Directors Report of Mohit Paper Mills Ltd.

Mar 31, 2024

Your Directors have the pleasure in presenting Thirty Second (32 ‘‘) Annual Report on the business and operations of Mohit Paper Mills Limited ("MPML" or the "Company"), along with the audited financial statements, for the financial year ended 31" March, 2024. The performance of the Company has been referred to wherever required.

FIN A N CIA L P F R l() R \1 A N C K

The standalone financial statements for the financial year ended March 31, 2024. forming part of this Annual Report, have been prepared in accordance with Companies Act. 2013 ("the Act")) and the relevant rules issued there under, the Securities and Exchange Board of India ( Listing Obligations and Disclosures Requirements). Regulations. 2015 ("SEBI Listing Regulations") and applicable Indian Accounting Standards. ^ . ....

Particulars	FY 2023-24	FY 2022-23
Revenue from Operations	18562.6	22.216.50
Other Income	640.05	401.27
Total Income of the company	19,202.66	22,617.77
Profit before Depreciation. Finance Costs, Exceptional items and Tax Expense	1,875.92	1610.07
Less: Depreciation/ Amortisation/ Impairment	590.42	556.58
Profit before Finance Costs, Exceptional items anc lax Expense	1285.5	1,053.49
Less: Finance Costs	375.54	348.00
Profit before Exceptional items and Tax Expense	909.96	705.49
AddZ(lcss): Exceptional items	0.00	0.00
Profit before Tax Expense	909.96	705.49
Less: l ax Expense (Current & Deferred)	264.62	213.92
Profit for the year (I)	645.35	491.57
Other Comprehensive Income (2)	0.00	0.00
Total Comprehensive Income (1 2)	645.35	491.57

COM PAN Y O''V K Rv IKVY

The Company was incorporated in the year 1992 and listed with BSE Ltd. under the provisions of the Act. Your Company is engaged in manufacturing of various kinds of paper like writing printing paper (color and white), MG Poster paper, kraft paper and others various quality papers as required on customer demand. Your Company is agro based paper manufacturing Company means that wc use agriculture products like bagasse and other agriculture product etc. for manufacturing of paper and wc also use imported waste paper for manufacturing of paper to increase quality and strength of the manufactured paper. At present the

Company is using higher production capacity of the installed manufacturing capacity. We sold paper in form of reels, sheets and other size as required or demand of the customers.

The Company is adopting all the means for reducing the cost ^production for increase the profit in the coming years the Company will achieve perfect point of cost of production after installation of evaporator and casting soda plant. The Company"s cost of production of paper is higher than other paper company because of our small production capacity and using agro product for manufacturing of paper, because of the price of agro products is based on availability of bagasse and other agriculture products in the market.

We expect for better and bright future of the Company. Our strategic objectives arc to build a sustainable organization that remains relevant to the agenda of our stakeholders and creating growth opportunities for the employee and increase the wealth of the company for our stakeholders and members

RESULTS OF OPERATIONS AND STATE OF CO M PA N Y"S A F FA IRS

Your Company’^ management is committed to aegis of the Company in ever\'' situation and also committed to achieving its objectives and goals. Presently the Company engaged in single segment i.e. manufacturing of paper, the management of the Company always keeps keen eyes on every situation.’transitions of the Company. The Company is moving fast to maximization the wealth of shareholders and stakeholders of the Company.

At present the production capacity of the Company is 130 MT/pcr day and the Company is utilized if''s maximum production capacity. In the previous financial year 2022-2023 the Board of

Directors decided to install 150 TDS Boiler and Evaporator ("BE") in the production line and caustic soda plant, the purpose to install this BE and caustic soda plant to increase the production with existing production capacity. The idea behind to install BE is that to increase the production of steam, power and caustic soda lyc and result of this increment in steam, power and caustic soda, the production will be increased within the existing production capacity. After installing the BE and caustic soda plant, the Company can utilized its optimum or maximum production capacity. The Board supposed that this BE and caustic soda plant will be in used during FY 2024-2024 and which will be a mile stone for the Company.

During the financial year 2023-2024:

• The Company engaged in single segment i.c. the Company engaged in manufacturing of Paper.

• There is no changes in status of the

company.

• There is no changes in financial year of the company.

• There arc no acquisition, merger, expansion, modernization and diversification during the year in the company under review.

• There is no any other material event having an impact on the affairs of the company during the year under review.

HIGHLIGHTS OF FINANCIAL PERFORMANCE FOR THE FINANCIAL YEAR 2023-2024.

During FY 2023-2024, the Company has turnover (Net) of Rs. I S562.61/- lakhs as against previous figure of Rs. 22,216.50/- lakhs, the Company recorded decrease in sale (16.45%) (approx) due to reduce in the price of the paper in national market.

The Company has recorded 27% (approx.) downfall in market price of paper in the year 2023-2024. Further, during the financial year

2023-2024, other income of the Company has been increased to Rs. 640.05 lakhs as against previous year income of Rs. 411.03 lakhs (i.e. increase by around 55.72% during the financial year 2023-2024. However, due to reduction in price of paper as mentioned above, total income has shown a downfall during the financial year 2023-2024. The total income during financial year 2023-2024 is at Rs. 19.202.66/- and previous year income of Rs. 22.627.53/- lakhs.

RESERVES

Out of the profits of the Company, a sum of Rs. 645.35 lakhs has been transferred to General Reserves during the financial year 2023- 2024 and total free reserves and surplus (Other Equity) as on March 31. 2024 stood at Rs. 3052.36/- lakhs as compared to previous year figurcofRs. 2407.01/- lakhs.

CASH AND EQUIVALENTS

As on March 31. 2024, the Company is having cash and cash equivalents balance of Rs. 13.12 lakhs in comparison to Rs. 5.34 lakhs as at March 31. 2023. posting an increment by 145.23% (approx). The Company is continuing focus on judicious management of its working capital, receivable, inventories and other working capital parameters are kept under strict check through continuous monitoring.

NET WORTH AND EARNING PER SHARE (EPS)

As on March 31. 2024. net worth of your Company was 4.452.36 lakhs as compared to Rs. 3.807.01 lakhs for the previous financial year. Mohit Paper Mills Limited 28 EPS of the Company for the financial year ended March 31, 2024 stands at Rs. 4.61 in comparison to Rs. 3.51 forthe financial year ended March 31.2023.

DIVIDEND

The Board of Directors of your Company, after considering holistically the relevant

circumstances and keeping in view the Company''s financial position and future growth prospects, has decided that it would be prudent, not to recommend any dividend for financial year2023-2024.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OFTHE COMPAN Y

There have been no material changes and commitments affecting the financial position of the Company which have occurred from the end of the financial year of the Company to which the financial statement relates i.c. March 31, 2024 till the date of this report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

CHANGES I N CA P UAL STRUCTURE

.During the period under review, no change has taken place with regard to capital structure of the Company.

Details of share capital of the Company as on March 31,2024 is as under:

• Authorized Share Capital

As on March 31. 2024. there was no change in the authorized share capital of the Company and it stood at Rs. 17.50,00,000/- (Rupees Seventeen Crore Fifty Lakhs Only) consistinu of 1,75,00,000 (One Crore Seventy Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

•Paid- up Share Capital

As on March 31, 2024. Issued. Subscribed and Paid-up Capital of the Company is Rs. 14.00,00.000 - (Rupees Fourteen Crore Only) divided into 1,40.00.000 (One Crore Forty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each. There is no changes in the share capital during the year.

The Company"s equity shares arc listed on BSE Limited.

HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiaries or associate company as on March 31, 2024, so there is no requirement of statement in Form: AOC-I, under section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transaction (RPT) & Dealing with RPT which is also available on the Company”s website.

The Policy intends to ensure that proper reporting, approval and disclosure processes arc in place for all transactions between the Company and its Related Parties. All Related Party Transactions and subsequent material modifications are placed before the Audit Committee for its review and approval. Prior omnibus approval is obtained for RPTs on a quarterly basis for transactions which are of repetitive nature and/or entered in the ordinary course of business and are at arm''s length, if any. All RPTs arc subjected to independent review by a reputed accounting firm to establish compliance with the requirements of RPTs under the Act, and SEBI Listing Regulations. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

All RPTs entered during the year were in ordinary course of the business and at arm''s length basis. No Material RPTs, as per the materiality threshold adopted by the Board of Directors, were entered during the year by the Company. Accordingly, the disclosure of RPTs as required under Section 29 134(3 )(h) of the Act, in FormAOC-2 is not applicable. The web link of above policy is here http://www.mohitpaper.in/upload/others/ policieslatcst/Srelatedpartytransaction PolicyMetaLIp.pdf

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of clause (c) of sub-section (3) of Section 134 of the Act, the Board of Directors of your Company confirms that:

a. In the preparation of the annual accounts for the year ended March 31, 2024. the applicable accounting standards have been followed and there are no material departures from the same;

b. The Directors have selected such

accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 and of the profit of the company for the year ended on that date;

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

d. The Directors had prepared the annual accounts of the Company on agoing concern basis;

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

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

I N T E R N A L FI N A N C I A L

CONTROLS

The Company has in place adequate internal

financial controls with reference to financial

statements. The Hoard has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company"s policies, safeguarding of its assets, the prevention of and detection of fraud and errors, the accuracy & completeness of the accounting records and the timely preparation of reliable financial disclosures. The Company"s Internal Financial Control System is designed to help and ensure the effectiveness and efficiency of operations, proper financial reporting and compliance of laws and regulations. The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including the adherence to the Companies Policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

M.''s MAA and Company has appointed as Internal Auditor, who along with the audit committee formulates the system and ensures the effectiveness and adequacy of the system.

DIRECTOR AND KEY MANAGEMENT PERSONNEL ("KMP")

The Board of the Company have an optimum combination of the Executive and Non-Executive Directors (including women Directors). As on March 31. 2024, the Board comprised 10 (Ten) Directors, out of which 5 (Five) were Non-Executive Independent Directors. 2(Two) are Whole Time Directors, and 3 (Three) are the Non- Executive Director.

