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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Ganga Papers India Ltd.

Mar 31, 2024

The Directors of your Company are pleased to present the Fortieth (40^th) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

(? in Lakh)
Particulars	2023-24	2022-23
Total Income	24,581.94	29,812.71
Total Expenditure	24,381.03	29,368.71
Profit before depreciation, tax and prior period items	424.55	660.34
Less: Depreciation Prior period items	223.64	216.34
Profit/ (Loss) for the year before tax	200.91	444.00
Less: Tax Expenses
Current Tax	57.28	114.15
Deferred Tax	(4.15)	4.45
Profit for the year	147.78	325.40
Other Comprehensive Income	0.00	0.00
Total comprehensive income for the year	147.78	325.40

2..FINANCIAL PERFORMANCE, OPERATIONS, STATE OF AFFAIRS AND FUTURE PROSPECTS OF THE COMPANY:

The Turnover of your Company for the year was Rs. 24,549.86 Lakh as against Rs. 29,794.72 Lakh in the previous year. For the year 80879.505 MT of paper was sold as against 77901.849 MT in the previous year.

During the year, your Company set out to consolidate its activities and continues its endless efforts to increase its presence in its areas of operations.

3. DIVIDEND & RESERVES:

In order to preserve the resources, your directors do not recommend any dividend for the current financial year and no reserve was required to be transferred to general reserve account.

4. SHARE CAPITAL:

The paid-up Equity Share Capital as at 31^st March, 2024 was Rs.1078.89 lakh. During the year under review the Company did not issue any further capital.

5. CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of Business.

6. DEPOSITS:

During the year under review the Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 and as amended thereof.

7. CREDIT RATING:

The Credit ratings assigned by the Rating Agency CRISIL has been withdrawn on 15^th March 2024 on the request of the company since not required by statute.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

9. DETAILS OF HOLDING, SUBSIDIARY/JOINTVENTURES/ ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary or Joint Venture/ Associate Companies.

10. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of its own, the Board Committees and of the Independent Directors. Further Independent Directors at a separate meeting dated 30^th March 2024 have evaluated performance of the Non- Independent Directors, Board as a whole and of the Chairman of the

Board of Directors.

11. MEETINGS OF THE BOARD AND COMMITTEE:

During the year, 10 Board Meetings, 6 Audit Committee Meetings, 5 Nomination and Remuneration Committee Meeting and 2 Stakeholdersâ Relationship Committee Meeting were convened and held, the details of which are provided in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the Meetings was within the permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements Regulations) Regulations, 2015.

All the recommendations made by the Audit Committee during the year were accepted by the Board.

The details with respect to the compositions, powers, roles, terms of reference and number of meetings held during the year of relevant committees are given in detail in the Corporate Governance Report of the Company, which forms part of this Boardâs Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

A. Changes in Directors:

â¢ Appointment/ Re-appointment of Directors:

Â¦ Mr. Amit Kapoor (DIN: 10249899) was appointed as a Director (Additional Director- NonExecutive Independent Director) of the Company 11^th August, 2023 and regularized as director Annual General meeting of the Company on 29^th September, 2023.

Â¦ During the FY 2023-24, Mr. Amit Chaudhary (DIN: 00080093) was re - appointed as a Director of the Company liable to retire by rotation w.e.f. 29^th September, 2023.

Â¦ Mr. Manish Kumar (DIN: 10379153) was appointed as an Additional Director (Non- Executive â Non-Independent) of the company w.e.f 10^th November 2023 and regularized as director through Postal ballot which was declared passed by Shareholders with requisite majority on 9^thFebruary 2024.

â¢ Retirement by Rotation:

The Independent Directors hold office for a fixed term not exceeding five (5) years from the date of their appointment and are not liable to retire by rotation.

The Companies Act, 2013 mandates that at least two-thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Mrs. Sadhana Kanoria (DIN: 00084309), Director of the Company, being the longest in the office amongst the directors liable to retire by rotation, retire from the Board by rotation this year and, being eligible, have offered her candidature for re-appointment.

A resolution seeking shareholdersâ approval for his re-appointment forms part of the Notice. There is no other change in Directors during the FY 2023-24.

â¢ Resignation of Directors:

During the FY 2023-24, Mr. Shrawan Kumar Kanodia resigned from the post of Independent Director with effect from 29^th November 2023 due to his ailing health condition it was required to reduce his Professional commitments.

Further, he also confirmed that there was no other material reasons for his resignation apart from the reason mentioned herein above

Â¦ Mr. Amit Chaudhary (DIN: 00080093) has resigned from the post of Director with effect from 30^th November 2023.

B. Key Managerial Personnel:

Pursuant to section 203 of the Companies Act, 2013, Key Managerial Personnel (KMPs) are to be mandatorily appointed by every company belonging to such class or classes of companies as may be prescribed in the section. Following are the persons holding office as whole-time key managerial personnel of your Company as at 31^st March, 2024:

Managing Director (MD)	Mr. Sandeep Kanoria
Chief Financial Officer (CFO)	Mr. Amit Chaudhary
Company Secretary (CS)	Mrs. Kamlesh Kushwaha

â¢ Mr. Amit Chaudhary was appointed as Chief financial officer w.e.f 16^th December 2023.

â¢ Mr. Gautam Chaudhary resigned from the post of Chief financial officer after the closure of business hours on 15^th December 2023.

â¢ Ms. Shaivi Pathak resigned from the office of Company Secretary & Compliance Officer with effect from 26^th August, 2023 and Mrs. Kamlesh Kushwaha joined the said office with effect from 23^rd September 2023.

â¢ After closure of Financial Year 2023-24 Mrs. Kamlesh Kushwaha has been resigned from the abovementioned post w.e.f. 15^th April 2024.

â¢ After closure of Financial Year 2023-24 Ms. Prerna Maheshwari has been appointed on the above-mentioned post w.e.f. 16^th April 2024.

13. RELATED PARTY TRANSACTIONS:

The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in âAnnexure Aâ in Form No.

