Directors Report of Orient Paper & Industries Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the Annual Report along with the Audited Financial Statements of your
Company for the financial year ended 31^st March, 2025.

1. FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended 31^st March, 2025 is summarized below:

Particulars	2024-25	2023-24
Revenue from Operations	895.79	831.94
Other Income	15.77	25.19
Total Income	911.56	857.13
Earnings before Interest, Depreciation, Amortization & Taxation	(5.07)	86.27
Interest/Finance costs	32.48	28.89
Profit/(Loss) before Depreciation and Taxation	(37.55)	57.38
Depreciation	51.35	43.62
Profit/(Loss) before Taxation	(88.90)	13.76
Taxation	(34.24)	7.53
Profit/(Loss) for the year	(54.66)	6.23
Other Comprehensive Income	(23.88)	118.21
Total Comprehensive Income	(78.54)	124.44

2. COMPANY’S PERFORMANCE

During the year under review, Orient Paper continued
its journey to improve its operations. Multiple initiatives
were launched to improve plant sustainability
which led to paper production volumes growing by
approximately 11% Y-o-Y.

The Company also optimized its portfolio mix towards
more value-added and greener varieties, improving
realizations and market acceptability. The Company
actively keeps evaluating new and niche evolving
market trends and aligns its development and
production capabilities to meet the evolving market
needs.

The Company deepened its engagement with micro
markets through Hub Meets and the Orient Stars
digital platform. The Company widened its presence
across new products like bamboo tissue. The Company
strengthened its offerings and value chain across
growing segments like health and hygiene, education,
and sustainable products.

The Company introduced 7 new products: 3 in the
Writing and Printing segment, 3 in the Wellness and
Hygiene segment and 1 in the Sustainable Product
category.

The Company continued to debottleneck its existing
capacities and invested Rs ~ 60 Crs in FY25. Amongst
key projects were the modernization and digitalization
of processes in the pulp-mill and paper machines. This
was done to improve reliability.

Value-added products represented~51% of the
company’s product mix. The Company sustained
Mission Khushi, its initiative to empower employees
to become customer champions and build deeper
customer relationships.

The Company remains steadfast on its commitments
of achieving net-neutrality targets in its Carbon &
Water footprints. During the last financial year, the
Company widened its plantation coverage by 17,058
acres and implemented Good Agricultural Practices
benefiting 21,307 families. The Company maintained
the proportion of renewables in its energy mix at
~40%.

The Company sustained a comprehensive upgrade of
its manufacturing control systems after transitioning to
a fully equipped QCS set-up on its Tissue machines in
the previous financial year. Amongst major upgrades
are Valmet DCS of main machine and systems
upgrade in Tissue 2. The Company also added new
field instruments to strengthen control systems. The

Company embarked on its digital transformation
journey by implementing state-of-the-art Advanced
Process Control in its facilities that shall lead to
cost efficiency. Major benefits from APC would start
trickling from Q1FY26.

3. SUSTAINABLE DEVELOPMENT AND
ENVIRONMENT

Orient Paper is committed towards environmental
protection and has thus implemented robust systems
in place to ensure effective monitoring and treatment
of waste. Some of these include zero liquid discharge,
online stack emission monitoring system, ambient
air quality monitoring system, dust extraction &
suppression systems and effluent treatment plant
(ETP).

We have a robust plan for reducing our carbon
footprint per ton of product by ~10% over last year.
This shall be achieved by the installation of an
efficient steam & condensate recovery system along
with increased production. We are keenly following
the developments as the National Carbon market
formalizes and starts operating in India.

Our extensive work on water conservation across our
supply chain and surrounding ecosystem will help
conserve more water than what we consume in our
operations.

4. SHARE CAPITAL

During the year under review, there has been no
change in the Authorised and Paid-up share capital of
the Company. As on 31^st March, 2025, the Authorised
Share Capital of the Company was Rs. 100,00,00,000/-
divided into 75,00,00,000 equity shares of Re. 1 each
and 25,00,000 preference shares of Rs. 100 each.
As on 31^st March, 2025, the Paid-up Share Capital
of the Company was Rs. 21,21,85,502/- divided into
21,21,85,502 equity shares of Re.1 each.

5. CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no
change in the nature of business of your Company.

6. DIVIDEND

The Directors have not recommended any dividend on
the equity shares of the Company.

7. CASH FLOW ANALYSIS

In conformity with the provisions of Regulation 34
of the Listing Regulations and Section 2(40) of the
Companies Act, 2013, the cash flow statement for the
financial year ended 31^st March, 2025 is included in
the annual accounts.

8. PUBLIC DEPOSITS

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

9. PARTICULARS OF LOANS, GUARANTEE
AND INVESTMENTS

The Company has not given any loans, provided any
guarantees / securities or made investments that are
covered under the provisions of Section 186 of the
Companies Act, 2013, during the financial year ended
31^st March, 2025.

10. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the requirement of Section 135 of
the Companies Act, 2013, a Corporate Social
Responsibility (“CSR”) Committee was constituted.
Details of the CSR activities as required under Section
135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy)
Rules, 2014, are provided in the Annual Report as
Annexure I. The Company’s Policy on Corporate
Social Responsibility is available on the website of the
Company at https://orientpaper.in/wp-content/assets/
investors/code-and-policy/CSR-Policy.pdf

11. ANNUAL RETURN

Pursuant to the provisions of Section 92 of the
Companies Act, 2013 and rules framed thereunder
a copy of the Annual Return has been placed on the
Company’s website at https://orientpaper.in/investor-
relations-announcements/

12. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

(i) Changes in Directors

¦ Mr. Anant Agarwal (DIN: 02640025) has
been appointed as the Managing Director
& CEO of the Company for a period of five
years with effect from 21^st December, 2024,
on the recommendation of the Nomination &
Remuneration Committee and the Board of
Directors of the Company. The appointment
was duly approved by the Shareholders
through a Postal Ballot on 18^th March, 2025.

¦ Mr. Ashwin J. Laddha (DIN: 09538310)
resigned from his position as the Managing
Director & CEO of the Company with effect
from the close of business hours of 20^th
December, 2024.

The Board placed on record its appreciation for
the valuable services rendered by Mr. Ashwin
J. Laddha as the Managing Director & CEO of
the Company during his tenure.

¦ Mr. Raj Kumar Agrawal (DIN: 00177578) was
appointed as an Independent Director for a
period of five years from 27^th January, 2020 to
26^th January, 2025. On the recommendation of
the Nomination & Remuneration Committee
and the Board of Directors, the Shareholders
of the Company approved re-appointment
of Mr. Raj Kumar Agrawal as Independent
Director of the Company for a second term
of five years commencing from 27^th January,
2025 upto 26^th January, 2030, by way of a
special resolution passed through Postal
Ballot on 18^th March, 2025.

(ii) Changes in Key Managerial Personnel

¦ Mr. P. K. Sonthalia retired from his position
as the Chief Financial Officer of the Company
from the close of business hours on 31^st May,
2024.

¦ Mr. Amit Poddar who was appointed as
the Head-Finance & Accounts with effect
from 3^rd April, 2024, was designated as
the Chief Financial Officer of the Company
with effect from 1^st June, 2024 by the Board
of Directors of the Company based upon
the recommendations of the Nomination
& Remuneration Committee and Audit
Committee.

(iii) Retirement by rotation

In accordance with the provisions of Section 152 of
the Companies Act, 2013, Mr. Chandra Kant Birla
(DIN: 00118473), Non-Executive Director of the
Company, is liable to retire by rotation and being
eligible, has offered himself for re-appointment.

(iv) Board Evaluation

Pursuant to the provisions of the Companies Act,
2013 and the Listing Regulations, the Board has
carried out an annual performance evaluation of its
own performance, of the directors individually as
well as the evaluation of its various Committees.
The process of evaluation has been explained in
the Corporate Governance Report.

(v) Board Meetings

Details of the eight meetings of the Board and its
various committees are provided in the Corporate
Governance Report.

None of the Directors are disqualified under
Section 164 of the Companies Act, 2013.

All the Independent Directors have submitted
declarations confirming that they meet the criteria

of independence as specified under Section
149(6) of the Companies Act, 2013, read with
Regulations 16 and 25 of the Listing Regulations.
They have also confirmed compliance with the
provisions of Section 150 of Companies Act, 2013,
read with Rule 6 of Companies (Appointment
and Qualifications of Directors) Rules, 2014,
with respect to registration in the data bank of
Independent Directors.

The Board of Directors affirm that the Independent
Directors appointed during the year under review,
possess requisite expertise, experience (including
proficiency), and integrity necessary for their
effective participation on the Board.

13. AUDITORS & AUDIT REPORTS

(i) Statutory Auditors

Pursuant to the provisions of Section 139 of the
Companies Act, 2013, the Shareholders of the
Company at the Annual General Meeting held
on 10^th August, 2022, appointed M/s. B S R & Co.
LLP, Chartered Accountants (Firm Registration
no. 101248W/W-100022) as the Auditors of
the Company for a period of 5 years, from the
conclusion of 86^th Annual General Meeting to the
conclusion of 91^st Annual General Meeting.

The Auditors’ Report for the financial year 2024¬
25 does not contain any qualification, reservation
or adverse remark.

The Auditors have also confirmed that during
their audit process for the financial year 2024-25,
they did not observe any event indicating fraud
committed by the officers or employees of the
Company. Therefore, no instances of fraud were
reported to the Audit Committee, Board, or the
Central Government, as the case may be, under
Section 143(12) of the Companies Act, 2013.

Note no. 48 appearing in the Notes to Financial
Statements referred to in the Auditors’ Report is
self-explanatory.

(ii) Cost Auditor

In accordance with Section 148(1) of the
Companies Act, 2013, read with the Companies
(Cost Records and Audit) Rules, 2014, the
Company has maintained proper cost records
pertaining to the products under audit, as required,
which have been duly audited by the Cost Auditor.

The Cost Audit for the financial year ended 31^st
March, 2024 was conducted by Mr. Somnath
Mukherjee, Cost Accountant in Practice
(Membership no. 5343), and the Cost Audit Report
was duly filed with the Ministry of Corporate
Affairs, Government of India (MCA). The Audit of
the Cost Records for the financial year ended 31^st
March, 2025 is being conducted by the said Cost

Auditor and the Report will also be filed with the
MCA.

The Board of Directors of the Company, on
the recommendation of the Audit Committee
has appointed Mr. Somnath Mukherjee, Cost
Accountant as Cost Auditor for auditing the cost
accounts of the Company for the financial year
2025-26. The Auditor has confirmed his eligibility
under Section 141 of the Companies Act, 2013
and the rules framed there under for appointment
as Cost Auditor of the Company. Pursuant to
the provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, the remuneration payable
to the Cost Auditor requires ratification by the
shareholders. Therefore, the Board recommends
the ratification of the remuneration payable to the
Cost Auditor by the shareholders at the ensuing
Annual General Meeting. The requisite resolution
for ratification of remuneration of Cost Auditor by
the shareholders of the Company has been set out
in the Notice of AGM.

(iii) Secretarial Auditor

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company appointed
Mr. A. K. Labh, Company Secretary in Practice (CP
Regn. No. 3238), to undertake the Secretarial Audit
of the Company for the financial year 2024-25.
The Report of the Secretarial Auditor is annexed
to this report as Annexure II. The Secretarial Audit
Report for the financial year 2024-25 does not
contain any qualification, reservation or adverse
remark.

The Board of Directors of the Company have
recommended the appointment of M/s. Labh &
Labh Associates, Company Secretaries (FRN-
P2025WB105500), for a period of 5 years
commencing from the Financial Year 2025-26 to
undertake the Secretarial Audit of the Company,
subject to the approval of the shareholders in
the ensuing Annual General Meeting of the
Company, in terms of Regulation 24A of the
Listing Regulations read with SEBI Circular No.
SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185
dated 31^st December, 2024. All the partners
of the firm are having peer review certificate
issued by the Institute of Company Secretaries
of India. The Auditor has confirmed his eligibility
for appointment as Secretarial Auditor of the
Company as per the said Listing Regulations.

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

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

15. DIRECTORS’ RESPONSIBILITY
STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act,
2013, your directors, to the best of their knowledge
and belief, confirm that:

(a) in the preparation of the annual accounts for
the financial year ended 31^st March, 2025, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures;

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

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

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

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

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

16. PARTICULARS OF DIRECTORS AND
EMPLOYEES

Disclosure of the ratio of the remuneration of each
Director to the median employee’s remuneration and
other requisite details pursuant to Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014, is annexed
to this Report as Annexure IV and forms part of it.
Further, particulars of employees pursuant to Rule
5 (2) & (3) of the above Rules, also form part of this
Report. However, in terms of the provisions of Section
136 of the Companies Act, 2013, the Annual Report
for the financial year 2024-25 is being sent to the
shareholders excluding the information required under
Rules 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014. The said information is available for inspection
from the date of circulation of the Notice of AGM until
the date of the AGM.