•Changes in Directors

Mr. Stishil Kumar Tyagi (DIN: 06362605). Mr. Rachit .lain (DIN: 06982727) and Mr. Sanjccv Kumar Jain (DIN: 07018412) ceased to be the Independent Directors) of the Company w.c.f. closing of business hours of March 31.2024 due to completion of their tenure.

Further, Hoard of Directors in their meeting held on March 30, 2024, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members, appointed Mr. Satva Prakash (DIN: 10564516). Mrs. Shubhi Jain (DIN: 10564596) and Mrs. Sakshi Jain (DIN: 10564854) as Non-executive Independent Director, not liable to a''tia* by rotation, for a period of five years commencing from April 01. 2024 to March 31, 2029 (both days inclusive) and the same has Mohit Paper Mills Limited 30 been approved by the shareholders through postal ballot passed on June 19.2024.

• Director liable to retire by rotation

In accordance with the provisions of the Companies Act. 2013 and the Articles of Association of the Company. Mrs. Anju Jain (DIN: 00459540). Non- Executive Non-Independent Director of the Company will be retiring by rotation at the ensuing ACJM and being eligible offers herself for re-appointment. Necessary resolutions for the re-appointment of aforesaid Director have been included in the Notice convening the ensuing AGM and details of the proposed re-appointment are disclosed in the explanatory statement of the Notice.

•Changes in KMPs

During the financial year 2023-2024. there were no changes in the KMP"s of the Company. The Key Managerial Personnel of the Company as on March 31, 2024, are Mr. Sandeep Jain (Chairman and Managing Director). Mr. Pradecp Rajput Kumar (Whole Time Director). Mr. Arvind Kumar (Chief Financial Officer) and Mr. Shivam Sharma (Company Secretary & Compliance Officer).

Mr. Shivam Sharma has ceased to be the Company Secretary'' & Compliance Officer of the Company w.c.f. July 13.2024 consequent to his resignation.

Further, the Board of Directors of the Company based on the recommendation of the Nomination & Remuneration in their meeting held on August 14. 2024 had appointed Mrs.

Kusum Chauhan (member of Institute of Company Secretaries of India) as Company Secretary & Compliance Officer w.e.f date of her joining.

BOARD DIVERSITY

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II ol theSEBI Listing Regulations, the Nomination & Remuneration Committee is responsible for formulating the criteria for determining qualifications, positive attributes and independence of a Director. Wc understand the value and importance of balanced and diverse board in the company. We always support a better/best board in the company. The Company believes that a truly diverse board w ill changes in thoughts, perspective, knowledge, skills, industry experience, cultural and geographical background, age, gender that will help us retain our competitive advantage.

Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company, is available on the Company''s website at http://www.mohitpaper.in/upload/others/polici esjatest/l Board%20Diver.sity%20Policy.pdf.

FAMILIAR1SATION PROGRAMEE

During the financial year ended March 31,2024. the Company conducted familiarization programme of independent directors to familiar the independent director with the culture of the Company. During the relevant financial year, as per company policy the Independent Directors of the Company has conducted a separate meeting of Independent Directors of the company on February 12. 2024. The meeting conducted for the purpose of evaluation of the Board of Directors as whole and individually and also conducted the familiarization program for Independent Directors to introduction to the Board and to attend an orientation program. The details of training and familiarization program arc provided in the corporate governance report and also available on company''s website http://w\v\v.mohitpaper.in/upload/others/extra/ 3_ 1 _Meeting_\Vebsite_22-23 pdf.

DETAILS OK BOARD MEETINGS

During the financial year ended March 31" 2024, the Board met 7 (Seven) times. The details of Board meetings are mentioned in Corporate Governance Report as annexed with this report. The intervening gap between any two meetings was within the period prescribed by the Act and SEBI Listing Regulations.

For further details in respect of Composition, number and attendance of each director in various Committees of Board as required in accordance with Secretarial Standard-1 on Board Meetings and SEBI Listing Regulations, please refer to the Corporate Governance Report of this Annual Report.

COMM IT''TEES OF FHE BOARD

As on March 31. 2024. the Board had all Statutory Committees i.e. the Audit Committee, the Nomination & Remuneration Committee and the Stakeholders Relationship Committee. The Committees consists of balanced majority of Independent Directors in the committee. The details are available in the Corporate Governance Report forming part of this Annual Report.

During the financial year 2023-2024. all recommendations made by the committees were approved by the Board, if any.

AUDIT COMMITTEE

The Company has duly constituted an Audit Committee, whose detailed composition and powers are provided in the Corporate Governance Report. There were no recommendations of the Audit Committee which have not been accepted by the Board during the financial year.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Act, that he/she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of the SEBI Listing Regulations. In terms of Regulation 25 (S) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstances or situations which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV of the Companies Act, 2013 and the Code of Conduct for Directors and Senior management personnel formulated by the Company.

Independent Directors get registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs. Manesar ("MCA") from time to time and undertake, if required, online proficiency self-assessment test

conducted by the IK A.

The Board of Directors of the Company has taken on record the declarations and confirmations submitted by the Independent Directors and based upon the declarations received from them, in the opinion of the Board all independent directors (including independent directors appointed during the year) possess strong sense of integrity and have requisite experience, skills, qualification and expertise and are independent of the management, for further details, please refer to Corporate Governance report.

BOARD EVALUATION

The performance evaluation process and related tools are reviewed by the "Nomination & Remuneration Committee" on a need basis, and the Committee may periodically seek independent external advice in relation to the process. The Committee may amend the Policy, if required, to ascertain its appropriateness as per the needs of the Company from time to time.

The Company has devised a Policy for performance evaluation of Independent Directors. Board. Committees and other individual directors, which includes criteria for performance evaluation of the non-executive and executive directors. The overall effectiveness of the Board is measured on the basis of the ratings obtained by each Director and accordingly the Board decides the Appointments. Re-appointments and Removal of the non-performing Directors of the Company. On the basis of Policy for

Performance Evaluation of Independent Directors, a process of evaluation is being followed by the Board for its own performance and that of its Committees and individual Directors.

The exercise was carried through a structured evaluation process covering various aspects of the Board including committees and every Directors functioning such as composition of Board and committees, experience and competencies, performance of specific duties and obligations, governance issues, etc.

The evaluation process focused on various aspects of the Board and Committees functioning such as structure, composition, quality, board meeting practices and overall Board effectiveness.

The Independent Directors had a separate meeting held on February 12, 2024. No Directors other than Independent Directors attended this meeting. Independent Directors discussed inter-alia the performance of Non-Independent Directors and Mohit Paper Mills Limited 32 Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non- Executive Directors and took note of the quality, quantity and timeliness of How of information between the company management and the Board. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated.

OUTCOME OF EVALUATION PROCESS

The Board was satisfied with the professional expertise and knowledge ofeach of its Directors. All the Directors effectively contributed to the decisionmaking process by the Board. Further, all the Committees were duly constituted and were functioning effectively. The Board also expressed its satisfaction in relation to the provision of supporting documents to the Board enabling it to assess the policy & procedural requirements for the proper functioning of the Company. The Board expressed its satisfaction with the decision making and decision implementing procedure followed by it. The Directors express their satisfaction with the evaluation process.

REMUNERATION POLICY

The policy on directors’ Nomination and Remuneration, including criteria for determining qualification, positive attribute and independence of a director and other relevant matter, as required as per section 178(3) of the Act. and SEBI Listing Regulations. The Board has. on the recommendation of the Nomination and Remuneration Committee ("NRC") framed a policy for selection and appointment of Directors. Senior Management and their remuneration. The Nomination and Remuneration Policy is placed on the website of the Company at

httpi/''www.mohitpaper.in/upload/others''polici es _latest/2_N& R Policy.pdf.

There was no change carried out in the policy during the year under review.

V 1G1L MECIIANISM/WHISTLE BLOWER POLICY

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity, and ethical behavior. In compliance with requirements of Act & SEBI Listing Regulations, the Company has established a mechanism under its Whistle Blower Policy for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy. Whistle blowing is the confidential disclosure by an individual of any concern encountered in the workplace relating to a perceived wrongdoing. The policy has been framed to enforce controls so as to provide a system of detection, reporting, prevention and appropriate dealing of issues relating to fraud, unethical behavior etc. The policy provides for adequate safeguards against victimization of dircctor(s) / cmploycc(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. During the year under review, no complaints were received by the Board or Audit Committee.

The whistle blower policy of the Company is available at the https://www.mohitpaper.in/upload/othcr s/policies latest/9 WISTLE%20BLOW ER VTGI L%20M ACH AN ISM .pdf

CORPORATE SOCIAL RF.SPONSIBlI .IT''V

As a responsible corporate citizen, the Company is committed to ensure its contribution to the welfare of the communities in the society where it operates, through its various Corporate Social Responsibility ("CSR") initiatives.

The objective of Company";; CSR Policy is to consistently pursue the concept of integrated development of the society in an economically, socially and environmentally sustainable manner and at the same time recognize the interests of all its stakeholders. The Company has adopted a CSR policy which is available at www.mohitpaper.in. The Company''s CSR activities arc centered around the creation of sustainable education opportunities towards the societies and nations

To attain its CSR objectives in a professional and integrated manner, the Company shall undertake the CSR activities as specified under the Act. During FY 2023-2024, the CSR Committee consists of Mr. Sandeep Jain. Executive Director. Mrs. Anju Jain Non- Executive Director and Mr. Sourabh Mathur. Independent Director. As the Company does not have any CSR liabilities more than Rs. 50 Lakhs in any of the preceding financial years, therefore in line with the provisions of Companies Act. 2013, the Board of Directors in their meeting held on March 30, 2024 has dissolved the CSR Committee and the duties of the CSR Committee are being discharged by the Board of Directors of the Company. Further, the Annual Report on CSR Activities/ Initiatives including all

requisite details is annexed with this report at Annexure 2

RISK MANAGEMENT POLICY

The Company has implemented an integrated risk management approach through which it review and assess significant risks on a regular basis to help ensure that there is a robust system of risk control and mitigation. Senior Management periodically reviews this risk management framework to keep updated and address emerging challenges.

