Directors Report of N R Agarwal Industries Ltd.

Mar 31, 2025

Your Directors are pleased to present the 32^nd Annual Report together with the Audited Financial Statements of the Company
for the year ended March 31,2025.

Financial Results

Particulars	Year ended March 31, 2025		Year ended March 31, 2024
Revenue from Operations and Other Income	1,69,042.83		1,30,075.14
Finance Costs	6,091.19		1,054.19
Other Expenses	1,54,798.66		1,11,516.46
Profit after Finance Costs and Other Expenses but before Depreciation and Taxation	8,152.98		17,504.49
Depreciation	6,557.36		3,741.27
Profit before Tax	1,595.62		13,763.22
Provisions for Taxation	(701.59)		2,232.07
Deferred Tax	532.11		(1,015.14)
Net Profit for the year	1,765.10		12,546.29
Other Comprehensive Income (Net of Tax)	4.86		(80.42)
Total Comprehensive Income	1,769.96		12,465.87

State of Company''s Affairs

The Company reported a revenue of H1659.03 cr for the
financial year, as against H1293.38 cr in the previous year,
reflecting a growth of 28.27%, primarily driven by production
from the new Duplex Board Plant.

However, an increase in the cost of production, along with a
reduction in the selling prices of both paper and paperboard,
led to a decline in EBITDA, from H185.59 cr to H142.44 cr.
Additionally, Net Profit After Tax decreased significantly
from H125.46 cr to H17.65 cr, primarily due to higher interest
expenses on project-related loans.

The total production during the year was 384880 MT,
compared to 248694 MT in the previous year, despite the
stoppage of production at Unit-4 from June 28, 2024. As a
result, production from Unit-4 declined to 12027 MT, from
47778 MT in the previous year. On the other hand, production
from the new Duplex Board Plant increased significantly to
149885 MT, as against 93 MT in the previous year.

Project

The Company commissioned a 240000 TPA Duplex Board
Plant on March 14, 2024. The plant has since been fully
stabilized, and the quality of the board has been well received
in the market. Additionally, the Company has undertaken
a balancing program aimed at increasing the capacity of
the Pulp Mill and upgrading converting sections, with a
planned investment of H150 cr. This project is expected to
be completed by September 2025.

Transfer to reserves

There was no transfer made to the General Reserve.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, (''SEBI Listing
Regulations'') the Board of Directors of the Company (the

''Board'') formulated and adopted the Dividend Distribution
Policy (the ''Policy''). The Policy is available on our website at
https://nrail.com/company policies.html

Dividend

Your Directors are pleased to recommend a dividend of
H2/- per share (i.e. 20%) on equity shares of the Company of
10/- each for the year ended March 31, 2025. If the dividend,
as recommended above, is declared by the members at the
ensuing Annual General Meeting (''AGM''), the total outflow
towards dividend on Equity Shares for the year would be
H3.40 Crores.

The Board has recommended dividend based on the
parameters laid down in the Dividend Distribution Policy.

Change in Nature of Business

There is no change in the nature of business of the Company
during the financial year ended March 31,2025.

Material Changes and Commitments affecting
financial position of the Company occurred
between March 31,2025 and date of this report

There are no material changes and commitments which
affected the financial position of the Company between
March 31,2025 and date of this report.

Number of Meetings of the Board of Directors

There were four meetings of the Company''s Board of
Directors during the financial year 2024-25. The time gap
between the meetings of Board was within the period
prescribed under the Companies Act, 2013 and the SEBI
Listing Regulations except between the Board Meetings held
on January 22, 2024 and May 27, 2024, where it exceeded
the time gap. The stock exchanges levied fine of H10,000/-
on the Company in this regard and the Company has paid the
fine so levied.

Credit Rating

The current credit rating of the Company has been re¬
affirmed to a long-term rating of [ICRA] A (pronounced ICRA
A) and short-term rating of [ICRA] A1 (pronounced ICRA
A one) with increase in rated amount from H775.00 cr to
H955.64 cr.

Directors and Key Managerial Personnel

Shri R N Agarwal (DIN: 00176440) was re-appointed as
Managing Director of the Company for a further period of

3 (three) years with effect from August 01, 2024 to July 31,
2027 which was approved by the members at the Annual
General Meeting held on August 22, 2024.

Shri P Kumar (DIN: 00179074) and Shri C R Radhakrishnan
(DIN: 01309312) ceased as Independent Directors of the
Company from close of business hours of September 20,
2024 and the Board places on record its appreciation for
their contribution towards the growth of the Company
during their tenure.

Shri S N Chaturvedi (DIN: 00553459) ceased as Independent
Director of the Company from close of business hours
of October 21, 2024 and the Board places on record its
appreciation for his contribution towards the growth of the
Company during his tenure.

Shri Sanjay Sinha (DIN: 08253225) and Shri Neeraj Golas (DIN:
06566069) were appointed as an Independent Directors of
the Company for a period of 5 years with effect from August
22, 2024 on the approval of members in the previous Annual
General Meeting. In the opinion of the Board, Shri Sanjay
Sinha and Shri Neeraj Golas possess necessary integrity,
expertise and experience (including the proficiency) which
will be beneficial for the Company''s growth.

Smt. Sunita Nair (DIN: 08701609) was re-appointed as an
Independent Director of the Company for a further period
of 5 years with effect from April 01, 2025 on the approval
of members in the previous Annual General Meeting. In the
opinion of the Board, Smt. Sunita Nair possesses necessary
integrity, expertise and experience (including the proficiency)
which will be beneficial for the Company''s growth.

Shri Raunak Agarwal, (DIN: 02173330) Executive Director,
retires by rotation at the forthcoming Annual General Meeting
and, being eligible, offers himself for re-appointment in
terms of the provisions of Section 152 of the Companies
Act, 2013.

The Board of Directors of the Company has proposed the
re-appointment of Smt. Reena Agarwal (DIN: 00178743) as
Executive Director of the Company for a further period of 3
years with effect from August 01,2025 at the ensuing Annual
General Meeting. The necessary Special Resolution for re¬
appointment of Smt. Reena Agarwal as Executive Director
of the Company has been incorporated in the notice of the
forthcoming Annual General Meeting of the Company along
with brief details about her.

The Board of Directors of the Company has proposed re¬
appointment of Shri Raunak Agarwal (DIN: 02173330) as
Executive Director of the Company for a further period of 3

years with effect from August 01,2025 at the ensuing Annual
General Meeting. The necessary Special Resolution for re¬
appointment of Shri Raunak Agarwal as Executive Director
of the Company has been incorporated in the notice of the
forthcoming Annual General Meeting of the Company along
with brief details about him.

The Board of Directors of the Company has proposed re¬
appointment of Shri Rohan Agarwal (DIN: 08583011) as
Executive Director of the Company for a further period of
3 years with effect from November 04, 2025 at the ensuing
Annual General Meeting. The necessary Special Resolution
for re-appointment of Shri Rohan Agarwal as Executive
Director of the Company has been incorporated in the notice
of the forthcoming Annual General Meeting of the Company
along with brief details about him.

There has been no other change with respect to the
Directors and Key Managerial Personnel during the financial
year 2024-25.

Independent Directors'' Declaration

The Company has received declarations from all Independent
Directors that they meet the criteria of independence as
laid out in sub-section (6) of Section 149 of the Companies
Act, 2013 and Listing Regulations as amended from time to
time and there has been no change in the circumstances
which may affect their status as Independent Director
during the year. In the opinion of the Board, the Independent
Directors possess appropriate balance of skills, experience
and knowledge, as required. Further, in terms of Section
150 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, as amended,
Independent Directors of the Company have included their
names in the data bank of Independent Directors maintained
with the Indian Institute of Corporate Affairs.

Audit Committee

The primary objective of the Committee is to monitor and
provide effective supervision of the Management''s financial
reporting process, to ensure accurate and timely disclosures
with the highest levels of transparency, integrity and quality
of financial reporting. There have been no instances of non¬
acceptance of any recommendation of the Audit Committee.

The Committee members met four times during the
year under review. Details of the meetings are given
in the Corporate Governance Report including the
Committee''s composition.

Vigil Mechanism/ Whistle Blower Policy

The Company has adopted a Whistle Blower Policy dealing
with any instance of fraud or any unethical or improper
practices. The policy is available on the Company''s website.
A copy of this policy prescribes adequate safeguards against
the victimization of employees who avail the mechanism and
also provide direct access to the Audit Committee Chairman.
It is affirmed that no Company personnel has been denied
access to the Audit Committee. The Whistle Blower Policy
(Vigil Mechanism) is uploaded on the Company''s website at
https://nrail.com/company_policies.html

Procedure for Nomination and Appointment
of Directors

The Nomination and Remuneration Committee is
responsible for developing the competency requirements
of the Board, based on the industry and the Company''s
individual strategy. The Board''s Composition Analysis
reflects an in-depth understanding of the Company''s
strategies, environment, operations, financial condition and
compliance requirements.

The Nomination and Remuneration Committee conducts a
gap analysis to refresh the Board, on a periodic basis, inter-
alia on a Director''s appointment or re-appointment, which
is envisaged every time. The Committee is also responsible
for reviewing and vetting the CVs of potential candidates''
vis-a-vis the requisite competencies and meeting potential
candidates prior to making nomination recommendations to
the Board. At the time of appointment, specific requirements
for the position, including expert knowledge expected, is
communicated to the appointee.

Criteria for Determining Qualifications, Positive
Attributes & Independence of a Director

The Nomination and Remuneration Committee has, besides
the requisite qualifications & experience formulated the
criteria for determining positive attributes and independence
of Directors in terms of provisions of Section 178 (3) of the
Act and Regulation 19 read with Part D of Schedule II of the
Listing Regulations.

Independence: A Director will be considered as an
''Independent Director'' if he/ she meets with the criteria for
''Independent Director'' as laid down in the Act and Regulation
16(1)(b) of the Listing Regulations.

Other factors: A transparent Board nomination process is
in place that encourages thought, experience, knowledge,

perspective, age and gender diversity. It is also ensured
that the Board has an appropriate blend of functional
and industrial expertise. While recommending Director
Appointments, the Nomination and Remuneration
Committee considers the manner in which the individual
function and domain expertise will contribute to the overall
skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed
under the Act, the Directors on the Board of the Company
are also expected to demonstrate high standards of
ethical behavior, strong inter-personal relations and
communication skills besides soundness of judgment.
Independent Directors are also expected to abide by the
''Code for Independent Directors'' as outlined in Schedule IV
to the Act.