17. EMPLOYEE STOCK OPTION SCHEME

The Company has adopted ‘Orient Paper & Industries
Limited - Employee Stock Option Scheme-2023’
(“ESOP Scheme”), during the financial year 2023¬
24, as part of its Long Term Incentive Programme.
The Company’s ESOP Scheme is in compliance with
the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (“ESOP Regulations”) and
Listing Regulations. During the year under review,
no stock options were granted under the said ESOP
Scheme, while 11,50,277 stock options lapsed.
Further, no equity shares were allotted under the
ESOP Scheme during the financial year under review.
Other details on ESOPs are provided in the notes to
accounts of the financial statements for the financial
year 2024-25, forming part of the Annual Report.

There was no change in the ESOP Scheme 2023 since
its adoption by the shareholders of the Company.

Disclosures pursuant to ESOP Regulations are
uploaded on the website of the Company and can be
accessed at the Weblink: https://orientpaper.in/wp-
content/assets/investors/DISCLOSURE-UR/ESOP-
Disclosure-Mar2024.pdf

M/s. A. K. Labh & Co., Practicing Company Secretaries
(CP Regn. No. 3238), Secretarial Auditors of the
Company, has certified that the Company’s ESOP
Scheme has been implemented in accordance with
the ESOP Regulations, and the resolutions passed
by the shareholders approving the ESOP Scheme.
The said certificate from the Secretarial Auditors of
the Company shall be available for inspection by the
shareholders at the ensuing AGM.

18. PARTICULARS OF CONTRACTS OR
ARRANGMENTS WITH RELATED PARTY

During the financial year under review, all the contracts
or arrangements or transactions entered by the
Company with its Related Parties were in the ordinary
course of business and on arm’s length basis and were
in compliance with the applicable provisions of the
Companies Act, 2013 and the Listing Regulations. All
the related party transactions are quarterly reviewed
by the Audit Committee

All Related Party Transactions are presented to
the Audit Committee and the Board. Prior omnibus
approval is obtained for the transactions which
are foreseen and repetitive in nature. The Related
Party Transaction Policy, can be accessed at the
website of the Company at: https://orientpaper.in/wp-
content/assets/investors/DISCLOSURE-UR/OPIL%20
Amended%20Related%20Party%20Transaction%20
Policy.pdf

During the period under review, there were no
material related party transactions and accordingly
the declaration in Form AOC-2 under Section 134(3)
(h) of the Companies Act, 2013 is not applicable.

19. CORPORATE GOVERNANCE

The Company believes that good Corporate
Governance is essential for achieving long term
corporate goals and enhancing stakeholders’ value.
The Company’s business objective and that of its
management and employees is to manufacture and
market the Company’s products in such a way so as
to create value that can be sustained on a long term
basis for all its stakeholders, including shareholders,
employees, customers, government and the lenders.
In addition to compliance with the regulatory
requirements, the Company endeavours to ensure the
highest standards of ethical conduct throughout the
organization.

The Company is in full compliance with the Corporate
Governance requirements in terms of the Listing
Regulations.

A report on Corporate Governance and a certificate
from the auditors confirming compliance with the
Corporate Governance requirements are attached and
forms part of this Annual Report.

20. MANAGEMENT DISCUSSION AND
ANALYSIS

In terms of Regulation 34 of the Listing Regulations,
the Management Discussion and Analysis Report
for the year under review is presented in a separate
section, forming an integral part of this Annual Report.

21. NOMINATION & REMUNERATION POLICY

The Board has on the recommendation of its
Nomination & Remuneration Committee, framed a
policy for selection and appointment of Directors,
Key Managerial Personnel and Senior Management
and their remuneration. The salient features of the
Nomination & Remuneration Policy are outlined in the
Corporate Governance Report which forms part of the
Annual Report. Web link for the policy on the website
is https://orientpaper.in/wp-content/assets/investors/
code-and-policy/Nomination-Remuneration-Policy.
pdf

22. RISK MANAGEMENT

The Board of Directors of the Company have formed
a Risk Management Committee, inter alia, to frame,
implement and monitor the risk management plan for
the Company.

Pursuant to Section 134 of the Companies Act, 2013
and Regulation 17 of the Listing Regulations, the
Company has a Risk Management Policy. The Policy
comprises of a robust business risk management
framework to identify, evaluate and mitigate potential
business risks. The business risk framework defines
the risk level including documentation and reporting.

Details of the Risk Management Committee and the
Risk Management Policy are given in the Corporate
Governance Report. Web link for the policy on the
website is- https://orientpaper.in/wp-content/assets/
investors/code-and-policy/Risk%20Management%20
Policy.pdf

23. WHISTLE BLOWER POLICY

The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of
business operations. In line with these objectives,
the Company has a Vigil Mechanism named Whistle
Blower Policy to deal with instances of fraud and
mismanagement.

Details of the Whistle Blower Policy are stated in the
Corporate Governance Report. Web link for the policy
on the website is https://orientpaper.in/wp-content/
assets/investors/code-and-policy/Whistle-Blower-
Policy.pdf

24. PROTECTION OF WOMEN AT
WORKPLACE

It has been an endeavor of the Company to support
women professionals through a safe, healthy and
conducive working environment by creating and
implementing proper policies to tackle issues relating
to safe and proper working conditions for them.

The Company as required under the provisions of
the Sexual Harassment of Women at Workplace
(Prohibition, Prevention and Redressal) Act, 2013
has framed a Policy on Prohibition, Prevention
and Redressal of Sexual Harassment of Women
at Workplace and matters connected therewith or
incidental thereto.

The Company has not received any complaint under
the said policy during the year. Web link for the policy
on the website is https://orientpaper.in/wp-content/
assets/investors/code-and-policy/POSH.pdf

25. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control
procedures commensurate with its size and nature of
business. The Company has identified and documented

all key internal financial controls, which impact on the
financial statements, as part of its Standard Operating
Procedures (SOPs). The SOPs are designed for all
critical processes across all its plants and offices
wherein financial transactions are undertaken. The
financial controls are tested for operating effectiveness
through ongoing monitoring and review process by
the management and independently by the Internal
Auditors. In our view the Internal Financial Controls,
affecting the financial statements are adequate and
are operating effectively.

26. OTHER DISCLOSURES

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

(ii) There were no material changes and commitments
affecting the financial position of the Company
which occurred between the end of the financial
year of the Company i.e., 31^st March, 2025 and the
date of this Report.

(iii) No application was made or any proceedings
pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

(iv) During the year under review, your Company has
not made any one-time settlement with any bank
or financial institution.

(v) During the year under review, the Company
has not transferred any amount to the General
Reserve.

(vi) The Company has complied with applicable
Secretarial Standards i.e. SS-I and SS-II, relating
to Meetings of the Board of Directors and General
Meetings, respectively.

27. ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to
thank all the stakeholders of the Company for their
continued support and place on record their sincere
gratitude to the shareholders, customers, bankers,
financial institutions, government agencies and supply
chain partners for their co-operation and support in the
Company’s endeavors to achieve continuous growth
and progress and look forward to their support in
future. The Board of Directors wish to place on record
their sincere appreciation for the contribution made by
the employees at all levels and applaud them for their
dedication and commitment towards the Company.

By Order of the Board of Directors
C. K. Birla

Place: London Chairman

Date: 22^nd May, 2025 (DIN: 00118473)

---

Mar 31, 2024

The Board of Directors are pleased to present the annual report along with the audited accounts of your company for the year ended 31^st March, 2024.

1. FINANCIAL PERFORMANCE

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

(Rs. in crores)
Particulars	2023-24	2022-23
Revenue from Operations	831.94	942.96
Other Income	25.19	29.14
Total Income	857.13	972.10
Earnings before Interest, Depreciation, Amortization & Taxation	86.27	191.10
Interest/Finance costs	28.89	10.39
Profit before Depreciation and Taxation	57.38	180.71
Depreciation	43.62	33.05
Profit before Taxation	13.76	147.66
Taxation	7.53	48.41
Profit for the year	6.23	99.25
Other Comprehensive Income	118.21	(131.32)
Total Comprehensive Income	124.44	(32.07)
STATEMENT OF RETAINED EARNINGS
At the beginning of the year	929.08	834.90
Add: Profit for the year	6.23	99.25
Add: Transfer from FVOCI - sale of equity investments (net of taxes)	24.04	-
Less: Other Comprehensive Loss (net of taxes)	0.41	0.23
Dividend on Equity shares	21.22	5.30
At the end of the year	937.72	929.08
EPS (Rs.)	0.29	4.68

2. GLOBAL ECONOMIC CLIMATE

Despite bleak predictions, the global economy has remained remarkably resilient, exhibiting steady growth and decelerating inflation. Global growth is expected to hold steady in 2024 and 2025, despite projections remaining below its longer-run average. Going forward, geopolitical tensions threaten to fuel inflation. After supply-chain disruptions in the aftermath of the Covid-19 pandemic, Russia’s war on Ukraine triggered an energy and food crisis, followed by a simultaneous tightening of monetary policy across major economies. Now we are confronted with an evolving conflict in the Middle East.

In FY24, India''s real GDP is estimated to have grown at an impressive 7.8%, reinforcing its status as a promising economy with a stable government, controlled inflation, a buoyant domestic market, and a rapidly expanding digital economy. These

factors are creating unprecedented opportunities for manufacturing within the country. This robust growth is primarily driven by resilient domestic consumption and strong private sector investments. Additionally, policy reforms aimed at enhancing the business environment and attracting foreign investments are further bolstering India’s economic prospects.

The baseline forecast for global growth is 3.2% in 2024-25, unchanged from the financial year 202324. Advanced economies are expected to see a slight acceleration in their growth - from 1.6% in 2023 to 1.7% in 2024, and 1.8% in 2025. Global headline inflation in the baseline may fall from 6.8% in 2023 to 5.9% in 2024, and 4.5% in 2025. India’s growth is expected to hover at around 6.8% in FY25.

Source: IMF Outlook, OECD

3. COMPANY’S PERFORMANCE

The year under review saw Orient Paper experience a decrease in revenue by 11.8%. This decline is attributed to a combination of a ~10% drop in realisations due to a market price correction and a marginal ~1% reduction in sales volume caused by planned downtime for key projects such as the ECF bleaching system commissioned this year.

In FY24, Orient Paper doubled down on its transformation strategy, with a view to becoming a truly customer-centric organisation. To achieve this, it embarked on an ambitious project, ‘Mission Khushi’, which focuses on sustainable and responsible growth. Additionally, steps were taken to develop the value chain and build deeper connections with micro-markets through Hub Meets. Customer engagement was further enhanced via the Orient Stars digital platform.

The company''s transition to an ECF bleaching process underscores its commitment to environmental sustainability. This year also saw the highest-ever plantation, on ~19,570 acres, and an approximately 15% increase of renewables in its energy mix in FY24. Additionally, Orient Paper transformed its agroforestry programme by implementing Good Agricultural Practices (GAP) across 22,500 acres, benefitting 38,154 families.

During the year under review, Orient Paper introduced 11 new SKUs across its product categories of Writing and Printing, Wellness and Hygiene and Plastic Substitutes. Value-Added Products represented 61% of the company’s product mix.

On the operations side, through the first phase of debottlenecking, Orient Paper increased its capacity by 36% in FY24. Further, the company modernised and digitalised various manufacturing processes in the pulp-mill and paper-machine sections.

During the year, Orient Paper also laid a strong foundation for Industry 4.0 by upgrading control systems across production units and adding 684 new field instruments. It stabilised the SAP-HANA system and prepared network infrastructure for future digitalisation phases, setting the stage for seamless interconnectivity via Integrated Control Systems (ICS) in FY25.

The company’s focus on building people capability led to a systematic skill-enhancement plan, including training programmes conducted through OEMs. This resulted in a phenomenal 343% increase in the number of training hours conducted during the year.

4. SUSTAINABLE DEVELOPMENT AND ENVIRONMENT

FY24 witnessed a further advancement in Orient Paper''s ESG (Environmental, Social, and Governance) agenda. The company''s approach has shifted from compliance to setting new benchmarks. Its action plan covers 16 out of the 17 UN-SDG goals, with a significant focus on reducing the ecosystem carbon footprint, soil, and water conservation.

Decarbonization efforts are underway, with estimates suggesting a ~30% reduction in per-ton coal dependence within 36 months. This will be achieved through operational excellence and the adoption of superior technology (via capital expenditure) in the company''s power plant. As per UNFCCC-CDM methodology (AR-ACM0003) of carbon accounting via GHG removal - creating sinks by afforestation and reforestation activities - Orient Paper is on track to become net carbon negative in 60 months (by FY29) considering CO2 sequestration by its large-scale plantation initiatives across primarily barren lands.

Orient Paper''s efforts on water conservation have led to a significant reduction in water usage. The company conserves approximately 86% of the water used in its operations, achieved through the creation of more than 1440 water harvesting structures.