Major risk identified for the Company by the management is price of raw-materials and fuel. Currency Fluctuation, Compliance, financing. The management is of the view that none of the above risks may threaten the existence of the Company as risk mitigation process is put in place to ensure that there is nil or minimum impact on the Company in case any of these risk materialize.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company docs not fall under the purview of the disclosure of Business Responsibility and Sustainability Report under the Regulation 34 (2)(f) of SEB1 Listing Regulations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186

Details of loans, guarantees and investments covered under Section 186 of the Act including purpose thereof form part of the notes to the financial statements provided in this Annual Report.

ANNUALRETURN

In accordance with the provisions of Section 92(3) and 134 (3)(a) of the Act, the Annual Return of the Company is available on the website of the Company at: https: //www.mohitpaper.in /mpml financial-info.html

STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014. M/s. Pankaj K. Goyal & Co. (ICAI Firm Registration Number: 006885C), Chartered Accountants was appointed as the Statutory Auditors of the Company at the Thirtieth (30th) Annual General Meeting of the Company held at September 29,2022 for a term of Five (5) consecutive years till the conclusion of the Thirty Fifth (35th) Annual General Meeting of the Company.

The Statutory Auditors have audited the financial statements of the Company for the financial year ended 31 March 2024 and the same are being placed before members at the ensuing Annual General Meet ing for their approval.

The Auditors'' Report for the financial year 2024 does not contain any qualifications, reservations or adverse remarks or disclaimers. The Auditors" Report is enclosed with the financial statements in this Report. The Statutory Auditors were present at the last AGM.

REPORTING OK FRAUD BY AUDITORS

During the year, under section 143(12) of the Act, neither the Internal Auditors, Statutory Auditors nor Secretarial Auditors have reported to the Audit Mohit Paper Mills Limited 34. Committee or the Board of the Company any

fraud by its officers or employees and therefore no details are required to be disclosed under Section 134(3) (ca) of the Act.

INTERNAL AUDITORS

M/s.M/s MAA, Chartered Accountants, were appointed as Internal Auditor. Reports of the Internal Auditor for the year were submitted to the Audit Committee & Board.

COST AUDITORS AND COST AUDIT REPORT

Pursuant to the provision of the section 148(3) of Act read with rule 6(2) of Companies (Cost Records and Audit) Amendment Rule, 2014 (include any modification or re-enactment thereof, if any) and other applicable law, rules or regulations, if any. The Company has appointed M/s H. TARA & Co. (Reg. No.: 100265) for the financial year 2023-24. In accordance with the provisions of Section 14S and other applicable provisions, if any, of the Act and Companies (Audit and Auditors) Rules. 2014. the remuneration payable to the Cost Auditor is required to be ratified by the members of the Company.

SECRETARIAL AUDITORS

As required under Section 204 of the Act and Rules made there under, the Board has appointed M/s. Agarwal S. Associates. Practicing Company Secretaries as secretarial auditor of the Company of the Company to conduct the audit of the secretarial records for the financial year ending March 31.2024.

The Secretarial Audit report for the financial year March 31. 2024, in Form No. MR-3 is annexed as Anncxure 3 to this Annual Report.

Tl\c Secretarial Audit Report confirms that the Company has complied with the provisions of the Act. Rules, Regulations, and Guidelines and that there were no deviations ornoncompliance.

The Secretarial Audit report docs not contain any qualification, reservation, or adverse remark

HUMAN RESOURCES

The Management recognises that people are a key resource and endeavours to enable its employees to deliver on business requirements while meeting their personal and professional aspirations. The Human resources plays a pivotal role in enabling smooth implementation of key strategic decisions. The Management aims at providing an environment where continuous learning takes place to meet the changing demands and priorities of the business including emerging businesses. The Management believes in inclusivity and is committed to and has always maintained gender diversity & equality in the organization. The employee engagement programmes are organized on the objective of inclusiveness. The Management encourages participation of employees in social activities and provides healthy work environment including flexi-timing wherein employees can maintain work life balance.

Industrial relations - Healthy, cordial, and harmonious industrial relations arc being maintained at all times and all levels by your Company.

CORPORATE GOV ERNANCE

A separate report on corporate governance, along with a certificate from the Practicing Company Secretary regarding the compliance of conditions of corporate governance norms as stipulated under SEB1 Listing Regulations is annexed as Annexure- 4 and forms part of the Annual Report.

All Board members and Senior Management Personnel have affirmed in writing their compliance with and adherence to the code of conduct adopted by the Company for FY24.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis on matters related to the business performance as stipulated in the $LBI Listing Regulations is given as a separate section in the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARMNGS/OUTGO

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Act read with the Companies (Accounts) Rules, 2014 are enclosed as Annexurc-Atothe Bonrd"s Report.

PARTICULARS OF EM PLOYEES

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 in respect of employees of the Company is attached to the Directors” Report at Annexure I

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and 5(3) of the aforesaid rules, is maintained and forms part of this report. However, in terms of first proviso to Section 136(1) of the Act. the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. None of the employees listed in the

said information is related to any Director of the Company. The aforesaid information is available for inspection by the members. Any member interested in obtaining a copy thereof, may write to the Company Secretary at invcstorsinohilpapcit^gmail.com or send letter at Company Secretary. Mohit Paper Mills Limited. 15A-''l 3. Upper Ground floor. Fast Patel Nagar. New Delhi -110008.

SEXUAL HARASSMENT OK WOMEN AT WORKPLACE (PKEVEN T ION. PROHIBITION & REDRESSAL). ACT 2013

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention. Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up as required under the Sexual Harassment of Women at Workplace (Prevention. Prohibition & Redressal) Act, 2013. inter-alia. to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any sexual harassment complaints during the year 2023-24 and hence no complaint is outstanding as on March 31.2024.

OTHER DISCLOSURES

(i) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS

No significant or material orders were passed during the year under review by the Regulators or Courts or Tribunals which impact the going concern status and Company"s operations in future.

(ii) TRANSFER OF AMOUNTS TO

I N V K S I OR ED l CATION A N D PROTECTION FUND (IEPF)

No amount/ shares are underlying for transferring to IEPF.

(iii) DEPOSITS

During the year, the Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act. read with the (Companies Acceptance of Deposits) Rules. 2015 and as such, no amount on account of principal or interest related thereto was outstanding as on date of the Balance Sheet i.e. March 31.2024.

(iv) COMPLIANCE WITH SECRETARIAL STANDARD ON BOARD AND GENERAL MEETINGS

During the period under review, the Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.

(v) DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER TIIE INSOLVENCY AND BANKRUPTCY CODE. 2016DURING I''HEYEAR

The Company has neither made any application nor any proceedings is pending under Insolvency and Bankruptcy Code. 2016 during the financial year 2023-24.

(vi) DETAILS OF DIFFERENCE. BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIM E OF ONE II ME SETTLEMENT AND TIIE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

There are no specific disclosures required under details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan

from the Banks or Financial Institutions along with the reasons thereof.

Further, no application was Hied under the Insolvency and Bankruptcy Code, 2016 during the year.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: Mohit Paper Mills Limited 36

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

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• Neither Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

CAUTION A R V S TAT E M E N T

Statements in this "Director''s Report" & "Management Discussion and Analysis" describing the Company''^ objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning ofapplicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company"$ operations including raw material/ ftiel availability and its prices, cyclical demand and pricing in the Company''”s principal markets, changes in the Government regulations, tax regimes, economic

developments within India and the Countries in which the Company conducts business and other ancillary factors.

AC K N OWI. E DC. V. M F.NT

The Directors take this opportunity to express their deep sense of gratitude to the Central Government, State Government. Stock Exchanges and its members, Banks, Financial Institutions, Shareholders. Lenders. Depositories. Registrar and Share Transfer Agents and Business Associates for their continued support.

Your directors would also like to record its appreciation for the support and cooperation your Company has been receiving from its clients and everyone associated with the Company.

Your directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as an industry leader.

And to you. our shareholders, we arc deeply grateful for the confidence and faith that you have always reposed in us. VVc look forward to continued support of all these partners in future.

For and on behalf of the Board Sd/-

(SandecpJain)

Chairman & Managing Director DIN: 00458048 Date: August 14,2024 Place: New Delhi

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Mar 31, 2023

Your Directors have the pleasure in presenting Thirty First (31^st) Annual Report on the business and operations of M/s Mohit Paper Mills Limited (“the Company”), along with the audited financial statements, for the financial year ended 31^st March, 2023. The performance of the Company has been referred to wherever required.

The working of the Company during the year under review has been highlighted below:

COMPANY OVERVIEW

The Company was incorporated in the year 1992 and listed with BSE Ltd. in the year 1995 under the provisions of the Companies Act, 2013 (previously as applicable) (the “Act”). Your Company is engaged in manufacturing of various kinds of paper like Writing Printing Paper (colour and white), MG Poster paper, kraft paper and others various quality papers as required on customer demand. Basically the Company is agro based paper manufacturing Company, uses agriculture products like bagasse, waste paper and other agriculture product etc. for manufacturing of paper and also used imported paper into manufacturing of paper for better quality. The company sold finished paper in form of reels, sheets and other size as required.

The Company’s cost of production of paper is higher than other paper company because of our small production capacity and using agro product for final product. We expect for better and bright future of the Company. Our strategic objectives are to build a sustainable organization that remains relevant to the agenda of our stakeholders and creating growth opportunities for the employee and increase the wealth of the company for our stakeholders and members.

Due to heavy competition in paper industry and we face many challenges and threats like market sharing, price of product and other avoidable and unavoidable challenges.