Remuneration Policy

The Company has adopted the Nomination and Remuneration
Committee Charter which includes the Company''s policy
on Directors'' appointment and remuneration besides
the criteria for determining the qualifications, positive
attributes, independence of a Director and other matters
provided under Section 178(3) of the Companies Act, 2013
and SEBI Regulations.

Pursuant to Section 178(4) of the Companies Act, 2013 and
SEBI Regulations, the Company also adopted remuneration
policy relating to remuneration for the Directors, Key
Managerial Personnel and Senior Executives. The
remuneration policy is attached as Annexure 1 and is also
available on Company''s website http://www.nrail.com/
company_policies.html.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013
and Regulation 17 of Listing Regulations, the Board has
carried out the annual performance evaluation of its own
performance as well as the evaluation of the working of
its Committees. The criteria for performance evaluation
of the Board and Committees included aspects such
as composition, structure, effectiveness of Board and
Committee processes, etc.

A separate exercise was carried out to evaluate individual
Directors'' performance including that of the Chairman &
Managing Director and also the Whole time Directors, who
were evaluated on parameters such as engagement level,
contribution, independence of judgment, safeguarding the
Company interests and its minority shareholders etc.

A separate meeting of Independent Directors to review the
performance of Non-Independent Directors, Committees,
Board, and the Chairman was held on February 11,2025.

The Board of Directors expresses its satisfaction with the
evaluation process.

Directors'' Responsibility Statement

The Directors hereby confirm and declare that:-

(i) in the preparation of annual accounts, the applicable
accounting standards had been followed along with
proper explanations relating to material departures;

(ii) they had selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the
financial year ended March 31, 2025 and of the profit of
the Company for the year;

(iii) they had taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(iv) they had prepared the annual accounts on a going
concern basis;

(v) they had laid down internal financial controls to
be followed by the Company and such controls are
adequate and operating efficiently;

(vi) they had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating efficiently.

Internal Control over Financial Reporting

The Company has, in place, adequate internal financial
controls commensurate with the size, scale and complexity
of its operations. During the year, such controls were
tested and no reportable material weakness in the design
or operations were observed. The report on the Internal
Financial Control issued by the Statutory Auditors of the
Company under the provisions of Companies Act, 2013 is
given elsewhere in the report.

Details of Subsidiaries/ Joint ventures/
Associates

The Company does not have any subsidiary/ joint
ventures/ associates.

Annual Return

Pursuant to Section 92(3) read with Section 134(3Xa) of the
Act, the Annual Return as on March 31, 2025 is available on
the Company''s website on https://nrail.com/compliance_
reports.html

Auditors'' and Auditors'' Report

a. Statutory Auditors

M/s. GMJ & Co., Chartered Accountants, (Firm
Registration No. 103429W) have been appointed as the
Statutory Auditors of the Company for a second term of
five years at the Annual General Meeting ("AGM") of the
Company held on September 29, 2022, to hold office
till the conclusion of the 34^th AGM of the Company to
be held in the year 2027. M/s. GMJ & Co., Chartered
Accountants, have submitted a certificate confirming
that their appointment is in accordance with Section
139 read with Section 141 of the Act.

The Auditors'' Report for the financial year ended March
31,2025 does not contain any qualification, reservation
or adverse remark.

During the year under review, there were no instances of
fraud reported by the auditors, under Section 143(12) of
the Companies Act, 2013 to the Audit Committee or the
Board of Directors.

b. Secretarial Auditors

Pursuant to the provisions of Section 204(1) of the
Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed
M/s. Parikh & Associates, Practising Company
Secretaries for the financial year 2024-25, to undertake
the Secretarial Audit of the Company. The Secretarial
Audit Report is annexed herewith as Annexure 2.

The Secretarial Audit Report for the financial year ended
March 31, 2025 does not contain any qualification,
reservation or adverse remark. The comments
made by the Secretarial Auditors in their report is
self explanatory.

In compliance with Regulation 24A of the SEBI Listing
Regulations, the Board at its meeting held on May 28,
2025, and based on the recommendation of the Audit
Committee, has approved the appointment of Parikh
& Associates, Practising Company Secretaries, a peer
reviewed firm (Firm Registration No. P1988MH009800)
as Secretarial Auditors of the Company for a term of
five consecutive years commencing from FY 2025-26
till FY 2029-30, subject to approval of the members at
the ensuing AGM.

c. Cost Auditors and Maintenance of Cost Records

M/s V. J. Talati & Co., Cost Accountants, had been
appointed to conduct Cost Audits for all the units of the
Company for the year ending March 31, 2025 in terms
of Section 148 of the Act read with Companies (Audit
and Auditors) Rules, 2014 and, as required, Cost Audit
Report for the financial year 2023-24 was duly filed with
Ministry of Corporate Affairs, Government of India on
August 21, 2024.

The Cost Audit of the Company for the financial year
ended March 31, 2025 shall be conducted by the said
firm and the report shall be filed with the Ministry of
Corporate Affairs within the prescribed timelines.

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

Particulars of conservation of energy, technology absorption
and foreign exchange earnings and outgo as required under
Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 are given in
Annexure 3 attached and forms part of this Report.

Particulars of Employees & Related Disclosures

The information required under Section 197(12) of the
Act read with Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is
furnished in Annexure 4.

The information required under Rule 5(2) and (3) of The
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in the Annexure forming
part of the Report. In terms of the first proviso to Section
136 of the Act, the report and accounts are being sent to
the shareholders excluding the aforesaid Annexure. Any
shareholder interested in obtaining the same may write
to the Company Secretary at the registered office of
the Company.

Public Deposits

The Company has not accepted any deposits from the
public during the year under review. No amount on account
of principal or interest on deposits from the public was
outstanding as on March 31, 2025.

Significant and Material Orders passed by
the Regulators

During the year under review, no significant and material
orders were passed by the regulators or courts or
tribunals impacting the going concern status and the
Company''s operations.

Particulars of Loans, Guarantees, Securities
or Investments

Particulars of loans, guarantees given and investments
made or securities provided during the year under review
in accordance with Section 186 of the Act are stated in the
Notes to Accounts which forms part of this Annual Report.

Related Party Transactions

''Particulars of transactions with Related Parties'' pursuant
to Section 134(3Xh) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 are given in Form AOC-2
and the same forms part of this report as Annexure 5.

There are no materially significant related party transactions
made by the Company with promoters, key managerial
personnel or other designated persons which may have
potential conflict with interest of the Company at large.

The Board of Directors have approved a policy on related
party transactions which is placed on the Company''s website
at the web link: https://nrail.com/company_policies.html

Risk Management

Pursuant to Section 134(3)(n) of the Companies Act, 2013
and relevant provisions of Listing Regulations, the Company
has adopted Risk Management Policy for identification and
implementation of Risk Mitigation Plan for the Company. The
Company has laid down appropriate procedures to inform
the Board about the risk assessment and minimization
procedures. The Board periodically revisits and reviews the
overall risk management plan for making desired changes in
response to the dynamics of the business.

Corporate Social Responsibility (CSR) Initiatives

Section 135 of the Companies Act, 2013 mandates every
Company having a minimum net worth threshold limit,
turnover or net profit, as prescribed, to constitute a
Corporate Social Responsibility Committee, formulating
a Corporate Social Responsibility Policy that shall indicate
activities to be undertaken by the Company as specified in

Schedule VII to the Companies Act, 2013 and duly approved
by the Board as well as fix the amount of expenditure to be
incurred on the activities and monitor the CSR Policy from
time to time.

In accordance with the applicable laws, the Company has
constituted a CSR Committee of the Board and formulated
a CSR Policy. The focus areas of CSR Policy are education,
preventive health care, sanitation, environment and
engagement. During the financial year 2024-25, the Company
has spent a total amount of H1.62 cr towards CSR initiatives.

The CSR Report, forming part of this Report, is furnished in
Annexure 6.

Corporate Governance & Management Discussion
& Analysis

The Corporate Governance Report and Management''s
Discussion & Analysis Report and the Auditor''s Certificate
regarding compliance with conditions of Corporate
Governance, forms part of the Annual Report.

Listing Fees

The Company has paid the listing fees to BSE and NSE for
the financial years 2024-25 and 2025-26

Insider Trading Regulations and Code
of Disclosure

The Board of Directors have adopted the Code of Practices
and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information and Code of Internal Procedures and
Conduct for Regulating, Monitoring and Reporting of Trading
by Designated Persons in accordance with the requirements
of the SEBI (Prohibition of Insider Trading) Regulation, 2015
which is available on our website at the web link https://
www.nrail.com/company_policies.html.

Secretarial Standards

The Directors have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards and that such systems are adequate and
operating effectively.

Human Resources

There is a continuous effort to improve the working
environment with focus on employee well-being and
capability building to enable them to perform at their best

for the Company. The Company develops leaders at global
platforms at regular intervals as a part of its commitment
to engage and retain talent. The Company offers robust
leadership development efforts to hone employee skills and
help keep the Company ahead of the curve.

People are the real strength of the Company while pursuing
best-in-class performance. The Company is significantly
increasing investment in its employees with training and
development. NRAIL invests in training and knowledge
at all levels in order to align employees with requirements
on safety, customer support, market needs, operational
excellence, technology upgradation, process improvements,
innovation and behavioral competencies.

Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (POSH Act) and rules made thereunder.
All employees (permanent, contractual, temporary and
trainees) are covered under this policy.

The Company has not received any complaint of sexual
harassment during the financial year 2024-25.

The Company has complied with the provisions relating
to constitution of Internal Complaints Committee under
POSH Act.

Whole Time Director & Chief Financial Officer
Certification

In terms of Regulation 17(8) of Listing Regulations, the
Company has obtained compliance certificate from the
Whole time Director and Chief Financial Officer.

Insolvency and Bankruptcy

There was no application made or proceeding pending
against the Company under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year under review.

The details of difference between amount of the valuation
done at the time of one time settlement and the valuation
done while taking loan from the banks or financial
institutions along with the reasons thereof.

During the financial year under review, there has been
no incident of one time settlement for loan taken from
the banks of financial institutions and hence not being
commented upon.

Acknowledgements

Your Directors place on record their deep appreciation of
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 an
industry leader. Your Directors also take this opportunity to
thank all the Shareholders, Clients, Dealers, Vendors, Banks,
Government and Regulatory Authorities for their continued
support and confidence in the Company''s Management.