5. SHARE CAPITAL

There was no change in the share capital of the Company during the financial year 2023-24.

6. DIVIDEND

The Directors recommend payment of a dividend of Re. 0.25/- (25%) per equity share of Re. 1/- each for the Financial Year ended 31^st March, 2024 subject to the approval of the shareholders at the ensuing Annual General Meeting (“AGM”). This dividend payout ratio works out to 39% of the net profit for the financial year ended 31^st March, 2024.

Pursuant to the the Income Tax Act, 1961 dividend paid or distributed by the companies shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source, at the rates prescribed therein.

The dividend recommended by the Board is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Listing Regulations is available on the Company’s website: https:// orientpaper.in/wp-content/assets/investors/code-and-policy/Dividend-Distribution-Policy.pdf

7. CASH FLOW ANALYSIS

In conformity with the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and section 2(40) of the Companies Act, 2013, the cash flow statement for the year ended 31^st March, 2024 is included in the annual accounts.

8. PUBLIC DEPOSITS

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

9. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The company has not given any loans, provided any guarantees / securities or made investments that are covered under the provisions of Section 186 of the Companies Act, 2013 (the “Act”), during the financial year ended 31^st March, 2024.

10. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the requirement of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee was constituted. Details of the CSR activities as required under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are provided in the Annual Report as Annexure I. The Company’s Policy on Corporate Social Responsibility is available on the website of the Company at https://orientpaper.in/wp-content/ assets/investors/code-and-policy/CSR-Policy.pdf

11. ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed thereunder a copy of the Annual Return has been placed on the Company’s website at https://orientpaper.in/annual-general-meeting/

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Changes in Directors

• Mr. Srinivasan Vishvanathan

(DIN:02255828) was appointed as an Independent Director for a period of five years from 25^th March, 2019 to 24^th March, 2024. On the recommendation of the Nomination & Remuneration Committee (''NRC'') and the Board of Directors, the Shareholders of the Company approved re-appointment of Mr. Srinivasan Vishvanathan as Independent Director of the Company for a second term of

five years commencing from 25^th March, 2024 upto 24^th March, 2029, by way of a special resolution passed through Postal Ballot on 21^st March 2024.

• Mr. Ashwin Bishnoi (DIN: 06862466) was appointed as an Independent Director of the Company for a period of five years from 1^st August, 2019 to 31^st July, 2024. The Nomination & Remuneration Committee and the Board of Directors of the Company at their respective meetings held on 28^th May, 2024 and 29^th May, 2024, approved the re-appointment of Mr. Ashwin Bishnoi as Independent Director from 1^st August, 2024 to 31^st July, 2029, subject to approval of the shareholders of the Company.

(ii) Changes in Key Managerial Personnel

• Mr. Pradeep Kumar Sonthalia will cease as President (Finance) & CFO of the Company consequent upon his retirement with effect from 31^st May, 2024.

• Based on the recommendation of Nomination & Remuneration Committee and approval of the Audit Committee, the Board of Directors of the Company at its meeting held on 29^th May, 2024, appointed Mr. Amit Poddar, Head-Finance & Accounts as Chief Financial Officer of the Company w.e.f. 1^st June, 2024.

(iii) Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Chandra Kant Birla (DIN: 00118473), Director of the Company, retires by rotation and being eligible offers himself for re-appointment.

(iv) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, of the directors individually as well as the evaluation of its various Committees. The process of evaluation has been explained in the Corporate Governance Report.

(v) Board Meetings

The details of meetings of the Board and its various committees are given in the Corporate Governance Report.

None of the Directors are disqualified under Section 164 of the Companies Act, 2013.

AH the Independent Directors have given their declaration confirming that they meet the criteria of independence in terms of Section 149(6) of the Companies Act, 2013 read with Regulations 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed compliance with the provisions of section 150 of Companies Act, 2013 read with rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to inclusion of their name in the databank of Independent Directors.

13. AUDITORS & AUDIT REPORTS

(i) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Shareholders of the Company at the Annual General Meeting held on 10^th August, 2022, appointed M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration no. 101248W/W-100022) as the Auditors of the Company for a period of 5 years, from the conclusion of 86^th Annual General Meeting to the conclusion of 91^st Annual General Meeting.

The Auditors’ Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.

Further, in terms of section 143 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, notifications/ circulars issued by the Ministry of Corporate Affairs, from time to time, no fraud has been reported by the Auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by its officers or employees of the Company.

Note no. 48 (c) appearing in the Notes to Financial Statements referred to in the Auditors’ Report is self-explanatory.

(ii) Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and rules made there under, Mr. Somnath Mukherjee, Cost Accountant (Membership no. 5343), was appointed for the financial year ending 31^st March, 2024 to conduct cost audit for the products covered under the said rule. The Board of Directors of the Company, on the recommendation of the Audit Committee has further appointed Mr. Somnath Mukherjee, Cost Accountant as Cost Auditor for auditing the cost accounts of the Company for the financial year 2024-25. The Auditor has confirmed his eligibility under Section 141 of the Companies Act, 2013 and

the rules framed there under for appointment as Cost Auditor of the Company.

(iii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Mr. A. K. Labh, Company Secretary in Practice (CP Regn. No. 3238) to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Report of the Secretarial Auditor is annexed to this report as Annexure II. The Secretarial Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.

The Board of Directors of the Company have further appointed Mr. A. K. Labh, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2024-25.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached herewith as Annexure III and forms part of this annual report

15. DIRECTORS’RESPONSIBILITY STATEMENT

Directors’ responsibility statement pursuant to section 134(3)(c) of the Companies Act, 2013 is attached herewith as Annexure IV and forms part of this annual report.

16. PARTICULARS OF EMPLOYEES

The prescribed information of Employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure V and forms part of this annual report.

17. EMPLOYEE STOCK OPTION SCHEME

Company has adopted ‘Orient Paper & Industries Limited - Employee Stock Option Scheme-2023’ (“ESOP Scheme”), during the financial year 202324, as part of its Long-Term Incentive Programme with the intention to attract, motivate and retain high quality talent at the senior level and in line with growth objective of the Company. The ESOP Scheme of the Company is in compliance with the

SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“ESOP Regulations”) and Listing Regulations. Disclosures pursuant to ESOP Regulations are uploaded on the website of the Company and can be accessed at the Weblink: https://orientpaper.in/wp-content/assets/investors/ DISCLOSURE-UR/ESOP-Disclosure-Mar2024.pdf

There was no change in the ESOP Scheme 2023 since its adoption by the shareholders of the Company. During the year under review 14,00,277 stock options were granted to eligible employees of the Company. More details on ESOPs are provided in the notes to accounts of the financial statements for the financial year 2023-24, forming part of the Annual Report.

M/s A. K. Labh & Co., Practicing Company Secretaries, Secretarial Auditors of the Company, has certified that the Company’s ESOP Scheme has been implemented in accordance with the ESOP Regulations and the resolutions passed by the shareholders approving the ESOP Scheme. The said certificate from the Secretarial Auditors of the Company shall be available for inspection by the shareholders at the ensuing AGM.

18. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTY

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year were in the ordinary course of business and on arm’s length basis.

All the Related Party Transactions are presented to the Audit Committee and the Board. Prior omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee and Board of Directors on a quarterly basis specifying the nature, value and terms & conditions of the transactions. Details of transactions with related parties during the financial year 2023-24 are provided in the notes to the Financial Statements. Particulars of contracts or arrangements with related parties referred to in subsection (1) of Section 188 are given in the prescribed form AOC -2 as Annexure VI. Web link for the policy on the website is https://orientpaper.in/wp-content/ assets/investors/code-and-policy/Related-Party-Transaction-Policy.pdf

19. CORPORATE GOVERNANCE

The Company believes that good Corporate Governance is essential for achieving long-term corporate goals and enhancing stakeholders'' value. The Company''s business objective and that of its

management and employees is to manufacture and market the Company''s products in such a way so as to create value that can be sustained on a long-term basis for all its stakeholders, including shareholders, employees, customers, government and the lenders. In addition to compliance with the regulatory requirements, the Company endeavours to ensure the highest standards of ethical conduct throughout the organization.

The Company is in full compliance with the Corporate Governance requirements in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A report on Corporate Governance and a certificate from the auditors confirming compliance with the Corporate Governance requirements are attached and forms part of this annual report.

20. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented in a separate section, forming an integral part of this Annual Report.

21. REMUNERATION POLICY

The Board has, on the recommendation of its Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and forms part of this annual report. Web link for the policy on the website is https://orientpaper.in/wp-content/ assets/investors/code-and-policy/Nomination-Remuneration-Policy.pdf

22. RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee, inter alia, to frame, implement and monitor the risk management plan for the Company.

Pursuant to Section 134 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a risk management policy. The policy comprises of a robust business risk management framework to identify, evaluate and mitigate potential business risks. The business risk framework defines the risk level including documentation and reporting.

Details of the Risk Management Committee and the Risk Management Policy are given in the Corporate Governance Report.

23. WHISTLE BLOWER POLICY

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. In line with these objectives, the Company has a Vigil Mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement.

Details of the Whistle Blower Policy are stated in the Corporate Governance Report. Web link for the policy on the website is https://orientpaper.in/wp-content/assets/investors/code-and-policy/Whistle-Blower-Policy.pdf

24. PROTECTION OF WOMEN AT WORKPLACE

It has been an endeavor of the Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them.

The Company as required under the provisions of the “The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013” has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto.

The Company has not received any complaints under the said policy during the year. Web link for the policy on the website is https://orientpaper.in/wp-content/ assets/investors/code-and-policy/POSH.pdf

25. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control procedures commensurate with its size and nature of business. The Company has identified and documented all key internal financial controls, which impact the financial statements, as part of its Standard Operating Procedures (SOPs). The SOPs are designed for all critical processes across all its plants and offices wherein financial transactions are undertaken. The Financial controls are tested for operating effectiveness through ongoing monitoring and review process by the management

and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

26. OTHER DISCLOSURES

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

(ii) There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company i.e., 31^st March 2024 and the date of this Report.

(iii) No application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

During the year under review, your Company has not made any onetime settlement with any bank or financial institution.

(iv) The Company has complied with applicable Secretarial Standards i.e. SS-I and SS-II, relating to Meetings of the Board of Directors and General Meetings, respectively.

27. ACKNOWLEDGEMENTS

The Board of Directors place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, government agencies, supply chain partners and the employees for their valuable contribution, co-operation, and support in the Company’s endeavors to achieve continuous growth and progress.

---

Mar 31, 2023

The Board of Directors are pleased to present the annual report along with the audited accounts of your Company for the year ended 31^st March 2023.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31^st March, 2023 is summarized below:

(< in crores)
Particulars	2022-23	2021-22
Revenue from Operations	942.96	585.65
Other Income	29.14	9.17
Total Income	972.10	594.82
Earnings before Interest, Depreciation, Amortization & Taxation	191.10	(7.74)
Interest/Finance costs	10.39	4.98
Profit before Depreciation and Taxation	180.71	(12.72)
Depreciation	33.05	31.20
Profit before Taxation	147.66	(43.92)
Taxation	48.41	(15.04)
Profit for the year	99.25	(28.88)
Other Comprehensive Income	(131.32)	119.04
Total Comprehensive Income	(32.07)	90.16
STATEMENT OF RETAINED EARNINGS
At the beginning of the year	834.90	863.54
Add: Profit for the year	99.25	(28.88)
Add: Transfer from FVOCI - sale of equity investments (net of taxes)	-	3.46
Less: Other Comprehensive Loss (net of taxes)	0.23	(2.08)
Dividend on Equity shares	5.30	5.30
At the end of the year	929.08	834.90
EPS (?)	4.68	(1.36)

GLOBAL ECONOMIC CLIMATE

Following more than two years of pandemic, spillovers from the Russia''s invasion on Ukraine sharply hastened the deceleration of global economic activity in CY22 - growing at 3.2% vs. ~6% in CY21. The global geopolitical landscape has undergone tremendous changes, leading to the emergence of a new world order not seen since WWII - high commodity prices, supply side disruptions, increased food insecurity and poverty, stagflationary headwinds and heightened policy uncertainty in CY22.

However, India had a strong FY''23, with its economy growing at ~7.2% driven by lesser dependence on global demand, increase in private consumption and private investment, on the back of government policies to improve transport infrastructure, logistics, and the business ecosystem. Govt. policy on nearuniversal vaccination coverage also enabled people to spend on contact-based services and helped the economic rebound post Covid-19 uncertainties.

The baseline forecast for global growth may fall from 3.2% in 2022 to 2.8% in 2023, before settling at 3.0% in 2024. Advanced economies are expected to see an especially pronounced growth slowdown, from 2.7% in 2022 to 1.3% in 2023. Global headline inflation in the baseline may fall from 8.7% in 2022 to 7.0% in 2023 on the back of lower commodity prices but underlying inflation is likely to decline more slowly. India''s economy is expected to face a moderate slowdown to ~5.9% in FY''24.