The Policy on Related party Transactions, as approved by the Board, has been uploaded on the website of the Company at www.gangapapers.com.

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. During the year under review, the Company has not received any complaint under the said mechanism. The said policy is available on the Companyâs website at www.gangapapers.com.

15. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Companyâs policy on directorâs appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on Companyâs website at www.gangapapers.com.

16. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS:

The Company has in place a structured induction and familiarization programme for all its Directors including the Independent Directors. They are updated on all business-related issues and new initiatives.

The details of Familiarization Programs imparted to Independent Directors during the financial year 2023- 24 are available on the website of the Company at www.gangapapers.com.

17. DECLARATION BY INDEPENDENT DIRECTORS

In compliance with Section 149(7) of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company have submitted the declaration(s) that each of them meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with sub-rule (1) and sub-rule (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year.

In the Boardâs opinion, all the Independent Directors including those appointed during the year are persons of high repute, integrity and possess the relevant proficiency, expertise and experience in their respective fields.

18. CODE FOR PREVENTION OF INSIDER TRADING:

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (âthe SEBI PIT Regulationsâ) on prevention of insider trading, your Company has a Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons in line with the PIT Regulations. The said Code lays down guidelines, which guide Designated Persons on the procedures to be followed in dealing with the shares of the Company. The Company also sent email for closure of trading window. The Company has also maintained the Structure Digital Database of persons with whom the UPSI was shared in compliance to SEBI PIT Regulation.

19. AUDITORS AND AUDITORâS REPORT:

19.1 Statutory Auditors

M/s. J A N & Co. (formally known as A. K. Agrawal & Co.), Chartered Accountants (FRN 018282C), Varanasi were appointed as statutory auditors of the Company for a term of 5 (five) consecutive years from the conclusion of the 35^th Annual General Meeting held on 2019 till the conclusion of Annual General Meeting of the Company to be held in the year 2024. The Auditorsâ Report for FY 2023-24 does not contain any qualification, reservation or adverse remark requiring explanation or comments from the Board. The Auditorsâ Report is enclosed with the financial statements in this Annual Report.

Further, as the tenure of the Statutory Auditors is expiring at the conclusion of the ensuing AGM of the Company and as they cannot be re-appointed as per the provisions of Companies Act, 2013, the Board of Directors has, based on the recommendation of the Audit Committee and subject to approval of the shareholders, had recommended the appointment of M/s RAM K RAJ & ASSOCIATES (Firm Registration No. 002093C), Chartered Accountants, as Statutory Auditors of the Company, Chartered Accountants for a term of five (5) years to hold office from the conclusion of the 40th AGM till the conclusion of the 45^th AGM of the Company to be held in year 2029. This forms part of Notice and Explanatory statement of this Annual Report.

19.2 Cost Auditors

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s K.N. Chaubey & Associates, Cost Accountants (Firm Registration No.: 101174) as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending 31^st March, 2025. The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor subject to ratification of their remuneration by the Members at the forthcoming AGM.

M/s K.N. Chaubey & Associates, has, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

Further, the cost audit report for the financial year 2022-23 submitted by the said Cost Auditors (M/s S M K & Co.) (Firm registration No. 002055) during the FY 2023-24 does not contain any qualification, reservation or adverse remark. Also, the Cost Auditors of the Company have not reported any matter under Section 143(12) of the Companies Act, 2013 in their report for FY 2022-23.

19.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s. Ragini Chokshi & Co., (Company Secretaries) to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as âAnnexure Bâ.

The Secretarial Audit report, as issued by the secretarial auditor in Form MR-3 contain no observations or qualifications requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013:

The Annual Secretarial Compliance Report, pursuant to Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended till date, duly signed by Mr. Makarand Patwardhan, partner in M/s. Ragini Chokshi & Co has been submitted to the Stock Exchanges within the time as prescribed by SEBI and is annexed at âAnnexure Câ to this Boardâs Report.

The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.

19.4 Internal Auditor:

Pursuant to provisions of Section 138 of the Companies Act, 2013, the Board has appointed Mr. V.S. Dwivedi, as Internal Auditor of the Company for the financial year 2023-24. To maintain his objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12):

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

21. CORPORATE GOVERNANCE/ DISCLOSURE REQUIREMENTS

Pursuant to Listing Regulations, a separate chapter titled âCorporate Governanceâ has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2023-24. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report.

The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations.

Certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance forms part of this annual report.

22. ANNUAL RETURN:

As per the requirement of Section 92 of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014, draft Annual Return as at 31^st March, 2024 is available on the website of the company www.gangapapers.com.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed as Annexure-D and forms part of this Report.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There is no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

25. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-

The Company does not have any of its employees drawing remuneration attracting the provisions of Rule 5(2) of the said rules. However, the details of top 10 employees of the company are available at the Registered Office of the Company during working hours, 21 days before the Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

26. DISCLOSURE UNDER SUB- SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013 FOR MAINTENANCE OF COST RECORD BY THE COMPANY:

Since the turnover of the company for the financial year 2023-24 exceeded Rs. 35 Crores, the company has maintained proper cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 read with Companies (cost records and audit) Rules, 2014 and as amended thereof.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The company is committed to provide a safe and conducive work environment to its employees. During the year under review, no complaint / case has been filed / pending with the Company pursuant to provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

28. DIRECTORSâ RESPONSIBILITY STATEMENT: -

The Directors confirm that: -

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

b. the Directors have 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 the profits of the company for that period;

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

d. the Directors have prepared the annual accounts on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and,

f. the Directors have devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

29. INTERNAL FINANCIAL CONTROLS:

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the Companyâs policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

30. COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI:

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

31. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No such material changes occurred affecting the financial position of the Company subsequent to the close of the financial year of the Company to which the balance sheet relates.

32. CORPORATE SOCIAL RESPONSIBILITY:

During the financial year 2023-24, the provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility (CSR) were not applicable to the Company. The Company did not meet the thresholds as prescribed under the Act for mandatory CSR obligations. As a result, the Company was not required to constitute a CSR Committee, nor was it mandated to develop or implement any CSR policy for the said period.

