Directors Report of Malu Paper Mills Ltd.

Mar 31, 2025

The Directors have pleasure in presenting the Thirty-second (32^nd) Annual Report for the year ended
31^st March 2025 along with the Audited Statement of Accounts with the Report of the Auditors
thereon:

FINANCIAL RESULTS

Particulars	FY 2024-2025	FY 2023-2024
Sales	27788.81	27444.08
Other Incomes	54.52	62.33
Total Revenue	27843.34	27506.41
Expenses	27881.54	25769.12
Profit before Interest, Tax, Depreciation &Amortization, finance cost and exceptional items	-38.19	1737.29
Less: Financial Costs	1142.08	1089.05
Less: Depreciation& amortization expense	532.83	500.78
Profit / (Loss) before taxation	(1733.11)	147.44
Less: Provision For Taxation	(499.94)	57.92
Profit/(Loss) After Tax	(1213.16)	89.52
Other Comprehensive Income (net)	0.51	3.18
Total Comprehensive income for the year	(1212.65)	92.71

KEY HIGHLIGHTS OF THE FINANCIAL PERFORMANCE:

The Company continues to be engaged in manufacturing and sale of Kraft Papers, Writing & Printing
and Newsprint papers. During the year 2024-25, the Company recorded a turnover of Rs.
2,77,88,81,883/- and net loss of Rs. 12,12,65,005 compared to the turnover of Rs. 2,74,44,08,013/-
and net profit of Rs. 92,71,069/- for the previous year 2023-2024.

STATE OF AFFAIRS

Malu Paper Mills Ltd. continues to operate in the manufacturing of Newsprint, Writing & Printing
paper, and Kraft Paper. During the year under review, the company''s overall profitability has been
adversely affected compared to the previous year. This is primarily due to unfavorable economic and
market conditions that prevailed across all business segments throughout the year.

The domestic paper market experienced significant changes in the current year, which impacted the
operations of the entire Indian paper industry. In FY 2024-25, the company produced 80,669 Mt of
paper, a slight decrease from the 82,442 Mt produced in FY 2023-24. There was a notable shift in the
product mix during FY 2024-25 to capitalize on the prevailing market scenario. Specifically, Kraft
paper production increased to 59,825 Mt (74%) in FY 2024-25 from 47,439 Mt (58%) in FY 2023-24,
while Newsprint & Writing printing paper production adjusted to 20,843 Mt (26%) in FY 2024-25
from 35,003 Mt (42%) in FY 2023-24.

Our paper mills are strategically located in Central India at Nagpur, Maharashtra. Malu Paper Mills
Ltd. remains the largest Newsprint and Writing & Printing manufacturer in Central India, with
capacities totaling 49,500 TPA. We continue to produce quality Newsprint and Writing & Printing
Paper through a recycle process and maintain a swing facility that allows us to switch between
Newsprint and Writing paper production at short notice. Additionally, the company is involved in the
manufacture of packaging paper from recycle grade, with an annual capacity of 66,000 TPA.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no major change in the business of the company during the financial year ended 31^st
March, 2025.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors met Six (06) times during the year and the details thereof were mentioned in
the Report of Corporate Governance forming part of this Annual Report.

COMMITTEE MEETINGS

For the details of Composition of the Committees viz. Audit Committee, Stakeholders’ Relationship
Committee and Nomination and Remuneration Committee and details of the number of meetings held
of each committee, kindly refer to the report on Corporate Governance. All the recommendations
made by the Audit Committee, Nomination and Remuneration Committee and the Stakeholders’
Relationship Committee were accepted by the Board.

AUDITOR’S REPORT AND SECRETARIAL AUDIT REPORT

The statutory auditor’s report and the secretarial audit report do not contain any qualifications,
reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report.

DETAILS OF FRAUD REPORT BY AUDITOR:

As per auditors’ report, no fraud u/s 143(12) reported by the auditor.

STATUTORY AUDITORS

At the 29^thAGM M/s Demble Ramani & Co., Chartered Accountants, Nagpur (Firm Registration No:-
102259W) was appointed as statutory auditors of the Company for a term of 5 years from the
financial year 2022-23 onwards. Accordingly, M/s Demble Ramani & Co., Chartered Accountants,
Nagpur will continue as statutory auditors of the Company till the financial year 2026-27.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN OR
SECURITY PROVIDED

The loans given, investments made or guarantee given or security provided by the Company is same
as mentioned in notes to the Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions entered into during the financial year were on arm’s length basis and
in ordinary course of business. There are no materially significant related party transactions made by
the Company during the financial year under review. Accordingly, disclosure of related party
transactions as required under Section 134(3)(h) of the Companies Act in prescribed format Form
AOC-2 is not applicable.

However, the disclosure of transactions with related party for the year, as per Accounting Standard-18
Related Party Disclosures is given in Note no 27 to the Balance Sheet as on 31^st March, 2025.

TRANSFER TO RESERVES

The Company transferred a sum of Rs. (12,12,65,005/-) to Retained Earning Reserve during the
financial year ended 31^st March, 2025.

CHANGE IN SHARE CAPITAL

The Paid-up Share Capital as on 31^st March, 2025 is INR 17,05,92,500 comprising 1,70,59,250 Equity
Shares of Rs.10/-each. There has been no change in the capital structure of the Company during the
year.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances, has
decided that it would be prudent, not to recommend any Dividend for the year under review.

DISCLOSURE ON ACCOUNTING TREATMENT

The Company has adopted the Indian Accounting Standards (IndAS) from Financial Year 2017-18, as
mandated. Accordingly, the financial statements for current year, including comparative figures of
previous year are based on IndAS and in accordance with the recognition and measurement principles
stated therein, as well as other accounting principles generally accepted in India.

The Company has not used any differential treatment which is not in compliance with accounting
standards and the financials of the Company depict a true and fair view of the state of affairs of the
Company.

MATERIAL CHANGES AND COMMITMENTS

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

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

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

DETAILS OF DIRECTOR / KEY MANAGERIAL PERSONNEL APPOINTED/ RETIRED
DURING THE YEAR

The Company has an appropriate mix of Executive, Non-Executive and Independent Directors to
maintain the independence of the Board and separate its functions of governance and management.

Presently, the Board consist of Eight board members which include Non-Executive Independent
Director, Non-Executive-Non-Independent Director and Woman Director. The Number of Non¬
Executive Directors is more than fifty percent of total number of directors.

The Company continues to ensure compliance with the applicable provisions of the Companies Act,
2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in respect of
Board composition.

During the year, the composition of the Board of Directors of the Company underwent the following
changes

The Board, at its meeting held on 18^th February, 2025, on the recommendation of the Nomination and
Remuneration Committee, has re-appointed Mr. Punamchand Malu (DIN:00301030) as Managing
Director & CEO and Mr. Banwarilal Malu (DIN:00301297) as the Jt.Managing Director of the
Company for a period of 5 consecutive years commencing from 01^st April, 2025. The members
approved the said appointment on 21^st June, 2025 by passing a special resolution through the Postal
Ballot by way of remote e-voting process.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and in accordance with
Clause 146 of the Articles of Association of the Company, the Managing Directors of the Company
shall not be liable to retire by rotation.

Pursuant to the provisions of the Companies Act, 2013, at least two-thirds of the total number of
Directors, excluding Independent Directors, are required to be liable to retire by rotation.
Accordingly, Shri Vasudeo Malu (DIN: 00301313), Non-Executive Director, who is liable to retire by
rotation, retires at the ensuing Annual General Meeting and, being eligible, has offered himself for re¬
appointment.

The Board of Directors recommends his re-appointment, the details of which are set out in Item No. 2
of the Notice convening the 32^nd Annual General Meeting for the consideration and approval of the
shareholders.

The brief resume and other details relating to Shri. Vasudeo Malu (DIN: 00301313) who is proposed
to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations,2015, is incorporated in the annexure to the notice calling
32^nd Annual General Meeting.

CA. Sahil Shankar Agrawal (DIN: 02690403), who was appointed as a Non-Executive Independent
Director of the Company with effect from November 9, 2020, for a period of five (5) years, will be
completing his first term on November 8, 2025.

Based on the recommendation of the Nomination and Remuneration Committee at its meeting held on
April 17, 2025, and the approval of the Board of Directors at their meeting held on May 23, 2025, the
Board has recommended the re-appointment of CA. Sahil Shankar Agrawal as a Non-Executive
Independent Director of the Company for a second term of five (5) consecutive years, commencing
from November 9, 2025, and ending on November 8, 2030.

In terms of the provisions of Section 149 and other applicable provisions of the Companies Act, 2013
and Regulation 17(1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the re-appointment is subject to the approval of shareholders by way of a special resolution,
which is proposed to be passed at the 32^nd Annual General Meeting of the Company.

The brief resume and other details relating to CA. Sahil Shankar Agrawal (DIN: 02690403) who is
proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,2015, is incorporated in the annexure to the
notice calling 32^nd Annual General Meeting.

Upon the recommendation of The Board of Directors Mr. Vijaykumar Mulchandji Sarda
(DIN: 10727783), CA. Rajesh Nandkishore Sarda (DIN: 10727785) and CS. Surabhi Pankaj Gandhi
(DIN: 10729302) were appointed by the members of the Company by passing Ordinary Resolution in
the 31^st Annual General Meeting of the Company as Independent Director of the Company, for first
term of 5 consecutive years commencing 25^th September, 2024 up to 24^th September 2029.

Mr. Chandrakant Thakar (DIN 00784189), Mr. Satyanarayan Rathi (DIN 01797378) and CA.
Shrutika Inani(DIN 06937649) who has been serving as a Non-Executive Independent Directors on
the Board of Malu Paper Mills Limited, had retired from their position of Independent Directors

effective from 25^th September 2024, upon the expiry of their second term of 5 (five) consecutive
years.

The deep wisdom, integrity, and unwavering dedication of these Independent directors has played a
significant role in steering the Company towards sustained growth and excellence. The Board places
on record its sincere appreciation for the exemplary service and contributions of these directors.

All Independent Directors of the Company have given declaration that they meet the criteria of
independence as laid down under Section 149 (6) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and are
independent to the management of the Company. During the year, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting fees and
reimbursement of expenses incurred by them for attending meetings of the Company.

Further during the year, there was no changes occurred in the Key Managerial Personnel of the
Company

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company
as on March 31, 2025 are: Mr. Punamchand Malu - Managing Director& CEO, Mr. Banwarilal Malu -
Jt. Managing Director, Mr. Prakash Modi-Chief Financial Officer and Mayuri Asawa - Company
Secretary.

DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the Listing
Regulations, 2015 read with Section 149(6) of the Act along with rules framed thereunder. In terms of
Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any
circumstance or situation which exists or may be reasonably anticipated that could impair or impact
their ability to discharge their duties.

The maximum tenure of Independent Directors is in compliance with the Companies Act, 2013 (“the
Act”) and the Listing Regulations. Based on the declarations received from the Independent Directors,
the Board of Directors has confirmed that they meet the criteria of independence as mentioned under
Regulation 16(1)(b) of the Listing Regulations, 2015 and that they are independent of the
management.

The Independent Directors have also confirmed that they have registered themselves in the databank
of persons offering to become Independent Directors.

Every Independent Director, at the first meeting of the Board in which he participates as a director and
thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets
the criteria of independence and submits the declaration regarding the status of holding other
directorship and membership as provided under law.

Based on the disclosures and declarations received from the Directors at regular intervals, it is
confirmed that none of the Directors holds directorship in more than ten public limited companies as
prescribed under Section 165 of the Companies Act, 2013, nor serves as a Director in more than eight
listed entities, as stipulated under Regulation 17A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Further, no Director holds the position of Independent Director
(including any alternate directorships) in more than seven listed companies, or in more than three
equity listed companies in case he/she is serving as a Whole-time Director or Managing Director in
any listed company, in compliance with Regulation 17A of the Listing Regulations.

Further, none of the Directors on the Board is a member in more than ten Committees or acts as
Chairperson of more than five Committees across all Indian public limited companies in which he/she

is a director, in compliance with the provisions of Regulation 26 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

EVALUATION OF INDIVIDUAL DIRECTORS, THE BOARD & ITS COMMITTEES:

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements
prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”), the Board of Directors has carried out an annual evaluation of its own
performance, the performance of individual Directors, and that of its committees.

The performance of the Board was evaluated after obtaining inputs from all Directors, based on
various criteria including the Board’s composition and structure, the effectiveness of its processes, the
quality and timeliness of information shared, and overall functioning.

The performance of the Committees was assessed by the Board based on inputs received from
respective Committee members, considering aspects such as the composition of the Committees, the
effectiveness of meetings, and the discharge of their delegated responsibilities.

A separate meeting of the Independent Directors was held, wherein the performance of non¬
independent directors and the Board as a whole was reviewed, taking into account the views of both
Executive and Non-Executive Directors.