Sources: IMF, World Bank, ADB, CRISIL Research and NSO

COMPANY''S PERFORMANCE

The year under review saw ~1.6x revenue growth effected by strengthening the core, developing robust supply chain to scale the business, identifying opportunities for unlocking its full potential, engaging with customers and the value chain to discover new opportunities for Value Added Products. Additionally, the company has started the foundational work

to emerge as a Sustainability leader by having a 360-degree approach, starting from developing an innovative & exhaustive outreach program to embarking on its sustainable energy transition to laying the foundation for Orient to become a digital company over next 36 months to leverage the power of AI&ML.

As our Company has an ambitious plan for its transformation to become the industry leader in specialty paper, we have launched a program called NIPUN, which as the name suggests will help us build excellence in all aspects of business (People-Process-Technology).

Realizing the importance of attracting and retaining top talent, our company has embarked on the journey towards becoming a Great Place to Work by doing a base line assessment and now in the process of developing a comprehensive HR intervention across the business.

Our Company has achieved a significant milestone by commissioning our New Recovery boiler in FY''23, commercialized several new Value-Added Products, established robust supply chain partnerships, transitioned ~40% of power needs to grid, achieved highest ever direct plantations in local catchment area (6395 acres) and integrated ESG as a core element to fuel the next phase of our business strategy.

Our company has also committed capex of ''475 cr. in Mar''23 towards enhancing efficiency, improving reliability of operations, and de-bottlenecking capacity.

SHARE CAPITAL

There was no change in the share capital of the Company during the financial year 2022-23.

DIVIDEND

The Directors recommend payment of a dividend of Re.1/-(100%) per equity share of Re.1/- each for the Financial Year ended 31^st March, 2023, subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM"). This dividend payout ratio works out to 21% of the net profit for the financial year ended 31^st March, 2023.

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, as amended, dividend paid or distributed by the companies shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source, at the rates prescribed therein.

The dividend recommended by the Board is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Listing Regulations is available on the Company''s website: http://www. orientpaperindia.com/resources/fck_upload/codeandpolicies/ Dividend-Distribution-Policy.pdf

SUSTAINABLE DEVELOPMENT AND ENVIRONMENT

In the 87 years since its formation, Orient Paper has consistently strived to become the most responsible paper manufacturing company. The core values of Integrity, Excellence, Respect, Responsibility and Accountability have been deeply ingrained in the way we conduct business. Some of these values directly contribute to environmental and social development. For example, the Company has devoted itself to environmental responsibility in the past, receiving widespread recognition from independent agencies. It also prioritized respect by empowering its employees and valuing everyone''s contribution. Ensuring employee welfare and safety is a top priority and it has actively engaged with and uplifted the local community through its various initiatives.

As part of its efforts, the Company has initiated an outreach program aimed at transforming the lives of over 450,000 individuals in 1,089 villages located in the hinterlands of Madhya Pradesh. This transformation encompasses social, economic, spiritual and environmental aspects for the entire ecosystem. Combined with its existing sustainability plans, Orient Paper shall contribute to 16 out of the 17 United Nations Sustainable Development Goals (SDGs) with significant focus on reducing the eco-system carbon footprint, soil and water conservation.

In FY''23, the Company conducted its ESG (Environmental, Social and Governance) profiling. This served as the foundation for developing a comprehensive framework for its ESG strategy and is already working towards its implementation.

CASH FLOW ANALYSIS

In conformity with the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and section 2(40) of the Companies Act, 2013, the cash flow statement for the year ended 31^st March, 2023 is included in the annual accounts.

CORPORATE GOVERNANCE

The Company believes that good Corporate Governance is essential for achieving long-term corporate goals and enhancing stakeholders'' value. The Company''s business objective and that of its management and employees is to manufacture and market the Company''s products in such a way so as to create value that can be sustained on a long-term basis for all its stakeholders including shareholders, employees, customers, government and the lenders. In addition to compliance with the regulatory requirements, the Company endeavours to ensure the highest standards of ethical conduct throughout the organization.

The Company is in full compliance with the Corporate Governance requirements in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance and a certificate from the auditors

confirming compliance with the Corporate Governance requirements are attached and forms part of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented in a separate section, forming an integral part of this annual report.

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The company has not given any loans, provided any guarantees / securities or made investments that are covered under the provisions of Section 186 of the Companies Act, 2013 (the "Act"), during the financial year ended 31^st March, 2023.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the requirements of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee was constituted. Details of the CSR activities as required under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are given in the Annual Report on CSR Activities annexed as Annexure I. The Company''s Policy on Corporate Social Responsibility is available on the website of the Company at http://www.orientpaperindia.com/resources/fck_upload/ codeandpolicies/CSR-Policy.pdf

ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed thereunder a copy of the Annual Return has been placed on the Company''s website http://www. orie ntpape rindia.com/investors/annual-general-meeting

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

(i) Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Chandra Kant Birla (DIN: 00118473), Director of the Company, retires by rotation and being eligible offers himself for re-appointment.

(ii) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, of the directors individually as well as the evaluation of its

various Committees. The process of evaluation has been explained in the Corporate Governance Report.

(iii) Board Meetings

The details of meetings of the Board and its various committees are given in the Corporate Governance Report.

None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.

All the Independent Directors have given their declaration confirming that they meet the criteria of independence in terms of Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Auditors & Audit Reports

(i) Statutory Auditors

The Shareholders of the Company at the Annual General Meeting held on 10^th August, 2022, appointed M/s. B S R & Co. LLP Chartered Accountants (Firm Registration no. 101248W/W-100022) as the Auditors of the Company for a period of 5 years.

The Auditors'' Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark. Further, in terms of section 143 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, notifications/circulars issued by the Ministry of Corporate Affairs, from time to time, no fraud has been reported by the Auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by officers or employees of the Company.

Note No. 48 (c) appearing in the Notes to Financial Statements referred to in the Auditors'' Report is selfexplanatory.

(ii) Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and rules made there under, Mr. Somnath Mukherjee, Cost Accountant (Membership no. 5343) was appointed for the financial year ending 31^st March, 2023 to conduct cost audit for the products covered under the said rule. The Board of Directors of the Company, on the recommendation of the Audit Committee has further appointed Mr. Somnath Mukherjee, Cost Accountant as Cost Auditor for auditing the cost accounts of the Company for the financial year 2023-24. The Auditor has confirmed his eligibility under Section 141 of the Companies Act, 2013 and the rules framed there under for appointment as Cost Auditor of the Company.

(iii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Mr. A. K. Labh, Company

Secretary in Practice (CP Regn. No. 3238) to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Report of the Secretarial Auditor is annexed to this report as Annexure II. The comments mentioned in the Secretarial Audit Report are selfexplanatory.

The Board of Directors of the Company have further appointed Mr. A. K. Labh, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached herewith as Annexure III and forms part of this annual report

DIRECTORS'' RESPONSIBILITY STATEMENT

Directors'' Responsibility Statement pursuant to section 134(3) (c) of the Companies Act, 2013 is attached herewith as Annexure IV and forms part of this annual report.

INFORMATION OF EMPLOYEES

The prescribed information of Employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure V and forms part of this annual report

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year were in the ordinary course of business and on arm''s length basis.

All the Related Party Transactions are presented to the Audit Committee and the Board. Prior omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee and Board of Directors on a quarterly basis specifying the nature, value and terms & conditions of the transactions. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 are given in the prescribed form AOC -2 as Annexure VI. Web link for the policy on the website is http://www.orientpaperindia. com/resources/fck_upload/codeandpolicies/Related-Pa rty-Transaction-Policy.pdf

REMUNERATION POLICY

The Board has, on the recommendation of its Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and forms part of this annual report. Web link for the policy on

the website is http://www.orientpaperindia.com/resources/fck_ upload/codeandpolicies/Nomination-Remuneration-Policy.pdf

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee, inter alia, to frame, implement and monitor the risk management plan for the Company.

Pursuant to Section 134 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a risk management policy. The policy comprises of a robust business risk management framework to identify, evaluate and mitigate potential business risks. The business risk framework defines the risk level including documentation and reporting.

WHISTLE BLOWER POLICY

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. In line with these objectives, the Company has a Vigil Mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement.

Details of the Whistle Blower Policy are stated in the Corporate Governance Report. Web link for the policy on the website is http://www.orientpaperindia.com/resources/fck_upload/ codeandpolicies/Whistle-Blower-Policy.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

It has been an endeavor of your Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them.

The Company as required under the provisions of the "the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013" has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto.

The Company has not received any complaints under the said policy during the year. Web link for the policy on the website is http://www.orientpaperindia.com/investors/codes-and-policies/POSH.pdf

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate internal financial control procedures commensurate with its size and nature of business. The Company has identified and documented all key internal financial controls, which impact the financial statements, as part of its Standard Operating Procedures (SOPs). The SOPs are designed for all critical processes across all its plants and offices wherein financial transactions are undertaken. The Financial controls are tested for operating effectiveness through ongoing monitoring and review process by the

management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility & Sustainability Report is presented in a separate section forming part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e., 31^st March, 2023 and the date of this Report.

ACKNOWLEDGEMENTS

The Board of Directors place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, government agencies, supply chain partners and the employees for their valuable contribution, co-operation and support in the Company''s endeavors to achieve continuous growth and progress.

By Order of the Board of Directors

C. K. Birla

Chairman

New Delhi, 18^th May, 2023 (DIN: 00118473)

---

Mar 31, 2019

Directors'' Report

Dear Shareholders,

We are pleased to present the annual report along with the audited accounts of your Company for the year ended 31st March, 2019.

Financial results

The financial performance of the Company for the year ended 31st March, 2019 is summarized below:

(Rs, in crores)

Particulars	2018-19	2017-18
Revenue from Operations	710.04	671.80
Other Income	33.71	11.23
Total Income	743.75	683.03
Earnings before Interest, Depreciation, Amortizations & Taxation	171.64	123.11
Interest/Finance costs	9.97	14.69
Profit before Depreciation and Taxation	161.67	108.42
Depreciation	31.61	28.31
Profit before Taxation	130.06	80.11
Taxation	28.41	30.82
Profit for the year	101.65	49.29
Other Comprehensive Income	(6.07)	94.35
Total Comprehensive Income	95.58	143.64
STATEMENT OF RETAINED EARNINGS
At the beginning of the year	839.84	796.20
Add: Profit for the year	101.65	49.29
Add: Transfer from FVOCI - sale of equity investments (net of taxes)	0.29	30.68
Less: Other Comprehensive Loss (net of taxes)	3.43	0.57
Dividend on Equity shares	23.34	29.71
Corporate dividend tax	4.80	6.05
At the end of the year	910.21	839.84
EPS (Rs,)	4.79	2.32

Operational and Financial Performance

The performance of your Company showed a marked improvement in the year under review. Orient Paper registered a revenue of RS,710.04 crores for the financial year ended March 31, 2019, an increase of 5.69% over the previous year. EBITDA (Earnings before Interest, Tax, Depreciation and Amortizations) stood at RS,171.64 crores, up by 39.42% compared to the previous year, on the back of rising demand for your Company''s products and control over costs. The Finance Cost was reduced by 32.13%. Profit before Tax (Before Exceptional Items) stood at RS,130.06 crores, up by 62.35% compared to the previous year. Net Profit for financial year ended March 31, 2019 stood at RS,101.65 crores as compared to RS,49.29 crores in the previous year.

Share Capital

There was no change in the share capital of the Company during the financial year 2018-19.

Dividend

Subject to the shareholders'' and other requisite approvals, your Directors recommend payment of final dividend of RS,0.60 (60%) per equity share of RS,1/- each. This is in addition to the Interim Dividend of Re. 0.50 (50%) per equity share of RS,1/- each declared on 23rd January, 2019 by the Board of Directors of the Company, bringing the total dividend for the year RS,1.10/- (110%).

Economic climate and our performance

India''s economy is acknowledged as the world''s fastest growing major economy and is expected to record a growth of ~7% for the year under review.

There continues to be a strong push on development of infrastructure and education by the Government. Private sector investments have also started picking up gradually. RBI''s recent reduction in rates should provide further impetus to investments and economic growth.

We therefore feel that our country''s economy is in a reasonably stable state and should grow even faster going forward.

The Indian Paper industry also performed well based on healthy growth in demand and a balanced supply/ demand equation. Higher International prices of Pulp & Paper also contributed to higher exports.

This is also reflected in our performance for the year during which we have achieved the best ever results in our history despite the 21 days maintenance shut during the 1st quarter. This has been possible due to our relentless push towards cost reduction and efficiency improvements.

We are now in the process of upgrading our pulp mill to become ECF compliant and also increase its capacity to reduce our dependence on imported pulp for meeting the increased pulp requirement for our expanded paper capacity after installation of the 3rd Tissue paper machine last year. As a part of this project we are going to set up an energy efficient recovery boiler and a "7-effect falling film evaporator", which will significantly contribute to reduction in our costs further.