FINANCIAL RESULTS

The standalone financial statements for the financial year ended March 31, 2023, forming part of this Annual Report, have been prepared in accordance with Companies Act, 2013 (“the Act”), the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulations, 2015 (“SEBI Listing Regulations”) and applicable Indian Accounting Standards (“Ind AS”)

Particulars	Current Financial Year (2022-2023)	Previous Financial Year (2021-2022)
Revenue from Operations	22,216.50	14,079.85
Other Income	41.03	185.79
Total Income of the company	22,627.53	14,265.64
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	1,609.96	1,002.04
Less: Depreciation/ Amortisation/ Impairment	556.48	548.45
Profit before Finance Costs, Exceptional items and Tax Expense	1,053.48	453.59
Less: Finance Costs	348.00	325.83
Profit before Exceptional items and Tax Expense	705.48	127.76

Add/(less): Exceptional items	0.00	0.00
Profit before Tax Expense	127.76	127.76
Less: Tax Expense (Current & Deferred)	213.92	(68.38)
Profit for the year (1)	491.56	196.14
Other Comprehensive Income (2)	0.00	2.62
Total Comprehensive Income (1 2)	491.56	198.76
No. of Equity Share Capital of Rs. 10/- each	140	140
Paid-Up Equity Share Capital of Rs. 10/- each	1400	1400
Earning Per Equity Share
1. Basic EPS	3.51	1.40
2. Diluted EPS	3.51	1.40

CORPORATE/OPERATIONAL REVIEW

Your Company’s management is committed to aegis of the Company in every situation and also committed to achieving its objectives and goals. Presently the Company engaged in single segment i.e. manufacturing of paper, the management of the Company always keeps keen eyes on every situation/transitions of the Company. The Company is moving fast to maximization the wealth of shareholders and stakeholders of the Company.

Basically your’s Company is agro based paper manufacturing entity, we used sugarcane bagasse and other agriculture product to manufacture the paper. At present the production capacity of the Company is 130 MT/per day and the Company always try to utilised it’s maximum production capacity. In the financial year 2022 -2023 the management decided to install 150 TDS Boiler and Evaporator (“BE”) in the production line, the purpose to install this BE to increase the production with existing production capacity. The idea behind to install BE is that to increase the production of steam, power and caustic soda lye and result of this increment in steam, power and caustic soda, the production will be increased within the existing production capacity. After installing the BE, the Company can utilized its optimum or maximum production capacity. There are some highlights of financial performance of the company for the financial year 2022-2023.

On the part of financial performance of the Company during the financial year 2022-2023, In this year the Company gives unexpected return and growth in sales and profits. The Company has recorded immense growth during the year under review. The Company has turnover (Net) of Rs. 22,216.5/- (In lakhs) as against previous figure of Rs. 14,079.85/- (In lakhs), the Company recorded increase in sale 57.79% (approx) further the Company recorded other Income in the respective year of Rs. 411.03/- (In lakhs) as against previous figure of Rs. 185.79/- (In lakhs), the Company recorded increase in other income 121.23% (approx). As total income of current year is Rs. 22,627.53/- (In lakhs) and previous year was of Rs. 14,265.64/- (In lakhs), the Company recorded increment of 58.61%.

During the year under review PBDFET (Profit before Depreciation, Finance, Exceptional Item and Tax) was Rs. 1610.06/- (In lakhs) as compared to previous year figure of Rs. 1002.04/- (In lakhs), posting a increase by 60.68% (approx) and PBFET (Profit before Finance, Exceptional Item and Tax) was Rs. 1053.48/- (In lakhs) as compared to previous year figure of Rs. 453.59/- (In lakhs), posting a increase by 132.25% (approx) and PBET (Profit before Exceptional Item and Tax) was Rs. 705.48/- (In lakhs) as compared to previous year figure of Rs. 127.76/- (In lakhs), posting a increase by 452.19% (approx).

Further under review PBT (Profit before Tax) was Rs. 705.48/- (In lakhs) as compared to previous year figure of Rs. 127.76/- (In lakhs), posting a increase by 452.19% (approx) in PBT. Net profit and PAT (Profit after Tax) was Rs. Rs. 491.56/- (In lakhs) as compared to previous year figure of Rs. 196.14/- (In lakhs) reporting an increase of 150.62% (approx) in net profit as compared to previous year. Net profit and PATOCI (Profit after Tax and Other Comprehensive Income) was Rs. 491.56/- (In lakhs) as compared to previous year figure of Rs. 198.76/- (In lakhs) reporting a increase of 147.31% (approx) in net profit as compared to previous year. Earning Per Share was during the year Rs. 3.51/- (Each Equity Share) as compared to previous year figure of Rs. 1.4/-(Each Equity Share) reporting a increase of 150.79% (approx) in EPS as compared to previous year.

Further under review Free Reserve and Surplus (Other Equity) was Rs. 2407.01/- (In lakhs) as compared to previous year figure of Rs. 1915.44/- (In lakhs), posting a increase by 25.66% (approx) and Cash and Cash Equivalents was Rs. 5.35/- (In lakhs) as compared to previous year figure of Rs. 87.15/- (In lakhs), posting an decrement by -93.86% (approx).

Statement of the Company

The following statement on the affairs of the company under review:

1. The Company engaged in single segment i.e. the Company engaged in manufacturing of Paper.

2. There is no changes in status of the company.

3. There is no changes in financial year of the company.

4. There is no such as Capital expenditure programmes which fallen effect on the financial position of the company.

5. There are no acquisition, merger, expansion, modernization and diversification during the year in the company under review.

6. There is no any other material event having an impact on the affairs of the company during the year under review.

CASH AND EQUIVALENTS

Cash & Equivalents as on date March 31^st, 2023 is Rs. 5.35/- (In lakhs) and it recorded decrement of (-93.86) as compared last financial year. The Company is continuing focus on judicious management of its working capital, receivable, inventories and other working capital parameters are kept under strict check through continuous monitoring.

EARNING PER SHARE (EPS)

The earning per equity share of the Company for the financial year ended on March 31^st, 2023 was Rs. 3.51/-(Each Equity Share) and Earning per share as on 31^st March, 2022 was Rs. 1.4/- (Each Equity Share). There has been increment of 150.79% in EPS for the financial year ended 31^st March, 2023.

SHARE CAPITAL

• Authorized Share Capital

As on March 31, 2023, there was no change in the authorized share capital of the Company and it stood at Rs. 17,50,00,000/- (Rupees Seventeen Crore Fifty Lakhs Only) consisting of 1,75,00,000 (One Crore Seventy Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

• Paid- up Share Capital

As on March 31, 2023, Issued, Subscribed and Paid-up Capital of the Company is Rs. 14,00,00,000/- (Rupees Fourteen Crore Only) divided into 1,40,00,000 (One Crore Forty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each. There is no changes in the share capital during the year.

DIVIDEND

The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view the Company’s financial position, has decided that it would be prudent, not to recommend any d ividend for future growth of the Company for the year under review.

DEVELOPMENT IN INDUSTRIAL RELATIONS/HUMAN RESOURCES INCLUDING NUMBER OF EMPLOYEE EMPLOYED

Employee wealth is main key of success of an origination, it is our primary obligation to provide as possible facilities to our employees. The Company is a paper manufacturing industry, we are committed to maintaining a culture and custom for our employee to attract and retain the best talent. During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act, read with the (Companies Acceptance of Deposits) Rules, 2015 and as such, no amount on account of principal or interest related thereto was outstanding as on date of the Balance Sheet i.e. March 31, 2023

CREDIT RATING

Your Company enjoys credit rating from Brickwork Ratings, The Brickwork Ratings India Pvt. Ltd. on January 22, 2021 has granting rating to the Company as BWR BB (Pronounced as BWR Double B Plus), Outlook: Stable (Downgraded) for Fund Based and BWR A4 (Pronounced as BWR, A Four Plus) (Downgraded) for Non Fund Based.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Act read with the Companies (Accounts) Rules, 2014 are enclosed as Annexure-A to the Board’s Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, if any Loans, guarantees and investments covered under Section186 of the Act forms part of the notes to the financial statements provided in this Annual Report.

TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves during the current year except the surplus in the statement of profit and loss for the year ended on March 31, 2023, which has been carried over in the Balance Sheet.

SUBSIDIARY AND ASSOCIATE COMPANY OF THE COMPANY

The Company does not have any subsidiaries or associate company as on 31^st March 2023. So there is no requirement of statement in Form: AOC-1, under section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014.

PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transaction (RPT) & Dealing with RPT which is also available on the Company’s website. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All Related Party Transactions and subsequent material modifications are placed before the Audit Committee for its review and approval. Prior omnibus approval is obtained for RPTs on a quarterly basis for transactions which are of repetitive nature and/or entered in the ordinary course of business and are at arm’s length, if any. All RPTs are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of RPTs under the Act, and Listing Regulations. All RPTs entered during

the year were in ordinary course of the business and at arm’s length basis. No Material RPTs, as per the materiality threshold adopted by the Board of Directors, were entered during the year by the Company. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable. The web link of above policy is here http://www.mohitpaper.in/upload/others/policies_latest/3_relatedpartytransactionPolicyMetaUp.pdf ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Act and the rules made thereunder and amended from time to time, the draft Annual Return of the Company in prescribed Form MGT-7 is available under ‘Investors’ section on the website of the Company and under the requirement, the link of MGT -7 is here http://www.mohitpaper.in/upload/balancesheets/MGT-7_2022_2023 .pdf.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

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

DIRECTORS AND KEY MANAGEMENT PERSONNEL (“KMP”)

The Board of the Company have an optimum combination of the Executive and Non-Executive Directors. As on March 31, 2023, the Board comprised 10 (Ten) Directors, out of which 5 (Five) were Non-Executive Independent Directors, 1(One) is Whole Time Directors, 1 (One) is Managing Director and 3 (Three) are the Non- Executive Director, out of which 2 (Two) are Women Director.