The Nomination and Remuneration Committee and the Board also evaluated the performance of
individual Directors based on predefined criteria, which included their level of preparedness,
participation in deliberations, meaningful contributions at meetings, and commitment to their roles.

The Board of Directors expressed satisfaction with the overall evaluation process and the performance
of its members and Committees.

PUBLIC DEPOSITS

During the year under review, the Company has neither accepted nor renewed any public deposits in
terms of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.

CREDIT RATINGS

During the year under review, Malu Paper Mills Ltd (MPML) did not obtain any credit rating for its
existing or proposed bank facilities.

INTERNAL FINANCIAL CONTROL

The Company has put in place adequate internal financial control procedures commensurate with its
size, complexity and nature of business. The Company has identified and documented all key
financial controls, which impact the financial statements as part of its Standard Operating Procedures
(SOP). The financial controls are tested for operating effectiveness through ongoing monitoring and
review process by the management and also independently by the Internal Auditor.

The Internal Auditor of the Company reports functionally to the Audit Committee of Board, which
reviews and approves risk based annual internal audit plan. The Audit Committee periodically
reviews the performance of internal audit function.

During the year, such controls were tested and no reportable material weakness in the design or
operation was observed.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 (as amended), the Board of Directors, on the recommendations of the Audit
Committee, of the Company, has approved and appointed M/s. Samria & Co. Chartered accountants,
Chartered Accountants, Nagpur, as the Internal Auditors of the Company, for the FY 2024-25.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, from time to time,
during the FY 2024-25, to the Audit Committee and Board of Directors of the Company, do not
contain any adverse remarks and qualifications, is self-explanatory and do not call for any further
explanation/s by the Company.

Further, the Company has appointed M/s. Samria & Co. Chartered accountants as the Internal
Auditors of the Company of FY 2025-26.

COST RECORDS& COST AUDIT

The provision of Cost audit as per section 148 applicable on the Company and company has
maintained proper records and account of the same as required under the act.

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors had appointed M/s.
Deepak Khanuja & Associates., Cost Accountants (Firm Regn no. 100247), as Cost Auditors of the
Company for conducting the audit of Cost records for the financial year ended on 31^st March 2025.
The audit report will be filed within prescribed period.

The Company has appointed M/s. Deepak Khanuja & Associates., Cost Accountants as Cost Auditors
under Section 148 of the Companies Act, 2013, for audit of cost records of the Company for the year
ending 31^st March, 2026.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the
going concern status and Company’s operations in future.

CONSTITUTION OF COMMITTEE - SEXUAL HARASSMENT AT WORKPLACE

The Company has constituted committee under the sexual harassment of women at workplace
(prevention, prohibition and Redressal) Act, 2013 and company has complied with the provisions of
the same.

During the year, no complaint of sexual harassment was received to the company.

CONSOLIDATED FINANCIAL STATEMENTS

Company doesn’t have any subsidiaries so there is no need to prepare consolidated financial statement
for the F. Y. 2024-25.

COMPLIANCE WITH SECRETARIAL STANDARD

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the
applicable Secretarial Standard/s, namely Secretarial Standard - 1 (‘SS-1’) on Meetings of the Board
of Directors and Secretarial Standard - 2 (‘SS-2’) on General Meetings, during the FY 2024-25.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the year under review, there is no application made and/or no proceeding pending under the
Insolvency and Bankruptcy Code, 2016

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME
OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF
TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF:

During the year under review, the Company has not made any settlement with its bankers for any
loan(s)/facility(ies) availed or / and still in existence.

FAILURE TO IMPLEMENT ANY CORPORATE ACTION

During the FY 2024-25 under review, there is no occasion wherein the Company failed to implement
any Corporate Action. As such, no specific details are required to be given or provided.

DIRECTORS RESPONSBILITY STATEMENT FORMING PART OF BOARD’S REPORT

As required under Section 134(5) of the Companies Act, 2013, the Director''s confirm that:

1 In the preparation of the annual accounts, the applicable accounting standards have been
followed.

2 The Directors had selected such accounting policies and applied them consistently and made
judgments and estimate that are reasonable and prudent so as to give a true and fair view of the
state of affairs of Company as on 31^st March 2025 and of the profit of the company for that
period.

3 The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities.

4 The annual accounts for the year ended March 31, 2025 have been prepared on a going concern
basis.

5 The directors have laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

6 The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and these were adequate and operating effectively.

LISTING OF SHARES

Equity Shares of Company are listed on The Bombay Stock Exchange, Mumbai (BSE) and The
National Stock Exchange (NSE). The Company has duly paid listing fees to stock exchanges.

POLICY ON NOMINATION AND REMUNERATION:

In compliance with the requirements of Section 178 of the Act, the Company has laid down a
Nomination and Remuneration Policy which has been uploaded on the Company’s website. The web-
link as required under the Act ishttp://www.malupaper.com/investors/

RISK MANAGEMENTPOLICY

Risks are inherent to our business as our operating environment is complex, highly regulated, and
dynamic. To attain our strategic growth objectives, protect the interests of all our stakeholders and
meeting legal requirements we have an established process of identifying, analysing, and responding
appropriately to all business risks. We have a well-embedded Risk Management Framework to ensure
that we are well-placed to manage any adverse effect posed by financial, operational, strategic or
regulatory related risks. Our framework adopts appropriate risk mitigation measures for identified
risks across functions. The process ensures that new risks, which might arise, or the impact of existing
risks which might have increased, are identified and a strategy is put in place for mitigating such risks.
The major risks identified by the management are Raw Material Risk, Quality Risk, Technological
Risk, Competition Risk, Cost Risk, Financial Risk, and Legal/Regulatory Risk along with economic
and political risks.

A review of the risk management policy is carried out annually by the Audit Committee and the
Board of Directors.

CORPORATE GOVERNANCE

In terms of the Listing Regulations, a report on Corporate Governance along with Auditors’ Report on
its compliance is annexed, forming part of the Annual Report.

Further all the Board members and Senior Management personnel have affirmed compliance with the
Code of Conduct for the financial year 2024-25. A declaration to this effect signed by the Managing
Director& CEO of the Company also forms part of this Annual Report.

Additionally, CEO/CFO Certification as required by SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of this Annual Report.

A Certificate from Practicing Chartered accountant regarding the compliance with the conditions of
Corporate Governance as stipulated under Regulation 34 read with Schedule V of the SEBI Listing
Regulations is annexed to this Report.

In line with the requirements of Companies Act, 2013, your Company has constituted the Board
Committees and has in place all the statutory Committees required under the law. Details of Board
Committees along with their terms of reference, composition and meetings of the Board and Board
Committees held during the year, are provided in the Corporate Governance Report.

SUSPENSION OF TRADING

The equity shares of the Company have been listed and actively traded on Main Board of Bombay
Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE).

There was no occasion wherein the equity shares of the Company have been suspended for trading
during the FY 2024-25.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report in accordance with Regulation 34 read with
Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”) forms part of this Annual Report as
Annexure A.

The Company had appointed CS V Ramachandran, Nagpur, Company secretary in Practice
(Certificate of Practice Number-3773) to comply with the provisions of Section 204 of the Companies
Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24A of the SEBI (LODR) Regulations, 2015 and also to provide the
Secretarial Compliance Report for the financial year 2024-25.

Copy of the Secretarial Audit Report in Form MR-3 is given as an Annexure B to this Board’s
Report.

Pursuant to Regulation 24A(1) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, and in compliance with SEBI''s circular SEBI/HO/CFD/CFD-PoD
2/CIR/P/2024/185 dated 31^st December, 2024 read with the applicable provisions of Companies Act,
2013 and other applicable regulations/ notifications, Board of Directors has recommended CS V
Ramachandran, Nagpur, Company secretary in Practice (Certificate of Practice Number-3773) as the
Secretarial Auditor of the Company for a period of five consecutive years, from the conclusion of the
ensuing Annual General Meeting till the conclusion of the 37^th Annual General Meeting subject to the
approval of Shareholders in the ensuing Annual General Meeting of the Company on such terms and
remunerations as may be mutually agreed upon between the said secretarial auditor and Board of
Directors of the Company.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The information pertaining to conservation of energy, technology absorption, foreign exchange
earnings and outgo, as required under the Companies Act, 2013, read with the Companies (Accounts)
Rules 2014 is given as per Annexure C and forms part of the Board’s Report.

As regards disclosure of particulars relating to conservation of energy, great emphasis has been given
for reduction of energy consumption to reduce cost per unit of goods. Details are attached herewith as
per Annexure C.

The Company imports some portion of its raw material requirement. The foreign exchange earnings
and outgo are as mentioned in the reports of the auditor of the Company. Details are attached herewith
as per Annexure C

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to corporate social responsibility
are not applicable to the Company in the reporting financial year.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per the provisions of Section 177(10) of the Companies Act 2013and Regulation 22 of the Listing
Regulations, a Vigil Mechanism for Directors and employees to report genuine concerns has been
established. The practice of the Whistleblower Policy is overseen by the Audit Committee and no
employee has been denied access to the Committee. The same has been uploaded on company’s
website at http://www.malupaper.com/investors/

Web Address of the Annual Return

Pursuant to the provisions of Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013,
a copy of the Annual Return of the Company is available at the Company’s website
http://www.malupaper.com/investors/

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED
SUSPENSE ACCOUNT

(a) The outstanding shares in the suspense account held with Sharekhan Limited lying at the
beginning of the year is 3,019 shares;

(b) none of shareholders approached listed entity for transfer of shares from suspense account during
the year;

(c) no shares were transferred from suspense account during the year;

(d) the outstanding shares in the suspense account held with Sharekhan Limited lying at the end of
the year is 3,019 shares;

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares
claims the shares.

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

None of the employee, including Key Managerial Personnel, was drawing in excess of the limits
prescribed by Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees Rules, 1975, which
needs to be disclosed in the Board’s report.

The ratio of the remuneration of each director to the median remuneration of the employees of the
Company and percentage increase in remuneration of each Director, Chief Financial Officer and
Company Secretary in the financial year-

S.No	Name of the Director	Remuneration	Median Remuneration	Ratio (Remuneration of Director to Median Remuneration) times
		Per Annum	Per Annum
		(INR)	(INR)
Executive Directors
1	Mr. Punamchand Malu*	NIL	-	-
2	Mr.BanwarilalMalu*	NIL	-	-
Non Executive Directors/Independent Directors
3	Mr. Purushottam Malu	NIL	-	-
4	Mr.Vasudeo Malu	NIL	-	-
5	Mr.Chandrakant Thakar	NIL	-	-
6	FCA. Shrutika Inani	NIL	-	-
7	Mr. Satyanarayan Rathi	NIL	-	-
8	Mr.Agrawal	NIL	-	-
Key Managerial Person
9	Mr. Prakash Modi, CFO	10,51,200	N.A	N.A
10	CS. Mayuri Asawa	3,30,000	N.A	N.A

a) *The Executive Directors had decided to waive remuneration for the reporting financial year in
the Board meeting held on 09-08-2023.

b) There is no increase in the remuneration of Chief Financial Officer in the financial year.

c) There is no increase in the remuneration of Company Secretary during the financial year.

d) The median remuneration of employees increased by 7.25% during FY 2024-25 compared to FY
2023-24.

e) The number of permanent employees on the rolls of Company: 257

Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.
ACKNOWLEDGEMENTS

Your directors wish to place on record their gratitude to Bankers, Customers, and Business Associates
for the co-operation and support and to the Shareholders, dealers and suppliers, staff and workers for
their contribution to the company’s growth.

Date: 23/07/2025 By Order of Board of Directors

Place: Nagpur

Punamchand Malu Banwarilal Malu

Managing Director & CEO Jt. Managing Director

(DIN:00301030) (DIN:00301297)

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Mar 31, 2024

The Directors have pleasure in presenting the Thirty-first (31^st)Annual Report for the year ended 31^st March 2024 along with the Audited Statement of Accounts with the Report of the Auditors thereon:

FINANCIAL RESULTS

tR q Tti T

Particulars	FY 2023-2024	FY 2022-2023
Sales	27444.08	23388.87
Other Incomes	62.33	65.85
Total Revenue	27506.41	23454.73
Expenses	25769.12	23487.35
Profit before Interest, Tax, Depreciation &Amortization,finance cost and exceptional items	1737.29	(32.62)
Less: Financial Costs	1089.05	863.69
Less: Depreciation& amortization expense	500.78	502.66
Profit / (Loss) before taxation	147.44	(1398.97)
Less: Provision For Taxation	57.92	(353.60)
Profit/(Loss) After Tax	89.52	(1045.37)
Other Comprehensive Income (net)	3.18	9.96
Total Comprehensive income for the year	92.71	(1035.41)

KEY HIGHLIGHTS OF THE FINANCIAL PERFORMANCE:

The Company continues to be engaged in manufacturing and sale of Kraft Papers, Writing & Printing and Newsprint papers. During the year 2023-24, the Company recorded a turnover of Rs. 2,74,44,08,013/-and net profit of Rs. 92,71,069/-compared to the turnover of Rs. 2,33,88,87,628/- and net loss of Rs. 10,35,41,038/-for the previous year 2022-2023.