Sustainable Development and Environment

We have always considered environment protection and sustainable development as integral part of our business philosophy. We are happy to report that we meet or exceed all the latest environmental standards including Zero liquid discharge.

We have also been contributing to greening of our environment and provide assistance to the farmers around our plants by aggressively promoting farm forestry and achieved plantation of one crore trees covering 4500 Ha. during the year under review.

Our efforts towards conservation of water and energy have been widely recognized by several institutions including the Ministry of water resources, Government of India, CII and others as detailed elsewhere in this report.

Cash Flow Analysis

In conformity with the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and section 2(40) of the Companies Act, 2013, the cash flow statement for the year ended 31st March 2019 is included in the annual accounts.

Corporate Governance

Your Company is in full compliance with the Corporate Governance requirements in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015. A report on Corporate Governance and a certificate from the auditors confirming compliance with the Corporate Governance requirements are attached.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached.

Deposits

The Company has not accepted any deposit from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Company''s (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantee and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Corporate Social Responsibility

Pursuant to the requirement of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee was constituted. Details of the CSR activities as required under Section 135 of the Companies Act, 2013 are given in the CSR Report as Annexure I.

Extract of Annual Return

The extract of Annual Return in form MGT 9 is annexed herewith as Annexure II. The Annual Return of the Company for the year ended 31st March, 2018 is available on the website of the Company www.orientpaperindia. com.

Directors and Key Managerial Personnel

Directors

(i) Resignation

During the year, Shri Amitabha Ghosh (DIN:00055962), an Independent Director of the Company, resigned from the Board of the Company with effect from 31st January, 2019. The Board of Directors place on record their deep appreciation for his immense and valuable contribution to the growth and development of the Company during his long tenure as a director of the Company.

(ii) Appointment

The Board of Directors of the Company at its meeting held on 25th March, 2019, has appointed Mr. Srinivasan Vishvanathan (DIN:02255828) as an Additional Director and an Independent Director for a period of five years effective from 25th March, 2019, subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting.

Re-appointment

The term of appointment of Mr. Narendra Singh Sisodia (DIN:06363951) as an Independent Director for a period of five years will be completed on 21st July 2019. The Nomination & Remuneration Committee and the Board of Directors of the Company at their respective meetings held on 2nd May, 2019 approved the re-appointment of Mr. Narendra Singh Sisodia as an Independent Director for a period from 22.07.2019 to 13.01.2020, upon his attaining the age of 75 years, subject to the approval of the shareholders of the Company.

The term of appointment of Mr. Manohar Lal Pachisia (DIN:00065431) as the Managing Director of the Company ended on 31st March, 2019. The Nomination & Remuneration Committee and the Board of Directors of the Company at their respective meetings held on 23rd January, 2019 approved the re-appointment of Mr. Manohar Lal Pachisia as Managing Director (a Key Managerial Personnel) from 1st April 2019 to 31st March, 2020, subject to the approval of shareholders of the Company.

(iii) Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Chandra Kant Birla (DIN: 00118473), Director of the Company, retires by rotation and being eligible offers himself for re-appointment.

(iv) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, of the directors individually as well as the evaluation of its various Committees. The process of evaluation has been explained in the Corporate Governance Report.

(v) Board Meetings

The details of meetings of the Board and its various committees are given in the Corporate Governance Report.

None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.

All the Independent Directors have given their declaration confirming that they meet the criteria of independence in terms of Section 149(6) of the Companies Act, 2013 and regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Auditors & Audit Reports

(i) Statutory Auditors

The Shareholders of the Company at the Annual General Meeting held on 9th August, 2017 appointed M/s. Price Waterhouse & Co. Chartered Accountants LLP (FRN 304026E/E-300009) as the Auditors of the Company for a period of 5 years.

The Auditors'' Report for the financial year 2018-19 does not contain any qualification, reservation or adverse remark. Further, in terms of section 143 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, as amended, notifications/ circulars issued by the Ministry of Corporate Affairs from time to time, no fraud has been reported by the Auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by officers or employees of the Company.

Note No. 51(c) appearing in the Notes to Financial Statements referred to in the Auditors'' Report is self-explanatory.

(ii) Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 and rules made there under, Mr. Somnath Mukherjee, Cost Accountant (Membership no. M/5343) was appointed for the financial year ending 31st March 2019 to conduct cost audit for the products covered under the said rule. The Board of Directors of the Company, on the recommendation of the Audit Committee has further appointed Shri Somnath Mukherjee, Cost Accountant as Cost Auditor for auditing the cost accounts of the Company for the financial year 2019

20. The Auditor has confirmed his eligibility under Section 141 of the Companies Act, 2013 and the rules framed there under for appointment as Cost Auditor of the Company.

(iii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Mr. A. K. Labh, Company Secretary in Practice (CP Regn. No. 3238) to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Report of the Secretarial Auditor is annexed to this report as Annexure III. The comments mentioned in the Secretarial Audit Report are self-explanatory.

The Board of Directors of the Company have further appointed Mr. A. K. Labh, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2019-20.

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

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

Directors'' responsibility statement

Directors'' responsibility statement pursuant to section 134(3)(c) of the Companies Act, 2013 is attached herewith as Annexure V.

Information of employees

The prescribed information of Employees as required under Section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure VI.

Related Party Transactions

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year were in the ordinary course of business and on arm''s length basis.

All the Related Party Transactions are presented to the Audit Committee and the Board. Prior omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee and Board of Directors on a quarterly basis specifying the nature, value and terms and conditions of the transactions. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 have been given in the prescribed form AOC -2 as Annexure VII. Web link for the policy in the website is https://orientpaperindia.com/codes-policies.

Remuneration Policy

The Board has, on the recommendation of its Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration.

The Remuneration Policy is stated in the Corporate Governance Report. Web link for the policy in the website is https://orientpaperindia.com/codes-policies.

Risk Management

Pursuant to Section 134 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a risk management policy. The policy comprises of a robust business risk management framework to identify, evaluate and mitigate potential business risks. The business risk framework defines the risk level including documentation and reporting.

Whistle Blower Policy

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. In line with these objectives the Company has adopted a Vigil Mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement.

Details of the Whistle Blower Policy are stated in the Corporate Governance Report. Web link for the policy in the website is https://orientpaperindia.com/codes-policies.

Prevention of Sexual Harassment of Women at Workplace

It has been an endeavor of your Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them.

The Company as required under the provisions of the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013" has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto.

The Company has not received any complaint under the said policy during the year. Web link for the policy in the website is https://orientpaperindia.com/codes-policies.

Internal Financial Controls with reference to Financial Statements

The Company has adequate internal financial control procedures commensurate with its size and nature of business. The Company has identified and documented all key internal financial controls, which impact the financial statements, as part of its Standard Operating Procedures (SOP). The SOPs are designed for all critical processes across all its plants and offices wherein financial transactions are undertaken. The Financial controls are tested for operating effectiveness through ongoing monitoring and review process by the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

Material Changes and Commitment Affecting Financial Position of the Company

There are no material changes and commitment affecting financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31st March 2019 and the date of this Report.

Significant and Material Orders Passed by the Regulators or Courts

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

Acknowledgements

Your Directors place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, government agencies, supply chain partners and the employees for their valuable contribution, cooperation and support in the Company''s endeavours to achieve continuous growth and progress.

By Order of the Board of Directors

C. K. Birla

Chairman

New Delhi, 2nd May, 2019 (DIN: 00118473)

---

Mar 31, 2018

Directors'' Report

Dear Shareholders,

We are pleased to present the annual report along with the audited accounts of your company for the year ended 31st March, 2018.

The demerger of company''s Electric business into a separate company Orient Electric Limited was completed during the year. This has paved the way for shareholders of the Company to participate directly in a focused entity engaged in the Consumer Electric business. We are confident that this pragmatic step will yield rich dividends in the long run and lay a strong foundation for future growth of both Paper & Electric businesses.

Financial results

The financial performance of the Company for the year ended 31st March 2018 is summarized below:

(RS, in crores)

Particulars J	2017-18	2016-17
Gross Sales	671.80	547.68
Total Revenue (net of excise)	661.36	511.49
Earnings before Interest, Depreciation, Amortization & Taxation	123.11	51.51
Interest/Finance costs	14.69	20.60
Profit before Depreciation and Taxation	108.42	30.91
Depreciation	28.31	25.18
Profit before Taxation	80.11	5.73
Taxation	30.82	(5.15)
Profit for the year from Continuing Operations	49.29	10.88
Profit from Discontinued Operations (net of taxes)	-	27.04
Profit for the year	49.29	37.92
Other Comprehensive Income	94.35	104.48
Total Comprehensive Income	143.64	142.40
STATEMENT OF RETAINED EARNINGS
Ft the beginning of the year	796.20	795.70
Add: Profit for the year	49.29	37.92
Add: Transfer from FVOCI - sale of equity investments (net of taxes)	30.68	-
Less: Other Comprehensive Loss (net of taxes)	0.57	1.26
Dividend on Equity shares	29.71	5.12
Corporate dividend tax	6.05	1.04
Transfer to General Reserve	-	30.00
Ft the end of the year	839.84	796.20
EPS (H)	2.32	0.53

Indian Recounting Standards

The Ministry of Corporate Affairs (MCR), vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. For the Company, Ind AS is applicable from April 1, 2017. Accordingly these accounts have been prepared as per Ind AS. The areas which had an impact on account of transition to Ind AS have been reported in the notes to the financial statements.

Share Capital

There was no change in the share capital of the Company during the financial year 2017-18.

Dividend

Subject to the shareholders'' and other requisite approvals, your Directors recommend payment of final dividend of Re. 0.60 (60%) per equity share of Re. 1 each. This is in addition to the Interim Dividend of Re. 0.40 (40%) per equity share of Re. 1 each declared on 1st February 2018 by the Board of Directors of the Company, bringing the total dividend for the year Re. 1/- (100%).

Economic climate and our performance

The year under review has been quite eventful for the Indian economy with far reaching reforms like introduction of GST and demonetization. We believe that GST is a welcome and positive reform which will be greatly beneficial for our country''s economic growth even though it caused some slow down during first half of the year. The fact that the India''s GDP growth already saw a rebound to register a growth of 7.2% in 3rd quarter of the year is a clear indication of the fact that the Economy is back on a sustainable growth path.

This is the first full year of stand-alone results of your company''s Paper business after demerger of electric business. We are happy to report that the Paper business has performed quite well to record its best ever results both in terms of volumes and value.

We commissioned our tissue expansion project ahead of schedule on 1st May 2017 and achieved highest ever production and sales volumes for paper as well as caustic. With up gradation in quality of our products and richer product-mix, our sales realization also increased resulting in substantial increase in our operating income.

At the same time, we could also achieve significant reduction in costs and improvements in efficiencies.

As a combined result of these factors, profitability of the paper business has been the best ever. The resultant cash surpluses have been most prudently deployed to upgrade plant & equipment with reasonably short pay-back periods and to reduce our total debts significantly.

We do believe that the growth and profitability achieved this year should not only be sustainable but could gain further momentum ahead.

Sustainable Development and Environment

We consider sustainable development and environment protection as integral part of our management culture and philosophy. Accordingly we have made significant further investments to meet or exceed all the environmental norms for the Paper industry. In this context it is noteworthy that we have become the first integrated paper company to achieve ZERO LIQUID DISCHARGE. We also continued our focus on helping the farmers and land owners around our plant in growing trees through our extensive social forestry initiatives. Details of our efforts and activities in this direction are provided in subsequent chapters in this report. We are determined to further intensify these efforts on a consistent and sustainable basis.

Cash Flow Analysis

In conformity with the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the cash flow statement for the year ended 31st March 2018 is included in the annual accounts.

Corporate Governance

Your Company is in full compliance with the Corporate Governance requirements in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance and a certificate from the auditors confirming compliance with the Corporate Governance requirements are attached.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached.

Deposits

The Company has not accepted any deposit from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Company''s (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantee and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Corporate Social Responsibility

Pursuant to the requirement of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee was constituted. Details of the CSR activities as required under Section 135 of the Companies Act, 2013 are given in the CSR Report as

Annexure I.

Extract of Annual Return

The extract of Annual Return in form MGT 9 is annexed herewith as Annexure II.

Directors and Key Managerial Personnel

Directors

(i) Resignation

During the year, Shri B. K. Jhawar (DIN: 00086237), an Independent Director of the Company has resigned from the Board of the Company with effect from 1st February, 2018. The Board of Directors placed on record their deep appreciation for his immense and valuable contribution to the growth and development of the Company during his long tenure as a director of the Company.