On behalf of the Board of Directors
R N Agarwal

Place: Mumbai Chairman & Managing Director

Date: May 28, 2025 DIN: 00176440

---

Mar 31, 2024

The Directors are pleased to present the 31^st Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2024.

FINANCIAL RESULTS

		(Rs. in Lakhs)
Particulars	Year ended	Year ended
	March 31, 2024	March 31, 2023
Revenue from Operations and Other Income	1,30,260.34	1,77,849.74
Finance Costs	1,054.19	1,378.72
Other Expenses	1,11,701.66	1,58,115.63
Profit after Finance Costs and Other Expenses but before Depreciation and Taxation	17,504.49	18,355.39
Depreciation	3,741.27	3581.01
Profit before Tax	13,763.22	14,774.38
Provisions for Taxation	2,232.07	3,045.74
Deferred Tax	(1,015.14)	1,798.29
Net Profit for the year	12,546.29	9,930.35
Other Comprehensive Income (Net of Tax)	(80.42)	27.94
Total Comprehensive Income	12,465.87	9,958.29

State of Company''s Affairs

The Company has reported revenues of H1293.13 cr as against revenue of H1766.07 cr in previous financial year, showing decline of 26.78% due to reduction in selling prices, however cost of production also reduced due to corresponding decline in waste paper rates and cost of other inputs. EBIDTA in absolute value was therefore satisfactory at H185.59 cr [after considering impairment loss of Rs 7.92 cr] as against H197.34 cr in previous financial year whereas the profit after tax increased to H125.46 cr as against H99.30 cr in previous year due to lower tax provision.

The overall production was 248694 MT [including 93 MT from new duplex board plant as against 270941 MT in the previous year [which included 25244 MT from closed Unit-3 at Vapi w.e.f January 6, 2023.]

Transfer to reserves

There was no transfer made to the General Reserve.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''SEBI Listing Regulations'') the Board of Directors of the Company (the ''Board'') formulated and adopted the Dividend Distribution Policy (the ''Policy''). The Policy is available on our website at https:// nrail.com/company_policies.html

Dividend

The Directors are pleased to recommend a dividend of H2/-per share (i.e. 20%) on equity shares of the Company of 10/-

each for the year ended March 31, 2024. If the dividend, as recommended above, is declared by the Members at the ensuing Annual General Meeting (''AGM''), the total outflow towards dividend on Equity Shares for the year would be H3.40 Crores.

Change in Nature of Business

There is no change in the nature of business of the Company during the financial year ended March 31, 2024.

Material Changes and Commitments affecting financial position of the Company occurred between March 31, 2024 and date of this report

There are no material changes and commitments which affected the financial position of the Company between March 31, 2024 and date of this report.

Number of Meetings of the Board of Directors

There were four meetings of the Company''s Board of Directors during the financial year 2023-24 such that the intervening gap between the two Board Meetings was within the period prescribed under the Companies Act, 2013 (the Act) and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). Details of the meetings are given in the Corporate Governance Report which forms part of the Annual Report.

Credit Rating

The current credit rating of the Company has been reaffirmed to a Long Term Rating of (ICRA) A Stable and Short Term Rating of (ICRA) A1 for bank loan facilities aggregating to H775 Crores.

Directors and Key Managerial Personnel

Smt. Reena Agarwal, (DIN: 00178743) Executive Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment in terms of the provisions of Section 152 of the Companies Act, 2013.

Shri Ashok Kumar Bansal (DIN: 07325904) resigned as the Executive Director from close of July 31, 2023 and the Board places on record its appreciation for his contribution towards the growth of the Company during his tenure.

Shri P K Mundra (DIN: 10258728) was appointed as an

Additional and Whole Time Director, designated as Executive Director of the Company by the Board of Directors for a period of three years w.e.f. August 03, 2023. His appointment was confirmed by the shareholders at the Annual General Meeting held on September 28, 2023. He was also appointed as the Chief Financial Officer of the Company w.e.f May 11, 2023.

Shri K L Chandak (DIN: 00013487) was appointed as an Independent Director of the Company for a period of 5 years with effect from September 28, 2023 by way of approval of Members in the previous Annual General Meeting. In the opinion of the Board, Shri K L Chandak possesses necessary integrity, expertise and experience (including the proficiency) which will be beneficial for the Company''s growth.

The Board of Directors of the Company has proposed re-appointment of Shri R N Agarwal, (DIN: 00176440) as Managing Director of the Company for a further period of 3 years with effect from August 01, 2024 at the ensuing Annual General Meeting. The necessary Special Resolution for reappointment of Shri R N Agarwal as a Managing Director of the Company has been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about him.

The Board of Directors of the Company has, pursuant to the provisions of Section 149 and other applicable provisions of the Act and based on Smt. Sunita Nair''s skills, expertise and performance evaluation, proposed the re-appointment of Smt. Sunita Nair (DIN: 08701609) (whose term expires on March 31, 2025) as a Non-Executive Independent Director of the Company for the second term of five years. The proposal for her reappointment for second term of five years is being placed before the shareholders for their approval at the ensuing Annual General Meeting.

The necessary Special Resolution for re-appointment of Smt. Sunita Nair as a Non-Executive Independent Director of the Company for a second term of five years has been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about her.

With a view to strengthen the Board and to meet the regulatory requirements, the Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee, recommend the appointment of Shri Sanjay Sinha (DIN: 08253225) and Shri Neeraj Golas (DIN:

06566069) as Non-Executive Independent Directors of the Company w.e.f. the date of ensuing Annual General Meeting to hold office for a period of five years. The necessary special resolutions in this regard are proposed at Item nos. 5 and 6 of the notice of ensuing Annual General Meeting.

There has been no other change with respect to the Directors and Key Managerial Personnel during the financial year 2023-24.

Independent Directors'' Declaration

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Listing Regulations as amended from time to time and there has been no change in the circumstances which may affect their status as Independent Director during the year. In the opinion of the Board, the Independent Directors possess appropriate balance of skills, experience and knowledge, as required. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Audit Committee

The primary objective of the Committee is to monitor and provide effective supervision of the Management''s financial reporting process, to ensure accurate and timely disclosures with the highest levels of transparency, integrity and quality of financial reporting. There have been no instances of nonacceptance of any recommendation of the Audit Committee.

The Committee members met four times during the year under review. Details of the meetings are given in the Corporate Governance Report including the Committee''s composition.

Vigil Mechanism/ Whistle Blower Policy

The Company has adopted a Whistle Blower Policy dealing with any instance of fraud or any unethical or improper practices. The policy is available on the Company''s website. A copy of this policy prescribes adequate safeguards against the victimization of employees who avail the mechanism and also provide direct access to the Audit Committee Chairman. It is affirmed that no Company personnel has been denied

access to the Audit Committee. The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Company''s website at https://nrail.com/company_policies.html

Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee is responsible for developing the competency requirements of the Board, based on the industry and the Company''s individual strategy. The Board''s Composition Analysis reflects an in-depth understanding of the Company''s strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board, on a periodic basis, inter-alia on a Director''s appointment or re-appointment, which is envisaged every time. The Committee is also responsible for reviewing and vetting the CVs of potential candidates'' vis-a-vis the requisite competencies and meeting potential candidates prior to making nomination recommendations to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes & Independence of a Director

The Nomination and Remuneration Committee has, besides the requisite qualifications & experience formulated the criteria for determining positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

Independence: A Director will be considered as an ''Independent Director'' if he/ she meets with the criteria for ''Independent Director'' as laid down in the Act and Regulation 16(1)(b) of the Listing Regulations.

Other factors: A transparent Board nomination process is in place that encourages thought, experience, knowledge, perspective, age and gender diversity. It is also ensured that the Board has an appropriate blend of functional and industrial expertise. While recommending Director Appointments, the Nomination and Remuneration Committee considers the manner in which the individual function and domain expertise will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong inter-personal relations and communication skills besides soundness of judgment. Independent Directors are also expected to abide by the ''Code for Independent Directors'' as outlined in Schedule IV to the Act.

Remuneration Policy

The Company has adopted the Nomination and Remuneration Committee Charter which includes the Company''s policy on Directors'' appointment and remuneration besides the criteria for determining the qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013 and SEBI Regulations.

Pursuant to Section 178(4) of the Companies Act, 2013 and SEBI Regulations, the Company also adopted remuneration policy relating to remuneration for the Directors, Key Managerial Personnel and Senior Executives. The remuneration policy is attached as Annexure 1 and is also available on Company''s website http://www.nrail.com/ company_policies.html.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of Listing Regulations, the Board has carried out the annual performance evaluation of its own performance as well as the evaluation of the working of its Committees. The criteria for performance evaluation of the Board and Committees included aspects such as composition, structure, effectiveness of Board and Committee processes, etc.

A separate exercise was carried out to evaluate individual Directors'' performance including that of the Chairman & Managing Director and also the Whole Time Directors, who were evaluated on parameters such as engagement level, contribution, independence of judgment, safeguarding the Company interests and its minority shareholders etc.

A separate meeting of Independent Directors to review the performance of Non-Independent Directors, Committees, Board, and the Chairman was held on January 08, 2024.

The Board of Directors expresses its satisfaction with the evaluation process.

Directors'' Responsibility Statement

The Directors hereby confirm and declare that:-

(i) in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

(ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial year ended March 31, 2024 and of the profit of the Company for the year;

(iii) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they had prepared the annual accounts on a going concern basis;

(v) they had laid down internal financial controls to be followed by the Company and such controls are adequate and operating efficiently;

(vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating efficiently.

Internal Control over Financial Reporting

The Company has, in place, adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The report on the Internal Financial Control issued by the Statutory Auditors of the Company under the provisions of Companies Act, 2013 is given elsewhere in the report.

Details of Subsidiaries/ Joint ventures/Associates

The Company does not have any subsidiary/ joint ventures/ associates.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website on https://nrail.com/compliance_ reports.html

Auditors'' and Auditors'' Report

a. Statutory Auditors

M/s. GMJ & Co., Chartered Accountants, (Firm Registration No. 103429W) have been appointed as the Statutory Auditors of the Company for a second term of five years at the Annual General Meeting ("AGM") of the Company held on September 29, 2022, to hold office till the conclusion of the 34^th AGM of the Company to be held in the year 2027. M/s. GMJ & Co., Chartered Accountants, have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act.

The Auditors'' Report for the financial year ended March 31, 2024 does not contain any qualification, reservation or adverse remark.

During the year under review, there were no instances of fraud reported by the auditors, under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

b. Secretarial Auditors

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Parikh & Associates, Practising Company Secretaries for the financial year 2023-24, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure 2.