Changes in Directors

On the recommendation of Nomination and Remuneration Committee, the Board of Directors in their meeting held on September 05, 2022, approved the appointment of Mr. Mohit Jain (Non-Executive Director) and Mr. Rakesh Juyal as (Non-Executive Independent Director) of the Company. The shareholder’s approval for the same was sought in the 30^th Annual General Meeting (“AGM’) of the Company held on September 29, 2022. Further, the term of Mr. Sourabh Mathur, Independent Director of the Company, expiring on February 13, 2024, which would result a vacancy in the office of Independent Director and the resulting vacancy needs to be filled by the Company not later than the date such office is vacated as per the amended provisions of the SEBI Listing Regulations. Accordingly, post completion of FY23, the Board of Directors based on the recommendations of the Nomination and Remuneration Committee and subject to the approval of the Members, approved:

• Re-appointment of Mr. Sourabh Mathur (DIN: 08354589) as an Independent Director of the Company, not liable to retire by rotation, for second term and further period of five years commencing from February 14, 2024 to February 13, 2029 (both days inclusive);

Necessary resolutions for the above-mentioned appointments are included in the Notice convening the ensuing AGM and details of the proposed reappointments are disclosed in the explanatory statement of the Notice.

Director liable to retire by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Shubhi Jain (DIN 06685602), Non- Executive Non-Independent Director of the Company will be retiring by rotation at the ensuing AGM and being eligible offers herself for re-appointment.

Necessary resolutions for the re-appointment of aforesaid Director have been included in the Notice convening the ensuing AGM and details of the proposed re-appointment are disclosed in the explanatory statement of the Notice

Changes in KMPs

During the year under review, there were no changes in the KMP’s of the Company. The Key Managerial Personnel of the Company as on March 31, 2023, are Mr. Sandeep Jain (Chairman and Managing Director), Mr. Pradeep Rajput Kumar (Whole Time Director), Mr. Arvind Kumar (Chief Financial Officer) and Mr. Shivam Sharma (Company Secretary & Compliance Officer).

Declaration by the Independent Directors

As on March 31, 2023, Mr. Rachit Jain, Mr. Sanjeev Kumar Jain, Mr. Sushil Kumar Tyagi, Mr. Sourabh Mathur and Mr. Rakesh Juyal were the Independent Directors on the Board of the Company in terms of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations. The Company has received necessary declarations from all the Independent Director confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Act read with schedules and rules made thereunder and SEBI Listing Regulations.

In terms of Regulation 25 (8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstances or situations which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV of the Companies Act, 2013 and the Code of Conduct for Directors and Senior management personnel formulated by the Company.

A declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, along with a Notification dated October 22, 2019, issued by the Ministry of Corporate Affairs (MCA), regarding the requirement relating to enrolment in the Data Bank for Independent Directors, has been received from all the Independent Directors, along with declaration made under Section 149(6) of the Act.

The Board of Directors of the Company has taken on record the declarations and confirmations submitted by the Independent Directors and based upon the declarations received from them, the Board of Directors have confirmed that the Independent Directors meet the criteria of independence as specified in the Act including the Schedules and Rules made thereunder and the SEBI Listing Regulations and are independent of the management.

Meetings of the Board

During the financial year 2022-23, the Board met Eight (8) times. The details of which are given in the corporate governance report that forms part of this Annual Report. The intervening gap between the two consecutive Board meetings did not exceed the period prescribed by the Act, SEBI Listing Regulations and Secretarial Standard on Board Meetings (SS- 1) issued by the Institute of Company Secretaries of India (“ICSI”), as amended from time to time.

Board Diversity

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, the Nomination & Remuneration Committee is responsible for formulating the criteria for determining qualifications, positive attributes and independence of a Director. We understand the value and importance of balanced and diverse board in the company. We always support a better/best board in the company. The Company believes that a truly diverse board will changes in thoughts, perspective, knowledge, skills, industry experience, cultural and geographical background, age, gender that will help us retain our competitive advantage.

Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company, which is reproduced in Annexure- B to this Annual Report

The details of the Policy are also made available on the Company’s website at http://www.mohitpaper.in/upload/others/policies_latest/1_Board%20Diversity%20Policy.pdf.

Committees of the Board

The details of various Committees constituted by the Board, including the Committees mandated pursuant to the applicable provisions of Act and SEBI Listing Regulations are given in the Corporate Governance Report, which forms part of this Annual Report. The Committees consists of balanced majority of Independent Directors in the committee. During the year, all recommendations made by the committees were approved by the board, if any.

Independent Director Meeting

The Independent Directors met on February 13, 2023, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, considering the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to perform its duties effectively and reasonably.

Board, Committee and Directors evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulation. 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.

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.

The above related policy of evaluation of Board and Directors are placed on website and related link is http://www.mohitpaper.in/upload/others/policies_latest/13_EVALUATIONOFPERFORMANCEOFBOD.pdf. The NRC and the Board evaluate the Board as whole, Committee and directors as individuals basis on the 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.

Familiarisation Programee

During the year under review the Company conducted familiarization programme of independent directors for familiar the independent director with the culture of the Company. During the relevant financial year, as per company policy the Independent Directors of the Company has conducted a separate meeting of Independent Directors of the company on February 13, 2023. The meeting conducted for the purpose of evaluation of the Board of Directors as whole and individually and also conducted the familiarization program for Independent Directors to introduction to the Board and to attend an orientation program. The details of training and familiarization program are provided in the corporate governance report and also available on company’s website http://www.mohitpaper.in/upload/others/extra/3 1 Meeting Website 22-23.pdf Managerial Remuneration and Particulars of employees

The information/disclosures required under Section 197(12) of the Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - C and forms an integral part of this report.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and 5(3) of the aforesaid rules, is maintained and forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. None of the employees listed in the said information is related to any Director of the Company. The aforesaid information is available for inspection by the members. Any member interested in obtaining a copy thereof, may write to the Company Secretary at [e-mail] or send letter at Company Secretary, Mohit Paper Mills Limited, 15A/13, Upper Gorund floor, East Patel Nagar, New Delhi -110008.

Vigil Mechanism

Your Company has established a robust Vigil Mechanism for reporting of concerns through the Vigil Mechanism Policy of the Company, which is in compliance with the provisions of Section 177 of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI Listing Regulations. The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employee and directors to report genuine concerns and irregularities, is any in the Company noticed by them. Your Company hereby affirms that no person has been denied access to the Chairman of the Audit Committee and no complaints were received during the year. As per statutory requirement the link of policy is http://www.mohitpaper.in/upload/others/policies_latest/9_WISTLE%20BLOWER_VIGIL%20MACHANISM. pdf

Directors Nomination and Remuneration Policy

The policy on directors’ Nomination and Remuneration, including criteria for determining qualification, positive attribute and independence of a director and other relevant matter, as required as per section 178(3) of the Act, and SEBI Listing Regulation, The Board has, on the recommendation of the Nomination and Remuneration Committee (“NRC”) framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Nomination and Remuneration Policy also stated in Annual Report as Annexure -D and as per requirement the Nomination and Remuneration policy has posted on website of the Company and the link is here http://www.mohitpaper.in/upload/others/policies_latest/2_N&RPolicy.pdf.

The NRC and Board proposed and recommended to the members of the company about the increment of remuneration of Mr. Sandeep Jain (Managing Director), the Board pursuant to the provisions of the regulation 17(6)(e) of Listing Regulation and other applicable provisions, if any and pursuant to Section 197, 198 and other applicable provisions, if any of the Act read with Section II of Part II of Schedule V of the Act and the rules made thereunder, including any amendment(s) proposed increment the remuneration from the existing remuneration to Rs. 10,00,000/- per month (Rupees Ten Lakhs Only).

The Board further confirm and proposed increment in the remuneration in case of inadequate of profit and pay remuneration upto Rs. 1,00,000/- per month pursuant to the recommendation of NRC and under the provisions of Section 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Section II of Part II of Schedule V to the Act.

Pursuant to the regulation 23 and 17(6)(ca) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015/2018 (“Listing Regulation”) and other applicable provisions, if any, and pursuant to Section 188 (1)(f) read with Rule 15 of Companies (Board Meeting of Board and its Powers) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, (the ‘Act’). The Board on the recommendation of Nomination and Remuneration Committee (“NRC”) and Audit Committee (“AC”), gives its consent to appoint Mr. Mohit Jain (DIN: 07203009) as office or place of profit in the Company as the advisor/consultant to the Board and the Company with remuneration of Rs. 5,00,000/- (Rupees Five Lakhs) per month w.e.f. October 01, 2023.

Above these and other resolutions have been set out in the notice of 31^st AGM of the Company with related information and formats required under the Act and SEBI listing regulation.

Corporate Governance Report

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India (“SEBI”). A separate report on Corporate Governance is annexed as Annexure- E.

All Board members and Senior Management Personnel have affirmed in writing their compliance with and adherence to the code of conduct adopted by the Company for FY23

A certificate as per Regulation 33 read with Regulation 17 of the SEBI Listing Regulations, jointly signed by the Chairman cum Managing Director and the Chief Financial Officer of the Company certifying the financial statements for the financial year ended March 31, 2023, is annexed to this report as Annexure- F.

The Chairman and Managing Director declaration in accordance with Para D of Schedule V to the SEBI Listing Regulations, certifying compliance to the above, is annexed to this report are Annexure - G.

Further, a certificate from Agarwal S. & Associates, Practicing Company Secretaries, on compliance with corporate governance norms under the SEBI Listing Regulations forms part of this Report is enclosed as Annexure - H.

Management’s Discussion and Analysis Report

In the term of Regulation 34 of SEBI Listing, Regulation 2015, the Management Discussion and Analysis as set out in this Annual Report is annexed as Annexure - I.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report.

Director’s responsibility statement as required under Section 134(3)(c) of the Act

Pursuant to the requirement under section 134(5) of the Act, the Directors to the best of their knowledge and belief, state that

a. In the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the statement of profit and loss of the company for that period;

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

d. They have prepared the annual accounts on-going concern basis.

e. They had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Internal Financial Control System

The Company’s Internal Financial Control System is designed to help and ensure the effectiveness and efficiency of operations, proper financial reporting and compliance of laws and regulations. The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including the adherence to the Companies Policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

M/s MAA and Company has appointed as Internal Auditor, who along with the audit committee formulates the system and ensures the effectiveness and adequacy of the system.

Reporting of frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report.