(ii) Re-appointment

The term of appointment of Shri M. L. Pachisia (DIN 00065431) as the Managing Director of the Company ended on 31st March 2018. The nomination & Remuneration Committee and the Board of Directors of the Company at their respective meetings held on 1st February 2018 approved the re-appointment of Shri M. L. Pachisia as Managing Director (a Key Managerial Personnel) from 1st April 2018 to 31st March, 2019, subject to the approval of shareholders of the Company. Accordingly, the approval of the shareholders is being sought for his re-appointment as Managing Director of the Company.

(iii) Retirement by rotation

In accordance with the provisions of Section 152 Companies Act, 2013, Shri C. K. Birla (DIN 00118473), Director of the Company, retires by rotation and being eligible offers himself for re-appointment.

(iv) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of its various Committees. The manner in which the evaluation has been carried is explained in the Corporate Governance Report.

(v) Board Meetings

The details of meetings of the Board and its various committees are given in the Corporate Governance Report. none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.

All the Independent Directors have given their declaration confirming that they meet the criteria of independence in terms of Section 149(6) of the Companies Act, 2013.

Auditors & Audit Reports

(i) Statutory Auditors

The Shareholders of the Company at the Annual General Meeting held on 9th August, 2017 appointed M/s. Price Waterhouse & Co. Chartered Accountants LLP (FRn 304026E/E-300009) as the Auditors of the Company for a period of 5 years subject to ratification of the appointment by the Members at every Annual General Meeting.

Accordingly, members are requested to ratify appointment of M/s. Price Waterhouse & Co. Chartered Accountants LLP (FRn 304026E/E-300009), the Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. The Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the rules framed there under for re-appointment as Auditors of the Company.

The Auditors'' Report for the financial year 2017-18 does not contain any qualification, reservation or adverse remark. Further, in terms of section 143 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, as amended, notifications/circulars issued by the Ministry of Corporate Affairs from time to time, no fraud has been reported by the Auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by officers or employees of the Company.

Note No. 54 appearing in the Notes to Financial Statements referred to in the Auditors'' Report is self-explanatory.

(ii) Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 and

rules made there under, Shri Somnath Mukherjee, Cost Accountant (Membership no. M/5343) was appointed for the financial year ending 31st March 2018 to conduct cost audit for the products covered under the said rule. The Board of Directors of the Company, on the recommendation of the Audit Committee has further appointed Shri Somnath Mukherjee, Cost Accountant as Cost Auditor for auditing the cost accounts of the Company for the financial year 2018-19. The Auditor has confirmed his eligibility under Section 141 of the Companies Act, 2013 and the rules framed there under for appointment as Cost Auditor of the Company.

(iii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Shri A. K. Labh, Company Secretary in Practice (CP Regn. no. 3238) to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Report of the Secretarial Auditor is annexed to this report as Annexure III. The comments mentioned in the Secretarial Audit Report are self-explanatory.

The Board of Directors of the Company has further appointed Shri A. K. Labh, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2018-19.

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

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

Directors'' responsibility statement

Directors'' responsibility statement pursuant to section 134(3)(c) of the Companies Act, 2013 is attached herewith as Annexure V.

Information of employees

The prescribed information of Employees required under Section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure VI.

Subsidiary Company

Orient Electric Limited has ceased to be a wholly owned subsidiary of the Company since the Scheme of Arrangement between the Company and Orient Electric Ltd. having been effective. Accordingly shares held by the Company in the said subsidiary stand cancelled in terms of the Scheme of Arrangement.

Related Party Transactions

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, during the financial year were in the ordinary course of business and on arm''s length basis.

All the Related Party Transactions are presented to the Audit Committee and the Board. Prior omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions are presented before the Audit Committee and Board of Directors on a quarterly basis specifying the nature, value and terms and conditions of the transactions. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 have been given in the prescribed form AOC -2 as Annexure VII. The Related Party transactions Policy as approved by the Board is uploaded in the Company''s website http://orientpaperindia.com/codes-policies.

Remuneration Policy

The Board has, on the recommendation of its nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Risk Management

Pursuant to Section 134 of the Companies Act, 2013 and Regulation

17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a risk management policy. The policy comprises of a robust business risk management framework to identify, evaluate and mitigate potential business risks. The business risk framework defines the risk level including documentation and reporting.

Whistle Blower Policy

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. In line with these objectives the Company has adopted a Vigil Mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement.

Details of the Whistle Blower Policy are stated in the Corporate Governance Report. Web link for the policy in the website is http:// orientpaperindia.com/codes-policies.

Prevention of Sexual Harassment of Women at Workplace

It has been an endeavor of your Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them.

The Company as required under the provisions of the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013” has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto.

The Company has not received any complaint under the said policy during the year. Web link for the policy in the website is http://orientpaperindia.com/codes-policies.

Internal Financial Controls with reference to Financial Statements

The Company has adequate internal financial control procedures commensurate with its size and nature of business. The Company has identified and documented all key internal financial controls, which impact the financial statements, as part of its Standard Operating Procedures (SOP). The SOPs are designed for all critical processes across all its plants and offices wherein financial transactions are undertaken. The Financial controls are tested for operating effectiveness through ongoing monitoring and review process by the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

Material Changes and Commitment Affecting Financial Position of the Company

There are no material changes and commitment affecting financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31st March 2018 and the date of this Report.

Significant and Material Orders Passed by the Regulators or Courts

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

Acknowledgements

Your Directors place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, government agencies, supply chain partners and the employees for their valuable contribution, co-operation and support in the Company''s endeavors to achieve continuous growth and progress.

By Order of the Board of Directors

C. K. Birla

Chairman (DIN: 00118473)

New Delhi, 2nd May, 2018

---

Mar 31, 2017

Dear Shareholders,

We are pleased to present the annual report along with the audited accounts of your company for the year ended 31st March, 2017.

Financial results

The financial performance of the Company for the year ended 31st March 2017 is summarized below:

(Rs, in crores)

Particulars	2016-17	1 2015-16
Gross sales	2032.22	1967.17
Total Revenue (net of excise)	1900.52	1837.74
Earnings before interest, depreciation, amortization & taxation	155.63	116.85
Interest/Finance costs	44.32	51.19
Profit/(Loss) before depreciation and taxation	111.31	65.66
Depreciation	43.78	44.31
net profit/(Loss) before taxation	67.53	21.35
Taxation	16.94	0.33
net profit/(Loss)	50.59	21.02
Profit brought forward from last year	111.03	96.17
Profit available for appropriations	161.62	117.19
Appropriations
Transfer to General Reserve	30.00	-
Dividend on Equity shares	-	5.12
Corporate dividend tax	-	1.04
Balance carried to Balance Sheet	131.62	111.03
Total	161.62	117.19
EPS (H)	2.45	1.02

Share Capital

During the year, the Company issued 73,16,742 equity shares of face value of Re. 1 each at a price of H68 per share on rights basis to the shareholders for an aggregate amount of RS,49.75 crores. As a result, your Company''s paid-up capital has increased from RS,20.49 crores to RS,21.22 crores. Amount raised from the equity issue was utilized for the objects specified in the Letter of Offer.

Dividend

Subject to the shareholders'' and other requisite approvals, your Directors recommend payment of final dividend of Re. 0.50 (50%) per equity share of Re. 1 each. This is in addition to the Interim Dividend of Re. 0.50 (50%) per equity share of Re. 1 each declared on 17th April 2017 by the Board of Directors of the Company, bringing the total dividend for the year Re. 1 (100%).

Economic climate and our performance

The year under review has been quite eventful for the Indian economy with far reaching positive developments like passage of GST bills and demonetization. On the political front also there is growing stability, which should encourage the Government to undertake further economic reforms. The fact that the Indian economy grew by 7.1% for the year, despite the temporary setback during demonetization, has demonstrated the underlying resilience of our economy.

Your Company''s performance has also been quite encouraging.

Our Paper business has done particularly well with several cost reduction and efficiency improvement efforts and has achieved significantly higher profitability. We also completed our Tissue expansion project and started commercial production with effect from 1st May 2017. This will further boost the future performance of our Paper business.

Our Electric business continues to achieve steady growth increasing its market share in all its verticals i.e. Fans, Lighting, Appliances and Switchgears.

Our decision to demerge Electric business from the Company is aimed at further unlocking value for our stakeholders as also to provide greater focus to both businesses for respective growth and development. We expect this demerger to become effective soon.

We are therefore quite excited about your Company''s future prospects.

Sustainable Development and Environment

We consider sustainable development and environment protection as integral part of our management culture and philosophy. Significant work continues to be done in these areas on a consistent and sustainable basis. Details of our efforts and activities in this direction are provided in subsequent chapters in this report.

Cash Flow Analysis

In conformity with the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the cash flow statement for the year ended 31 March 2017 is included in the annual accounts.

Corporate Governance

Your Company is in full compliance with the Corporate Governance requirements in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance and a certificate from the auditors confirming compliance with the Corporate Governance requirements are attached.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached.

Deposits

The Company has not accepted any deposit from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Company''s (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantee and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Corporate Social Responsibility

Pursuant to the requirement of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee was constituted. Details of the CSR activities as required under Section 135 of the Companies Act, 2013 are given in the CSR Report as Annexure I.

Extract of Annual Return

The extract of Annual Return in form MGT 9 is annexed herewith as Annexure II.

Directors and Key Managerial Personnel Directors

(i) Re-appointment of Shri M. L. Pachisia as Managing Director of the Company

The term of appointment of Shri M. L. Pachisia (Dm: 00065431) as the Managing Director of the Company ended on 31st March 2017. The nomination & Remuneration Committee and the Board of Directors of the Company at their respective meetings held on 20th January, 2017 approved the re-appointment of Shri M. L. Pachisia as Managing Director (a Key Managerial Personnel) from 1st April 2017 to 31st March, 2018, subject to the approval of shareholders of the Company and such other approvals as may be required. Accordingly, the approval of the shareholders is being sought for his reappointment as Managing Director of the Company.

(ii) Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri C K Birla (Din: 00118473), Director of the Company, retires by rotation and being eligible offers himself for re-appointment.

(iii) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements)

Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of its various Committees. The manner in which the evaluation has been carried is explained in the Corporate Governance Report.

(iv) Board Meetings

The details of meetings of the Board and its various committees are given in the Corporate Governance Report. none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.

All the Independent Directors have given their declaration confirming that they meet the criteria of independence in terms of Section 149(6) of the Companies Act, 2013.

Auditors

(i) Statutory Auditors

The Shareholders of the Company at the Annual General Meeting held on 22nd August, 2014 appointed M/s. S. R. Batliboi & Co LLP, Chartered Accountants as the Auditors of the Company for a period of 3 years and the term of the Auditors at the conclusion of the forthcoming Annual General Meeting of the Company.

Accordingly, the Board of Directors has decided to appoint M/s. Price Waterhouse & Co. Chartered Accountants, LLP (LLP Regn. no. 304026E/E300009) as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of the forthcoming Annual General Meeting subject to ratification at each Annual General Meeting. The Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the rules framed there under for appointment as Auditors of the Company.

(ii) Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, Shri Somnath Mukherjee, Cost Accountant (Membership no. M/5343) was appointed for the financial year ending 31st March 2017 to conduct cost audit for the products covered under the said rule. The Board of Directors of the Company, on the recommendation of the Audit Committee has further appointed Shri Somnath Mukherjee, Cost Accountant as Cost Auditor for auditing the cost accounts of the Company for the financial year 2017-18. The Auditor has confirmed his eligibility under Section 141 of the Companies Act, 2013 and the rules framed there under for appointment as Cost Auditors of the Company.

(iii) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Shri A. K. Labh, Company Secretary in Practice (CP Regn. no. 3238) to undertake the Secretarial Audit of the Company for the financial year 2016-17. The Report of the Secretarial Auditor is annexed to this report as Annexure III. The comments mentioned in the Secretarial Audit Report are self-explanatory.

The Board of Directors of the Company has further appointed Shri A. K. Labh, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2017-18.

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

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

Directors'' responsibility statement

Directors'' responsibility statement pursuant to section 134(3)(c) of the Companies Act, 2013 is attached herewith as Annexure V note nos. 28 and 38 appearing in the notes to Financial Statements referred to in the Auditors'' Report are self explanatory.

Information of employees

The prescribed information of Employees required under Section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure VI .

Demerger of Electric business

During the year, the Company decided to demerge its Consumer Electric Business into a separate company "Orient Electric

Limited” with a view to unlock value for shareholders and allow a focused growth strategy, which would be in the best interest of the Company, its shareholders, creditors and other stakeholders. Applications have been filed before the national Company Law Tribunal, Kolkata for necessary orders.

Subsidiary Company

During the year, Orient Electric Limited (OEL) was formed as a wholly owned subsidiary of the Company for the purpose of de-merger of Company''s Consumer Electric Business as per the Scheme of Arrangement between the Company and OEL. After the Scheme being effective, shares held by the Company in the said subsidiary will stand cancelled in terms of the Scheme of Arrangement.

Related Party Transactions

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, during the financial year were in the ordinary course of business and on arms length basis.