The Secretarial Audit Report for the financial year ended March 31, 2024 does not contain any qualification, reservation or adverse remark.

c. Cost Auditors and Maintenance of Cost Records

M/s V. J. Talati & Co., Cost Accountants, had been appointed to conduct Cost Audits for all the units of the Company for the year ending March 31, 2024 in terms of Section 148 of the Act read with Companies (Audit and Auditors) Rules, 2014 and, as required, Cost Audit Report for the financial year 2022-23 was duly filed with Ministry of Corporate Affairs, Government of India on August 23, 2023.

The Cost Audit of the Company for the financial year ended March 31, 2024 shall be conducted by the said firm and the report shall be filed with the Ministry of Corporate Affairs within the prescribed timelines.

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

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure 3 attached and forms part of this Report.

Particulars of Employees & Related Disclosures

The information required under Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is furnished in Annexure 4.

The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Act, the report and accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining the same may write to the Company Secretary at the registered office of the Company.

Public Deposits

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2024.

Significant and Material Orders passed by the Regulators

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations.

Particulars of Loans, Guarantees, Securities or Investments

Particulars of loans, guarantees given and investments made or securities provided during the year under review in accordance with Section 186 of the Act are stated in the Notes to Accounts which forms part of this Annual Report.

Related Party Transactions

''Particulars of transactions with Related Parties'' pursuant

to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure 5.

There are no materially significant related party transactions made by the Company with Promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the Company at large.

The Board of Directors have approved a policy on related party transactions which is placed on the Company''s website at the web link: https://nrail.com/company_policies.html

Risk Management

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and relevant provisions of Listing Regulations, the Company has adopted Risk Management Policy for identification and implementation of Risk Mitigation Plan for the Company. The Company has laid down appropriate procedures to inform the Board about the risk assessment and minimization procedures. The Board periodically revisits and reviews the overall risk management plan for making desired changes in response to the dynamics of the business.

Corporate Social Responsibility (CSR) Initiatives

Section 135 of the Companies Act, 2013 mandates every Company having a minimum net worth threshold limit, turnover or net profit, as prescribed, to constitute a Corporate Social Responsibility Committee, formulating a Corporate Social Responsibility Policy that shall indicate activities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013 and duly approved by the Board as well as fix the amount of expenditure to be incurred on the activities and monitor the CSR Policy from time to time.

In accordance with the applicable laws, the Company has constituted a CSR Committee of the Board and formulated a CSR Policy. The focus areas of CSR Policy are education, preventive health care, sanitation, environment and engagement. During the financial year 2023-24, the Company has spent a total amount of H2.72 cr towards CSR initiatives.

The CSR Report, forming part of this Report, is furnished in Annexure 6.

Corporate Governance & Management Discussion & Analysis

The Corporate Governance Report and Management''s Discussion & Analysis Report and the Auditor''s Certificate regarding compliance with conditions of Corporate Governance, forms part of the Annual Report.

Listing Fees

The Company has paid the listing fees to BSE and NSE for the financial year 2023-24.

Insider Trading Regulations and Code of Disclosure

The Board of Directors have adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 which is available on our website at the web link https:// www.nrail.com/company_policies.html

Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

Human Resources

There is a continuous effort to improve the working environment with focus on employee well-being and capability building to enable them to perform at their best for the Company. The Company develops leaders at global platforms at regular intervals as a part of its commitment to engage and retain talent. The Company offers robust leadership development efforts to hone employee skills and help keep the Company ahead of the curve.

People are the real strength of the Company while pursuing best-in-class performance. The Company is significantly increasing investment in its employees with training and development. NRAIL invests in training and knowledge at all levels in order to align employees with requirements on safety, customer support, market needs, operational

excellence, technology upgradation, process improvements, innovation and behavioral competencies.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The Company has not received any complaint of sexual harassment during the financial year 2023-24.

The Company has complied with the provisions relating to constitution of Internal Complaints Committee under POSH Act.

Whole Time Director & Chief Financial Officer Certification

In terms of Regulation 17(8) of Listing Regulations, the Company has obtained compliance certificate from the Whole -Time Director and Chief Financial Officer.

Insolvency and Bankruptcy

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy

Code, 2016 (31 of 2016) during the year under review.

The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof.

During the financial year under review, there has been no incident of one time settlement for loan taken from the banks of financial institutions and hence not being commented upon.

Acknowledgements

Your Directors place on record their deep appreciation of 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 an industry leader. Your Directors also take this opportunity to thank all the Shareholders, Clients, Dealers, Vendors, Banks, Government and Regulatory Authorities for their continued support and confidence in the Company''s Management.

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Mar 31, 2023

The Directors are pleased to present the 30th Annual Report together with the Audited Financial Statements of the Company for the year ended March 31,2023.

FINANCIAL RESULTS		(Rs. in Lakh)
Particulars	Year ended	Year ended
	March 31, 2023	March 31, 2022
Revenue from Operations and Other Income	177,849.74	162,793.52
Finance Costs	1,378.72	2,522.67
Gross Profit after Finance Costs but before Depreciation and Taxation	18,355.39	12,901.05
Depreciation	3,581.01	3,439.85
Profit before Tax and Exceptional Items	14,774.38	9,461.20
Exceptional Items	-	-
Profit before Tax and after Exceptional Items	14,774.38	9,461.20
Provisions for Taxation	3,045.74	1,657.81
Tax expense of previous year (net)	-	-
Deferred Tax	1,798.29	1,701.24
Net Profit for the year	9,930.35	6,102.15
Other Comprehensive Income (Net of Tax)	27.94	23.55
Total Comprehensive Income	9,958.29	6,125.70

State of Company''s Affairs

The financial year 2022-23 was the first year of revival of the economy post Covid-19 and this is reflected in revival of paper sector in general and working of the Company as well. We are therefore glad to inform you that, the Company reported record revenues of R1,766.07 cr as against revenue of R 1,616.51 cr in previous financial year, showing a growth of 9.25%. The EBIDTA was R197.34 cr as against R154.24 cr in previous financial year due to improved realisation whereas the profit after tax strengthened to R99.30 cr as against R61.02 cr in previous year. The overall production was 270,941 MT as against 304,759 MT in the previous year due to closure of Unit-3 at Vapi.

Material Changes and Commitments affecting financial position of the Company occurred between March 31,2023 and date of this report

There are no material changes and commitments which affected the financial position of the Company between March 31,2023 and date of this report.

Number of Meetings of the Board of Directors

There were four meetings of the Company''s Board of Directors during the financial year 2022-23. Details of the meetings are given in the Corporate Governance Report.

Transfer to reserves

There was no transfer made to the General Reserve.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''SEBI Listing Regulations’) the Board of Directors of the Company (the ''Board’) formulated and adopted the Dividend Distribution Policy (the ''Policy’). The Policy is available on our website at https://nrail.com/company_policies.html

Dividend

The Company wishes to retain its profits for future growth and expansion activities and hence, your Directors decided

not to recommend payment of dividend for the financial year under review.

Credit Rating

The current credit rating of the Company has been reaffirmed to a Long Term Rating of (ICRA) A Stable and Short Term Rating of (ICRA) A1 for bank loan facilities aggregating to R775 cr.

Directors and Key Managerial Personnel

Shri Rohan Agarwal, (DIN 08583011) Executive Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment in terms of the provisions of Section 152 of the Companies Act, 2013.

During the year, the tenure of Shri Rohan Agarwal (DIN 08583011) as the Whole Time Director completed on November 01, 2022. The Board of Directors approved the re-appointment of Shri Rohan Agarwal, as Whole Time Director for a further period of three years with effect from November 04, 2022. The said re-appointment was approved by the Members of the Company through Postal Ballot which was held on February 23, 2023.

Shri Ashok Kumar Bansal (DIN 07325904) resigned as the Executive Director from close of July 31, 2023 and the Board appreciates his contribution to the growth of the Company during his tenure.

Shri P K Mundra (DIN: 10258728) was appointed as an Additional and Whole Time Director, designated as Executive Director of the Company by the Board of Directors w.e.f. August 03, 2023 for a period of three years subject to the approval of members at the ensuing Annual General Meeting. He was also appointed as the Chief Financial Officer of the Company w.e.f May 11,2023.

Shri R K Bakshi (DIN 00264007) has been re-appointed as an Independent Director on the Board of the Company, not liable to retire by rotation, for a second term, w.e.f February 01,2023 to September 30, 2027. The said re-appointment was approved by the Members of the Company through Postal Ballot held on February 23, 2023.

With a view to strengthen the Board and to meet the regulatory requirements, the Board of Directors of the Company on the recommendation of Nomination and

Remuneration Committee recommend the appointment of Shri K L Chandak (DIN: 00013487) as an Independent Director of the Company to hold office for a period of five years. The necessary special resolution in this regard is proposed at Item No. 5 of the notice of ensuing annual general meeting.

Shri Dipankar Rai (PAN AFNPR7894H) resigned as the Chief Financial officer w.e.f. May 31, 2022. Shri Basant Kumar Bansal (PAN AACPB4928Q) was appointed as the Chief Financial Officer w.e.f November 04, 2022 and he resigned w.e.f November 30, 2022 due to personal reasons.

There has been no other change with respect to the Directors and Key Managerial Personnel during the year 2022-23.

Independent Directors Declaration

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Listing Regulations as amended from time to time and there has been no change in the circumstances which may affect their status as Independent Director during the year. In the opinion of the Board, the Independent Directors possess appropriate balance of skills, experience and knowledge, as required. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Audit Committee

The primary objective of the Committee is to monitor and provide effective supervision of the Management''s financial reporting process, to ensure accurate and timely disclosures with the highest levels of transparency, integrity and quality of financial reporting. There have been no instances of non-acceptance of any recommendation of the Audit Committee.

The Committee members met four times during the year under review. Details of the meetings are given in the Corporate Governance Report including the Committee''s composition.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy dealing with any instance of fraud or any unethical or improper practices. The policy is available on the Company’s website. A copy of this policy prescribes adequate safeguards against the victimization of employees who avail of the mechanism and also provide direct access to the Audit Committee Chairman. It is affirmed that no Company personnel has been denied access to the Audit Committee. The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Company’s website at http://www.nrail. com/company_policies.html

Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee is responsible for developing the competency requirements of the Board, based on the industry and the Company’s individual strategy. The Board''s Composition Analysis reflects an in-depth understanding of the Company’s strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board, on a periodic basis, inter-alia on a Director’s appointment or re-appointment, which is envisaged every time. The Committee is also responsible for reviewing and vetting the CVs of potential candidates’ vis-a-vis the requisite competencies and meeting potential candidates prior to making nomination recommendations to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes & Independence of a Director

The Nomination and Remuneration Committee has, besides the requisite qualifications & experience formulated the criteria for determining positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

Independence: A Director will be considered as an ''Independent Director’ if he/ she meets with the criteria for ''Independent Director’ as laid down in the Act and Regulation 16(1)(b) of the Listing Regulations.