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis Report forms part of this Annual report.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWTTH THEIR STATUS AT THE END OF THE FINANCIAL YEAR.

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

35. RISK MANAGEMENT POLICY:

Your Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company has formulated this Risk Management Policy to identify and then manage threats / risks that could have impact on the goals and objectives of the Company.

The Company considers it important to establish risk management system and internal compliance and control in order to:

a) Achieve the Companyâs goals and objectives;

b) Safeguard to assets and interests of the Company and its stakeholders; and

c) Ensure the accuracy and integrity of external reporting.

The Risk Management Policy of the Company is made available on the website of the which can be accessed at www.gangapapers.com

36. OTHER STATUTORY DISCLOSURES:

Your directors state that there being no transactions/event/occasion with respect to following items during the year under review, therefore no disclosure or reporting is required in respect of the same:

â¢ Issue of equity shares with differential rights as to dividend, voting or otherwise

â¢ Issue of shares (including sweat equity shares) to employees of your Company under any scheme, save and except ESOS referred to in this report.

â¢ Voting rights not exercised directly by employees in respect of shares to under any scheme related.

â¢ Buy-back of shares or under Section 67(3)

â¢ Settlements done with banks or financial institutions

â¢ Details of revision of financial statement or the Report

â¢ Issue of warrants

â¢ Failure to implement any corporate action

â¢ Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institution along with the reasons thereof.

37. ACKNOWLEDGEMENT:

The Board acknowledges the understanding and support shown by its lending financial institutions, banks, distributors, customers, suppliers, employees and other business associates. Your Company operated efficiently due to a culture of professionalism, integrity and continuous improvement leading to sustainable and profitable growth.

Mar 31, 2023

The Directors of your Company are pleased to present the Thirty Nineth (39^th) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2023.

a) FINANCIAL RESULTS:

Particulars	2022-23	2021-22
Total Income	29,812.71	28,265.66
Total Expenditure	29,368.71	27,545.08
Profit before depreciation, tax and prior period items	660.34	932.52
Less: Depreciation	216.34	211.94
Prior period items
Profit/ (Loss) for the year before tax	444.00	720.58
Less: Tax Expenses
Current Tax	114.15	166.17
Deferred Tax	4.45	18.89
MAT Credit Entitlement	0.00	0.00
Profit for the year	325.40	535.52
Other Comprehensive Income	0.00	0.00
Total comprehensive income for the year	325.40	535.52

b) FINANCIAL PERFORMANCE, OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY:

The Turnover of your Company for the year was Rs. 29,794.72 Lakhs as against Rs. 28,225.08 Lakhs in the previous year.

For the year 77901.849 MT of paper was sold as against 79,090.251 MT in the previous year.

During the year, your Company set out to consolidate its activities and continues its endless efforts to increase its presence in its areas of operations.

c) DIVIDEND & RESERVES:

In order to preserve the resources, your directors do not recommend any dividend for the current financial year and no reserve was required to be transferred to general reserve account.

4. SHARE CAPITAL:

The paid-up Equity Share Capital as at 31^st March, 2023 was Rs.1078.89 lakhs. During the year under review the Company did not issue any further capital.

5. DEPOSITS:

6. CREDIT RATING:

GPIL retained Credit Ratings i.e., Long-Term Rating of âCRISIL BBB-/Stableâ and Short-Term Rating of âCRISIL A3â assigned as on 22^nd December, 2022 from CRISIL during the year 20222023.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

8. DETAILS OF HOLDING, SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES: The Company does not have any Holding, Subsidiary or Joint Venture/ Associate Companies.

9. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of its own, the Board Committees and of the Independent Directors. Further Independent Directors at a separate meeting have evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board of Directors.

10. NUMBER OF MEETINGS OF THE BOARD:

During the year, 7 Board Meetings, 5 Audit Committee Meetings, 2 Nomination and Remuneration Committee Meeting and 2 Stakeholdersâ Relationship Committee Meeting were convened and held, the details of which are provided in the Corporate Governance Report which forms part of this

Annual Report. The intervening gap between the Meetings was within the permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements Regulations) Regulations, 2015.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

A. Changes in Directors:

â¢ Appointment/ Re-appointment of Directors:

During the FY 2022-23, Mr. Ramesh Kumar Chaudhary (DIN: 00080136) was appointed as a Director of the Company liable to retire by rotation w.e.f. 29^th September, 2022 and Mr. Sandeep Kanoria (DIN: 00084506) was re-appointed as a Managing Director w.e.f. 04^thDecember, 2022.

â¢ Retirement by Rotation:

The Independent Directors hold office for a fixed term not exceeding five (5) years from the date of their appointment and are not liable to retire by rotation.

The Companies Act, 2013 mandates that at least two-thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Mr. Amit Chaudhary (DIN: 00080093), Director of the Company, being the longest in the office amongst the directors liable to retire by rotation, retire from the Board by rotation this year and, being eligible, have offered his candidature for re-appointment.

A resolution seeking shareholdersâ approval for his re-appointment forms part of the Notice. There is no change in Directors during the FY 2022-23.

B. Key Managerial Personnel:

Managing Director (MD)	Mr. Sandeep Kanoria
Chief Financial Officer (CFO)	Mr. Gautam Chaudhary
Company Secretary (CS)	Ms. Shaivi Pathak

Ms. Shivi Kapoor resigned from the office of Company Secretary & Compliance Officer with effect from 14^th November, 2022 and Ms. Shaivi Pathak joined the said office with effect from 16^th November, 2022. After closure of Financial Year 2022-23, Ms. Shaivi Pathak has been resigned from the abovementioned post w.e.f. 26^th August, 2023.

12. RELATED PARTY TRANSACTIONS:

The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in âAnnexure Aâ in Form No. AOC-2 and the same forms part of this report.

The Policy on Related party Transactions, as approved by the Board, has been uploaded on the website of the Company at www.gangapapers.com.

13. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

14. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

15. AUDITORS AND AUDITORâS REPORT:

15.1 Statutory Auditors

M/s. A K Agrawal & Co., Chartered Accountants (FRN 018282C), Varanasi were appointed as statutory auditors of the Company for a term of 5 (five) consecutive years from the conclusion of the Annual General Meeting held on 2019 till the conclusion of Annual General Meeting of the Company to be held in the year 2024.

The Auditorsâ Report for fiscal 2023 does not contain any qualification, reservation or adverse remark. The Auditorsâ Report is enclosed with the financial statements in this Annual Report.

15.2 Cost Auditors

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of S M K & Co., a firm of Cost Accountants in Practice (Registration No.: 002055) as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending 31^st March, 2024. The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor subject to ratification of their remuneration by the Members at the forthcoming AGM.

M/s S M K & Co. has, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

15.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board had appointed M7s. Ragini Chokshi & Co., (Company Secretaries) to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is annexed herewith as âAnnexure Bâ.

The Secretarial Audit report, as issued by the secretarial auditor in Form MR-3 contain following observations or qualifications requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013:

â¢ The Managerial remuneration paid to Mr. Sandeep Kanoria, Managing Director of the Company during the year ended March 31, 2023 exceeds the limit approved by the members at the Annual General Meeting held on 29th September, 2022.

Management View:

The Excess Remuneration paid to Mr. Sandeep Kanoria, MD of the Company includes business promotion expenses incurred for the Company.

The Company has undertaken an audit for the Financial Year 2022-23 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder.

The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.

15.4 Internal Auditor:

Pursuant to provisions of Section 138 of the Companies Act, 2013, the Board has appointed Mr. VS. Dwivedi, as Internal Auditor of the Company for the financial year 2022-23. To maintain his objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

16. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 U2)i

17. CORPORATE GOVERNANCE/ DISCLOSURE REQUIREMENTS

All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2022-23. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report.

The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations.

Certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance forms part of this annual report.

18. ANNUAL RETURN:

As per the requirement of Section 92 of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014, draft Annual Return as at 31^st March, 2023 is available on the website of the company www.gangapapers.com.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

21. PARTICULARS OF EMPLOYEES:

22. DISCLOSURE UNDER SUB- SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013 FOR MAINTENANCE OF COST RECORD BY THE COMPANY:

Since the turnover of the company for the financial year 2022-23 exceeded Rs.100 Crores, the company has maintained proper cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 read with Companies (cost records and audit) Rules, 2014 and as amended thereof.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

24. DIRECTORSâ RESPONSIBILITY STATEMENT: -

The Directors confirm that: -

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors have 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 the profits of the company for that period;

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

d) the Directors have prepared the annual accounts on a going concern basis;

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

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the financial statements were adequate and operating effectively.

26. COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI:

27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No such material changes occurred affecting the financial position of the Company subsequent to the close of the financial year of the Company to which the balance sheet relates.

28. CORPORATE SOCIAL RESPONSIBILITY:

Disclosures with respect to the Corporate Social Responsibility as required under section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure-F to this Report. This Policy is available on the Companyâs website at www.gangapapers.com.

29. ACKNOWLEDGEMENT:

Place : Pune

Date : 11^th August, 2023

By Order of the Board of Directors

Sd/-

Ramesh Kumar Chaudhary (Chairman & Director) DIN:00080136

Mar 31, 2018

Dear Members,

The Board of Directors are pleased to present the Thirty Fourth (34^th) Annual Report of the Company together with the audited financial statements for the financial year ended 31^st March, 2018.

1. FINANCIAL RESULTS:

The Companyâs financial performance for the year ended March 31, 2018 is summarized below:

Particulars	2017 -2018	2016 -2017
Total Income	10234.36	8294.00
Total Expenditure	10016.97	8079.90
Profit before depreciation, tax and prior	217.38	214.09
period items .
Less: Depreciation	64.45	85.33
Prior period items	0.00	0.00
Profit/ (Loss) for the year before tax	152.93	128.76
Less: Tax expenses (Deferred Tax)	3.99	(45.40)
Profit for the year	148.94	174.16
Other Comprehensive Income	0.00	0.00
Total comprehensive income for the year	148.94	174.16

2. FINANCIAL PERFORMANCE AND OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY

The Turnover of your Company for the year was Rs. 10225 lacs as against Rs. 8287 Lacs in the previous year. For the year 34831 MT of paper was sold as against 30656 MT in the previous year. This year has been very encouraging for your Company continuing to report impressive top line growth. During the year, your Company set out to consolidate its activities and continues its efforts to increase its presence in its areas of operations. Higher capacity utilisation and increase in operating margin have improved operating efficiencies of the Company. The setup of new paper machinery for Kraft paper became operational during the year.

3. DIVIDEND & RESERVES:

In order to preserve the resources, your Directors do not recommend any dividend for the current financial year and no reserve was required to be transferred to general reserve account.

4. SHARE CAPITAL:

The paid up Equity Share Capital as at 31^st March, 2018 was Rs.1078.89 lacs. During the year under review the Company did not issue any further capital.

5. DEPOSITS:

During the year under review the Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies [Acceptance of Deposits] Rules, 2014 and as amended thereof.

6. CREDIT RATING:

GPIL retained Credit Rating of âCRISIL BB/Stableâ assigned to Bank Debt from CRISIL for the year.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

No Loans, Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given / provided during the reporting year.

8. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Joint Venture/ Associate Companies.

9. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of its own, the Board Committees and of the Independent Directors. Further Independent Directors at a separate meeting have evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board of Directors.

10. NUMBER OF MEETINGS OF THE BOARD:

During the year 8 Board Meetings and 5 Audit Committee Meetings were convened and held, the details of which are provided in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the Meetings was within the permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements Regulations) Regulations, 2015.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

In terms of provisions of the Companies Act, 2013 and the Article of Association of the Company, Mr. Amit Chaudhary (DIN: 00080093), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the applicable provisions of the Companies Act, 2013 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

- Managing Director (MD)- Mr. Sandeep Kanoria

- Chief Financial Officer (CFO) - Mr. Gautam Chaudhary

- Company Secretary (CS) -Ms. Preeti Gupta

(Appointed as a Company Secretary and Compliance Officer with effect from 14^th August, 2017.)