STATE OF AFFAIRS

The company is in the business of Manufacturing Newsprint, Writing & Printing paper and Kraft Paper. The overall profitability of the Company during the year under review, as compared to the previous year, has been improved as company has increased its capacity in the Writing & Printing paper segment to utilize the higher capacity utilization.

The current year witnessed lot of change in the international paper market and these changes impacted the operations of the Indian paper industry. In the FY 2023-24 the company produced 82,442 Mt of paper as against 53,459Mt produced in FY 2022-23. In FY 2022-23, the company produced 33,612 Mt (63%) of Kraft paper and 19,815 Mt (37%) of Newsprint & Writing printing paper. In FY 2023-24, the company produced 47,439 Mt (58%) of Kraft paper and 35,003 Mt (42%) of Newsprint & Writing printing paper. There was a change in the product mix in FY 2023-24 to take advantage of the market scenario.

Malu Paper Mills Ltd has paper mills strategically located in Central India at Nagpur (Maharashtra). The company is the largest Newsprint and Writing & Printing manufacturer of

Central India with 49,500 TPA capacities and produces quality Newsprint and Writing & Printing Paper with recycle process. The company has swing facility wherein it can change to Newsprint and Writing paper production at short notice. The company is also in the manufacture of the packaging paper of recycle grade with an annual capacity 49,500 TPA. The positive turn of events in the Indian paper industry in the current year due to changes in the International and Domestic market, Environment and Industrial policy of the government has resulted in favourable changes, which will continue to impact the prospects of the company in years to follow.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no major change in the business of the company during the financial year ended 31^st March, 2024.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors met Four (04) times during the year and the details thereof were mentioned in the Report of Corporate Governance forming part of this Annual Report.

AUDITOR’S REPORT AND SECRETARIAL AUDIT REPORT

The statutory auditor’s report and the secretarial audit report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report.

DETAILS OF FRAUD REPORT BY AUDITOR:

As per auditors’ report, no fraud u/s 143(12) reported by the auditor.

STATUTORY AUDITORS

At the 29^thAGM M/s Demble Ramani & Co., Chartered Accountants, Nagpur (Firm Registration No:-102259W) was appointed as statutory auditors of the Company for a term of 5 years from the financial year 2022-23 onwards. Accordingly, M/s Demble Ramani & Co., Chartered Accountants, Nagpur will continue as statutory auditors of the Company till the financial year 2026-27.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN OR SECURITY PROVIDED

The loans given, investments made or guarantee given or security provided by the Company is same as mentioned in notes to the Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions entered into during the financial year were on arm’s length basis and in ordinary course of business. There are no materially significant related party transactions made by the Company during the financial year under review. Accordingly, disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act in prescribed format Form AOC-2 is not applicable.

However, the disclosure of transactions with related party for the year, as per Accounting Standard-18 Related Party Disclosures is given in Note no 27 to the Balance Sheet as on 31^st March, 2024.

TRANSFER TO RESERVES

The Company transferred a sum of Rs. 92,71,069/- to Retained Earning Reserve during the financial year ended 31^st March, 2024.

CHANGE IN SHARE CAPITAL

The Paid-up Share Capital as on 31^st March, 2024 is INR 17,05,92,500 comprising 1,70,59,250 Equity Shares of Rs.10/-each. There has been no change in the capital structure of the Company during the year.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the year under review.

DISCLOSURE ON ACCOUNTING TREATMENT

The Company has adopted the Indian Accounting Standards (IndAS) from Financial Year 2017-18, as mandated. Accordingly, the financial statements for current year, including comparative figures of previous year are based on IndAS and in accordance with the recognition and measurement principles stated therein, as well as other accounting principles generally accepted in India.

The Company has not used any differential treatment which is not in compliance with accounting standards and the financials of the Company depict a true and fair view of the state of affairs of the Company.

MATERIAL CHANGES AND COMMITMENTS

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

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

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

DETAILS OF DIRECTOR / KEY MANAGERIAL PERSONNEL APPOINTED/ RETIRED DURING THE YEAR

Pursuant to Section 152(6) of the Companies Act, 2013 and as per clause 146 of Article of Association of the Company, the Managing directors of the Company shall be a Director not liable to retire by rotation.

The Act mandates that at least two-third of the total number of Directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Shri. Purushottam Malu (DIN: 01720007), Non - Executive Director, liable to retire by rotation, retires from the Board this year and, being eligible, has offered himself for re-appointment. The Boards of Directors recommend his re-appointment at Item No. 2 of the Notice Calling 31^st Annual General Meeting for consideration of the Shareholders.

The brief resume and other details relating to Shri. Purushottam Malu (DIN: 01720007) who is proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, is incorporated in the annexure to the notice calling 31^stAnnual General Meeting.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Vijaykumar Mulchandji Sarda (DIN: 10727783), CA. Rajesh Nandkishore Sarda (DIN: 10727785) and CS. Surabhi Pankaj Gandhi (DIN: 10729302) as Independent Directors for a period of five years with effect from 25^th September, 2024 subject to the approval of the Members at the ensuing AGM. The Company has received a notice under Section 160 of the Companies Act, 2013 proposing their candidature as Independent Directors of the Company.

Mr. Chandrakant Thakar (DIN 00784189), Mr. Satyanarayan Rathi (DIN 01797378) and CA. Shrutika Inani(DIN 06937649)who were appointed as Independent Directors for second term at the 26^thAnnual General Meeting held on 27^thSeptember, 2019, will complete their tenure on 25^th September, 2024 and accordingly would cease to be Independent Directors of the Company.

All Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and are independent to the management of the Company. During the year, the NonExecutive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for attending meetings of the Company.

Except this, there has been no change in the composition of Board of Directors of the Company during the year under review.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are: Mr. Punamchand Malu - Managing Director& CEO, Mr. Banwarilal Malu - Jt. Managing Director, Mr. Prakash Modi-Chief Financial Officer and Mayuri Asawa - Company Secretary.

DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the Listing Regulations, 2015 read with Section 149(6) of the Act along with rules framed thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

The maximum tenure of Independent Directors is in compliance with the Companies Act, 2013 (“the Act”) and the Listing Regulations. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the Listing Regulations, 2015 and that they are independent of the management.

The Independent Directors have also confirmed that they have registered themselves in the databank of persons offering to become Independent Directors.

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law.

Based on the intimations/disclosures received from the Directors periodically, none of the Director is a Director in more than 10 public limited companies (as specified in section 165 of the Act) and Director in more than 8 listed entities (as specified in Regulation 17A of the Listing Regulations, 2015) or acts as an Independent Director (including any alternate directorships) in more than 7 listed companies or 3 equity listed companies in case he/she serves as a Whole-time Director/Managing Director in any listed company (as specified in Regulation 17A of the Listing Regulations, 2015).

Further, none of the Directors on the Board is a Member of more than 10 Committees and Chairperson of more than 5 Committees (as specified in Regulation 26 of the Listing Regulations, 2015), across all the Indian public limited companies in which he/she is a Director.

EVALUATION OF INDIVIDUAL DIRECTORS, THE BOARD & ITS COMMITTEES:

Pursuant to the provisions of the Companies Act, 2013, and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015(‘SEBI Listing Regulations’); the Board of Directors have carried out an annual evaluation of its own performance as a whole, the directors individually as well as the evaluation of the working of its Committees.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole was evaluated, taking into account the views of executive directors and non- executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Board of Directors expressed their satisfaction with the evaluation process.

PUBLIC DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read together with Companies (Acceptance of Deposits) Rules, 2014.

CREDIT RATINGS

During the year under review no credit rating was obtained on the bank facilities of Malu Paper Mills Ltd (MPML).

INTERNAL FINANCIAL CONTROL

The Company has put in place adequate internal financial control procedures commensurate with its size, complexity and nature of business. The Company has identified and documented all key financial controls, which impact the financial statements as part of its Standard Operating Procedures (SOP). The financial controls are tested for operating effectiveness through ongoing monitoring and review process by the management and also independently by the Internal Auditor.

The Internal Auditor of the Company reports functionally to the Audit Committee of Board, which reviews and approves risk based annual internal audit plan. The Audit Committee periodically reviews the performance of internal audit function.

During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has approved and appointed M/s. Samria & Co. Chartered accountants, Chartered Accountants, Nagpur, as the Internal Auditors of the Company, for the FY 2023-24.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, from time to time, during the FY 2023-24, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications, is self-explanatory and do not call for any further explanation/s by the Company.

Further, the Company has appointed M/s. Samria & Co. Chartered accountants as the Internal Auditors of the Company of FY 2024-25.

COST RECORDS& COST AUDIT

The provision of Cost audit as per section 148 applicable on the Company and company has maintained proper records and account of the same as required under the act.

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors had appointed M/s. Khanuja Patra& Associates, Cost Accountants, as Cost Auditors of the Company for conducting the audit of Cost records for the financial year ended on 31^st March 2024. The audit report will be filed within prescribed period.

The Company has appointed M/s. Deepak Khanuja & Associates., Cost Accountants as Cost Auditors under Section 148 of the Companies Act, 2013, for audit of cost records of the Company for the year ending 31^st March, 2025.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

CONSTITUTION OF COMMITTEE - SEXUAL HARASSMENT AT WORKPLACE

The Company has constituted committee under the sexual harassment of women at workplace (prevention, prohibition and Redressal) Act, 2013 and company has complied with the provisions of the same.

During the year, no complaint of sexual harassment was received to the company. CONSOLIDATED FINANCIAL STATEMENTS

Company doesn’t have any subsidiaries so there is no need to prepare consolidated financial statement for the F. Y. 2023-24.

COMPLIANCE WITH SECRETARIAL STANDARD

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard - 1 (‘SS-1’) on Meetings of the Board of Directors and Secretarial Standard - 2 (‘SS-2’) on General Meetings, during the FY 2023-24.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the year under review, there is no application made and/or no proceeding pending under the Insolvency and Bankruptcy Code, 2016

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, the Company has not made any settlement with its bankers for any loan(s)/facility(ies) availed or / and still in existence.

FAILURE TO IMPLEMENT ANY CORPORATE ACTION

During the FY 2023-24 under review, there is no occasion wherein the Company failed to implement any Corporate Action. As such, no specific details are required to be given or provided.

DIRECTORS RESPONSBILITY STATEMENT FORMING PART OF BOARD’S REPORT

As required under Section 134(5) of the Companies Act, 2013, the Director''s confirm that:

1 In the preparation of the annual accounts, the applicable accounting standards have been followed.

2 The Directors had selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as on 31^st March 2024 and of the profit of the company for that period.

3 The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4 The annual accounts for the year ended March 31, 2024 have been prepared on a going concern basis.

5 The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6 The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and these were adequate and operating effectively.

LISTING OF SHARES

Equity Shares of Company are listed on The Bombay Stock Exchange, Mumbai (BSE) and The National Stock Exchange (NSE). The Company has duly paid listing fees to stock exchanges.

POLICY ON NOMINATION AND REMUNERATION:

In compliance with the requirements of Section 178 of the Act, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Company’s website. The web-link as required under the Act ishttp://www.malupaper.com/investors/

RISK MANAGEMENTPOLICY

Risks are inherent to our business as our operating environment is complex, highly regulated, and dynamic. To attain our strategic growth objectives, protect the interests of all our stakeholders and meeting legal requirements we have an established process of identifying, analysing, and responding appropriately to all business risks. We have a well-embedded Risk Management Framework to ensure that we are well-placed to manage any adverse effect posed by financial, operational, strategic or regulatory related risks. Our framework adopts appropriate risk mitigation measures for identified risks across functions. The process ensures that new risks, which might arise, or the impact of existing risks which might have increased, are identified and a strategy is put in place for mitigating such risks. The major risks identified by the management are Raw Material Risk, Quality Risk, Technological Risk, Competition Risk, Cost Risk, Financial Risk, and Legal/Regulatory Risk along with economic and political risks.

A review of the risk management policy is carried out annually by the Audit Committee and the Board of Directors.

AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 177 of the Companies Act, 2013, the Audit committee constituted to review compliances with internal control systems and other various functions of the Company. FCA Shrutika Inani, Independent Director was the Chairman of the Audit Committee.

CORPORATE GOVERNANCE

In terms of the Listing Regulations, a report on Corporate Governance along with Auditors’ Report on its compliance is annexed, forming part of the Annual Report.