Other factors: A transparent Board nomination process is in place that encourages thought, experience, knowledge, perspective, age and gender diversity. It is also ensured that the Board has an appropriate blend of functional and industrial expertise. While recommending Director Appointments, the Nomination and Remuneration Committee considers the manner in which the individual function and domain expertise will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong inter-personal relations and communication skills besides soundness of judgment. Independent Directors are also expected to abide by the ''Code for Independent Directors’ as outlined in Schedule IV to the Act.

Remuneration Policy

The Company has adopted the Nomination and Remuneration Committee Charter which includes the Company''s policy on Directors'' appointment and remuneration besides the criteria for determining the qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013.

Pursuant to Section 178(4) of the Companies Act, 2013, the Company also adopted remuneration policy relating to remuneration for the Directors, Key Managerial Personnel and Senior Executives. The remuneration policy is attached as Annexure 1 and is also available on Company''s website http://www.nrail.com/company_policies.html.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of Listing Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance as well as the evaluation of the working of its Committees. The criteria for performance evaluation of the Board and Committees included aspects such as composition, structure, effectiveness of Board and Committee processes, etc.

A separate exercise was carried out to evaluate individual Directors’ performance including that of the Chairman & Managing Director and also the Whole Time Directors, who were evaluated on parameters such as engagement level,

contribution, independence of judgment, safeguarding the Company interests and its minority shareholders etc.

The Board of Directors expresses its satisfaction with the evaluation process.

Directors'' Responsibility Statement

The Directors hereby confirm and declare that:-

(i) in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

(ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial year ended March 31, 2023 and of the profit of the Company for the year;

(iii) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they had prepared the annual accounts on a going concern basis;

(v) they had laid down internal financial controls to be followed by the Company and such controls are adequate and operating efficiently;

(vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating efficiently.

Internal Control over Financial Reporting

The Company has, in place, adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The report on the Internal Financial Control issued by the Statutory Auditors of the Company under the provisions of Companies Act, 2013 is given elsewhere in the report.

Details of Subsidiaries/ Joint ventures/Associates

The Company does not have any subsidiary/ joint ventures/ associates.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company’s website on http://www.nrail.com/ company_policies.html

Auditors'' and Auditors'' Report

a. Statutory Auditors

M/s. GMJ & Co., Chartered Accountants, (Firm Registration No. 103429W) have been appointed as the Statutory Auditors of the Company for a second term of five years at the Annual General Meeting ("AGM") of the Company held on September 29, 2022, to hold office till the conclusion of the 34th AGM of the Company to be held in the year 2027. M/s. GMJ & Co., Chartered Accountants, have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act.

The Auditors’ Report for the financial year ended March 31,2023 does not contain any qualification, reservation or adverse remark.

During the year under review, there were no instances of fraud reported by the auditors, under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

b. Secretarial Auditors

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Parikh & Associates, Practising Company Secretaries for the financial year 2022-23, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure 2.

The Secretarial Audit Report for the financial year ended March 31, 2023 does not contain any qualification, reservation or adverse remark.

c. Cost Auditors

M/s V.J.Talati & Co., Cost Accountants, had been appointed to conduct Cost Audits for all the units of the Company for the year ending March 31,2023 in terms of Section 148 of the Act read with Companies (Audit and Auditors) Rules, 2014 and, as required, Cost Audit

Report for the financial year 2021-22 was duly filed with Ministry of Corporate Affairs, Government of India on June 14, 2022.

The Cost Audit of the Company for the financial year ended March 31, 2023 was conducted by the said firm and the report shall be filed with the Ministry of Corporate Affairs within the prescribed timelines.

Technology Absorption, Energy Conservation & Foreign Exchange Earnings & Outgo

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure 3 attached and forms part of this Report.

Particulars of Employees & Related Disclosures

The information required under Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is furnished in Annexure 4.

The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Act, the report and accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining the same may write to the Company Secretary at the registered office of the Company.

Public Deposits

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on March 31,2023.

Significant and Material Orders passed by the Regulators

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations.

Particulars of Loans, Guarantees or Investments

The Company has not made any loans, guarantees,

investments covered under provisions of Section 186 of the Companies Act, 2013.

Related Party Transactions

''Particulars of transactions with Related Parties’ pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure 5.

There are no materially significant related party transactions made by the Company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the Company at large.

The Board of Directors have approved a policy on related party transactions which is placed on the Company''s website at the web link: http://www.nrail.com/ companypolicies.html

Risk Management

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and relevant provisions of Listing Regulations, the Company has adopted Risk Management Policy for identification and implementation of Risk Mitigation Plan for the Company. The Company has laid down appropriate procedures to inform the Board about the risk assessment and minimization procedures. The Board periodically revisits and reviews the overall risk management plan for making desired changes in response to the dynamics of the business.

Corporate Social Responsibility (CSR) Initiatives

Section 135 of the Companies Act, 2013 mandates every Company having a minimum net worth threshold limit, turnover or net profit, as prescribed, to constitute a Corporate Social Responsibility Committee, formulating a Corporate Social Responsibility Policy that shall indicate activities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013 and duly approved by the Board as well as fix the amount of expenditure to be incurred on the activities and monitor the CSR Policy from time to time.

Since your Company falls within the minimum threshold limit, it has constituted a CSR Committee of the Board and formulated a CSR Policy. The focus areas of CSR Policy are education, preventive health care, sanitation, environment and engagement. During the financial year 2022-23, the

Company has spent a total amount of R2.50 cr towards CSR initiatives.

The CSR Report, forming part of this Report, is furnished in Annexure 6.

Corporate Governance & Management Discussion & Analysis

The Corporate Governance Report and Management''s Discussion & Analysis Report and the Auditor’s Certificate regarding compliance with conditions of Corporate Governance, forms part of the Annual Report.

Listing Fees

The Company has paid the listing fees to BSE and NSE for the year 2022-2023.

Insider Trading Regulations and Code of Disclosure

The Board of Directors have adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 which is available on our website at the web link https:// www.nrail.com/company_policies.html

Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

Human Resources

There is a continuous effort to improve the working environment with focus on employee well-being and capability building to enable them to perform at their best for the Company. The Company develops leaders at global platforms at regular intervals as a part of its commitment to engage and retain talent. The Company offers robust leadership development efforts to hone employee skills and help keep the Company ahead of the curve.

People are the real strength of the Company while pursuing best-in-class performance. The Company is

significantly increasing investment in its employees with training and development. NRAIL invests in training and knowledge at all levels in order to align employees with requirements on safety, customer support, market needs, operational excellence, technology upgradation, process improvements, innovation and behavioral competencies.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The Company has not received any complaint of sexual harassment during the financial year 2022-23.

The Company has complied with the provisions relating to constitution of Internal Complaints Committee under POSH Act.

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

Acknowledgements

Your Directors place on record their deep appreciation of 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 an industry leader. Your Directors also take this opportunity to thank all the Shareholders, Clients, Dealers, Vendors, Banks, Government and Regulatory Authorities for their continued support and confidence in the Company''s Management.

On behalf of the Board of Directors

Place: Mumbai R N AGARWAL

Date: August 03, 2023 Chairman & Managing Director

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Mar 31, 2015

Dear Members,

The Directors hereby present their Twenty Second Annual Report together with Audited Statement of Accounts for the year ended March 31,2015.

FINANCIAL RESULTS

(Rs in Lacs)

Year ended Year ended Particulars March 31,2015 March 31,2014

Revenue from Operations and Other Income 73071.91 54434.25

Finance Costs 3561.32 1151.03

Gross Profit after Finance Costs but 48.80 1101.61 before Depreciation and Taxation

Depreciation 1765.63 1031.07

Profit before Tax and Exceptional Items (1716.83) 70.54

Exceptional Items - -

Profit before Tax and after Exceptional Items (1716.83) 70.54

Provisions for Taxation 0.48 16.37

Deferred Tax 1626.15 8.96

Net Profit for the year (3343.46) 45.21

Balance in Statement of Profit and Loss 8408.03 8362.82

Amount available for Appropriation 5064.58 8408.03

Depreciation on transition to Schedule II of the

Companies Act, 2013 (net of deferred tax) (90.33) -

Balance carried to Balance Sheet 4974.25 8408.03

OVERVIEW OF THE ECONOMY

The industry growth was muted due to economic slowdown and decrease in spending across the board. With gradual improvement in the economy and growth drivers such as changing lifestyles, increasing organized retail and government spending on education in place, the paper and board consumption is bound to increase. However, increased supply in domestic market due to new capacities and cheaper imports from Asean countries at zero duty are likely to pose some challenges in the short term.

The Government envisages GDP growth to accelerate to 8% in FY 16 driven by strengthening macroeconomic fundamentals and implementation of policy reforms recently announced. Reforms currently underway such as GST implementation, Amendment to Land Acquisition Bill, Labour Reforms, etc. are expected to provide the requisite thrust for growth in the medium-term.

FINANCIAL PERFORMANCE

The Company's sales during the year increased to Rs 724.96 Crore (up 34%) from Rs 540.53 Crore in the previous year. The Operating Profit (PBIDT) stood at Rs 36.10 Crore, however, the Company recorded a loss of Rs 17.17 Crore as a result of higher interest and depreciation burden arising from commissioning of Company's new project (Rs 330 Crore) at Sarigam, Gujarat, slower ramp up of production and severe cost increase. Total production at 219,907 tonnes and Sales at 218,455 tonnes represented an increase of 29% and 28% respectively over the previous year. Overall capacity utilization (including new plant) was 87%.

The work on Sarigam Project is completed and Company has already commenced production in the previous year itself. As on March 31, 2015, the Company has incurred capital expenditure of approximately Rs 330 Crore.

EXPORTS

The Company continued to fare well in export markets. During the year, the exports increased to Rs 66.08 Crore (up 47%) from Rs 45.06 Crore in the previous year.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

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

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

There were 4 (Four) meetings of the Board of Directors of the Company during the financial year 2014-15.