*Ms. Shreya Chakravarty

(Appointed as Company Secretary and Compliance Officer with effect from 14^th August, 2015 till 14^th August, 201.)

12. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were in the ordinary course of business. There were no materially significant related party transactions which were transacted by the Company with any of the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of your Company.

All Related Party Transactions are placed before the Audit Committee and the Board for approval.

The Policy on Related party Transactions, as approved by the Board, has been uploaded on the website of the Company at www.gangapapers.in.

13. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

14. AUDITORS AND AUDITORâS REPORT:

14.1 Statutory Auditors

At the 31^st Annual General Meeting held on June September 30, 2015, M/s. Achal Srivastava & Co. (Firm Registration No, 013385C), Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the 36^th Annual General Meeting. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditorsâ Report for fiscal 2018 does not contain any qualification, reservation or adverse remark. The Auditorsâ Report is enclosed with the financial statements in this Annual Report.

14.2 Cost Auditors

Pursuant to provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and as amended thereof, the Company has not appointed Cost Auditors for the financial year 2017- 2018 as the turnover of the Company for the year ended 31^st March, 2017 was below Rs. 100 Crores. However due to applicability of cost audit for the financial year 2018-19, the Company has appointed M/s. K.N. Choubay and Associates, Cost Accountants (Firm Registration No.101174) as the Cost Auditors of the Company for the financial year 2018-19 at a remuneration of Rs. 20000/- to conduct the audit of cost records as prescribed by Central Government.

14.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. Ragini Chokshi & Co., (Company Secretaries) to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Report of the Secretarial Audit Report is annexed herewith as âAnnexure Aâ.

There is no adverse remark or qualification in the Secretarial Audit Report expect one Observation provided regarding CIN of the Company.

As per the CIN as displayed in Master Data on the Ministry of Corporate Affairs (MCA) Portal, the Company is recognized as Private Limited Company. However, as per the Name of the Company it is recognized as Ganga Papers India Limited (Public Limited Company)

CIN - L21012MH1985PTC035575.

The matter is under due consideration with Registrar of Companies, Pune and will be shorted out in due course of time.

The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.

14.4 Internal Auditor:

Pursuant to provisions of Section 138 of the Companies Act, 2013, the Board has appointed Mr. V.S. Dwivedi, as Internal Auditor of the Company for the financial year 2017-18. To maintain his objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

15. CORPORATE GOVERNANCE:

Your Companyâs philosophy on Corporate Governance sets the goal of achieving the highest level of transparency with integrity in all its dealings with its stakeholders including shareholders, employees, lenders and others. A report on Corporate Governance along with a Certificate from the Auditor of the Company regarding the Compliance of Conditions of Corporate Governance as stipulated under the Listing Regulations forms part of this Annual Report.

16. EXTRACT OF ANNUAL RETURN :

Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as at 31st March, 2018 is annexed herewith as Annexure-B to this report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed as Annexure-C and forms part of this Report.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

19. PARTICULARS OF EMPLOYEES:

The Company does not have any of its employees drawing remuneration attracting the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

20. DISCLOSURE UNDER SUB- SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013 FOR MAINTENANCE OF COST RECORD BY THE COMPANY:

The Company does maintain proper cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 read with Companies (cost records and audit) Rules, 2014 and as amended thereof.

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressel) Act, 2013 and the rules framed thereunder, the Internal Committee constituted under the said Act has confirmed that no complaint / case has been filed / pending with the Company during the year.

22. DIRECTORSâ RESPONSIBILITY STATEMENT: -

The Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

d) the Directors have prepared the annual accounts on a going concern basis; and

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

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. ACKNOWLEDGEMENT:

Place: Pune

Date: 11^th August, 2018 For and on behalf of the Board of Directors

Ganga Papers India Limited

Ramesh Kumar Chaudhary

(Chairman & Director)

DIN:00080136

Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in presenting this Report with Audited Financial Statements of the Company for the year ended 31 March, 2015.

1. FINANCIAL RESULTS

The financial performance of the company for the period under review was as follows:

Amount in Particulars (Lacs)

2014-15 2013-14

Total Income 7548.16 6794.29

Total Expenditure 7369.89 6615.78

Profit before depreciation, tax and

178.27 178.50

prior period items

Less: Depreciation 63.72 47.31

Less: Prior period items Nil Nil

Profit/ (Loss) for the year before tax 114.55 131.19

Tax expenses 1.30 1.63

Profit/ (Loss) after tax 101.53 129.56

FINANCIAL PERFORMANCE AND OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY

The operations of the Company are improving day by day and the management is very aggressively striving to achieve the full production capacity. The production of the company has increased marginally this year and full capacity is still to be achieved. The management is taking all necessary steps including various modifications in the plant to ensure the full and efficient running of the plant.

Your Directors feel that this current year is going to be better for the company as we are striving hard to achieve the full production capacity.

DIVIDEND & RESERVES

In order to preserve the resources, your Directors do not recommend any dividend for the current financial year and no reserve was required to be transferred to general reserve account.

FIXED DEPOSIT

The Company has not accepted any fixed deposits during the financial year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No Loans, Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given / provided during the reporting year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

* Mr. Sanjeev Murarilal Jalan, Mr. Prabir Kumar Sadhu, Mr. Anjani Kumar Agrawal and Mr. Sharwan Kumar Kanodia were appointed as Independent Directors on the Board in the last Annual General Meeting held on 30th of September, 2014. However, during the year under review Mr. Prabir Kumar Sadhu resigned as the Independent Director from the Board with effect from 05 th of January, 2015.

* The Board of Directors have appointed Ms. Sadhana Kanoria as Women Director on the Board with effect from 05th of January, 2015 pursuant to Section 149 read along with Section 161 of the Companies Act, 2013 and rules made thereunder. She holds office upto the date of ensuing Annual General Meeting and being eligible offers herself for appointment as Director of the Company not liable to retire by rotation. Details of the proposal for appointment of Ms. Sadhana Kanoria are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 31st Annual General Meeting.