Further all the Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the financial year 2023-24. A declaration to this effect signed by the Managing Director& CEO of the Company also forms part of this Annual Report.

Additionally, CEO/CFO Certification as required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015forms part of this Annual Report.

A Certificate from Practicing Chartered accountant regarding the compliance with the conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of the SEBI Listing Regulations is annexed to this Report.

In line with the requirements of Companies Act, 2013, your Company has constituted the Board Committees and has in place all the statutory Committees required under the law. Details of Board Committees along with their terms of reference, composition and meetings of the Board and Board Committees held during the year, are provided in the Corporate Governance Report.

SUSPENSION OF TRADING

The equity shares of the Company have been listed and actively traded on Main Board of Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE).

There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2023-24.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report in accordance with Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) forms part of this Annual Report as Annexure A.

SECRETARIAL AUDITORS

The Company had appointed CS. Yugandhara Kothalkar, Practicing Company Secretary as the Secretarial Auditor for the audit of the practices and procedures followed by the Company as prescribed to undertake Secretarial Audit of the Company for the FY 2023-24. Due to the pre-occupation CS. Yugandhara Kothalkar, Practicing Company Secretary tendered her resignation as a Secretarial auditor, w-e-f 15-04-2024.

Company then appointed CS V Ramachandran, Nagpur, Company secretary in Practice (Certificate of Practice Number-3773) to comply with the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24Aof the SEBI (LODR) Regulations, 2015 and also to provide the Secretarial Compliance Report for the financial year 2023-24.Copy of the Secretarial Audit Report in Form MR-3 is given as an Annexure B to this Board’s Report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under the Companies Act, 2013, read with the Companies (Accounts) Rules 2014 is given as per Annexure C and forms part of the Board’s Report.

As regards disclosure of particulars relating to conservation of energy, great emphasis has been given for reduction of energy consumption to reduce cost per unit of goods. Details are attached herewith as per Annexure C.

The Company imports some portion of its raw material requirement. The foreign exchange earnings and outgo are as mentioned in the reports of the auditor of the Company. Details are attached herewith as per Annexure C

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to corporate social responsibility are not applicable to the Company in the reporting financial year.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per the provisions of Section 177(10) of the Companies Act 2013and Regulation 22 of the Listing Regulations, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The practice of the Whistleblower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee. The same has been uploaded on company’s website at http://www.malupaper.com/investors/

Web Address of the Annual Return

Pursuant to the provisions of Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, a copy of the Annual Return of the Company is available at the Company’s website http://www.malupaper.com/investors/

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

(a) The outstanding shares in the suspense account held with Sharekhan Limited lying at the beginning of the year is 3,019 shares;

(b) none of shareholders approached listed entity for transfer of shares from suspense account during the year;

(c) no shares were transferred from suspense account during the year;

(d) the outstanding shares in the suspense account held with Sharekhan Limited lying at the end of the year is 3,019 shares;

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OFEMPLOYEES:

None of the employee, including Key Managerial Personnel, was drawing in excess of the limits prescribed by Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees Rules, 1975, which needs to be disclosed in the Board’s report.

The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year-

S.No	Name of the Director	Remuneration	Median Remuneration	Ratio (Remuneration of Director to Median Remuneration) times
		Per Annum	Per Annum
		(INR)	(INR)
Executive Directors
1	Mr. Punamchand Malu*	NIL	-	-
2	Mr.BanwarilalMalu*	NIL	-	-
Non Executive Directors/Independent Directors
3	Mr. Purushottam Malu	NIL	-	-
4	Mr.Vasudeo Malu	NIL	-	-
5	Mr.Chandrakant Thakar	NIL	-	-
6	FCA. Shrutika Inani	NIL	-	-
7	Mr. Satyanarayan Rathi	NIL	-	-
8	Mr. Sahil Agrawal	NIL	-	-
Key Managerial Person
9	Mr. Prakash Modi, CFO	10,51,200	N.A	N.A
10	CS. Mayuri Asawa	3,30,000	N.A	N.A

a) *The Executive Directors had decided to waive remuneration for the reporting financial year in the Board meeting held on 09-08-2023.

b) There is no increase in the remuneration of Chief Financial Officerin the financial year.

c) There is no increase in the remuneration of Company Secretary during the financial year.

d) The percentage increase in the median remuneration of employees in the financial year: 10.78%

e) The number of permanent employees on the rolls of Company: 211

Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to Bankers, Customers, and Business Associates for the co-operation and support and to the Shareholders, dealers and suppliers, staff and workers for their contribution to the company’s growth.

Date : 13/08/2024 By Order of Board of Directors

Place : Nagpur

Punamchand Malu Banwarilal Malu

Managing Director & CEO Jt. Managing Director (DIN:00301030) (DIN:00301297)

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Mar 31, 2023

The Directors have pleasure in presenting the 30^th Annual Report lor the year ended 31^st March 2023 along with the Audited Statement of Accounts with the Report of the Auditors thereon:

FINANCIAL RESULTS

(Rs.In Lakhs)

Particulars	FY 2022-2023	FY 2021-2022
Sales	23388.87	21191.21
Other Incomes	65.85	108.00
Total Revenue	23454.73	21299.21
Expenses	23487.35	20830.95
Profit before Interest, Tax, Depreciation & Amortization,finance cost and exceptional items	(32.62)	468.26
Less: Financial Costs	863.69	790.42
Less: Depreciation& amortization expense	502.66	506.96
Profit / (Loss) before taxation	(1398.97)	(828.75)
Less: Provision For Taxation	(353.60)	(202.53)
Profit/(Loss) After Tax	(1045.37)	(626.22)
Other Comprehensive Income (net)	9.96	9.48
Total Comprehensive income for the year	(1035.41)	(616.64)

KEY HIGHLIGHTS OF THE FINANCIAL PERFORMANCE:

The Company continues to be engaged in manufacturing and sale of Kraft Papers, Writing & Printing and Newsprint papers. During the year 2022-23, the Company recorded a turnover of Rs. 2,33,88,87,628/-and net loss of Rs. 10,35,41,038/-compared to the turnover of Rs. 2,11,91,20,902/- and net loss of Rs. 6,16,64,465/-for the previous year 2021-22.

STATE OF AFFAIRS

The company is in the business of Manufacturing Newsprint, Writing & Printing paper and Kraft Paper. The overall profitability of the Company during the year under review, as compared to the previous year, has been adversely affected due to the unfavorable economic and market conditions prevailing throughout the year in all the business segments on account of disruptions caused by the COVID -19 pandemic.

The current year witnessed lot of change in the international paper market and these changes impacted the operations of the Indian paper industry. In the FY 2022-23 the company produced 53,459 Mt of paper as against 55,657 Mt produced in FY 2021-22. In FY 2021-22, the company produced 41,498 Mt (75%) of Kraft paper and 14159 Mt (25%) of Newsprint & Writing printing paper. In FY 2022-23, the company produced 33,612 Mt (63%) of Kraft paper and 19,815 Mt (37%) of Newsprint & Writing printing paper. There was a change in the product mix in FY 2022-23 to take advantage of the market scenario.

Malu Paper Mills Ltd has paper mills strategically located in Central India at Nagpur (Maharashtra). The company is the largest Newsprint and Writing & Printing manufacturer of Central India with 49,500 TPA capacities and produces quality Newsprint and Writing & Printing Paper with recycle process. The company has swing facility wherein it can change to Newsprint and Writing paper production at short notice. The company is also in the manufacture of the packaging paper of recycle grade with an annual capacity 49,500 TPA. The positive turn of events in the Indian paper industry in the current year due to changes in the International and Domestic market, Environment and Industrial policy of the government has resulted in favourable changes, which will continue to impact the prospects of the company in years to follow.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no major change in the business of the company during the financial year ended 31^st March, 2023.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors met Four (04) times during the year and the details thereof were mentioned in the Report of Corporate Governance forming part of this Annual Report.

AUDITOR’S REPORT AND SECRETARIAL AUDIT REPORT

The statutory auditor’s report and the secretarial audit report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report.

DETAILS OF FRAUD REPORT BY AUDITOR:

As per auditors’ report, no fraud u/s 143(12) reported by the auditor.

AUDITORS

At the 29th AGM M/s Demble Ramani & Co., Chartered Accountants, Nagpur (Firm Registration No:-102259W) was appointed as statutory auditors of the Company for a term of 5 years from the financial year 2022-23 onwards. Accordingly, M/s Demble Ramani & Co., Chartered Accountants, Nagpur will continue as statutory auditors of the Company till the financial year 2026-27.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN OR SECURITY PROVIDED

The loans given, investments made or guarantee given or security provided by the Company is same as mentioned in notes to the Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year ended 31^st March, 2023 were on an arm’s length basis and were in the ordinary course of business. The details of the transactions were tabled before the Audit Committee. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

However, the disclosure of transactions with related party for the year, as per Accounting Standard-18 Related Party Disclosures is given in Note no 27 to the Balance Sheet as on 31^st March, 2022.

TRANSFER TO RESERVES

The Company transferred a sum of Rs. (10,35,41,038/-) to Retained Earning Reserve during the financial year ended 31^st March, 2023.

CHANGE IN SHARE CAPITAL

The Paid up Share Capital as on 31^st March, 2023 is INR 170,592,500 comprising 17,059,250 Equity Shares of Rs.10/-each. There has been no change in the capital structure of the Company during the year.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the year under review.

DISCLOSURE ON ACCOUNTING TREATMENT

The Company has adopted the Indian Accounting Standards (Ind AS) from Financial Year 2017-18, as mandated. Accordingly, the financial statements for current year, including comparative figures of previous year are based on Ind AS and in accordance with the recognition and measurement principles stated therein, as well as other accounting principles generally accepted in India.

The Company has not used any differential treatment which is not in compliance with accounting standards and the financials of the Company depict a true and fair view of the state of affairs of the Company.

MATERIAL CHANGES AND COMMITMENTS

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

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

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

DETAILS OF DIRECTOR / KEY MANAGERIAL PERSONNEL APPOINTED/ RETIRED DURING THE YEAR

Pursuant to Section 152(6) of the Companies Act, 2013 and as per clause 146 of Article of Association of the Company, the Managing directors of the Company shall be a Director not liable to retire by rotation.

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

The Act mandates that at least two-third of the total number of Directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Shri Vasudeo Bhanwarlal Malu (DIN: 00301313), Non - Executive Director, liable to retire by rotation, retires from the Board this year and, being eligible, has offered himself for re-appointment. The Boards of Directors recommend his reappointment at Item No. 2 of the Notice Calling 30^th Annual General Meeting for consideration of the Shareholders.

The brief resume and other details relating to Shri Vasudeo Bhanwarlal Malu (DIN: 00301313) who is proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, is incorporated in the annexure to the notice calling 30^thAnnual General Meeting.

Except this, there has been no change in the composition of Board of Directors.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are: Mr. Punamchand Malu - Managing Director& CEO, Mr. Banwarilal Malu - Jt. Managing Director, Mr. Prakash Modi-Chief Financial Officer and Mayuri Asawa - Company Secretary.

DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the Listing Regulations, 2015 read with Section 149(6) of the Act along with rules framed there under. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

The maximum tenure of Independent Directors is in compliance with the Companies Act, 2013 (“the Act”) and the Listing Regulations. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the Listing Regulations, 2015 and that they are independent of the management.

The Independent Directors have also confirmed that they have registered themselves in the databank of persons offering to become Independent Directors.

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law.

Based on the intimations/disclosures received from the Directors periodically, none of the Director is a Director in more than 10 public limited companies (as specified in section 165 of the Act) and Director in more than 8 listed entities (as specified in Regulation 17A of the Listing Regulations, 2015) or acts as an Independent Director (including any alternate directorships) in more than 7 listed companies or 3 equity listed companies in case he/she serves as a Whole-time Director/Managing Director in any listed company (as specified in Regulation 17A of the Listing Regulations, 2015).

Further, none of the Directors on the Board is a Member of more than 10 Committees and Chairperson of more than 5 Committees (as specified in Regulation 26 of the Listing Regulations, 2015), across all the Indian public limited companies in which he / she is a Director.

EVALUATION OF INDIVIDUAL DIRECTORS, THE BOARD & ITS COMMITTEES:

Pursuant to the provisions of the Companies Act, 2013, and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015(‘SEBI Listing Regulations’); the Board of Directors have carried out an annual evaluation of its own performance as a whole, the directors individually as well as the evaluation of the working of its Committees.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole was evaluated, taking into account the views of executive directors and non- executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Board of Directors expressed their satisfaction with the evaluation process. PUBLIC DEPOSITS

During the year, the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 (“Act”) and the Companies (Acceptance of Deposits) Rules,2014.

CREDIT RATINGS

During the year under review we have withdrawn credit rating from CRISIL Ratings on the bank facilities of Malu Paper Mills Ltd (MPML).