DIVIDEND

In view of the loss, the Directors of the Company have not recommended any dividend for the financial year 2014-15.

DIRECTORS & KEY MANGERIAL PERSONNEL

In accordance with provisions of Section 152 of the Companies Act, 2013, Smt. Reena Agarwal, Executive Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

During the financial year 2014-15, Smt. Reena Agarwal was appointed as an Additional Director of your Company at the meeting of the Board of Directors held on August 8, 2014 and her appointment as the Executive Director was approved by the shareholders at the Annual General Meeting held on September 20, 2014.

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1,2014, the Members approved the appointment of Shri S N Chaturvedi, Shri P Kumar and Shri C R Radhakrishnan as Independent Directors for a term of five years at the Annual General Meeting held on September 20, 2014.

Shri R N Agarwal has been re-appointed as the Managing Director of the Company with effect from August 1,2015 for a further period of three years. The resolution seeking approval of the Members for re-appointment of Shri R N Agarwal has been incorporated in the notice of the forthcoming Annual General Meeting of the Company.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1,2014, the appointments of Shri R N Agarwal, Chairman & Managing Director, Shri Raunak Agarwal, Whole Time Director, Shri Gopal Uchil, Chief Financial Officer and Ms. Hemali Shah, Company Secretary & Compliance Officer were formalized as the "Key Managerial Personnel" of the Company.

During the year, the Company also appointed Shri R H K Sinha as the President & CEO, in the category of Key Managerial Personnel of the Company with effect from November 14, 2014.

Ms. Hemali Shah resigned as the Company Secretary & Compliance Officer of the Company, with effect from February 28, 2015. Shri R H K Sinha also resigned as the President & CEO of the Company with effect from May 31,2015. The Board expresses it gratitude to Shri R H K Sinha and Ms. Hemali Shah for the services rendered by them during their tenure with the Company.

Ms. Pooja Daftary has been appointed as the Company Secretary & Compliance Officer with effect from March 1, 2015 and is designated as "Key Managerial Personnel" of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

Shri S N Chaturvedi, Shri P Kumar and Shri C R Radhakrishnan, Independent Directors, have submitted a declaration that each of them meets the criteria of independence as provided in sub- section (6) of Section 149 of the Act and that there has been no change in the circumstances which may affect their status as Independent Directors during the year. In the opinion of the Board, the Independent Directors possess appropriate balance of skills, experience and knowledge, as required.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Composition of the Audit Committee has been detailed in the Corporate Governance Report.

VIGIL MECHANISM

In accordance with the provisions of Section 177(9) of the Act and Clause 49 of the Listing Agreement, the Company has adopted a Whistle Blower Policy ("Vigil Mechanism") to provide a mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy prescribes adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been so far, denied access to the Audit Committee.

PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board Composition Analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director's appointment or re-appointment is envisaged. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-a-vis the required competencies and meeting potential candidates prior to making recommendations for their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Clause 49 of the Listing Agreement.

Independence: In accordance with the above criteria, a Director will be considered as an 'Independent Director' if he/ she meets with the criteria for 'Independent Director' as laid down in the Act and Clause 49 of the Listing Agreement.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong inter-personal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the 'Code for Independent Directors' as outlined in Schedule IV to the Act.

REMUNERATION POLICY

The Board of Directors has formulated a policy which lays down the framework in relation to remuneration of Directors, Key Managerial and Senior Managerial Personnel of the Company pursuant to the provisions of the Act and Clause 49 of the Listing Agreement.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. The Remuneration Policy of the Company has been annexed as Annexure 1.

EVALUATION OF THE BOARD'S PERFORMANCE

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non- Independent Directors was carried out by the Independent Directors.

The Board of Directors expresses its satisfaction with the evaluation process.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, confirm that:

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

(ii) 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 loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate system of internal controls to ensure that all the assets are safeguarded and are productive. Necessary checks and balances are in place to ensure that transactions are adequately authorized and reported correctly. The Internal Auditors of the Company conduct Audits of various departments to ensure that the necessary controls are in place. The Audit Committee of the Board reviews these and the Company takes corrective actions whenever needed.

DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The Company does not have any subsidiary/ joint ventures/ associates.

EXTRACT OF ANNUAL RETURN

As required under sub Section (3) of Section 92 of the Act, the extract of annual return is enclosed, which forms part of the Directors' Report as Annexure 2.

AUDITORS

(1) Statutory Auditors:

Messrs Chaturvedi & Partners, Chartered Accountants, the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and being eligible for re-appointment, they have furnished certificates of their eligibility for re-appointment as required under Companies Act, 2013. Members are requested to consider their re-appointment and authorize the Board of Directors to fix their remuneration.

The Auditors' Report for the financial year ended March 31,2015 does not contain any qualification, reservation or adverse remark.

(2) Secretarial Auditors:

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Messrs Parikh & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended March 31,2015. The Secretarial Audit Report is annexed as Annexure 3.

The Secretarial Audit Report for the financial year ended March 31, 2015 does not contain any qualification, reservation or adverse remark. The reasons for unspent amount of CSR expenditure is explained in the Report on Corporate Social Responsibility Activities forming part of this Directors' Report.

(3) Cost Auditors:

Pursuant to the provisions of Section 148 of the Act read with Companies (Audit and Auditors) Rules, 2014, Messrs N. Ritesh & Associates, Cost Accountants, Mumbai have been appointed to conduct Cost Audits for all the units of the Company for the year ending March 31,2016

The due date for filing of the Cost Audit Report for the financial year 2013-14 was September 30, 2014. The Company has filed the Report with the Ministry of Corporate Affairs on the due date i.e. September 30, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure 4.

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) and Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 5.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public. The Company has repaid all the deposits outstanding as on March 31, 2014 as stipulated under the provisions of Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

There are no significant or material orders passed by any regulator or court that would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any investments during the year. The Company has not given any loans or guarantees or provided any security during the year.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties, pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure 6.

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

The Company has adopted a Related Party Transactions Policy and the same is uploaded on the Company's website at the web link: http://www.nrail.com/company policies.html.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Clause 49 of the Listing Agreement. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve this key objective, the policy provides for a structured and disciplined approach to Risk Management. In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: regulations, competition, business risk, technology obsolescence, investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk, etc.

As a matter of policy, these risks are regularly assessed and appropriate steps are taken to mitigate the same.

CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility Committee which has formulated and recommended to the Board, a Corporate Social Responsibility Policy and the activities to be undertaken by the Company. The policy and the plan has been approved by the Board.

As part of CSR initiatives, your Company has during the financial year 2014-15 undertaken projects in areas of promoting education, preventive health care and sanitation, environmental sustainability and measures for benefits of villagers in rural areas of Vapi.

These projects are in accordance with Schedule VII of the Companies Act, 2013. The Company has spent Rs 10.89 lakhs towards the CSR projects during the financial year 2014-15.

The average net profit of the Company computed as per Section 198 of the Act, for the immediately preceding three financial years was Rs 789.38 lakhs. Hence, the Company was required to spend Rs 15.78 lakhs on CSR activities during the Financial Year 2014-15, being 2% of the average net profits of the three immediately preceding financial years. The Company has an unspent amount of Rs 4.88 lakhs in its CSR spend for the current year, which will be spent in the coming year.

The Report on CSR activities is annexed as Annexure 7.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee is set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under the policy. No complaint was received from any employee during the financial year 2014-15 and hence no such complaint was outstanding as on March 31, 2015 for redressal.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange, the Corporate Governance Report, Management Discussion and Analysis Report, and the Auditor's Certificate regarding compliance with conditions of Corporate Governance, forms part of the Annual Report.

HUMAN RESOURCE

The Company's human resources continue to be its biggest asset. The team has remained as committed as ever and produced results that are considered significant. Quality, quick delivery and focus on resolving customer issues are the hallmark of the team performance. There is a strong focus on TEAM spirit, during the year. Employee relations continue to be cordial.

APPRECIATION

Your Company is grateful to its valued customers for their continuous co-operation and patronizing its products. Sincere appreciation is also due to Financial Institutions and Banks for their continuous co-operation and assistance in meeting the financial requirements of the Company. Your Company would also like to thank its employees, vendors and other service providers for their confidence reposed and cooperation extended to the Company.

Last but not the least, your Directors wish to place on record their warm appreciation for your continuous support and encouragement.

On behalf of the Board of Directors

R N AGARWAL CHAIRMAN & MANAGING DIRECTOR

Mumbai, August 4, 2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report together with audited statement of accounts for the year ended March 31,2014.

FINANCIAL RESULTS

(Rs. in Lacs)

Year ended Year ended Particulars March 31,2014 March 31,2013

Net Sales/Income from Operations and Other Income 54,434.25 51,608.94

Finance Cost 1,151.03 1,035.60

Gross Profit after Finance Costs but before Depreciation and Taxation 1,101.61 1,472.42 Depreciation 1,031.07 945.77

Profit before Tax and Exceptional Items 70.54 526.65

Exceptional Item - -

Profit before Tax and after Exceptional Items 70.54 526.65

Provisions for Taxation 16.37 105.92

Deferred Tax 8.96 (38.45)

Net Profit for the year 45.21 459.19

Balance in Statement of Profit and Loss 8,362.82 7,903.63

Amount available for Appropriation 8,408.03 8,362.82

Balance carried to Balance Sheet 8,408.03 8,362.82

OPERATIONS AND BUSINESS PERFOMANCE

The shrinking operating profit margins, low liquidity, escalating debt cost, increasing competition, an overall suppressed consumer demand and adverse market conditions have become major concern for the Company in the last financial year. Despite of all the financial challenges the operations of the Company were not affected and Your Company has recorded a turnover of Rs. 54,053.02 lacs during 2013-14 against the turnover of Rs. 51,228.84 lacs during 2012-13 registering a growth of 5.51% over the turnover of the previous year.

The Company''s Earnings Before Interest, Depreciation and Tax (EBIDTA) during 2013-14 was Rs. 2,227.73 lacs. However Company''s Profit Before Tax (PBT) during 2013-14 has decreased from Rs. 526.65 lacs to Rs. 70.54 lacs registering a decline of 87%. The Earning per Share also reduced to Rs. 0.27 per share from Rs. 2.70 per share.

