, where at the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were discussed. The maximum gap between any two consecutive Board meetings was as per applicable provisions.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Energy conservation continues to be an area of major emphasis in your company. A statement giving details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as Annexure III to this Report.

Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31^st March 2024 is available on Company's website at https:// www.ruchirapapers.com/financial.html.

Secretarial Standards of ICSI

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

No Default

The company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.

RELATED PARTY TRANSACTIONS :

All Related Party Transactions that were entered into during the year were on an arm's length basis and were in compliance with applicable provisions of the Act and the Listing Regulations. Further the Audit Committee at their meeting held on 09.02.2023 and 11.08.2023, accorded its approval for related party transactions for the financial year 2023-24. For detailed information refer Form No. AOC-2 in Annexure IV of Directors' Report

A statement of all Related Party Transactions is placed before the Audit Committee for its review on quarterly basis, specifying the nature, value and terms and conditions of the transactions. The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 are disclosed in Form No. AOC-2 in Annexure IV of Directors' Report and were at arm's length price.

The details of the related party transactions as per IND AS 24 are set out in Note- 28 to the Financial Statement forming part of this report. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the Link: http://www.ruchirapapers.com/ investors.html.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULAR OF EMPLOYEES :

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (Including any statutory modification(s) or re-enactment(s) for the time being in force).

The information required pursuant to Section 197(12) read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, in respect of the Directors/ employees of the Company is set out in Annexure-V to this report.

GENERAL :

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to particulars of Loans given, Investment made, Guarantee given and Securities provided u/s 186.

b) Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company.

c) Issue of equity shares with differential rights as to dividend, voting or otherwise.

d) Significant or material orders passed by the Regulators or Courts of Tribunals which impact the going concern status and Company's operations in future.

e) No fraud has been reported by the Auditors to the Audit Committee or the Board.

Your directors further state that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT :

That pursuant to statement of the Directors' Responsibility on Annual Accounts of the Company referred to in clause (c) of sub-section (3) of Section 134 read with Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm:

a) that in preparation of annual accounts, the applicable accounting standards and Schedule III of the Companies Act, 2013 had been followed along with proper explanation relating to material departures (if any);

b) that directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profits and loss of the Company for that period;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the directors had prepared Annual Accounts on going concern basis;

e) that the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) that 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.

APPRECIATION :

Your Directors wish to express their grateful appreciation for the cooperation and continued support received from Bankers, Financial Institutions, Government agencies, Shareholders, Vendors, Customers and Society at large. Your directors also take on record, their appreciation for contribution and hard work of Executives, Employees and Workers. Annexure-I to Directors' Report

Annual Report on Corporate Social Responsibility (CSR) activities for the Financial Year 2023-24