INTERNAL FINANCIAL CONTROL

The Company has put in place adequate internal financial control procedures commensurate with its size, complexity and nature of business. The Company has identified and documented all key financial controls, which impact the financial statements as part of its Standard Operating Procedures (SOP). The financial controls are tested for operating effectiveness through ongoing monitoring and review process by the management and also independently by the Internal Auditor.

The Internal Auditor of the Company reports functionally to the Audit Committee of Board, which reviews and approves risk based annual internal audit plan. The Audit Committee periodically reviews the performance of internal audit function.

During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has approved and appointed M/s. Samria & Co. Chartered accountants, Chartered Accountants, Nagpur, as the Internal Auditors of the Company, for the FY 2022-23.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, from time to time, during the FY 2022-23, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications, is self-explanatory and do not call for any further explanation/s by the Company.

Further, the Company has appointed M/s. Samria & Co. Chartered accountants as the Internal Auditors of the Company of FY 2023-24.

COST RECORDS & COST AUDIT

The provision of Cost audit as per section 148 applicable on the Company and company has maintained proper records and account of the same as required under the act.

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors had appointed M/s. Khanuja Patra& Associates, Cost Accountants, as Cost Auditors of the Company for conducting the audit of Cost records for the financial year ended on 31^st March 2023. The audit report will be filed within prescribed period.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

CONSTITUTION OF COMMITTEE - SEXUAL HARASSMENT AT WORKPLACE

The Company has constituted committee under the sexual harassment of women at workplace (prevention, prohibition and Redressal) Act, 2013 and company has complied with the provisions of the same.

During the year, no complaint of sexual harassment was received to the company.

CONSOLIDATED FINANCIAL STATEMENTS

Company doesn’t have any subsidiaries so there is no need to prepare consolidated financial statement for the F. Y. 2022-23.

COMPLIANCE WITH SECRETARIAL STANDARD

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard - 1 (‘SS-1’) on Meetings of the Board of Directors and Secretarial Standard - 2 (‘SS-2’) on General Meetings, during the FY 2022-23.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the FY 2022-23 under review, no such event occurred by which Corporate Insolvency Resolution Process can be initiated under the Insolvency and Bankruptcy Code, 2016 (IBC).

As such, no specific details are required to be given or provided.

FAILURE TO IMPLEMENT ANY CORPORATE ACTION

During the FY 2022-23 under review, there is no occasion wherein the Company failed to implement any Corporate Action. As such, no specific details are required to be given or provided.

DIRECTORS RESPONSBILITY STATEMENT FORMING PART OF BOARD’S REPORT

As required under Section 134(5) of the Companies Act, 2013, the Director''s confirm that:

1 In the preparation of the annual accounts, the applicable accounting standards have been followed.

2 The Directors had selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as on 31^st March 2023 and of the profit of the company for that period.

3 The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4 The annual accounts for the year ended March 31, 2023 have been prepared on a going concern basis.

5 The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6 The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and these were adequate and operating effectively.

LISTING OF SHARES

Equity Shares of Company are listed on The Bombay Stock Exchange, Mumbai (BSE) and The National Stock Exchange (NSE). The Company has duly paid listing fees to stock exchanges.

DIRECTORS’ APPOINTMENT AND REMUNERATION POLICY:

The Company’s policy on directors’ 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 detailed policy is available on http: / /www.malupaper.com/investors/

RISK MANAGEMENTPOLICY

Risks are inherent to our business as our operating environment is complex, highly regulated, and dynamic. To attain our strategic growth objectives, protect the interests of all our stakeholders and meeting legal requirements we have an established process of identifying, analysing, and responding appropriately to all business risks. We have a well-embedded Risk Management Framework to ensure that we are well-placed to manage any adverse effect posed by financial, operational, strategic or regulatory related risks. Our framework adopts appropriate risk mitigation measures for identified risks across functions. The process ensures that new risks, which might arise, or the impact of existing risks which might have increased, are identified and a strategy is put in place for mitigating such risks. The major risks identified by the management are Raw Material Risk, Quality Risk, Technological Risk, Competition Risk, Cost Risk, Financial Risk, and Legal/Regulatory Risk along with economic and political risks.

A review of the risk management policy is carried out annually by the Audit Committee and the Board of Directors.

AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 177 of the Companies Act, 2013, the Audit committee constituted to review compliances with internal control systems and other various functions of the Company. FCA Shrutika Inani, Independent Director was the Chairman of the Audit Committee.

CORPORATE GOVERNANCE

In terms of the Listing Regulations, a report on Corporate Governance along with Auditors’ Report on its compliance is annexed, forming part of the Annual Report.

Further all the Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the financial year 2022-23. A declaration to this effect signed by the Managing Director& CEO of the Company also forms part of this Annual Report.

Additionally, CEO/CFO Certification as required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

A Certificate from Practicing Chartered accountant regarding the compliance with the conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of the SEBI Listing Regulations is annexed to this Report.

In line with the requirements of Companies Act, 2013, your Company has constituted the Board Committees and has in place all the statutory Committees required under the law. Details of Board Committees along with their terms of reference, composition and meetings of the Board and Board Committees held during the year, are provided in the Corporate Governance Report.

SUSPENSION OF TRADING

The equity shares of the Company have been listed and actively traded on Main Board of Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE).

There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2022-23.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report in accordance with Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) forms part of this Annual Report as Annexure A.

SECRETARIAL AUDIT REPORT

CS. Yugandhara Kothalkar, Company Secretary has been appointed to conduct the Secretarial Audit of the Company as required under the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (LODR) Regulations, 2015 and also to provide the Secretarial Compliance

Report for the financial year 2022-23. Copy of the Secretarial Audit Report in Form MR-3 is given as an Annexure B to this Board’s Report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under the Companies Act, 2013, read with the Companies (Accounts) Rules 2014 is given as per Annexure C and forms part of the Board’s Report.

As regards disclosure of particulars relating to conservation of energy, great emphasis has been given for reduction of energy consumption to reduce cost per unit of goods. Details are attached herewith as per Annexure C.

The Company imports some portion of its raw material requirement. The foreign exchange earnings and outgo are as mentioned in the reports of the auditor of the Company. Details are attached herewith as per Annexure C

CORPORATE SOCIAL RESPONSIBILITY

The CSR Committee reviews and monitors the CSR projects and expenditure undertaken by the Company on a regular basis and apprises the Board of the same. The 2% of the average net profits during the three preceding financial years was nil and thus there was no CSR expenditure during the year. Details are attached herewith as per Annexure D

As per the provisions of the Section 135 of the Companies Act, 2013, our company is out of the purview of the CSR provisions and hence the company had dissolved CSR Committee w.e.f 11 /02/2023.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per the provisions of Section 177(10) of the Companies Act 2013 and Regulation 22 of the Listing Regulations, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The practice of the Whistleblower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee. The same has been uploaded on company’s website at http: / /www.malupaper.com/investors/

Web Address of the Annual Return

Pursuant to the provisions of Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, a copy of the Annual Return of the Company is available at the Company’s website http: / /www.malupaper.com/investors/

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

(a) The outstanding shares in the suspense account held with Sharekhan Limited lying at the beginning of the year is 3,019 shares;

(b) none of shareholders approached listed entity for transfer of shares from suspense account during the year;

(c) no shares were transferred from suspense account during the year;

(d) the outstanding shares in the suspense account held with Share khan Limited lying at the end of the year is 3,019 shares;

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OFEMPLOYEES:

None of the employee, including Key Managerial Personnel, was drawing in excess of the limits prescribed by Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees Rules, 1975, which needs to be disclosed in the Board’s report.

The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year-

S.No	Name of the Director	Remuneration	Median Remuneration	Ratio (Remuneration of Director to Median Remuneration) times
		Per Annum	Per Annum
		(INR)	(INR)
Executive Directors
1	Mr. Punamchand Malu	24,00,000	2,33,258	10.29
2	Mr. BanwarilalMalu	24,00,000	2,33,258	10.29
Non Executive Directors/Independent Directors
3	Mr. Purushottam Malu	NIL	-	-
4	Mr. Vasudeo Malu	NIL	-	-
5	Mr. Chandrakant Thakar	NIL	-	-
6	FCA. Shrutika Inani	NIL	-	-
7	Mr. Satyanarayan Rathi	NIL	-	-
8	Mr. Sahil Agrawal	NIL	-	-
Key Managerial Person
9	Mr. Prakash Modi, CFO	10,51,200	N.A	N.A
10	CS. MayuriAsawa	3,30,000	N.A	N.A

a) There is no increase in the remuneration of Executive directors & Chief Financial Officer in the financial year.

b) There is 35% increase in the remuneration of Company Secretary during the financial year.

c) The percentage increase in the median remuneration of employees in the financial year: 14.23%

d) The number of permanent employees on the rolls of Company: 224

Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to Bankers, Customers, and Business Associates for the co-operation and support and to the Shareholders, dealers and suppliers, staff and workers for their contribution to the company’s growth.

Date: 09/08/2023 By Order of Board of Directors

Place: Nagpur

Punamchand Malu Banwarilal Malu

Managing Director & CEO Jt. Managing Director

(DIN: 00301030) (DIN: 00301297)

---

Mar 31, 2018

The Directors have pleasure in presenting the 25 th Annual Report for the year ended 31st March 2018 along with the Audited Statement of Accounts with the Report of the Auditors thereon:

FINANCIAL RESULTS

(Rs. In Lakhs)

	FY 2017-2018	FY 2016-2017*
Sales & Other Incomes	283,22.31	251,81.42
Profit Before Interest & Depreciation	19,05.72	23,48.54
Less: Financial Charges	12,00.49	14,50.17
Profit Before Depreciation	7,05.22	8,98.37
Less: Depreciation	4,80.35	4,79.91
Less: Provision For Tax	78.90	1,29.47
Profit/ (Loss) After Tax	1,45.97	2,88.99

* Previous year figures have been regrouped in accordance with Indian Accounting Standard (Ind-AS).

REVIEW OF OPERATIONS

Your company has posted another year of profitable results considering the challenges faced by it in the last financial year. For the year under review the Company recorded total income of Rs.283,22.31 Lakhs and booked profit before tax of Rs. 224.88 Lakhs.During the year the slow pace of demand continued and towards the end of the financial year the demand had started to improve as forecasted earlier.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute CSR Committee as per the provisions of Section 135 (1) of the Companies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. However, your company has always discharged its social responsibility as a part of its corporate governance philosophy. The company has lend helping hand by taking up health check up camps, drinking water supply, tree plantations in the plant premises and in the vicinity of its plant.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year under review.

DETAILS OF DIRECTOR / KEY MANAGERIAL PERSONNEL APPOINTED/ RETIRED DURING THE YEAR

Shri Damodarlal Malu (DIN 00301120) and Shri Vasudeo Malu (DIN 00301313), Directors retire by rotation at the ensuing annual general meeting and being eligible offers themselves for re-appointment.

DECLARATION BY DIRECTORS

The Company has received declaration from all the Independent Directors under section 149(7) of the Companies Act, 2013 in respect of meeting the criteria of independence provided under section 149(6) of the said Act.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Director’s confirm that:

1 In the preparation of the annual accounts, the applicable accounting standards have been followed.

2 The Directors had selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as on 31st March 2018 and of the profit of the company for that period.

3 The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4 The annual accounts have been prepared on a going concern basis.

5 The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6 The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and these were adequate and operating effectively.

LISTING OF SHARES

Equity Shares of Company are listed on The Stock Exchange, Mumbai (BSE) and The National Stock Exchange (NSE). The Company has duly paid listing fees to stock exchanges.

DIRECTORS’ REMUNERATION

Remuneration Policy

1) Remuneration to Managing/Whole- time / Executive /Managing Director, KMP and senior Management Personnel:

a) The Remuneration / Commission etc. to be Paid to Managing Director/ Joint Managing Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director.

2) Remuneration to Non- Executive / Independent Director:

a) The Non- Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under section 197(5) of the companies Act, 2013) shall be subject to ceiling / limits as proved under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or Shareholders, as the case may be.

c) An Independent Director shall not be eligible to get stock options and also shall not be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purpose of clause (b) above if the following conditions are satisfied:

i) The Services are rendered by such Director in his capacity as the professional; and

ii) In the opinion of the committee, the director possesses the requisite qualification for the practice of that profession.

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and senior Management shall consist of fixed pay and may include incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with Company’s policy.

b) The Fixed pay shall include monthly remuneration, employer’s contribution to Provident Fund, contribution too pension fund, pension schemes, etc. as decided from to time.

c) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

PARTICULARS OF EMPLOYEES

None of the employee, including Key Managerial Personnel, was drawing in excess of the limits prescribed by Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees Rules, 1975, which needs to be disclosed in the director’s report.