* The Company has received notice in writing proposing her candidature for the office of Director. The necessary resolution for her appointment is being placed before you.

* Your Company has received necessary declarations from all its Independent Directors stating that they meet the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

* During the year under review, Mr. Amit Chaudhary, Non-Executive Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

* During the year under review, Mr. Shrikant Kasat, Non-Executive Director of the Company, resigned from the Board with effect from 05th of January, 2015. He was associated with your Company over a decade. The Company remembered his pragmatic approach in tackling any given situation and his enormous contribution to the Board.

BOARD DIVERSITY:

Board ensures that a transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is ensured that the Board has an appropriate blend of functional and industry expertise.

BOARD EVALUATION

The annual evaluation framework for assessing the performance of Directors comprises of the following key areas:

a) Attendance for the meetings, participation and independence during the meetings;

b) Interaction with Management;

c) Role and accountability of the Board;

d) Knowledge and proficiency;

e) Strategic perspectives or inputs;

The evaluation involves assessment by the Nomination and Remuneration Committee and Board of Directors. A member of the Nomination and Remuneration Committee and Board does not participate in the discussion of his / her evaluation.

DIRECTORS APPOINTMENT AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a 'Remuneration Policy' for selection and appointment of Directors and for their remuneration. The Remuneration Policy is annexed as "Annexure "1".

NUMBER OF MEETINGS OF THE BOARD

A calendar of meetings is prepared and circulated in advance to the Directors. During the year five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, the Directors in terms of clause (c) of sub-section (3) of Section 134 state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departures;

(b) the 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 the profit and loss of the company for that period;

(c) Proper and sufficient care has been taken 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 prevention and detection of fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis; and

(e) Proper internal financial controls have been laid down for the company and that such internal financial controls are adequate and are operating effectively.

(f) Proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.

AUDITORS

a. Statutory Auditors

M/s. Ritesh Bajoria & Co., Chartered Accountants, (Membership No. 407339) have been appointed as Statutory Auditors for a period of 5 years in the Annual General Meeting held on 30th of September, 2014 who are going to be ratified at the ensuing Annual General Meeting and they have shown their unwillingness to be continue office as Statutory Auditor at the ensuing Annual General Meeting. M/s. Achal Srivastav & Co. (Registration No.-013385C), Chartered Accountants to be appointed as new Statutory Auditor at the ensuing Annual General Meeting. The Company has received a certificate from the new Auditors to the effect that if they are appointed at the ensuing Annual General Meeting, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

* Remarks of the Statutory Auditor

Notes to Accounts forming part of the Financial Statements are self explanatory and need no further explanation. The Auditors' Report to the Shareholders does not contain any reservations or qualifications or adverse remarks which require any clarification or explanations.

b. Cost Auditors

The Board of Directors had on the recommendation of the Audit Committee and pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 have not appointed Cost Auditor as the cost audit is not applicable to the Company for the financial year commencing on or after 1 April, 2014 as the turnover of the Company is below Rs. 100 Crores.

c. 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 M/s SVD & Associates, a partnership firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure 7".

* Remarks of the Secretarial Auditor

1. The Company has not filed Form MGT- 14 as required u/s 179 of the Companies Act, 2013 for the board resolutions as mentioned below:

A) Approval of Quarterly Financial Results for the Quarter ended 31st March 2014, 30th June 2014 & 30th Sep 2014.

B) The Company has not filed Form CHG 1as required under Section 77 of the Companies Act, 2013 for the loan availed by the Company from ICICI Bank Limited on 30th of July, 2014

Reply of Board of Directors thereon

* The Company is in process of Filing the application for condonation of delay to the Central Government with respect to non-filing of Form MGT-14 u/s 179 of the Companies Act, 2013 with respect to Approval of Quarterly Financial Results for the Quarter ended 31st March 2014, 30th June 2014 & 30th Sep 2014 respectively.

* The Company is in process of Filing the application for condonation of delay to the Central Government with respect of non-filing of Form CHG-1 for creation of Charge under the provision of Companies Act, 2013 for the agreement of hypothecation executed on 30th July, 2015 with ICICI Bank.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis is annexed and forms part of the Annual Report and mentioned in "Annexure-5"

CORPORATE GOVERNANCE

The Company endeavors to maximize the wealth of the shareholders by managing the affairs of the Company with a pre-eminent level of accountability, transparency and integrity. A report on Corporate Governance including the relevant Auditors' Certificate regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with BSE Limited is mentioned in "Annexure-6"

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-section (3) of Section 92 of the Companies Act, 2013 is annexed as "Annexure 2".

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and approval of the Board of Directors & Regional Directors and shareholders were obtained wherever required. Further all the necessary details of transaction entered with the related parties are attached herewith in Form No. AOC-2 is annexed as "Annexure 4".

The Policy on Related party as approved by the Board is uploaded on the Company's website.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit is decided by the Audit Committee and the Board. To maintain its objectivity and independence, the Board has appointed an external Auditor, which reports to the Audit Committee of the Board on a periodic basis.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies for various functions of the Company. Based on the report of Internal Auditor, process owners undertake corrective action wherever required in their respective areas and thereby strengthen the controls further. Audit observations and actions taken thereof are presented to the Audit Committee of the Board.

RISK MANAGEMENT

The Company has a Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The risk framework defines the risk management approach across the enterprise at various levels. To strengthen the risk management framework, company has formed segment level risk committees to identify, analyze and mitigate the potential risks.

CORPORATE SOCIAL INITIATIVES

Since the average net profit of the Company as required to be computed under Section 135 of the Companies Act, 2013 and rules made thereunder of the Act is below Rs. 5 Crores, the Company has not established Corporate Social Responsibility Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure 3".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report.

The Whistle Blower Policy as approved by the Board is uploaded on the Company's website.