EXPANSION AND DEVELOPMENT PLAN

Liveraging a rich experience of over 25 years in the business of manufacturing and marketing various grades of paper, readymade and well-laid infrastructure in terms of land, energy (captive power), water availability, MOEF clearance and skilled resources, your Company has undertaken a landmark expansion by setting-up a 90,000 TPA paper machine for manufacturing Newsprint and Writing Printing at Sarigam, Gujarat State. With a view to reinforce its competitiveness in the market and secure energy availability, the new mill complex has also have a 15 MW Captive Power Plant, providing 100 percent self-reliance.

The project capital cost is optimally funded through a mix of promoter funds and rupee debt. The Sarigam Project commenced Commercial Production on July 21,2014.

EXPORTS

The Company continued to fair well in export markets where the exports increased by 65.44% from Rs. 2,723.36 lacs to Rs. 4505.59 lacs during 2013-14.

FOREST STEWARDSHIP COUNCIL (FSC) CERTIFICATION

Rainforest Alliance, who is accredited by the FSC, has awarded to the Company the Forest Stewardship Council (FSC) Certification, valid till October 7, 2017. FSC is an international certification and labeling system that guarantees that paper and wood products carrying the FSC label come from environmentally and socially responsible sources.

DEBT RESTRUCTURING

Further to the information furnished in the Directors'' Report for financial year 2012-13, after successful implementation of Corporate Debt Restructuring (CDR) package for its Rupee Term Loans, as approved by CDR EG, the Company has complied and continues to comply with the terms and conditions of CDR package. The Company has opened a Trust and Retention Account (TRA) with Bank of Baroda, Vapi on the terms and conditions set out in Trust and Retention Account Agreement. Further during the year Promoters have infused Rs. 1.20 Crs towards Promoter Contribution into the Company.

DIVIDEND

Considering the financials of the Company for the year 2013-14, the Board of Directors do not find it prudent to recommend any dividend for the FY 2013-14.

AUDITORS

The term of M/s. Chaturvedi & Partners, Chartered Accountants, Mumbai as Statutory Auditors, hold office till the conclusion of this Annual General Meeting and being eligible, they offer themselves for re-appointment. M/s Chaturvedi & Partners, Chartered Accountants, the existing auditors have furnished a certificate, confirming that if reappointed for the financial year 2014-15 their reappointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013. You are requested to appoint auditors and to fix their remuneration.

DEPOSITS

During the year under review the Company did not accept any fixed deposits from the public. The Company would repay the deposits as stipulated in the provisions of Companies Act, 2013.

DIRECTORS

Shri Mangilal Suthar resigned as Director of the Company with effect from August 8, 2014. Your directors place on record its appreciation of the valuable service and guidance given by him during the tenure of his directorship with the Company.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, the Board of Directors in their meeting held on August 8, 2014 appointed Smt. Reena Agarwal, as an Additional Director of the Company with immediate effect and she holds office upto the date of the ensuing Annual General Meeting. The Company has received requisite notice from a member proposing the name of Smt. Reena Agarwal for appointment as a Director of the Company.

As per the provisions of Section 149 of the Act, which has come into force with effect April 1, 2014, an independent director shall hold office for a term upto five consecutive years on the Board of a Company and is not liable to retire by rotation. In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Shri S. N. Chaturvedi, Shri C. R. Radhakrishnan and Shri P Kumar as Independent Directors are being placed before the Members in General Meeting for their approval.

In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made thereunder for appointment as Independent Directors and are independent of the management.

Appropriate resolutions for their appointment/re-appointment are being placed for approval of the members at AGM.

In accordance with the provisions of the Companies Act, 2013, Shri Raunak Agarwal, Whole Time Director retires by rotation at the Company''s ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Necessary resolutions for the approval of the members of the company for the appointment of and payment of remuneration to Smt. Reena Agarwal as Executive Director and reappointment of and payment of remuneration to Shri Raunak Agarwal pursuant to Section 197 of the Companies Act, 2013 read with Schedule V have been proposed at the ensuing Annual General Meeting.

The brief resume of these directors proposed to be appointed and re-appointed and their relevant information has been furnished in the Corporate Governance Report.

The Board, therefore, recommends their appointment / re-appointment as Directors of the Company.

Necessary resolution is also proposed for the approval of the shareholders to the waiver of excess remuneration paid to Shri. R. N. Agarwal for the FY 2013-14 and to the revision in remuneration payable to Shri R. N. Agarwal with effect from April 1,2014 for the residual period of his tenure upto July 31,2015.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, on the Company''s performance, industry trends and other material changes with respect to the Company is presented in a separate section forming part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure ''A'' to the Directors'' Report.

* Nature of employment is contractual.

* Gross Remuneration includes Salary from April, 2013 to December, 2013, Contribution to Provident Fund and Perquisite chargeable under the Income Tax Act, 1961

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Reports on Corporate Governance, Managing Director''s Certificate and Auditor''s Certificate regarding the compliance of conditions of Corporate Governance form part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed. There are no material departures from prescribed accounting standards;

b) the accounting policies selected and applied are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

c) 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;

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

HUMAN RESOURCE

Your Company is of the firm opinion that efficiency of its employees plays a key role in achieving set goals and building a competitive work environment. Employee relations continued to be harmonious and cordial at all levels and in all the units of the Company.

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

R N AGARWAL Chairman, Managing Director & CEO

Mumbai, August 8, 2014

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Mar 31, 2013

To the Members,

The Directors are pleased to present the 20th Annual Report together with the audited statement of accounts for the financial year ended March 31, 2013.

FINANCIAL RESULTS

(Rs.in lacs)

Particulars Year ended Year ended March 31,2013 March 31,2012

Net Sales/Income from Operations and Other Income 51,608.94 49,694.17

Finance Cost 1,035.60 1,027.74

Gross Profit after Finance Costs but before Depreciation and Taxation 1,472.42 2,662.85

Depreciation 945.77 903.35

Profit before Tax and Exceptional Items 526.65 1,759.50

Exceptional Item

Profit before Tax and after Exceptional Items 526.65 1,759.50

Provisions for Taxation 105.92 356.70

Deferred Tax (38.45) (6.70)

Net Profit for the year 459.19 1,409.50

Balance in Statement of Profit and Loss 7,903.63 6,775.49

Amount available for Appropriation 8,362.82 8,184.99

Appropriation:

Transfer to General Reserve 44.00

Proposed Dividend on Equity Shares 204.23

Corporate Dividend Tax 33.13

Balance carried to Balance Sheet 8,362.82 7,903.63

PERFORMANCE REVIEW AND OPERATIONS

Your Company has recorded a turnover of Rs. 51,228.84 lacs during the year 2012-13, registering a growth of 4% over the turnover of previous year.

However, profit before tax decreased from Rs. 1,759.50 lacs to Rs. 526.65 lacs registering a decline of 70.07 % whereas profit after tax decreased from Rs. 1,409.50 lacs to Rs. 459.19 lacs registering a decline of 67.42%. The Earning Per Share also reduced from Rs. 8.28 per share to Rs. 2.70 per share.

Inspite of recording a better sales number during the financial year 2012-13, the rising interest cost, rise in input cost and slowdown in global economies saw pressure on the Company''s financials during this period.

CORPORATE DEBT RESTRUCTURING

Due to delay in project implementation of the new plant situated at Sarigam, Dist. Umergaon, Gujarat on account of non receipt of approval from Government Authorities, it was necessary to restructure project debts of the Company to ensure that debt servicing can be sustained out of operational cash flows of the Company. To overcome these facilities, the Company embarked on debt restructuring under CDR mechanism. Your Board of Directors at their Board Meeting held on September 21, 2012, therefore took steps to initiate process for availing relief in terms of Restructuring of Advances by Banks / Corporate Debt Restructuring (CDR) Mechanism by making representation to the Lead Bank i.e. Bank of Baroda and got the approval of CDR on March 28, 2013. Under the CDR, certain term loans have been restructured with moratorium in repayment of installments and j certain relief has been provided in the interest.

DIVIDEND

As per the conditions mentioned in the Master Restructuring Agreement of CDR Package as well as constraints by the i Consortium Bankers of the Company, your Directors regret their j inability to propose any dividend for the year 2012-13.

During the year under review, the Company has credited Rs. 2.08 lacs, lying in the unpaid / unclaimed dividend to the Investor Education and Protection Fund (IEPF) pursuant to Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.

AUDITORS

M/s. Chaturvedi & Partners, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General ¦ Meeting and are eligible for re-appointment as auditors to hold office until the conclusion of the next Annual General Meeting of the Company. The Directors recommend that they be re- I appointed as Statutory Auditors of the Company for the current ; year

COST AUDIT

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, j the Board has appointed M/s. N Ritesh & Associates, Cost j Accountants as the Cost Auditors of the Company for audit of ! cost accounting records of the Company in respect of paper | products for the year ended March 31, 2013.

DEPOSITS

The Company did not accept any fixed deposits from the public and no fixed deposits were outstanding or unclaimed as on March 31, 2013.

DIRECTORS

In accordance with the provisions of Section 256 of the Companies Act, 1956, Shri R Kumar retires by rotation at the Company''s forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment..

Brief resume of the above Director, nature of his experience in specific functional areas and names of the Companies in which he holds Directorships and Membership/Chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are given in the section on Corporate Governance in the Annual Report.

The Remuneration paid to the Managing Director for the year ended March 31, 2013 crossed the overall limits of the profits due to various internal and external factors. The Board of Directors noted the foregoing and considering the comparative industry standards and significant role played by the Managing Director, the Board felt that the remuneration paid to him was in line with his long experience and expertise and accordingly ratified, confirmed and approved, subject to the approval of the Shareholders and of the Central Government, the payment of remuneration, in excess of the limits prescribed under Schedule XIII of the Companies Act, 1956 and decided to waive the recovery of the excess remuneration paid to him, subject to the approval of the Central Government in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure ''A'' to the Directors'' Report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Reports on Corporate Governance, Management Discussion and Analysis, Managing Director''s Certificate and Auditor''s Certificate regarding the compliance of conditions of Corporate Governance form part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed.There are no material departures from prescribed accounting standards;

b) the accounting policies selected and applied are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

c) 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;

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

HUMAN RESOURCE

Your Company is of the firm opinion that efficiency of its employees plays a key role in achieving set goals and building a competitive work environment. Employee relations continued to be harmonious and cordial at all levels and in all the units of the Company.

ACKNOWLEDGEMENT

Your Directors thank all the employees for the sincere efforts, active involvement and devoted services rendered.

Your Directors thank the shareholders of the Company for the confidence reposed in the Management of the Company.