RISK MANAGEMENT

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism etc. and other risks which considered necessary by the management. The management has taken adequate steps to protect its assets and safeguard the interest of the company.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors met Six (06) times during the year and the details thereof were mentioned in the Report of Corporate Governance forming part of this Annual Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN OR SECURITY PROVIDED

The loans given, investments made or guarantee given or security provided by the Company are same as mentioned in notes to the Financial Statements.

RELATED PARTY DISCLOSURES

The details of related party disclosures and transactions are given in Notes 27 of financial statements. All contracts/ arrangements/ transactions entered by the company during the financial year with related parties were in the ordinary course of business and on arm’s length basis and are approved by in the Board Meeting held on 22/05/2017.

AUDIT COMMITTEE

As per the provisions of the Listing Regulations and pursuant to Section 177 of the Companies Act, 2013, the Audit committee constituted to review compliances with internal control systems and other various functions of the Company. FCA Shrutika Inani, Independent Director was the Chairman of the Audit Committee.

AUDITORS REPORT

The notes to the accounts to the comments made by the Auditors in their Report are self -explanatory. The Auditors’ report does not contain any qualification, reservation or adverse remark.

The Auditors of the Company have not reported any fraud as specified under the section 143(12) of the Companies Act, 2013.

AUDITORS

M/s. R. A Kuvadia & Co., Chartered Accountants, Mumbai, the Auditors of the company, will retire at ensuing Annual General Meeting and being eligible, offer themselves for reappointment. In terms of provisions of section 139 of the Companies Act, 2013 M/s. R. A Kuvadia & Co., Chartered Accountants have furnished a certificate that their appointment, if made, will be within the limits prescribed under the said section of the Act. As required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

CORPORATE GOVERNANCE

Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 a report on Corporate Governance is made a part of the Annual Report.

COST AUDITOR’S

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors had appointed M/s. Khanuja Patra & Associates, Cost Accountants, as Cost Auditors of the Company for conducting the audit of Cost records for the financial year ended on 31st March 2018. The audit is in process and report will be filed within prescribed period.

BOARD EVALUATION

Criteria for performance evaluation of its Directors as required by the Listing Agreement and SEBI (Listing Obligations of Disclosure Requirements) Regulations, 2015 are attending Board/committee meetings; going through the agenda papers and providing inputs in the meeting of Board/committees; guidance to the company from time to time on the various issues; discharge of duties as per the Companies Act, 2013 and compliance to the other requirements of the said Act.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per the provisions of Section 177(9) of the Companies Act 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The same has been uploaded on company’s website at www.malupaper.com

FAMILIARIZATION POLICY

Pursuant to Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has framed a policy to familiarize the Independent Directors about the Company. The Policy is available on the website of the company.

SECRETARIAL AUDIT

The Secretarial Audit issued by Practicing Company Secretary is being attached with the Directors report as Annexure A which is self explanatory.

ABSTRACT OF THE ANNUAL RETURN

The Abstract of the Annual Return for the year 31st March 2018 being attached with the Directors Report as Annexure B.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under the Companies Act, 2013, read with the Companies (Accounts) Rules 2014 is given as per ‘Annexure C’ and forms part of the Directors’ Report.

As regards disclosure of particulars relating to conservation of energy, great emphasis has been given for reduction of energy consumption to reduce cost per unit of goods. Details are attached herewith as per ‘Annexure C’.

The Company imports some portion of its raw material requirement. The foreign exchange earnings and outgo are as mentioned in the reports of the auditor of the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to Bankers, Customers, Business Associates for the co-operation and support and to the Shareholders, dealers and suppliers, staff and workers for their contribution to the company’s growth.

Place: Nagpur By Order of Board of Directors

Date: 09/08/2018

Punamchand Malu Banwarilal Malu

Managing Director Jt. Managing Director

(DIN:00301030) (DIN:00301297)

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Mar 31, 2016

The Directors have pleasure in presenting the 23^rd Annual Report for the year ended 31st March 2016 along with the Audited Statement of Accounts with the Report of the Auditors thereon:

FINANCIAL RESULTS:

(Rs. In Lacs)

	2015-2016	2014-2015
Sales & Other Incomes	23001.31	23109.22
Profit Before Interest & Depreciation	2317.26	2292.23
Less: Financial Charges	1563.01	1557.52
Profit Before Depreciation	754.25	734.71
Less: Depreciation	470.53	461.40
Less: Provisional For Tax	88.40	86.03
Profit/(Loss) After Tax	195.32	187.28

REVIEW OF OPERATIONS

During the year under review the performance of the company is quite satisfactory. The has achieved the Net Sales of Rs.22775.78 Lacs and booked the net profit revenue of Rs.195 Lacs.

MANAGEMENT REVIEW: 2015-16 INDIAN PAPER INDUSTRY SCENARIO

The Indian paper & paper board industry is estimated to have grown at a CAGR of 7% during last 5 years to approx Rs 147 lakh tons. The segment wise break up and usage of paper & paper products in India is Writing & Printing Paper 31%, Packaging and Paperboard around 49%, Newsprint 18% and Speciality and other paper only 2%.

The Indian paper industry continues to remain fragmented in nature. The average price utilization across all the sectors continued to improve in the last five years. The industry is expecting demand revival for writing and printing paper and paperboard segment in the coming years due to continued focus of the government on education, increased penetration of organized retail in rural sectors, urbanization and higher growth in the processed food industries, FMCG, Pharmaceutical industry and other related industries.

Newsprint demand is expected to grow at a healthy pace over the next couple of years, driven by demand for vernacular newspapers, increasing literacy in the rural areas and with the increasing government spending on infrastructure the tender advertisement is set to increase in the print media leading to rise in the number of pages per newspaper. The per capita consumption of paper in India is a mere 12 kg in comparison to world average of 57 kg. The growth of paper industry is directly correlated to the growth in the economy, with the Indian economy expected to grow at a healthy pace, the paper industry will perform better in the coming years.

FUTURE OUTLOOK

The passing of GST amendment legislation in the parliament and its implementation in the next financial year is anticipated to have a positive effect on the GDP of the nation; GST is also poised to remove the trade barriers caused by individual state taxation. The growth prospects of paper & paper board industry are closely aligned with that of the economy in general and the growth in paper industry has historically followed the national GDP growth rate. The company is located centrally and equidistant from major markets. Therefore, the implementation of the GST act may open new frontiers and possibilities for the company.

In keeping with the industry growth trends and share of segments in the paper and paper products industry, the company has focused on increasing the production of packaging and paper board segment. The company has been adopting its product portfolio to compete in emerging market conditions. The packaging paper is the largest segment of the Indian paper and paper products industry and is likely to grow at a CAGR of about 9%, the highest among all the segments. The company is focusing on the production capacity of its Kraft division by smoothening the production process with minimum capex and correspondingly shown the revenue growth in this segment during the past financial year.

The increased focus on education by the government and increase in the general level of literacy and continued demand from print media will further add to the growth prospects of the Newsprint Division. . The Newsprint segment of industry is expected to grow at a CAGR of 5% in the coming years. The company continues to focus on the long term and it continues its drive for sustainable growth.

In the past years industry witnessed overall declining trend in capacity utilization. Many small manufacturing units who were unable to compete have either completely or partially stopped running their capacities. There has been very few new capacity addition in the Newsprint and writing and printing paper segments, only packaging paper and board segment has seen some new capacity addition. But the new capacity addition has also been set off by closure of small manufacturing units. The capacity utilization of the industry is expected to rise in next couple of years with lower capacity addition and increase in demand. The company has withstood the turbulent years and we hope to consolidate our position in the coming years.

INTERNAL CONTROL SYSTEM:

Your Company has adequate internal control procedures commensurate with the size and nature of business. There is a periodical review mechanism for ensuring the sustenance and up gradation of these systems.

THREATS, RISKS AND CONCERNS:

- Availability of raw materials.

- Cyclical nature of the paper industry.

- The import duty structure of Newsprint.

- The increased focus of the Government on environment protection.

OPPORTUNITIES & STRENGTHS:

- Increasing trend in use of environment friendly packaging of all type of goods.

- Increasing trend in organized retail and e-commerce sales casting positive impact on the packaging industry.

- Increasing awareness and education in the rural economy, higher literacy at national level will lead to higher circulation of newspapers.

- The environment protection measures taken by Govt. and promotion of bio degradable packaging is leading to newer avenues for paper packaging, earlier catered to by other industries.

- Decisive Central Government is working on ease of doing business, spending on education and general infrastructure with special focus on Education and healthcare. The growing Indian economy will create more demand for paper.

- Government initiative to make available cheap and reliable electricity, Lower cost of fuel in the world economy with advent of newer source such as shale gas and emphasis on solar power will support the power intensive paper industry.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute CSR Committee as per the provisions of Section 135 (1) of the Companies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. However, Your company has always discharged its social responsibility as a part of its corporate governance philosophy. The company has lend helping hand by taking up health check up camps, drinking water supply, tree plantations in the factory premises and in the vicinity of factory.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year under review.

DETAILS OF DIRECTOR / KEY MANAGERIAL PERSONNEL APPOINTED/ RETIRED DURING THE YEAR

Shri Damodarlal Malu (DIN 00301120) and Shri Vasideo Malu ( DIN 00301313), Directors retire by rotation at the ensuing annual general meeting and being eligible offers themselves for re-appointment.

DECLARATION BY DIRECTORS

The Company has received declaration from all the Independent Directors under section 149(7) of the Companies Act, 2013 in respect of meeting the criteria of independence provided under section 149(6) of the said Act.

DIRECTORS RESPONSBILITY STATEMENT FORMING PART OF DIRECTORS REPORT:

As required under Section 134(5) of the Companies Act, 2013, the Director''s confirm that:

1 In the preparation of the annual accounts, the applicable accounting standards have been followed.

2 The Directors had selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as on 31st March 2016 and of the profit of the company for that period.

3 The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4 The annual accounts have been prepared on a going concern basis.

5 The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6 The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and these were adequate and operating effectively.

LISTING OF SHARES

Equity Shares of Company are listed on The Stock Exchange, Mumbai (BSE) and The National Stock Exchange (NSE). The Company has duly paid listing fees to stock exchanges.

DIRECTORS’ REMUNERATION Remuneration Policy 1. Remuneration to Managing/Whole- time / Executive /Managing Director, KMP and senior Management Personnel:

a. The Remuneration / Commission etc. to be Paid to Managing Director/ Joint Managing Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

b. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director.

2. Remuneration to Non- Executive / Independent Director:

a. The Non- Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

b. All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under section 197(5) of the companies Act, 2013) shall be subject to ceiling / limits as proved under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or Shareholders, as the case may be.

c. An Independent Director shall not be eligible to get stock options and also shall not be eligible to participate in any share based payment schemes of the Company.

d. Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purpose of clause (b) above if the following conditions are satisfied:

i. The Services are rendered by such Director in his capacity as the professional; and

ii. In the opinion of the committee, the director possesses the requisite qualification for the practice of that profession.

3. Remuneration to Key Managerial Personnel and Senior Management :

a. The remuneration to Key Managerial Personnel and senior Management shall consist of fixed pay and may include incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with Company’s policy.

b. The Fixed pay shall include monthly remuneration, employer’s contribution to Provident Fund, contribution too pension fund, pension schemes, etc. as decided from to time.

c. The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

PARTICULARS OF EMPLOYEES

None of the employee, including Key Managerial Personnel, was drawing in excess of the limits prescribed by Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees Rules, 1975, which needs to be disclosed in the directors report.

RISK MANAGEMENT:

The Board has constituted Risk Management Committee to frame, implement and monitor risk management plan and ensuring its effectiveness. The Company has taken Insurance Policy to insure its fixed assets and inputs which cover known and unknown risk.

NUMBER OF BOARD MEETINGS HELD:

The number of meetings of the Board and details thereof are mentioned in the Report of Corporate Governance forming part of this Annual Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN OR SERUCIRTY PROVIDED

The loans given, investments made or guarantee given or security provided by the Company are same as mentioned in notes to the Financial Statements.

RELATED PARTY DISCLOSURES:

The details of related party disclosures and transactions as prescribed in Form AOC-2 are given in Note no.25 to the financial statements. All contracts/ arrangements/ transactions entered by the company during the financial year with related parties were in the ordinary course of business and on arm’s length basis and belong to FY2015-16 period and are approved by in the Board Meeting held on 28/04/2015.

AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 177 of the Companies Act, 2013, the Audit committee constituted to review compliances with internal control systems and other various functions of the Company. Smt. CA Shrutika Inani, Independent Director was the Chairman of the Audit Committee.

AUDITORS REPORT

The notes to the accounts to the comments made by the Auditors in their Report are self -explanatory. The Auditors’ report does not contain any qualification, reservation or adverse remark.