PARTICULARS OF EMPLOYEES

The Company does not have any of its employees drawing remuneration attracting the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14 of the Rules issued thereunder, the Internal Committee constituted under the said Act has confirmed that no complaint / case has been filed / pending with the Company during the year.

EMPLOYEES

Your Company has taken several initiatives for Human Resource development and retention. Competency mapping, identifying training needs, career counseling and Management Development Programs are some of the initiatives adopted by your Company. Training programs are designed to enhance skills, knowledge and behaviour. Employees are motivated through empowerment and rewards for good performance. Adoption of 5S across the Company has led to a clean and healthy environment. All these measures have resulted in increased employee engagement.

FAMILIARISATION PROGRAMME

The details of programmes for familiarisation of Independent Directors with the Company are mentioned in the Corporate Governance Report in Annexure-6 of Board Reports.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all your Company's employees for their enormous personal efforts as well as their collective contribution to your Company's performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers and all the other stakeholders for their continued support and their confidence in its management.

For and on behalf of the Board of Directors Ganga Papers India Limited

Sd/- Place : Pune Ramesh Chaudhary Date : 14th August, 2015 Non-Executive Chairman DIN 00007319

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report together with audited accounts for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS

The financial performance of the company for the period under review was as follows:

Amount (Lacs)

Particulars 2013-14 2012-13

Total Income 6794.29 6378.90

Total Expenditure 6615.78 6072.96

Profit before depreciation, tax and prior period items 178.50 305.94

Less: Depreciation 47.31 37.61

Less: Prior period items Nil Nil

Profit/ (Loss) for the year before tax 131.19 268.32

Tax expenses 1.63 6.63

Profit/ (Loss) after tax 129.56 261.69

2. OPERATIONS

The operations of the Company are improving day by day and the management is very aggressively striving to achieve the full production capacity. The production of the company has increased marginally this year and full capacity is still to be achieved. The management is taking all necessary steps including various modifications in the plant to ensure the full and efficient running of the plant.

Your Directors feel that this current year is going to be better for the company as we are striving hard to achieve the full production capacity.

3. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the financial year under review.

4. DIRECTORS

The Board of the Company is duly constituted; there has been no change in the composition during the year. There are 7 (seven) Non-executive Director out of which 4 (four) are independent and 1 (one) Executive Director.

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. Shrikant Kasat, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

5. AUDITORS

M/s Ritesh Bajoria & Co. Chartered Accountants are statutory Auditors of the Company. They have expressed their willingness to be re-appointed as Auditors of the Company. The Board recommends the appointment of M/s Ritesh Bajoria & Co. Chartered Accountants, as Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of sixth consecutive Annual General Meeting of the Company, on such remuneration as may be fixed by the Board of Directors of the Company.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars under Section 217(1)(e) of the Companies Act, 1956 to the extent applicable to the Company regarding conservation of energy, technology and foreign exchange earning and outgo is given as Annexure (I) to the Report.

7. PARTICULARS OF EMPLOYEES

The Company does not have any of its employees drawing remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

8. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

A comprehensive Management''s Discussion and Analysis Report is made a part of this Annual Report.

9. CORPORATE GOVERNANCE

Pursuant to the clause 49 of the Listing agreement with the stock exchanges, Corporate Governance Report is made a part of this Report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors states:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

b) That the 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 the profit 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 the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the annual accounts on a going concern basis.

11. ACKNOWLEDGMENT

Your Directors express their special thanks to the Customers, Suppliers, Members, and Employees for their continued support. Your directors also gratefully acknowledge the co- operation and assistance received from Banks, Central and State Government authorities for their continued support and valuable assistance.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Sd/- (Ramesh Chaudhary) CHAIRMAN

Date: 14.08.2014 Place: Pune

Mar 31, 2012

The Directors have pleasure in presenting the 28th Annual Report together with audited accounts for the financial year ended 31st March, 2012.

1. FINANCIAL RESULTS

The financial performance of the company for the period under review was as follows:

Amount (Lacs)

Particulars 2011-2012 2010-2011

Total Income 6422.96 5870.37

Total Expenditure 6103.40 5431.33

Profit before depreciation, tax and 319.56 439.04

prior period items

Less: Depreciation 44.87 52.97

Less: Prior period items Nil Nil

Profit/(Loss) for the year before tax 274 68 386 07

Tax expenses

Profit/ (Loss) after tax 267 18 379 71

2. OPERATIONS

The operations of the Company are improving day by day and the management is very aggressively striving to achieve the full production capacity. The production of the company has increased marginally this year and full capacity is still to be achieved. The management is taking all necessary steps including various modifications in the plant to ensure the full and efficient running of the plant.

Your Directors feel that this current year is going to be better for the company as we are striving hard to achieve the full production capacity.

3. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the financial year under review.

4. DIRECTORS

The Board of the Company is duly constituted; there has been no change in the composition dunng the year. There are 7 (seven) Non-executive Director out of which 4 (four) are independent and 1 (one) Executive Director.

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. Sanjeev Jalan, Mr. Sharwn Kanodia and Mr. Amit Chaudhary, Directors retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. Mr. Sandeep Kanoria is reappointed as Managing Director of the Company for a further period of five years.

5. AUDITORS

M/s V K Jindal & Co. Chartered Accountants are statutory Auditor of the Company. M/s Jindal & Co. have expressed their unwillingness to be re-appointed as Auditors of the Company, on their retirement at the forthcoming Annual General Meeting. The Board records its appreciation for the assistance and guidance provided by them during their long tenure with the Company. The Board recommends the appointment of Mr. Ritesh Bajoria & Co. Chartered Accountants, as Auditors of the Company from the conclusion of this Annual General Meeting of the Company on such remuneration as may be fixed by the Board of Directors of the Company.

6. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars under Section 217(l)(e) of the Companies Act, 1956 to the extent applicable to the Company regarding conservation of energy, technology and foreign exchange earning and outgo is given as Annexure (I) to the Report.

7. PARTICULARS OF EMPLOYEES

The Company does not have any of its employees drawing remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

8. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

A comprehensive Management's Discussion and Analysis Report is made a part of this Annual Report.