Secretarial Standards

During the year, the Company has complied with the provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 of the Act.

Listing on Stock Exchange

The Company’s equity shares are listed on BSE Limited.

Statutory Auditors

M/s. Pankaj K. Goyal (ICAI Firm Registration Number: 006885C), Chartered Accountants was appointed as the Statutory Auditors of the Company at the Thirtieth (30^th) Annual General Meeting of the Company held at September 29, 2022 for a term of Five (5) consecutive years till the conclusion of the Thirty Fifth (35^th) Annual General Meeting of the Company.

Pursuant to Section 141 of the Act, the Auditors have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company.

Statutory Auditor’s Report

The standalone financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind- AS) notified under Section 133 of the Act.

The Auditor’s report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Auditor’s Report is enclosed with the financial statements in this Report. The Statutory Auditors were present in the last AGM.

Cost Auditor and Cost Audit Report

Pursuant to the provision of the section 148(3) of Act read with rule 6(2) of Companies (Cost Records and Audit) Amendment Rule, 2014 (include any modification or re-enactment thereof, if any) and other applicable law, rules or regulations, if any. the Company has appointed M/s H. TARA & Co. (Reg. No.: 100265) for the financial year 2023-24. In accordance with the provisions of Section 148 and other applicable provisions, if any, of the Act and Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the members of the Company.

Secretarial Auditor and Secretarial Auditor’s Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Agarwal S. & Associates, Company Secretaries in Practice, were appointed as Secretarial Auditors of your Company to conduct a Secretarial Audit of records and documents of the Company for financial year 2022-23. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or noncompliances. The Secretarial Audit Report for the financial year ended March 31, 2023, in Form MR-3 is annexed as Annexure- J to this Report. In case any remarks in secretarial audit report, which are self explanatory and the Board always preferred to comply the law, rules and regulations applicable on the Company. The Management has made its response against the observations made in the Secretarial Audit report.

Risk Management

The Company has implemented an integrated risk management approach through which it review and assess significant risks on a regular basis to help ensure that there is a robust system of risk control and mitigation.

Senior Management periodically reviews this risk management framework to keep updated and address emerging challenges.

Major risk identified for the Company by the management is price of raw-materials and fuel, Currency Fluctuation, Compliance, financing. The management is of the view that none of the above risks may threaten the existence of the Company as risk mitigation process is put in place to ensure that there is nil or minimum impact on the Company in case any of these risk materialize.

Corporate Social Responsibility

During the financial year 2022-2023, under review, the provisions of to the section 135 read with schedule VII of the Act, the provisions of the Corporate Social Responsibility (“CSR”) was not applicable on the Company. Material and significant orders passed by the Regulators Orders passed by the Regulator or Courts or T ribunal

During the financial year 2022-23, there were no material and significant orders passed by the Regulators or Courts or Tribunal.

Sexual Harassment of Women at Workplace

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 to address the complaints received regarding sexual harassment.

During the financial year 2022-23, the Company has not received or reported any complaint pertaining to sexual harassment and hence no complaint is outstanding as on March 31, 2023.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year

The Company has neither made any application nor any proceedings is pending under Insolvency and Bankruptcy Code, 2016 during the financial year 2022-23.

Details of difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions

The Company has not made any one-time settlement during the financial year 2022-23 with Banks or Financial Institution

Disclosure of certain type of Agreements binding on the Company

Pursuant to Clause 5A of Para A of Part A of Schedule HI of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, that the Company/ Board did not received any information (mentioned in Clause 5A of Para A of Part A of Schedule III of SEBI listing regulation) during the relevant financial year from its Shareholders, Promoters, Promoter Group Entities, Related Parties, Directors, Key Managerial Personnel, Employees of the Company or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity and also any rescission, amendment or alteration of such agreements thereto, whether or not the listed entity is a party to such agreements.

Disclosure with respect to Unclaimed Suspense Escrow Demat Account

As per relevant notification or circulars of Securities and Exchange Board of India, the Company has opened the Unclaimed Suspense Escrow Demat Account and required information for the year ended March 2023 related with Unclaimed Suspense Escrow Demat Account are herein below:

aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	number of shareholders who approached listed entity for transfer of shares from suspense account during the year	number of shareholders to whom shares were transferred from suspense account during the year	aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year	that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares
NIL	NIL	NIL	NIL	NIL

Acknowledgement

We would like to place on record our sincere gratitude to the Central Government, State Government, Stock Exchanges and its members, Banks, Financial Institutions, Shareholders, Lenders, Depositories, Registrar and Share Transfer Agents and Business Associates for their continued support during the year. We also wish to place on record our deep appreciation for the contribution made by our employees at all who despite of constraints have been working hard for the company and are maintaining cordial relations.

We look forward to continued support of all these partners in future.

For and on behalf of the Board of Directors

of Mohit Paper Mills Limited

Sd/-

Sandeep Jain

Chairman & Managing Director DIN: 00458048 Place: New Delhi Date: August 25, 2023

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Mar 31, 2015

Dear Members,

The Board of Directors have pleasure in presenting the 23ndAnnual Report together with the Audited Accounts of the Company for the year ended, 31st March, 2015. The working of the company during the year under review has been highlighted below:

1. FINANCIAL RESULT

(Amount Rs.)

Current Year 31.03.2015

Gross Sales & Other Income 95,65,41,955

-before Interest, Depreciation & Tax

Interest & Finance Charges 7,82,34,441

Operating Profit 2,87,46,159

Depreciation 3,82,50,774

Less : Depreciation for earlier years written back & Dep. on revalued Assets 11,82,511 3,70,68,263

Net of Adjustments:

Depreciation on revalued Assets 11,82,511

Less: Amount Transferred from

capital reserve 11,82,511

NET PROFIT BEFORE TAX 1,24,20,019

Current Year 31.03.2014

Gross Sales & Other Income 92,79,32,283

-before Interest, Depreciation & Tax

Interest & Finance Charges 7,47,89,832

Operating Profit 2,81,09,408

Depreciation 3,65,20,815

Less : Depreciation for earlier years written back & Dep. on revalued Assets 13,87,410 3,51,33,405

Net of Adjustments:

Depreciation on revalued Assets 13,87,410

Less: Amount Transferred from

capital reserve 13,87,410

NET PROFIT BEFORE TAX 1,15,47,019

The Company has not transferred any amount to the reserves during the current year except the surplus in the Statement of Profit & Loss for the year ended on 31.03.2015, which has been carried over in the Balance Sheet. Gross Sales and Other Income for the year was Rs.95.65 crores as against Rs. 92.79 crores in the previous year.

Corporate Overview

During the year the production was 24,188.600 M.T. as compared to 24,012.560 M.T. in the previous year .Gross Sales has increased from 92.79 crores to Rs. 95.651 crores. Net Profit before tax of the Company has increased from Rs.115.47 Lacs to 124.20 Lacs. The Performance of the Company was better than the last year. The situation of the global market has improved which shows in the improvement of the performance of your Company.

Share Capital

Authorized Share Capital of the Company is Rs. 17,50,00,000/- divided into 17500000 Equity Shares of Rs.10/- each and Issued, Subscribed and Paid-up Capital of the Company is Rs.14,00,00,000/- divided into 14000000 Equity Shares of Rs. 10/- each. There was no change in the Share Capital during the year.

Dividend

The Directors do not recommend any dividend for the year under review.

Deposits

During the year, the Company has not accepted any deposits from the public falling within the purview of section 73 of the Act, read with the (Companies Acceptance of Deposits) Rules, 2014.

Particulars of loans, guarantees or investments

Loans, guarantees and investments covered under Section186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

Transfer to General Reserve

The Company have not transferred any amount to the reserves during the current year except the surplus in the statement of profit and loss for the year ended on 31.03.2015, which has been carried over in the Balance Sheet.

Subsidiaries, Associate Companies '

There are no subsidiaries or associate company so there is no requirement of statement in FORM AOC-1 ,under section 129(3)

rule 5 of the Companies (Accounts) Rules, 2014

Particulars of contracts or arrangements made with related parties

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure-B to the Boards report

Material changes and commitments affecting the financial position between the end of the financial year and date of report

There have been no material changes and commitments affecting the financial position between the end of the financial year and date of the report.

Nomination and Remuneration Policy

As Company is covered under sub-section (1) of section 178, companies policy on directors appointment and remuneration including criteria for dertermining qualifications, positive attributes, independence is formulated and annexed as "Annexure F".

Directors

Mrs Anju Jain retires from office by rotation and being eligible offers herself for re-appointment and was re-appointed in the annual general meeting held on 30.09.2014 During the year Independent directors Mr. Rakesh Kansal, Mr. Devendra Shankar Vishnoi and Mrs. Rashmi Kansal retired by rotation at the annual general meeting held on 30.09.2014.

Mr. Rachit Jain and Mr. Sanjeev Kumar Jain were appointed as Independent directors on the Board for five years by the shareholders in the annual general meeting held on 30.09.2014 in place of the retiring directors.

Mrs. Shubhi Jain retires at the ensuing annual general meeting and being eligible offer herself for re-appointment.

Mr. Sushil Kumar Tyagi retires by rotation at the ensuing annual general meeting and being eligible offers himself for re-appointment as Independent Director for 5 years.

Mr. Arvind Kumar Dixit was appointed as Chief Financial Officer by the Board of Directors with effect from 21.06.2014 The Company has received declarations from the independent directors of the Company confirming that they meet with the criteria of independence as prescribed both under section 149(7) of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchange.

Extract of Annual Return

The extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-C.

Number of Meetings of the Board

The Board met 6 times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report.

Declaration by Independent Director

The Company have received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013

Director's responsibility statement as required under Section 134(3)(c ) of the Companies Act,2013

Pursuant to the requirement under section 134(3)(c ) of the Companies Act,2013 with respect to directors responsibility statement, it is hereby confirmed that:

* In preparation of the annual accounts for the financial year ended March 31,2015, the applicable accounting standards have been followed.

* The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the period.

* The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

* The directors have laid down internal financial controls, which are adequate and are operating effectively.