The Auditors of the Company have not reported any fraud as specified under the section 143(12) of the Companies Act, 2013.

AUDITORS

M/S Demble Ramani & Co., Chartered Accountants, the Auditors of the company, will retire at ensuing Annual General Meeting and being eligible, offer themselves for reappointment. They have given information to the effect that their appointment, if made, will be within the limits prescribed under section 141 (3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

CORPORATE GOVERNANCE

Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosre Requirments) Regulation, 2015 a report on Corporate Governance is made a part of the Annual Report.

COST AUDITOR''S

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors had appointed M/s. Khanuja Patra & Associates, Cost Accountants, as Cost Auditors of the Company for conducting the audit of Cost records for the financial year ended on 31^st March 2016. The audit is in process and report will be filed within prescribed period.

BOARD EVALUATION

Criteria for performance evaluation of its Directors as required by the Listing Agreement and SEBI(Listing Obligations of Disclosure Requirements) Regulations, 2015 are attending Board/committee meetings; going through the agenda papers and providing inputs in the meeting of Board/committees; guidance to the company from time to time on the various issues; discharge of duties as per the Companies Act, 2013 and compliance to the other requirements of the said Act.

VIGIL MECHANISM

As per the provisions of Section 177(9) of the Companies Act 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The same has been uploaded on company’s website at www.malupaper.com .

SECRETARIAL AUDIT

The Secretarial Audit issued by Practicing Company Secretary is being attached with the Directors report as Annexure A which is self explanatory.

ABSTRACT OF THE ANNUAL RETURN

The Abstract of the Annual Return for the year31st March 2016 being attached with the Directors Report as Annexure B.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under the Companies Act, 2013, read with the Companies (Accounts) Rules 2014 is given as per ''Annexure D'' and forms part of the Directors'' Report.

As regards disclosure of particulars relating to conservation of energy, great emphasis has been given for reduction of energy consumption to reduce cost per unit of goods. Details are attached herewith as per Annexure C.

The Company imports some portion of its raw material requirement. The foreign exchange earnings and outgo are as mentioned in the reports of the auditor of the Company.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to Bankers, Customers, Business Associates for the co-operation and support and to the Shareholders, dealers and suppliers, staff and workers for their contribution to the company’s growth.

Place: Nagpur By Order Of Board Of Directors

Date: 13/08/2016 Sd/ Sd/

Punamchand Malu Banwarilal Malu

Managing Director Jt. Managing Director

(DIN:00301030) (DIN:00301297)

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Mar 31, 2015

The Directors have pleasure in presenting the 22ND Annual Report for the year ended 31st March 2015 along with the Audited Statement of Accounts with the Report of the Auditors thereon:

FINANCIAL RESULTS:

(Rs. In Lacs)

2014-2015 2013-2014

Sales & Other Incomes 23109.22 21961.48

Profit Before Interest & Depreciation 2292.23 2369.75

Less: Financial Charges 1557.52 1542.50

Profit Before Depreciation 734.71 827.25

Less: Depreciation 461.40 625.80

Less: Provisional For Tax 86.03 61.61

Profit/(Loss) After Tax 187.28 139.84

REVIEW OF OPERATIONS

Your company has improved upon the performance. For the year under review the Company recorded total income of Rs.23109.22 Lacs while the profit before taxes was Rs.273.30 Lacs.

MANAGEMENT REVIEW: 2015-16

INDIAN PAPER INDUSTRY SCENARIO

The paper industry's market size (including newsprint) was around Rs 538 billion in 2012- 13, having grown at nearly 12 per cent CAGR over the last 5 years. Paperboard accounted for around 49 per cent of the market size, followed by Writing & Printing paper which accounted for almost 31 per cent. Newsprint accounted for 16 percent and specialty paper accounted for 3 per cent.

Demand for writing and printing paper and paperboard is expected to improve over the next 5 years, boosted by the government's thrust on education, rise in organized retail, urbanization and growth in the economy. Newsprint demand is expected to grow at a healthy pace over the next 5 years, driven by demand for vernacular newspapers and a rise in the number of pages per newspaper. Therefore, with the expected increase in literacy rate and growth of the economy the per capita consumption of paper is expected to increase going forward.

FUTURE OUTLOOK

The Indian paper industry is moving up with strong demand and is expected to follow the GDP growth rate.

The company is focused on the long term and it continues its drive for sustainable growth. We are adopting to successfully compete in emerging market conditions. The company is gradually increasing share of packaging paper in its product portfolio. The packaging paper is likely to witness higher growth due to focus of the government on "Make in India", growth of organized retail and E-commerce. With these factors, your company is anticipating strong revenue growth in the current financial year, which is backed by improving margins. The increased focus on education by the government, an increase in the general level of literacy and continued demand from user industries will further add to the growth prospects of the Company.

The global demand for paper is expected to The pace of decline of demand for W&P paper and newsprint in US and Europe will decrease. In the international market, Paper board demand will slow down sligh in the next couple of years due to sluggish demand and slowdown in China In 2015-16 the domestic demand growth is expected to improve on account of economic recovery sharp fall in global waste paper price will put pressure on domestic water paper prices in 2015-16 Therefore, margin of W&P and paper players are expect to expand.

INTERNAL CONTROL SYSTEM:

Your Company has adequate internal control procedures commensurate with the size and nature of business. There is a periodical review mechanism for ensuring the sustenance and up gradation of these systems.

THREATS, RISKS AND CONCERNS:

- Increasing cost of raw materials.

- Paper Industry being an asset heavy industry, asset turnover ratio is low.

- The fore movements have an impact on the Newsprint industry.

- The Industry will be impacted by any economic downturn.

OPPORTUNITIES & STRENGTHS:

- Increasing trend in packaging of all type goods in corrugated boxes to lead to higher

- Increasing pack commerce purchase will have positive impact on the packaging

- Higher literacy at rural level will lead to high deliver to the customers. readership of newspapers and increasing higher prevalence of using packed products.

- The environment is becoming a key focus area in business today and accordingly the packing is also changing to recyclable paper provide an opportunity to paper manufacturers.

- A stable and decisive Central Government has started huge government spending in infrastructure and focused on Make in India campaign. The growing Indian economy will create more demand for paper.

- Self reliance for its power irementfarpe and lower costs of the fuel.

CORPORATE SOCIAL RESPONSIBILITY

The company is not required to constitute CSR Committee as per the provisions of Section 135 (1) of the companies.

Policy) Rules he Companies

as a part of its corporate governance philosophy. The company has lend helping hand by taking up health check up camps, drinking water supply, tree plantations in the factory premises and in the vicinity of factory.

The Comp DEPOBA ITS not accepted any deposits from public during the year under review.

DETAILS OF DIRECTOR / KEY MANAGERIAL PERSONNEL APPOINTED/ RETIRED DURING THE YEAR

pShri Chandrakant Thakkar (DIN 00784189); Shri Satyanarayan Rathi(DIN 01797378); Shri Shyam sunder Sarda (DIN 02399265) and Smt. Shrutika Inani (DIN 06937649) have been appointed as Independent Directors of the Company for a period of five years commencing from date of last AGM i.e. 25/09/2014 up to 25/09/2019.

Shri Damodarlal Malu (DIN 00301120) and Shri Vasideo Malu ( DIN 00301313), Directors retire by rotation at the ensuing annual general meeting and being eligible offers themselves for re-appointment.

The Board on recommendation of Nomination and Remuneration Committee re-appointed Shri Punamchand Malu (DIN 00301030), as Managing Director and Shri Banwarilal Malu (DIN 00301297) as Joint Managing Director of the Company, subject to approval of share holders at the ensuing annual general meeting.

INDEPENDENT DIRECTORS

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement.

TRAINING OF INDEPENDENT DIRECTORS

Whenever new non-executive and Independent Directors are inducted in the Board, they are introduced to Company culture through appropriate orientation. They are also provided with Company brochures, annual reports etc.

DIRECTORS RESPONSBILITY STATEMENT FORMING PART OF DIRECTORS REPORT:

As required under Section 134(5) of the Companies Act, 2013, the Director's confirm that:

Rs,

1 In the preparation of the annual accounts, the applicable accounting standards have been followed.

2 The Directors had selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as on 31st March 2015 and of the profit of the company for that period.

3 The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4 The annual accounts have been prepared on a going concern basis.

5 The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6 The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and these were adequate and operating effectively.

1. Remuneration to Managing/Whole- time / Executive /Managing Director, KMP and senior Management Personnel:

a. The Remuneration / Commission etc. to be Paid to Managing Director/ Joint Managing Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

b. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director.

2. Remuneration to Non- Executive / Independent Director:

a. The Non- Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

b. All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under section 197(5) of the companies Act, 2013 shall be subject to ceiling / limits as proved under Companies Act, 2013 and rules Made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or Shareholders, as the case may be.

c. An Independent Director shall not eligible to get stock options and also shall not be eligible to participate in any share based payment schemes of the Company.

d. Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purpose of clause (b) above if the following conditions are satisfied:

i. The Services are rendered by such Director in his capacity as the professional; and ii. In the opinion of the committee, the director possesses the requisite qualification for the practice of that profession.

3. Remuneration to Key Managerial Personnel and Senior Management :

a. The remuneration to Key Managerial Personnel and senior Management shall consist of fixed pay and may include incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with Company's policy.

b. The Fixed pay shall include monthly remuneration, employer's contribution to Provident Fund, contribution too pension fund, pension schemes, etc. as decided from to time.

c. The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

PARTICULARS OF EMPLOYEES

None of the employee, including Key Managerial Personnel, was drawing in excess of the limits prescribed by Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees Rules, 1975, which needs to be disclosed in the directors report.

NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met 4 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are 28/05/2014; 09/08/2014; 14/11/2014 and 14/02/2015.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN OR SERUCIRTY PROVIDED

The loans given, investments made or guarantee given or security provided by the Company are same as mentioned in notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES All contracts/ arrangements/ transactions entered by the company during the financial year with related parties were in the ordinary course of business and on arm's length basis. The details are at Annexure A

There were no material transactions with the related parties during the year. Your Directors draw attention of members to Note 25 to the financial statement which sets out related party disclosures.

AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 177 of the Companies Act, 2013, the Audit committee constituted to review compliances with internal control systems and other various functions of the Company. Smt. CA Shrutika Inani, Independent Director was the Chairman of the Audit Committee.

AUDITORS REPORT

The notes to the accounts to the comments made by the Auditors in their Report are self - explanatory. The Auditors' report does not contain any qualification, reservation or adverse remark.

The Auditors of the Company have not reported any fraud as specified under the section 143(12) of the Companies Act, 2013.

AUDITORS

M/S Demble Ramani & Co., Chartered Accountants, the Auditors of the company, will retire at ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. They have given information to the effect that their appointment, if made, will be within the limits prescribed under section 141 (3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

COST AUDITOR'S

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors had appointed M/s. Khanuja Patra & Associates, Cost Accountants, as Cost Auditors of the Company for conducting the audit of Cost records for the financial year ended on 31st March 2015. The audit is in process and report will be filed within prescribed period.

VIGIL MECHANISM

As per the provisions of Section 177(9) of the Companies Act 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The same has been uploaded on company's website at www.malupaper.com .

SECRETARIAL AUDIT

The Secretarial Auditors issued by Practicing Company Secretary is being attached with the Directors report as Annexure B which is self explanatory.

ABSTRACT OF THE ANNUAL RETURN

The Abstract of the Annual Return for the year31st March 2015 being attached with the Directors Report as Annexure C.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under the Companies Act, 2013, read with the Companies (Accounts) Rules 2014 is given as per 'Annexure D' and forms part of the Directors' Report.

As regards disclosure of particulars relating to conservation of energy, great emphasis has been given for reduction of energy consumption to reduce cost per unit of goods. Details are attached herewith as per Annexure D.

The Company imports some portion of its raw material requirement. The foreign exchange earnings and outgo are as mentioned in the reports of the auditor of the Company.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to Bankers, Customers, Business Associates for the co-operation and support and to the Shareholders, dealers and suppliers, staff and workers for their contribution to the company's growth.

Place: Nagpur By Order Of Board Of Directors

Date: 31/08/2015

Sd/ Sd/

Punamchand Malu Banwarilal Malu

Managing Director Jt. Managing Director (DIN:00301030) (DIN:00301297)

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report for the year ended 31st March 2014 along with the Audited Statement of Accounts with the Report of the Auditors thereon:

FINANCIAL RESULTS:

(Rs. In Lacs) 2013-2014 2012-2013

Sales & Other Incomes 21961.48 18021.19

Profit Before Interest & Depreciation 2369.75 361.12

Less: Financial Charges 1542.50 1539.13

Profit Before Depreciation 827.25 (1178.01)

Less: Depreciation 625.80 617.76

Less: Provisional For Tax 61.61 (553.69)

Profit/(Loss) After Tax 139.84 (1242.08)

REVIEW OF OPERATIONS

Your Company has posted impressive results when viewed in the light of the challenging business environment. For the year under review the Company recorded total income of Rs.21,961.48 Lacs while the profit before taxes was Rs.201.45 Lacs.