All the Related Party Transactions are presented to the Audit Committee and the Board. Prior omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions are presented before the Audit Committee and Board of Directors on a quarterly basis specifying the nature, value and terms and conditions of the transactions. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 have been given in the prescribed form AOC -2 as Annexure VII. The Related Party transactions Policy as approved by the Board is uploaded in the Company''s website www.orientpaperindia.com

Remuneration Policy

The Board has, on the recommendation of its nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Risk Management

Pursuant to Section 134 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a risk management policy. The policy comprises of a robust business risk management framework to identify, evaluate and mitigate potential business risks. The business risk framework defines the risk level including documentation and reporting.

Whistle Blower Policy

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. In line with these objectives the Company has adopted a Vigil Mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement.

Details of the Whistle Blower Policy are stated in the Corporate Governance Report. We blink for the policy in the website is http:// orientpaperindia.com/codes-policies

Prevention of Sexual Harassment of Women at Workplace

It has been an endeavor of your Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them.

The Company as required under the provisions of the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013” has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto.

The Company has not received any complaint under the said policy during the year. We blink for the policy in the website is http://orientpaperindia.com/codes-policies

Internal Financial Controls with reference to Financial Statements

The Company has adequate internal financial control procedures commensurate with its size and nature of business. The Company has identified and documented all key internal financial controls, which impact the financial statements, as part of its Standard Operating Procedures (SOP). The SOPs are designed for all critical processes across all its plants and offices wherein financial transactions are undertaken. The Financial controls are tested for operating effectiveness through ongoing monitoring and review process by the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

Material Changes and Commitment Affecting Financial Position of the Company

There are no material changes and commitment affecting financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31st March 2017 and the date of this Report.

Significant and Material Orders Passed by the Regulators or Courts

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

Acknowledgements

Your Directors place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, government agencies, supply chain partners and the employees for their valuable contribution, co-operation and support in the Company''s endeavors to achieve continuous growth and progress.

By Order of the Board of Directors

C. K. Birla

Chairman

new Delhi, 16th May, 2017 (DIn: 00118473)

---

Mar 31, 2015

Dear Members,

We are pleased to present the annual report along with the audited accounts of your company for the year ended 31st March, 2015.

Financial results

The financial performance of the Company for the year ended 31st March 2015 is summarised below:

Rs. In crores

2014-15 2013-14

Gross sales 1796.72 1691.51

Total income (net of excise) 1689.00 1616.15

Earnings before interest, 45.34 85.39 depreciation, amortisation & taxation

Interest/Finance costs 43.78 37.12

Profit/(Loss) before 1.56 48.27 depreciation and taxation

Depreciation 43.70 46.81

net profit/(Loss) before taxation (42.14) 1.46

Taxation (13.49) (2.78)

Net profit/(Loss) (28.65) 4.24

Profit brought forward 127.27 130.43 from last year

Profit available for appropriations 98.62 134.67

Appropriations

Transfer to General Reserve - 5.00

Dividend on Equity shares 2.05 2.05

Corporate dividend tax 0.40 0.35

Balance carried to Balance Sheet 96.17 127.27

Total 98.62 134.67

EPS (C) (1.40) 0.21

Dividend

Subject to the shareholders'' and other requisite approvals, your Directors recommend payment of dividend of Rs.0.10 per equity share of Rs.1 each (10%) for the year ended 31 March 2015.

Economic climate and our performance

After almost three decades, we now have a Government with a firm mandate, which has generated renewed optimism and expectations for accelerated growth of the Indian economy. While expected results are not yet visible, we do believe that the Government is moving in the right direction. We are encouraged by the initiatives to promote ''Make in India'' and the progress being made towards introduction of GST in a time bound manner. Early implementation of these proposals will positively lead our Nation on the path of high GDP growth and welfare of all our citizens.

However, many of these initiatives are still in the work-in-progress stage and the economy is in the process of a gradual turnaround. As a result, demand for most products remained subdued.

In this background your company has taken concrete steps to prepare itself to take full advantage of the expected upturn.

In this process we have invested time and money in building a new brand identity for our electric products which has been widely appreciated and has resulted into Orient being recognised as a ''Master brand''.

While details of our performance in each of our businesses are shared in the Management discussion and analysis some of the major highlights have been:

Increase in our market shares for almost all products;

Improvements in our efficiencies and cost effectiveness;

Strengthening of our organisation structure and human resources;

However, our results for the year have been impacted by the substantial additional spend on brand promotion for the Electric business and continued pressure on margins being faced by the Indian paper industry as a whole.

We are also happy to inform you that our new low voltage switchgear manufacturing plant at Noida has started production in March and its products have been launched in April 2015. This is a new business segment with great potential for growth for our Electric division.

All in all, we are working on fairly aggressive plans to grow both our Electric and Paper divisions and are confident of achieving higher volumes and substantially improved profitability.

Sustainable Development and Environment

We consider sustainable development and environment protection as integral parts of our management culture and philosophy. Significant work continues to be done in these areas on a consistent and sustainable basis. Details of our efforts and activities in this direction are provided in subsequent chapters in this report.

Cash Flow Analysis

In conformity with the provisions of Clause 32 of the Listing Agreement(s), the cash flow statement for the year ended 31 March 2015 is included in the annual accounts.

Corporate Governance

Your Company is in full compliance with the Corporate Governance requirements in terms of Clause 49 of the Listing flgreement(s). A report on Corporate Governance and a certificate from our auditors confirming compliance with the Corporate Governance requirements are attached and form part of this report.

Share capital

There was no change in the share capital of the Company during the financial year 2014-15.

Deposits

The Company has not accepted any deposit from public falling within the ambit of Section 73 of the Companies Act, 2013 and The Company''s (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantee or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 ore given in the notes to the Financial Statements.

Corporate Social Responsibility

Pursuant to the requirement of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee was constituted. Details of the CSR activities as required under Section 135 of the Companies Act, 2013 are given in the CSR Report os Annexure I.

Extract of Annual Return

The extract of Annual Return in form MGT 9 is annexed herewith as Annexure II.

Related Party Transactions

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on arms length basis.

All the Related Party Transactions are presented to the Audit Committee and the Board. Prior omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions are presented before the Audit Committee and Board of Directors on quarterly basis specifying the nature, value and terms and conditions of the transactions. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 have been given in the prescribed form AOC -2 as Annexure VII. The Related Party transactions Policy as approved by the Board is uploaded in the Company''s website www.orientpaperindia.com

Directors and Key Managerial Personnel

Directors

(i) Appointment

Ms. Gauri Rasgotra (DIN:06862334) has been appointed as an Additional Director of the Company in the category of Independent Director with effect from 26th September 2014 and shall hold office upto the date of the ensuring Annual General Meeting. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013, from a member proposing her appointment as Director.

(ii) Appointment of Independent Directors

In terms of the provisions of Section 149 of the Companies Act, 2013 and Listing Agreement, the Board on the recommendation of the nomination and Remuneration Committee, appointed Shri Basant Kumar Jhawar (DIn:00086237), Shri Amitabha Ghosh (DIn:00055962), Mr. Michael Bastian (DIn:00458062) and Shri narendra Singh Sisodia (DIn: 06363951) as Independent Directors of the Company for a term of 5 years w.e.f. 22nd July 2014. The shareholders by Postal Ballot conducted by the Company approved their appointment on 10th December 2014.

All the Independent Directors have given their declaration that they meet the criteria of independence in terms of Section 149(6) of the Companies Act, 2013.

(iii) Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri C K Birla (DIn: 00118473), Director of the Company, retires by rotation and is eligible for re-appointment.

(iv) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out on annual performance evaluation of its own performance, the directors individually as well as the evaluation of the various Committees of the Board. The manner in which the evaluation has been carried is explained in the Corporate Governance Report.

(v) Board Meetings

The details of meetings of the Board and its various committees are given in the Corporate Governance Report.

Key Managerial Personnel

In compliance with the provisions of Section 203 of the Companies Act, 2013, the Company has appointed Shri Manohar Lal Pachisia (DIn:00065431), Managing Director, Shri Pradeep Kumar Sonthalia, Chief Financial Officer (FCA 051030) and Shri Ram Prasad Dutta (ACS 14337), Company Secretary as the Key Managerial Personnel of the Company.

Auditors

(I) Statutory Auditors

The Shareholders of the Company at their Annual General Meeting held on 22nd August, 2014 appointed M/s. S. R. Batliboi & Co LLP, Chartered Accountants as the Auditors of the Company for a period of 3 years subject to ratification of the appointment by the Members at every Annual General Meeting.

Accordingly, members are requested to ratify appointment of M/s. S. R. Batliboi & Co LLP, Chartered Accountants, the Auditors of the Company to hold office from the conclusion of the ensuring Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. The Auditors has confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company.

(II) Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, Shri Somnath Mukherjee, Cost Accountant (Membership no. M/5343) was appointed for the financial year ending 31st March 2015 to conduct cost audit for the products covered under the said rule.

(III) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Shri A. K. Labh, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Report of the Secretarial Auditor is annexed to this report as Annexure III.

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

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

Directors'' responsibility statement

Directors'' responsibility statement pursuant to section 134(3)(c) of the Companies Act, 2013 are given in Annexure V to the annual report.

Note No. 35 appearing in Notes to Financial Statements referred to in the Auditors'' Report is self-explanatory.

Information of employees

The prescribed information of Employees required under Section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure VI .

Remuneration Policy

The Board has, on the recommendation of the nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Risk Management

Pursuant to Section 134 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has adopted a risk management policy. The policy comprises of a robust business risk management framework to identify and evaluate of business risks. The business risk framework defines the risk level including documentation and reporting.

Whistle Blower Policy

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. In line with these objectives the Company has adopted a Vigil Mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement.

Details of the Whistle Blower Policy are stated in the Corporate Governance Report.

Significant and Material Orders Passed by the Regulators or Courts

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

Acknowledgements

Your Directors place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, government agencies, supply chain partners and the employees for their valuable contribution, cooperation and support in the Company''s endeavours to achieve continuous growth and progress.

By Order of the Board

C. K. Birla new Delhi, 11th May, 2015 Chairman

---

Mar 31, 2014

Dear Shareholders,

I We are pleased to present the annual report along with the audited accounts of your company tor the year ended 31st March, 2014.

Financial results

The financial performance of the Company for the year ended 31st March 2014 is summarised below:

Rs In crores 2013-14 2012-13 Gross sales 1691.51 1386.05

Total income (net of excise) 1616.15 1287.19

Earnings before interest, depreciation, amortisation 6 taxation 85.39 10.58

Interest/Finance costs 37.12 19.19

Profit/(Loss) before depreciation and taxation 48.27 (8.61)

Depreciation 46.81 36.71

net profit/(Loss) before taxation 1.46 (45.32)

Taxation (2.78) (13.08)

net profit/(Loss) 4.24 (32.24)

Profit brought forward from last year 130.43 170.07

Profit available for appropriations 134.67 137.83

Appropriations

Transfer to General Reserve 5.00 5.00

Dividend on Equity shares 2.05 2.05

Corporate dividend tax 0.35 0.35

Balance carried to Balance Sheet 127.27 130.43

Total 134.67 137.83

EPS (Rs.) 0.21 (1.57)

Dividend

Subject to the shareholders'' and other requisite approvals, your Directors recommend payment of dividend of Re. 0.10 per equity share of Re. 1 each (10%) for the year ended 31 March 2014.

Economic climate and our performance

Hs is well known, the slowdown in the Indian economy continued during the year under review with GDP growth rate coming down to less than 5%. Growth in the manufacturing sector has been even much lower. On the other hand cost of most major inputs has continued to rise putting pressure on margins.

We are however happy to report that in spite of these challenges, your company has been able to achieve substantial growth in both our businesses of Electric products and Paper.

We have also steadfastly pursued improvements in our efficiencies and costs, while continuing new product developments. These efforts have been backed up by increased marketing efforts and aggressive promotion.

In this context, you must have noticed the launch of the new brand identity for our Electric products and the campaign to support it. We are happy to report that this has received enthusiastic response from the markets.

Our Paper division has also shown appreciable improvement through increased volumes and sustained cost containment efforts. This momentum is expected to be sustained.

Hs result of these initiatives, your company has recorded a growth of 24% in its net sales turnover, which is considered more than satisfactory under the circumstances.

Further details on these aspects are covered by the Management discussion and analysis, which forms a part of this report.

In addition to the product range already introduced in our Electric business, we are now in the process of introducing a range of switch gears which we hope to launch by the last quarter of this financial year.

Overall we are highly encouraged by the progress we have made during the year under review and are even more excited about the future growth potential once the economy regains momentum of growth, which in our opinion is inevitable.

Corporate Governance

Your Company is in full compliance with the Corporate Governance requirements in terms of Clause 49 of the Listing Hgreement(s). H report on Corporate Governance and a certificate from our auditors confirming compliance with the Corporate Governance requirements are attached and form part of this report.