The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Internal Financial Control System

Companies Internal Financial Control System is designed to help and ensure the effectiveness and efficiency of operations, proper financial reporting and compliance of laws and regulations. Internal Auditor is appointed who along with the audit committee formulates the system and ensures the effectiveness and adequacy of the system.

Evaluation of Board, Committee and Directors

Pursuant to the Provisions of the Act and Clause 49 of the Listing Agreement, the Board have carried out the evaluation of its own, committees and directors. The manner has been detailed in the corporate governance report.

Auditors

Statutory Auditors Ajay Shreya & Co. (Chartered Accountants) were appointed as statutory auditor at the annual general meeting held on 30.09.2014 to hold office till the conclusion of the 25th annual general meeting, the auditors appointment shall be placed for ratification at every annual general meeting. Accordingly, the appointment of Ajay Shreya & Co. (Chartered Accountants), is placed for ratification by the shareholders. In this regard the Company have received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141, of the Companies Act, 2013. The remarks as contained in the auditor's report read with Notes forming part of the accounts are self-explanatory Cost Auditors Mr. Harkesh Tara was appointed as auditor for conducting audit for the year 2014-2015. But as per the order and new cost audit rules of the Central Government our Company does not come under purview of cost audit so cost audit for the year 2014-2015 is not required. So no cost auditor is appointed for conducting cost audit for the year 2015-2016. Secretarial Auditors Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed P. Balodia & Co., Practicing Company Secretaries, to undertake the secretarial audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure H ". There is no adverse remarks or qualification in the report.

Managerial Remuneration and Particulars of employees

The information required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure F".

The information required under section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to our Company as there is no employee getting remuneration as prescribed in the rule.

Risk Management

Company has implemented an integrated risk management approach through which it review and assess significant risks on a regular basis to help ensure that there is a robust system of risk control and mitigation.

Senior Management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risk identified for the Company by the management is price of raw-materials and fuel, Currency Fluctuation, Compliance, financing. The management is of the view that none of the above risks may threaten the existence of the Company as risk mitigation process is put in place to ensure that there is nil or minimum impact on the Company in case any of these risk materialize.

Vigil Mechanism

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employee and directors to report genuine concerns and irregularities, is any in the Company noticed by them. The policy is annexed as "Annexure E".

Corporate Governance Report and Management Discussion and analysis

In terms of the provisions of Clause 49 of the Listing Agreement, Corporate Governance Report and the Management's discussion and analysis is annexed as Annexure-I and Annexure-J.

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are enclosed as Annexure-A to the Board's Report.

Acknowledgement

Your Directors would like to express their thanks to the financial institutions and banks for their co-operation and assistance from time to time. The directors would also like to record appreciation to the members of staff and workers, who despite of constraints have been working hard for the company and are maintaining cordial relations.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

SANDEEP JAIN (CHAIRMAN) DIN-00458048

PLACE :NEW DELHI DATED :13/08/2015

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Mar 31, 2014

Dear members,

The Board of Directors have pleasure in presenting the 22nd Annual Report together with the Audited Accounts of the Company for the year ended, 31st March, 2014.

The working of the company during the year under review has been highlighted below:

(Amount in Rs.)

1 FINANCIAL RESULTS Current Year Current Year 31.03.2014 31.03.2013

Gross Sales & Other Income 92,79,32,283 71,29,40,081

Operating Profit

-before Interest, Depreciation& Tax 7,47,89,832 4,40,85,990

Interest & Finance 2,81,09,408 2,25,55,752 Charges

Depreciation 3,65,20,815 2,89,92,723

Less : Depreciation for earlier years written back & Dep. on revalued Assets 13,87,410 3,51,33,405 1,78,65,990 1,11,26,733

Net of Adjustments:

Depreciation on 13,87,410 14,55,271 revalued Assets

Less: Amount Transferred from capital reserve 13,87,410 - 14,55,271 -

NET PROFIT BEFORE TAX 1,15,47,019 1,04,03,505

The Company has not transferred any amount to the reserves during the current year except the surplus in the Statement of Profit & Loss for the year ended on 31.03.2014, which has been carried over in the Balance Sheet. Gross Sales and Other Income for the year was Rs.92.79 crores as against Rs.71.29 crores in the previous year.

2. DIVIDEND

The Directors do not recommend any dividend for the year under review.

3. PUBLIC DEPOSITS

During the year, the company has not accepted any Public Deposits during the year under review.

4. SHARE CAPITAL

Authorized Share Capital of the Company is Rs.17,50,00,000/- divided into 17500000 Equity Shares of Rs.10/- each and Issued, Subscribed and Paid - up Capital of the Company is Rs.14,00,00,000/- divided into 14000000 Equity Shares of Rs.10/- each. There was no change in the Share Capital during the year.

5. CORPORATE OVERVIEW

During the year the production has increased from 20297.766 M.T. to 24012.560 M.T. Gross Sales has increased from Rs.71.29 crores to Rs.92.79 crores. Net Profit before tax of the Company has increased from Rs.104.04 Lacs to Rs.115.47 Lacs.

The Performance of the Company was better than the last year. The situation of the global market has improved which shows in the improvement of the performance of your Company.

6. DIRECTORS

Mrs. Anju Jain retires by rotation at this AGM and being eligible offer herself for re-appointment.

Mr. Rakesh Kansal ,Mrs. Rashmi Kansal also retires at this AGM and the company have received notices in writing from members proposing Mr. Rachit Jain, Mr. Sanjeev Kumar Jain in place of them for appointment of independent directors for five consecutive years.

Mr. Devendra Shankar Vishnoi retires at this AGM and does not seek re-appointment. The vacancy is not to be filled for the time being.

Mr. Hardesh Kumar Gupta resigned from the office of whole-time-director on 11.04.2013.

Mr. Sushil Kumar Patidar was appointed as whole-time-director on 11.04.2013 and the approval of the shareholders was taken in the AGM held on 30.09.2013

Mrs. Shubhi Jain (formerly Shubhi Goyal) was appointed as additional director on 15.07.2013 and was appointed as Director by Shareholders in the AGM held on 30.09.2013.

The Company has received declarations from the independent directors of the Company confirming that they meet with the criteria of independence as prescribed both under section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchange.

7. INSURANCE

The Assets of the company including Buildings, Plant & Machinery, Stocks and Stores have been adequately secured.

8. AUDITORS AND AUDITOR''S REPORT

Your Company''s Auditors, M/s Ajay Shreya & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. The Board, on the recommendation of the Audit Committee, has recommended the re-appointment of M/s Ajay Shreya & Co., Chartered Accountants for a period of 3 years in accordance with Section 139 of the Companies Act, 2013. Appropriate resolution seeking your approval to the said re-appointment is appearing in the Notice convening the 22nd Annual General Meeting of the Company.

The Auditor''s Report on the Accountants is self-explanatory and no comments are required.

9. COST AUDITORS

Your company had appointed M/s H.Tara & Co. for audit of Cost Records in respect of Paper, Soda Ash and Power for Financial Year 2012-13. The Cost Audit Report was filed by Cost Auditor on 26.09.2013 within the due date of 30.09.2013.

In respect of Financial Year ended 31.03.2014, your company has appointed M/s H.Tara & Co. for Audit of Cost Record in respect of Paper, Soda Ash and Power. The due date for filing Cost Audit Reports is 30.09.2014

10. DISCLOSURE OF PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956.

Under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, the detailed information is enclosed as per Annexure (A).

11. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i. That in the preparation of the Annual Accounts for the financial year ended 31st March, 2014 the applicable Accounting Standards had been followed and there has been no material departures;

ii. That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of financial year and of the profit of the Company for the year under review;

iii. That proper and sufficient care has been taken 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.

iv. That the annual accounts have been prepared on ''going concern basis''.

12. CORPORATE GOVERNANCE

Your Company has complied with all the mandatory requirements of Corporate Governance. A detailed report on Corporate Governance and Management Discussion and Analysis forming part of the Director''s Report is enclosed as Annexure (B).

13. PARTICULARS OF EMPLOYEES

None of the employee of the Company was in receipt of total remuneration of Rs.60,00,000/- during the financial year under review or Rs.5,00,000/- per month. Hence, the information U/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not required to be furnished.

14. SAFETY AND ENVIRONMENT

The company continued to maintain a good safety record. The plants of the company are environment friendly and maintain all safety measures.

15. INDUSTRIAL RELATIONS

Industrial relations remained cordial during the year. The company received full cooperation and support from all its employees without which it would not have been possible to achieve consistent good performance.

16. DISCLOSURE PURSUANT TO CLAUSE 43A OF THE LISTING AGREEMENT

The equity shares of the Company, are Listed at the following stock exchanges:

1. The Delhi Stock Exchange Ltd.

DSE House, 3/1, Asaf Ali Road New Delhi-110002

2. The Bombay Stock Exchange Ltd.

Phiroze Jeejeebhoy Towers,

25th Floor, Dalal Street Mumbai-400001

17. ACKNOWLEDGEMENT

Your Directors would like to express their thanks to the financial institutions and banks for their co-operation and assistance from time to time. The directors would also like to record appreciation to the members of staff and workers, who despite of constraints have been working hard for the company and are maintaining cordial relations.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

SANDEEP JAIN (CHAIRMAN)

PLACE :NEW DELHI DATED :13/08/2014

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Mar 31, 2013

To the Members,

The Board of Directors has pleasure in presenting the 21" Annual Report together with the Audited Accounts of the Company for the year ended, 31s1 March, 2013.

The working of the company during the year under review has been highlighted below: .