MANAGEMENT REVIEW: 2013-14

INDIAN PAPER INDUSTRY SCENARIO

The Indian paper industry is the 15th largest in the world and contributes Rs 25 bn (approx) to the government. The industry has recorded a volume growth of CAGR of 5.5% over the last 3 years. The industry has a 1:1 correlation with the economy. With the expected GDP growth of 7-8%, the paper sector is also expected to record a similar growth rate. India''s per capita consumption of paper is at 6 kgs compared to the global level of 52 kgs. However, with the expected increase in literacy rate and growth of the economy the per capita consumption of paper is expected to increase going forward.

FUTURE OUTLOOK

The Indian paper industry is moving up with strong demand and is expected to touch by 8.5% GDP in the coming years.

Going forward, the Company continues its drive for sustainable growth. We are focused on the long term and expect that the current downturn will result in consolidation opportunities. We are adopting to successfully compete in difficult market conditions.

With the rapid rise in demand for newsprint from the print media and for packing containers from the FMCG industry, your company is anticipating strong revenue growth in the current financial year, which is backed by improving margins. The increased focus

on education by the government, an increase in the general level of literacy and continued demand from user industries will further add to the growth prospects of the Company.

The total market size of paperboard was estimated to be about Rs 217 Billion. Of the total paper board demand, Kraft paper which is used for tertiary packaging, accounted for about 59 percent. Demand for paper board has increased at a CAGR of 6.5%. Demand for Kraft paper depends on the growth in Industrial production coupled with macro economic factors like GDP growth, disposable income etc. given the high linkage of spending on consumer durables, FMCG goods etc with these variables.

The Newsprint segment is expected to grow by 8-8.5% CAGR over the next 5 years driven by higher literacy levels and due to increase in circulation and increase in number of pages per newspaper. The paper board segment is expected to grow at 5.7-6% CAGR. This demand will be driven by growth in industrial production and 8-9% CAGR increase in demand for consumer goods. Your company will endeavor to revitalize in the near future and are preparing for growth.

INTERNAL CONTROL SYSTEM:

Your Company has adequate internal control procedures commensurate with the size and nature of business. There is a periodical review mechanism for ensuring the sustenance and upgradation of these systems.

THREATS, RISKS AND CONCERNS:

- rising cost of raw materials.

- Low asset turnover ratio becomes burdensome in times of slow growth.

- The dollar-rupee movement has been a discouraging factor.

- The economic downturn will have negative effect on demand as well as profitability of paper industry.

OPPORTUNITIES & STRENGTHS:

- Increasing literacy level will lead to higher demand of circulation / readership of newspapers and increasing higher prevalence of using packed products.

- The environment is becoming a key focus area in business today and we are proud to do our bit in saving environment from crisis by recycling the waste paper.

- Steady growth in the number of local dailies thereby increases demand for newsprint.

- The growing Indian economy will create more demand for paper. A stable and decisive Central Government will reignite growth inturn resulting in higher demand for paper.

- Self reliance for its power requirements.

CORPORATE SOCIAL RESPONSIBILITY:

Your company has always discharged its social responsibility as a part of its corporate governance philosophy. The company has lend helping hand by taking up health check up camps, drinking water supply, tree plantations in the factory premises and in the vicinity of factory.

LISTING OF SHARES

Equity Shares of Company are listed on The Stock Exchange, Mumbai (BSE) and The National Stock Exchange (NSE). The Company has duly paid listing fees to stock exchanges.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year under review.

DIRECTORS RESPONSBILITY STATEMENT FORMING PART OF DIRECTORS REPORT:

As required under Section 217 (2AA) of the Companies Act, 1956, the Director''s confirm that:

1 In the preparation of the annual accounts, the applicable accounting standards have been followed.

2 The Directors had selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as on 31st March 2014 and of the profit of the company for the year ended 31st March 2014.

3 The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4 The annual accounts have been prepared on a going concern basis.

DIRECTOR

It''s with deep regret to inform you that Shri Anil Rathi, Independent Director passed away suddenly on 14-05-2014. He had been with the Company since 2008 during which time he provided an invaluable contribution to the company.

The Board proposes the name of Smt. Shrutika Inani as Women Independent Director at the ensuing Annual General meeting. Shri Chandrakantbhai Thakar and Shri Shyamsunder Sarda, Directors retire by rotation at the ensuing annual general meeting and being eligible offers themselves for re-appointment. Except this there has been no change in the composition of Board of Directors.

AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956, the Audit committee constituted to review compliances with internal control systems and other various functions of the Company. Shri Anil Rathi, Independent Director was the Chairman of the Audit Committee.

AUDITORS REPORT

The notes to the accounts to the comments made by the Auditors in their Report are self - explanatory.

AUDITORS

M/S Demble Ramani & Co., Chartered Accountants, the Auditors of the company, will retire at ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. They have given information to the effect that their appointment, if made, will be within the limits prescribed under section 141 (3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

COST AUDITORS

The Cost Auditor report for the financial year 2013-2014 shall be filed by the Cost Auditor in due course.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges together with Auditors'' Certificate forms part of the Annual Report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 OF COMPANIES ACT

The particulars required under section 217 (2A) of the Companies Act 1956 read with the provisions contained in companies (Particulars of Employees) Rule 1975 as amended to date are not applicable to your Company.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

As regards disclosure of particulars relating to conservation of energy, great emphasis has been given for reduction of energy consumption to reduce cost per unit of goods. Details are attached herewith as per Annexure A.

The Company imports some portion of its raw material requirement. The foreign exchange earnings and outgo are as mentioned in the reports of the auditor of the Company.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to Bankers, Customers, Business Associates for the co-operation and support and to the Shareholders, dealers and suppliers, staff and workers for their contribution to the company''s growth.

Place: Nagpur By Order Of Board Of Directors Date: 09-08-2014

Sd/ Sd/

Punamchand Malu Banwarilal Malu Managing Director Jt.Managing Director (DIN:00301030) (DIN:00301297)

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Mar 31, 2013

The Directors have pleasure in presenting the Annual Report for the year ended 31st March 2013 along with the Audited Statement of Accounts with the Report of the Auditors thereon:

FINANCIAL RESULTS: (Rs. In Lacs)

2012-2013 2011-2012

Sales & Other Incomes 18021.19 16970.07

Profit Before Interest & Depreciation 361.12 (922.91)

Less: Financial Charges 1539.13 1392.08

Profit Before Depreciation (1178.01) (2314.99)

Less: Depreciation 617.76 612.02

Less: Provisional For Tax (553.69) (906.06)

Profit/(Loss) After Tax (1242.08) (2020.96)

CORPORATE SOCIAL RESPONSIBILITY:

Your company has always discharged its social responsibility as a part of its corporate governance philosophy. The company has lend helping hand by taking up health check up camps, drinking water supply, tree plantations in the factory premises and in the vicinity of factory.

DIRECTORS RESPONSBILITY STATEMENT FORMING PART OF DIRECTORS REPORT:

As required under Section 217(2AA) Director''s confirm that:

1 In the preparation of the annual accounts, the applicable accounting standards have been followed.

2 The Directors had selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as on 31st March 2013 and of the profit of the company for the year ended 31st March 2013.

3 The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4 The directors have prepared the annual accounts on a going concern basis.

LISTING OF SHARES

Equity Shares of Company are listed on The Stock Exchange, Mumbai (BSE) and The National Stock Exchange (NSE). The Company has duly paid listing fees to stock exchanges.

DIRECTOR

Shri Vasudeo Malu and Shri Satyanarayan Rathi, Directors retire by rotation at the ensuing annual general meeting and being eligible offers themselves for re-appointment. Except this there has been no change in the composition of Board of Directors.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year under review.

AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956, the Audit committee constituted to review compliances with internal control systems and other various functions of the Company. Shri Anil Rathi, Independent Director is the Chairman.

AUDITORS REPORT

The notes to the accounts to the comments made by the Auditors in their Report are self - explanatory.

AUDITORS

M/S Demble Ramani & Co., Chartered Accountants, the Auditors of the company, will retire at ensuing Annual General Meeting and being eligible, offer them for re-appointment. They have given information to the effect that their appointment, if made, will be within the limits prescribed under section 224(1 B) of the Companies Act, 1956.

COST AUDITORS

M/S Khanuja Patre & Associates, Cost Accountants, have been re appointed as the Cost Auditors for the year ending 31st March 2014.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges together with Auditors'' Certificate forms part of the Annual Report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 OF COMPANIES ACT

The particulars required under section 217 (2A) of the Companies Act 1956 read with the provisions contained in companies (Particulars of Employees) Rule 1975 as amended to date are not applicable to your Company.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

As regards disclosure of particulars relating to conservation of energy, great emphasis has been given for reduction of energy consumption to reduce cost per unit of goods. Details are attached herewith as per Annexure A.

The Company imports some portion of its raw material requirement. The foreign exchange earnings and outgo are as mentioned in the reports of the auditor of the Company.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to Bankers, Customers, Business Associates for the co-operation and support and to the Shareholders, dealers and suppliers, staff and workers for their contribution to the company''s growth.

Place: Nagpur By Order Of Board Of Directors

Date: 13-08-2013 Sd/ Sd/

Punamchand Malu Banwarilal Malu

Managing Director Jt. Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting the Annual Report for the year ended 31st March 2012 along with the Audited Statement of Accounts with the Report of the Auditors thereon:

FINANCIAL RESULTS: (Rs. In Lacs)

2011-2012 2010-2011

Sales & Other Incomes 16970.07 17193.21

Profit Before Interest & Depreciation (922.91) 1420.01

Less: Financial Charges 1392.08 1254.59

Profit Before Depreciation (2314.99) 165.42

Less: Depreciation 612.02 596.18

Less: Provisional For Tax (906.06) (132.67)

Profit/(Loss) After Tax (2020.96) (298.09)

DIVIDEND:

Due to losses your Directors do not recommend any dividend during the year under review.

CORPORATE SOCIAL RESPONSIBILITY:

Malu paper is committed to actively involve to the social and economic development of the communities located close to its operations. The Company has taken up health check up camps, tree plantations in the factory premises and in the vicinity of factory.

DIRECTORS RESPONSBILITY STATEMENT FORMING PART OF DIRECTORS REPORT:

As required under Section 217(2AA) Director's confirm that:

1 In the preparation of the annual accounts, the applicable accounting standards have been followed.

2 The Directors had selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as on 31st March 2012 and of the profit of the company for the year ended 31st March 2012.

3 The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The directors have prepared the annual accounts on a going concern basis.

LISTING OF SHARES

Equity Shares of Company Eire listed on The Stock Exchange, Mumbai (BSE) and The National Stock Exchange (NSE). The Company has duly paid listing fees to stock exchanges.

DIRECTOR

Shri Damodarlal Malu and Shri Chandrakantbhai Thakar, Directors retire by rotation at the ensuing annual general meeting and being eligible offers themselves for re-appointment. Except this there has been no change in the composition of Board of Directors.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year under review.

AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956, the Audit committee constituted to review compliances with internal control systems and other various functions of the Company. Shri Anil Rathi, Independent Director is the Chairman

AUDITORS REPORT

The notes to the accounts to the comments made by the Auditors in their Report are self - explanatory.

AUDITORS

M/S Demble Ramani & Co., Chartered Accountants, the Auditors of the company, will retire at ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have given information to the effect that their appointment, if made, will be within the limits prescribed under section 224( 1 B) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to the provisions of the Clause 49 of the Listing Agreement a report on Corporate Governance are annexed to and form part of this Annual Report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 OF COMPANIES ACT

The particulars required under section 217 (2A) of the Companies Act 1956 read with the provisions contained in companies (Particulars of Employees) Rule 1975 as amended to date are not applicable to your Company.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

As regards disclosure of particulars relating to conservation of energy, great emphasis has been given for reduction of energy consumption to reduce cost per unit of goods. Details are attached herewith as per Annexure A.

The Company imports some portion of its raw material requirement. The foreign exchange earnings and outgo are as mentioned in the reports of the auditor of the Company.

ACKNOWLEDGEMENTS:

Your Directors express sincere thanks to the Bankers, Customers, Business Associates for the co-operation and support and to the Shareholders, dealers and suppliers who are enabling the company to achieve its goals. The Directors also place on record their appreciation made by the employees at all levels.

Place: Nagpur By Order Of Board Of Directors

Date: 03-09-2012 Sd/ Sd/ Punamchand Malu Banwarilal Malu Managing Director Jt. Managing Director