Your Directors place on record their gratitude to the Customers, Suppliers, Company''s Bankers, Financial Institutions and State and Central Governement Authorities for their support and co- operation during the year under review.

For and on behalf of the Board of Directors

R N Agarwal

Chairman, Managing Director and CEO

Mumbai May 30, 2013

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Mar 31, 2012

The Directors have pleasure in submitting their Nineteenth Annual Report on the business and operation of the Company along with the Annual Accounts for the year ended on March 31, 2012.

FINANCIAL RESULTS

(Rs in Lacs)

Year ended Year ended

March 31, 2012 March 31,2011

Net Sales/Income from Operations and Other Income 49,694.17 46,999.62

Interest 1,027.74 766.04

Gross Profit after Interest but before Depreciation and Taxation 2,662.85 4,468.59

Depreciation 903.35 848.17

Profit before Tax and Exceptional Items 1,759.50 3,620.42

Exceptional Item - -

Profit before Tax and after Exceptional Items 1,759.50 3,620.42

Provisions for Taxation 356.70 860.16

Deferred Tax (6.70) (29.37)

Net Profit for the year 1,409.50 2,789.64

Balance in Statement of Profit and Loss 6775.49 4501.08

Amount available for Appropriation 8184.99 7290.71 Appropriation:

Transfer to General Reserve 44.00 158.00

Proposed Dividend on Equity Shares 204.23 306.34

Corporate Dividend Tax 33.13 50.88

Balance carried to Balance Sheet 7903.63 6775.49

DIVIDEND

The Directors are pleased to recommend a dividend of Rs 1.20 Per Equity Share [Previous year Rs 1.80 per equity share]. If the dividend, as recommended above, is declared by the Members at the Annual General Meeting, the total outflow towards dividend on equity shares for the year would be Rs 23,736,028 (including dividend tax).

COMPANY PERFORMANCE

During the financial year ended March 31, 2012 the Company recorded production of 131426 MT of Duplex Board, 7680 MT of Newsprint and 31031 MT of Kraft Paper as against 131106 MT of Duplex Board, 28476 MT of Newsprint and 3402 MT of Kraft Paper in previous financial year. During the year under review, the Company has manufactured Kraft Paper till December, 2011 in its Unit No.II and effective January 1, 2012 the Company has started manufacturing Newsprint.

The Turnover for the financial year under review was Rs 49,260 Lacs as against Rs 46,690 Lacs for the previous financial year. The profit before tax has been reduced to Rs 1,760 Lacs as compared to Rs 3,606 Lacs of the previous year.

During the year, the Company exported Duplex Board and realized Rs 2,405 Lacs, as compared to Rs1,529 Lacs, during the previous year.

FIXED DEPOSITS

As on March 31, 2012 no fixed deposit was due or unclaimed.

COST AUDIT

Pursuant to the directives of the Central Government under the I provisions of Section 233B of the Companies Act, 1956, Company's cost records in respect of Paper products for the year ended March 31, 2012 are being audited by the Cost Auditor M/s. N Ritesh & Associates, Cost Accountants, who were appointed by the Board with the approval of the Central Government.

The due date for filing of the Cost Audit Reports for the financial year 2010-11 was September 30,2011. The Company has filed the Reports with Ministry of Corporate Affairs on September 29, 2011.

FINANCE

The Financial Statements have been prepared as per the revised Schedule VI of the Companies Act, 1956, as notified by the Ministry of Corporate Affairs. Accordingly, previous year's figures have also been regrouped/restated wherever necessary to conform to the classification of the current year.

DIRECTORS

Shri Mangilal Suthar holds office till the date of the forthcoming Annual General Meeting and a notice has been received from a Member proposing the candidature of Shri Mangilal Suthar for being appointed as Director of the Company.

Shri Mangilal Suthar has rich and varied experience of almost 38 years in the field of Accounts, Finance, and Budgeting & Taxation. Shri Mangilal Suthar has been working with N R Agarwal Group Companies since its inception and his valuable expertise will contribute substantially to the overall growth of the organization. Considering his vast experience of 38 years in paper industry, the Board thought prudent to appoint Shri Mangilal Suthar as an Additional Executive Director, Non-Independent of the Company with effect from November 11, 2011.

Shri S N Chaturvedi would retire by rotation at the ensuing Annual General Meeting of the Company and is eligible for reappointment.

Brief resume of the above Directors, nature of their experience in specific functional areas and names of the Companies in which they hold Directorship and Membership/Chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are given in the section on Corporate Governance in the Annual Report.

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

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure A to the Directors' Report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is given below.

Sr. Name Age Designation Gross Net Qualification No Remunetion Remunation

1. Shri R N 52 Chairman MD & 13,748,960 7,417,900 BE-Electrical Agarwal CEO MBA



Name Total Date of Last Experience Commencement Employment (in Year) of Employment

Shai R.N Agarwal 22 Since Incorporation - (08.12.1993)

- Nature of employment is contractual. -

- Gross Remuneration includes Salary, Commission, Contribution to Provident Fund and Perquisite chargeable under the Income Tax Act, 1961.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

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

b) that the accounting policies selected and applied are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) that 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;

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

AUDITORS

M/s. Chaturvedi & Partners, Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment as auditors to hold office until the conclusion of the next Annual General Meeting of the Company. The Directors recommend that they be re-appointed as Auditors of the Company for the current year.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Reports on Corporate Governance, Management Discussion and Analysis, Managing Director's Certificate and Auditor's Certificate regarding the compliance of conditions of Corporate Governance are made part of the Annual Report.

INDUSTRIAL RELATIONS

The Employer - Employee relations at all units of the Company were cordial and harmonious throughout the year under review.

ACKNOWLEDGEMENT

The Board wishes to record its deep appreciation for the exemplary contribution made by the employees at all levels. The Board would also like to express their appreciation for assistance and co-operation received from the Financial Institutions, Banks and various Central and State Government Authorities, Customers, Vendors and Shareholders during the year under the review.

For and on behalf of the Board of Directors

R N AGARWAL

Chairman Managing Director & CEO

Mumbai, May 25, 2012

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Mar 31, 2011

To the Members,

The Directors have pleasure in submitting their Eighteenth Annual Report on the business and operation of the Company along with the Annual Accounts for the year ended on March 31, 2011.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Year ended Year ended March 31 2011 March 31 2010

Net Sales / Income from Operations and Other Income 48,754.91 39,244.02

Interest 732.42 861.38

Gross Profit After Interest but Before Depreciation and Taxation 4,453.83 2,857.17

Depreciation 848.17 808.53

Profit Before Tax and Exceptional Items 3,605.66 2,048.64

Exceptional Item - 761.80

Profit Before Tax and After Exceptional Items 3,605.66 2,810.44

Provisions for Taxation 860.16 715.00

Deferred Tax (29.37) -

Prior year Adjustments (14.76) 63.37

Net Profit for the year 2,789.63 2,158.81

Balance in Profit and Loss Account 4,501.08 2,858.68

Amount Available for Appropriation 7,290.71 5,017.49

Appropriation:

General Reserve 158.00 158.00

Proposed Dividend 306.34 306.34

Tax on Dividend 50.88 52.06

Balance carried to Balance Sheet 6,775.49 4,501.08

DIVIDEND

The Directors are pleased to recommend a dividend of Rs. 1.80 per equity share (18%) [Previous year Rs. 1.80 per equity share]. If the dividend, as recommended above, is approved by the Members at the Annual General Meeting, the total outflow towards dividend on equity shares for the year would be Rs. 35,722,368 (including dividend tax).

COMPANY PERFORMANCE

During the financial year ended March 31, 2011 the Company recorded production of 131106 MT of Duplex Board, 28476 MT of Newsprint and 3402 MT of Kraft Paper as against 126059 MT of Duplex Board and 31972 MT of Newsprint in previous financial year. During the year under review, the Company has commenced production of Kraft Paper in its Unit No. II.

The turnover for the financial year under review was Rs. 48,328 lacs as against Rs. 38,855 lacs for the previous financial year. As compared to the previous year, there has been a substantial increase in the Net Profit, mainly due to improved sales realization.

During the year/the Company exported Duplex Board and realized Rs. 1,529 lacs, as compared to Rs. 439 lacs, in the previous year.

FIXED DEPOSITS

As on March 31, 2011 no fixed deposit was due or unclaimed.

COST AUDIT

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, Company's cost records in respect of Paper products for the year ended March 31, 2011 are being audited by the Cost Auditor M/s. N Ritesh & Associates, Cost Accountants, who were appointed by the Board with the approval of the Central Government.

The due date for filing of the Cost Audit Reports for the financial year 2009-10 was September 30,2010. The Company has filed the Reports with Ministry of Corporate Affairs on September 29, 2010.

DIRECTORS

Shri C R Radhakrishnan would retire by rotation at the ensuing Annual General Meeting of the Company and is eligible for reappointment.

Brief resume of the above Director, nature of his experience in specific functional areas and names of the companies in which he hold Directorship and Membership/Chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are given in the section on Corporate Governance in the Annual Report.

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

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure I to the Directors' Report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is given below.

Sr. Name Age Designation Gross Net No. Remuneration Remuneration

1. Shri R N Agarwal 51 Chairman MD & 18,248,960 15,574,960 CEO

Name Qualifications Total Date of Last Experience Commencement Employ- of Employment ment

Shri R N Agarwal BE-Electrical, 22 Since - MBA Incorporation

-Nature of employment is contractual.

-Gross Remuneration includes Salary, Commission, Contribution to Provident Fund and Perquisite chargeable under the Income Tax Act, 1961.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

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

b) that the accounting policies selected and applied are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) that 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;

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

AUDITORS

M/s. Chaturvedi & Partners, Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment as auditors to hold office until the conclusion of the next Annual General Meeting of the Company. The Directors recommend that they be re-appointed as Auditors of the Company for the current year.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance, Management Discussion and Analysis, Managing Director's Certificate and Auditor's Certificate regarding the compliance of conditions of Corporate Governance are made part of the Annual Report.

INDUSTRIAL RELATIONS

The Employer - Employee relations at all units of the Company were cordial and harmonious throughout the year under review.

ACKNOWLEDGEMENT

The Board wishes to record its deep appreciation for the exemplary contribution made by the employees at all levels. The Board would also like to express their appreciation for assistance and co-operation received from the Financial Institutions, Banks and various Central and State Government Authorities, Customers, Vendors and Shareholders during the year under the review.

For and on behalf of the Board of Directors

R N AGARWAL Chairman Managing Director & CEO

Mumbai, May 30, 2011