9. CORPORATE GOVERNANCE

Pursuant to the clause 49 of the Listing agreement with the stock exchanges, Corporate Governance Report is made a part of this Annual Report.

10. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors states:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

b) That the 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 the profit 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 the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the annual accounts on a going concern basis.

11. ACKNOWLEDGMENT

Your Directors express their special thanks to the Customers, Suppliers, Members, and Employees for their continued support. Your directors also gratefully acknowledge the co- operation and assistance received from Bank of Baroda, Central and State Government authorities for their continued support and valuable assistance.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Sd/-

Place: Pune (Ramesh Chaudhary)

Date: 03.09.2012 CHAIRMAN

Mar 31, 2011

The Members,

The Directors have pleasure in presenting the 27th Annual Report together with audited accounts for the financial year ended 31st March, 2011.

1. FINANCIAL RESULTS

The financial performance of the company for the period under review was as follows:

Particulars Amount (Lacs) 2010-2011 2009-2010

Total Income 5870.37 4181.27

Total Expenditure 5431.33 3935.83

Profit before depreciation, 439.04 245.44 tax and prior period items

Less: Depreciation 52.97 78.05

Less: Prior period items Nil 0.250

Profit/ (Loss) for the year before tax 386.07 167.14

Tax expenses 6.35 1.070

Profit/ (Loss) after tax 379.71 166.97

2. OPERATIONS

The operations of the Company are improving day by day and the management is very aggressively striving to achieve the full production capacity. There has been significant increase in the production by 22% over last year but still the full capacity is still to be achieved. The management is taking all necessary steps including various modifications in the plant to ensure the full and efficient running of the plant.

Your Directors feel that this current year is going to be brighter for the Indian industry seeing the lot of potential in the Indian economy.

3. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the financial year under review.

4. DIRECTORS

The Board of the Company is duly constituted; there has been no change in the composition during the year. There are 7 (seven) Non-executive Director out of which 4 (four) are independent and 1 (one) Executive Director.

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. Pradeep Tulsyan and Mr. Shrikant Kasat, Directors retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

5. AUDITORS

M/s V K Jindal & Co. Chartered Accountants, the Auditors of the Company will retire at Annual General Meeting and are eligible for re-appointment. The members are requested to appoint auditors for the current year to hold office till the conclusion of next Annual General Meeting.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars under Section 217(l)(e) of the Companies Act, 1956 to the extent applicable to the Company regarding conservation of energy, technology and foreign exchange earning and outgo is given as Annexure (I) to the Report.

7. PARTICULARS OF EMPLOYEES

The Company does not have any of its employees drawing remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

8. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

A comprehensive Management's Discussion and Analysis Report is made a part of this Annual Report.

9. CORPORATE GOVERNANCE

Pursuant to the clause 49 of the Listing agreement with the stock exchanges, Corporate Governance Report is made a part of this Annual Report.

10. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors states:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

b) That the 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 the profit 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 the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the annual accounts on a going concern basis.

11. ACKNOWLEDGMENT

Your Directors express their special thanks to the Customers, Suppliers, Members, and Employees for their continued support. Your directors also gratefully acknowledge the co- operation and assistance received from Bank of Baroda, Central and State Government authorities for their continued support and valuable assistance.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

SD/-

(Ramesh Chaudhary) CHAIRMAN

Place : Pune Date : 30.07.2011

Mar 31, 2010

The Directors have pleasure in presenting the 26th Annual Report together with audited accounts for the financial year ended March 31,2010.

1. FINANCIAL RESULTS

The financial performance of the Company for the period under review was as follows:

Amount (Lacs)

Particulars. 2009-2010 2008-2009

Total Income 4181.27 3943.86

Total Expenditure 3935.83 3748.03

Profit before depreciation, tax and 245.44 195.83

prior period items

Less: Depreciation 78.05 177.41

Less: Prior period items 0.250 885.18

Profit/(Loss) for the year before tax 167.14 (866.77)

Tax expenses 0.170 303. 02

Profit/(Loss) after tax 166.97 (563.97)

2. OPERATIONS

The operations of the Company are improving day by day and the management is very aggressively striving to achieve the full production capacity. There has been significant increase in the production by 21% over last year, but still optimum utilization is to be achieved. The management is taking all necessary steps including various modifications in the plant to ensure the full and efficient running of the plant.

Your Directors are confident that the future for Indian industry is brighter with lot of potential for growth and prosperity.

3. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the financial year under review.

4. DIRECTORS

The Board of the Company is duly constituted; there has been no change in the composition during the year. There are 7 (seven) Non-executive Director out of which 4 (four) are independent and 1 (one) Executive Director.

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. Sandeep Kanoria and Mr. Ramesh Chaudhary, Directors retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

5. AUDITORS

M/s V K Jindal & Co. Chartered Accountants, the Auditors of the Company will retire at Annual General Meeting and are eligible for re-appointment The members are requested to appoint auditors for the current year to hold office till the conclusion of next Annual General Meeting.

6. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars under Section 217(l)(e) of the Companies Act, 1956 to the extent applicable to the Company regarding conservation of energy, technology,and foreign exchange earning and outgo is given as Annexure (I) to the Report.

7. PARTICULARS OF EMPLOYEES

The Company does not have any of its employees drawing remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

8. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

A comprehensive Managements Discussion and Analysis Report is made a part of this Annual Report.

9. CORPORATE GOVERNANCE

Pursuant to the clause 49 of the Listing agreement with the stock exchanges, Corporate Governance Report is made a part of this Annual Report.

10. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors states:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

b) That the 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 the profit 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 the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the annual accounts oh a going concern basis.

11. ACKNOWLEDGMENT

Your Directors express their special thanks to the Customers, Suppliers, Members, and Employees for their continued support. Your directors also gratefully acknowledge the co- operation and assistance received from Bank of Baroda, Central and State Government authorities for their continued support and valuable assistance.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

SD/-

Place: Pune (Ramesh Chaudhary)

Date: 01.09.2010 CHAIRMAN

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