1. FINANCIAL RESULTS

Current Year (Rs.) Previous Year (Rs.) 31.03.2013 31.03.2012

Gross Sales & Other Income 71,29,40,081 68,12,98,922

Operating Profit before Interest & Depreciation 4,40,85,990 3,06,95,524

Interest & Finance Charges 2,25,55,752 60,90,751

Depredation 2,89,92.722 2,80,26,717

Less: Depreciation for earlier years

written back & Dep. on revalued '' Assets 1,78,65,990 1,11,26,733

2.31.15.178 49,11,539

Net of Adjustments:

Depreciation on revalued Assets 1,45,52,71 17,06,340

Less: Amount Transferred from .

capital reserve 1,45,52,71 17,06,340

net profit Before tax 1,04,03,505 96,93,234

The Company has not transferred any amount to the reserves during the current year except the surplus in the Profit & Loss Account for theyear ended on 31.03.2013, which has been carried over in the Balance Sheet. Gross Sales and Other Inoome for the year was Rs. 71.29 crores as against Rs. 68.12 crores in the previous year.

2. DIVIDEND

The Directors do not recommend any dividend for the year under review.

3. PUBLIC DEPOSITS UNDER SECTION 58 A

During the year, the company has not accepted any Public Deposits during the year under review.

4. SHARE CAPITAL

The Authorized was increased to Rs,17,50,00,000/- divided 1,75,00,000 equity shares of Rs,10 each The comapny have issued Equity shares of Rs,3,00,00,000 equity shares of Rs,10/- each to the Non Promoters on prefered basis during the year Rs.14,00,00,000 divided into 1,40,00,000 equity shares of Rs. 10/- each.

5. CORPORATE OVERVIEW

During the year the production has increased from 19980.674 M.T. to 20297.766 .M.T. gROSS SALES HAS INCREASED FROM rS,68.12 CRORES TO rS,71.29 CRORES nET PROFIT BEFORE OF THE COMPANY has incresed from Rs,96.93 Lacs to Rs.104.04 Lacs. .

The Performance of the Company was better than the last year. The situation of the global market has improved which shows i n the improvement of the performance of your Company.

6. DIRECTORS

Mr.Rakesh kansal and Mrs. Rashmi kansal retires by ratation at this Annual General Meeting and being eligible offer themselves for re-appointment Mr,Devendra Shankar Vishnoi have resigned from the office of Dircetors Mr, Hardesh Kumar Gupta have resigned from the office of which whole time director and Mr,sussil kumar patidar has been appointment as whole time director in the Board Meeting held on 11.04.2013 subject to the approval of shareholders in the Annual General Meeting.

7. INSURANCE

I The Assets of the company including Buildings, Plant & Machinery, Stocks and Stores have been adequately secured.

8. AUDITORS

M/s AJAY SHRFYA&CO CHARTERED ACCOUNTANTS, Auditors of the Company, retire from their office. TheY ARE ELIGIBLE FOR RE-APPOINTMENT AND HAVE FURNISHED CERTIFIED TO THE EFFECT THAT THEIR APPOINTMNET IF MADE WILL BE IN ACCORDANCE WITH THE LIMITS SPECIFIED IN SUB-SECTION (1b) OF SECTION recommend their re-appointment for the Accounting Year 2013-2014.

9. AUDITORS REPORT

The Auditor''s Report on the Accounts is self-explanatory and no comments are required.

10. cost auditors

M/s H.Tara appointed as Cost Auditors for conducting the cost audit of the Company for the year ended March 31,2013.

11. DISCLOSURE OF PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956.

Under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, the detailed information is enclosed as per Annexure (A).

12. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i. That in the preparation of the Annual Accounts for the financial year ended 31" March, 2013 the applicable Accounting Standards had been followed and there has been no material departures;

ii. That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of financial year and of the profit of the Company for the year under review;

iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies AGt, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the annual accounts have been prepared on ''going concern basis''.

13. CORPORATE GOVERNANCE

Your Company has complied with all the mandatory requirements of Corporate Governance. A detailed report on Corporate Governance and Management Discussion and Analysis forming part of the Director''s Report is enclosed asAnnexure(B).

14. PARTICULARS OF EMPLOYEES

None of the employee of the Company was in receipt of total remuneration of Rs. 60,00,000/- during the financial year under review or Rs. 5,00,0001- per month. Hence, the information U/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not required to be furnished.

15. SAFETY AND ENVIRONMENT

The company continued to maintain a good safety record. The plants of the company are environment friendly and maintain all safety measures.

16. INDUSTRIAL RELATIONS

Industrial relations remained cordial during the year. The company received full cooperation and support from all its employees without which it would not have been possible to achieve consistent good performance.

17. DISCLOSURE PURSUANT TO CLAUSE 43AOF THE LISTING AGREEMENT

The equity shares of the Company, are Listed at the following stock exchanges:

1. The Delhi Stock Exchange Ltd.

DSE House, 3/1, Asaf Ali Road New Delhi-110002

2. The Bombay Stock Exchange Ltd.

, PhirozeJeejeebhoy Towers,

25" Floor, Dalai Street Mumbai-400001

18. ACKNOWLEDGEMENT

Your Directors would like to express their thanks to the financial institutions and banks for their co-operation and assistance from time to time. The directors would also like to record appreciation to the members of staff and workers, who despite of constraints have been working hard for the company and are maintaining cordial relations.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

SANDEEPJAIN

(CHAIRMAN)

PLACE : NEW DELHI

DATED :30/05/2013 .

---

Mar 31, 2010

The Board of Directors have pleasure in presenting the 18th Annual Report together with the Audited Accounts of the Company for the year ended, 31st March, 2010.

The working of the company during the year under review has been highlighted below:

I.FINANCIAL RESULTS

(Amount/Rs.)

Current Year Previous Year

31.03.2010 31.03.2009

Gross Sales & Other Income 53,14,27,259 59,23,69,459

Operating Profit

-before Interest & Depreciation 2,31,21,241 5,89,00,870

Interest & Finance Charges 1,43,02,856 1,40,02,834

Depreciation 3,04,92,148 3,09,49,414

Less Depreciation for earlier years written back 2,01,29,995 -

Net of Adjustments

Depreciation on revalued assets 23,51,132 80/11,021 27,60,739 2,81,88,675

Less: Amount transferred from capital reserve 23,51,132 27,60,739

NET PROFIT BEFORE TAX 8,07,364 1,67,09,361

The Company has not transferred any amount to the reserves during the current year except the surplus in the Profit & Loss account for the year ended on 31.3.2010, which has been carried over in the Balance Sheet. Gross sales and other income for the year was Rs. 53.14 crores as against Rs. 59.23 in the previous year.

Profit before Depreciation, Interest and Taxes was Rs. 2.31 crores as against Rs.5.89 crores in the previous year.

2. DIVIDEND

The Directors do not recommend any dividend for the year under review.

3. PUBLIC DEPOSITS UNDER SECTION 58 A

During the year, the company has not accepted any Public Deposits during the year under review.

4. SHARE CAPITAL

The Authorised Share Capital has been increased from Rs.10,00,00,000 to Rs. 12,00,00,000. The Company has issued 20,00,000 Convertible Warrants of Rs.10 per warrant to the promoters on preferential basis out of which 6,66,667 Warrants have been converted into 6,66,667 Equity Shares of Rs.10 each during the financial year 2009- 2010. So the paid up capital of the Company stands increased from Rs. 9,00,00,000 to Rs. 9,66,66,670.

5. CORPORATE OVERVIEW

During the year the production has been decreased from 18693 M.T.To 18299.636 M.T.Gross Sales has decreased from Rs. 59.23 Crores to Rs. 53.14 crores. Net Profit of the Company has decreased from Rs. 1.67 crores to Rs. 8.07 Lacs.

The performance of the Company was mainly affected by the decrease in demand of paper due to the global slowdown in the Paper Industry, hike in raw material prices and decrease in the price of paper.

6. DIRECTORS

Mr. Devendra Shankar Vishnoi and Mrs. Anju Jain retires by rotation at this Annual General Meeting and being eligible offer themselves for re-appointment.

7. INSURANCE

the assets of the company including buildings, plant & machinery, stocks and stores have been adequately secured.

8. AUDITORS

M/s AJAY SHREYA & CO. CHARTERED ACCOUNTANTS, auditors of the Company, retire from their office. They are eligible for re-appointment and have furnished certificate to the effect that their appointment if made will be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956. Your directors recommend their re-appointment for the Accounting Year 2010-2011.

9. AUDITORS REPORT

The Auditors Report on the Accounts is self-explanatory and no comments are required.

10. DISCLOSURE OF PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956.

Under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, the detailed information is enclosed as per Annexure (A).

11. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT.1956

pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i. That in the preparation of the Annual Accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed and there has been no material departures;

ii. That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of financial year and of the profit of the Company for the year under review;

iii. That proper and sufficient care has been taken 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.

iv. That the annual accounts have been prepared on going concern basis.

12. CORPORATE GOVERNANCE

Your Company has complied with all the mandatory requirements of Corporate Governance, a detailed report on corporate governance and management discussion and analysis forming part of the Directors Report is enclosed as Annexure(B).

13. PARTICULARS OF EMPLOYEES

None of the employee of the Company was in receipt of total remuneration of Rs. 24,00,000/-during the financial year under review or Rs. 2,00,000/- per month. Hence, the information U/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not required to be furnished.

14. SAFETY AND ENVIRONMENT

The company continued to maintain a good safety record. The plants of the company are environment friendly and maintain all safety measures.

15. INDUSTRIAL RELATIONS

Industrial relations remained cordial during the year. The company received full cooperation and support from all its employees without which it would not have been possible to achieve consistent good performance.

16. DISCLOSURE PURSUANT TO CLAUSE 43A OF THE LISTING AGREEMENT

The equity shares of the Company, are listed at the following stock exchanges:

1. The Delhi Stock Exchange Association Ltd.

DSE House, 3/1, AsafAli Road

New Delhi-110002

2. The Bombay Stock Exchange Ltd.

Phiroze Jeejeebhoy Towers,

25th Floor, Dalai Street

Mumbai-400001

17. ACKNOWLEDGEMENT

Your directors would like to express their thanks to the financial institutions and banks for their co-operation and assistance from time to time. The directors would also like to record appreciation to the members of staff and workers, who despite of constraints have been working hard for the company and are maintaining cordial relations.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

SANDEEP JAIN

(CHAIRMAN) PLACE : NEW DELHI

DATED : 31.07.2010