Sustainable development and environment

We consider sustainable development and environment protection as integral parts of our management culture and philosophy. Significant work continues to be done in these areas on a consistent and sustainable basis. Details of our efforts and activities in this direction are provided in subsequent chapters in this report.

Cash Flow analysis

In conformity with the provisions of Clause 32 of the Listing Hgreement(s), the cash flow statement for the year ended 31 March 2014 is included in the annual accounts.

Statutory matters

Directors

In compliance of the provisions of Section 152 of the Companies

Hct, 2013, Shri C K Birlo, promoter director of the company, retires by rotation and is eligible tor re-election.

Auditors

M/s. 5. R. Batliboi & Co. LLP, Chartered Rccountants and Ruditors ot the Company, retire and otter themselves tor reappointment.

Cost auditors

Rs required under the provisions ot Section 233B ot the Companies Ret, 1956, qualitied cost auditors mere appointed to conduct cost audits.

Conservation of energy, technology absorption. Foreign exchange earnings and outgo

Details regarding conservation ot energy, research and development, technology absorption, foreign exchange earnings and outgo are turnished in Rnnexure "H" to this report, pursuant to the provisions ot the Companies Ret, 1956 read with the Companies (Disclosure ot Particulars in the Report ot Board ot Directors) Rules, 1988.

Directors'' responsibility statement

Directors'' responsibility statement pursuant to section 217(2RR) ot the Companies Ret, 1956 are given in Rnnexure "B" to the annual report.

note no. 35 appearing in notes to Financial Statements referred to in the Ruditors'' Report is self-explanatory.

Particulars of employees

Particulars of employees pursuant to section 217(2R) of the Companies Ret, 1956 are given in Rnnexure "C" to the annual report.

Acknowledgements

Your Directors place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, government agencies, supply chain partners and the employees for their valuable contribution, cooperation and support in the Company''s endeavours to achieve continuous growth and progress.

By Order of the Board New Delhi, 8th May, 2014 C.K. Birla Chairman

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Mar 31, 2013

The are pleased to present the annual report along with the audited accounts of your Company for the year ended 31st March, 2013.

The demerger of Company''s cement business into a separate Company Orient Cement Limited was completed during the year. This has paved the way for shareholders of the Company to participate directly in a focussed entity engaged in the cement business. We are confident that this pragmatic step will yield rich dividends in the long run and lay a strong foundation for future growth.

Financial results

The financial performance of the Company for the year ended 31st March 2013 is summarised below:

(In crores)

2012-13 2011-12

Gross sales 1386.05 2763.79

Total income (net of excise) 1287.19 2512.93

Earnings before interest, depreciation, amortisation & taxation 10.58 449.08

Interest/Finance costs 19.19 42.33

Profit/(Loss) before depreciation and taxation (8.61) 406.75

Depreciation 36.71 88.40

Net profit/(Loss) before taxation (45.32) 318.35

Taxation (13.08) 106.07

Net profit/(Loss) (32.24) 212.28

Profit brought forward from last year 170.07 105.04

Profit available for appropriations 137.83 317.32

Appropriations

Transfer to capital Redemption Reserve 1.00

Transfer to General Reserve 5.00 100.00

Dividend on preference shares 0.02

Dividend on Equity shares 2.05 39.77

Corporate dividend tax 0.35 6.46

Balance carried to Balance Sheet 130.43 170.07

Total 137.83 317.32

EPS (1.57) 10.94

*Results for the year, being exclusive of the cement business, are not comparable with the previous year.

Dividend

Although your Company has incurred a loss during the year, your directors recommend payment of dividend of Rs. 0.10 per equity share of Rs. 1 each (10%) for the year ended 31st March 2013 out of surplus profits carried forward from previous year.

Economic climate and our performance

The Indian economy has been passing through a period of slow down with GDP growth coming down to close to 5.5% during the year under review.

In our view, the major factors responsible for slow-down in the economy have been the slow pace of infrastructure development and unprecedented increases in prices of vital inputs.

However, there have been some positive policy pronouncements recently, which if successfully implemented could result in restoration of the growth momentum.

Notwithstanding these difficult circumstances, we continued to invest in long term growth potential for both our Electricals and Paper businesses. Therefore, even though our performance in terms of profitability for the year has been unsatisfactory, mainly due to poor performance of the Paper business, we remain confident of significant improvement going forward because of several initiatives taken by us, details of which are being shared with you in subsequent chapters in this report.

During the year under review, the Indian Paper industry in general faced unprecedented cost increases particularly in cost of pulpwood. At the same time, Paper prices remained under pressure for most of the year because of substantial new capacities having been added in the previous year. While there has been some positive movement in Paper prices towards the end of the year, this has not been adequate to cover increases in costs. Therefore, margins in the Indian Paper industry in general are likely to remain under pressure for some time.

Additionally, for the past few years our Paper business had been facing two major internal problems due to prolonged shut down of operations during the summer months and unstable operation of our aging power generation facilities. We are happy to report that long term measures to mitigate both these challenges have now been put in place. As already reported last year, our recently constructed water reservoirs of 250 million gallons are now able to take care of the water shortage problem during summer months. The unstable power generation problem has also been resolved by commissioning of our new 55 MW power plant in December 2012. Apart from helping in stable operations of the Paper plant, this will also result in substantial cost reduction, as already evidenced by improved performance of the Paper division from February 2013.

While our Paper division achieved a growth of 5.5% in turnover, our losses from this division were higher. However, the division''s results for last quarter of the year have improved significantly since the stabilization of the new power plant and we expect this trend to continue. 1 In the Electricals business, the Indian Fan industry is estimated to have grown by approx. 7% during the year. Against this, we have achieved a growth of 10% in our Fan volumes and have thus gained market share. A number of new SKUs and high end models were introduced during the year and were backed up by a new ad campaigns.

Sales of Orient lighting also grew by 33% against the industry growth of around 12%. Thus our market share, particularly in CFLs and Consumer Luminaires increased. Going forward, we plan to further expand our market reach and lay greater focus on sales of Consumer Luminaires, LED Light Sources and Systems, which provide better margins.

It will be recalled that we had introduced a range of domestic electrical appliances last year. This year we achieved a turnover of Rs. 53 crores from these products. While this was below our expectations, we are pleased at the positive feedback from the customers about quality and designs of our products. With changing life style, these products provide a huge opportunity for growth, which we shall pursue aggressively.

Overall our electrical business achieved a growth of 21.5% in net sales and 8.6% in PBIT over the previous year.

Detailed business analysis, review and operational performance of each of our business segments are covered in the management discussion and analysis chapter, which forms a part of this report.

Corporate Governance

Your Company is in full compliance with the Corporate Governance requirements in terms of Clause 49 of the Listing Agreement(s). A report on Corporate Governance and a certificate from our auditors confirming compliance with the Corporate Governance requirements are attached and form part of this report.

Sustainable development and environment

We consider sustainable development and environment protection as integral parts of our management culture and philosophy. Significant work continues to be done in these areas on a consistent and sustainable basis. Details of our efforts and activities in this direction are provided in subsequent chapters in this report.

Cash flow analysis

In conformity with the provisions of Clause 32 of the Listing Agreement(s), the cash flow statement for the year ended 31 March 2013 is included in the annual accounts.

statutory matters

Directors

Shri Narendra Singh Sisodia was appointed as an Additional Director of the Company during the year and holds office up to the ensuing Annual General meeting. A notice has been received from a shareholder pursuant to

Section 257 of the Companies Act, 1956 proposing Shri Sisodia as a Director of the Company.

Shri C K Birla and Shri Amitabha Ghosh, directors of the Company, retire by rotation and are eligible for re-election.

Auditors

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants and Auditors of the Company, retire and offer themselves for reappointment.

cost auditors

As required under the provisions of Section 233B of the Companies Act, 1956, qualified cost auditors were appointed to conduct cost audits.

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

Details regarding conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo are furnished in Annexure "A" to this report, pursuant to the provisions of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Directors'' responsibility statement

Directors'' responsibility statement pursuant to Section 217(2AA) of the Companies Act, 1956 are given in Annexure "B" to the annual report.

Note No. 38 appearing in Notes to Financial Statements referred to in the Auditors'' Report is self-explanatory.

particulars of employees

Particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 are given in Annexure "C" to the annual report.

Acknowledgements

Your Directors place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, government agencies, supply chain partners and the employees for their valuable contribution, cooperation and support in the Company''s endeavours to achieve continuous growth and progress.

By Order of the Board

C.K. Birla

New Delhi, 8th May, 2013 Chairman

---

Mar 31, 2012

The are pleased to present the annual report along with audited accounts of your Company for the year ended 31st March 2012.

Financial results

The financial performance of the Company for the year ended 31st March 2012 is summarised below:

(Rs.in crores)

2011-12 2010-11

Gross sales 2763.79 2,175.00

Total income (net of excise) 2512.93 1,996.64

Earnings before interest, depreciation, amortisation & taxation 449.08 332.77

Interest/Finance costs 42.33 41.78

Profit before depreciation and taxation 406.75 290.99

Depreciation 88.40 81.48

Net profit before taxation 318.35 209.51

Taxation 106.07 66.41

Net profit 212.28 143.10

Profit brought forward from last year 105.04 169.46

Profit available for appropriations 317.32 312.56

Appropriations

Transfer to Debenture Redemption Reserve - 23.75

Transfer to Capital Redemption Reserve 1.00 0.00

Transfer to General Reserve 100.00 150.08

Dividend on preference shares 0.02 0.06

Dividend on ordinary shares 39.77 28.93

Corporate dividend tax 6.46 4.70

Balance carried to Balance Sheet 170.07 105.04

Total 317.32 312.56

EPS 10.94 7.42

Dividend

Subject to the shareholders' and other requisite approvals, your Directors recommend payment of final dividend of Rs. 1/- per equity share of Rs. 1 each (100%) for the year ended 31 March 2012. This is in addition to the interim dividend of Rs. 1/- (100%) paid earlier during the year, bringing the total dividend for the year Rs. 2/- (200%). The cash outflow on account of dividend on equity capital(including interim dividend), Preference Shares and dividend tax works out to Rs. 4625 lacs, which constitutes 21.79% of our net profit for the year.

During the year, the Board of Directors decided to redeem 1,00,000 - 6% redeemable Non- convertible Debentures of Rs. 100/- each for an aggregate amount of Rs. 1,00,00,000 and the said shares were redeemed on 27th July, 2011.

Allotment of Equity Shares

During the year, 1,20,00,000 equity shares of Rs. 1/- each were allotted to the promoter group consequent upon conversion of convertible warrants issued by the company. Funds raised under the issue were utilised for the purpose as sanctioned.

Forfeiture of Equity shares

During the year 16010 partly paid up equity shares were forfeited consequent upon non payment of call money by the respective shareholders.

Demerger of Cement division

The Board, shareholders and creditors of Orient Paper & Industries Limited (OPIL) have approved a scheme for demerger of the Cement Undertaking of OPIL to Orient Cement Limited. OPIL and Orient Cement Limited have filed applications in Court seeking sanction for such demerger, which is now pending final hearing.

Economic climate and our performance

There has been a perceptible slow down in the Indian economy with GDP growth coming down to below 7% for the year under review as against over 8% growth achieved during past several years.

While slow-down in International economy caused by Euro zone crisis must have also contributed to this,

we believe that internal factors like slow pace of infrastructure development, high inflation, unprecedented increases in prices of vital input like coal and power, credit squeeze applied by RBI and general lack of policy direction were the major factors in bringing down the rate of growth.

However, India still continues to be one of the fastest growing economies of the world and we hope that the Government will take effective and pro-active steps to restore the growth momentum to above 8% soon.

It is a matter of satisfaction that even in the face of these challenges, we were able to achieve a growth of 27 % in our net sales turnover and 48 % in our net profit after tax.

Domestic cement demand grew by 6.6% during the year due to the good growth recorded during 2nd half of the year under review. However, there was no growth in the Southern region, mainly because of negative growth of -8% in Andhra Pradesh. We were however able to increase our cement sales volumes by 8% and gain market share in our core markets. We could also achieve a capacity utilisation of 77% compared to the industry average of 68% in South & West, where our plants are located. In spite of huge pressure on our costs because of factors totally beyond our control, we were also able to increase our PBIT from cement business by 62% through a combination of higher volumes, better product & market mix and cost reduction efforts.

Because of slow-down in construction activities, overall demand for Fans also came down by 2.8% compared to previous year. However, we were still able to achieve a 5.6% growth in our Fan volumes through introduction of new and exciting models and increasing our distribution reach. In lighting products, we increased our sales volumes by 38 % and introduced several new SKUs. Towards the end of this financial year, we also launched a wide range of household electrical appliances. Overall our electrical division achieved a growth of 18 % in net sales turnover for the year. Also, we were able to achieve similar profitability level in this division as the preceding year in spite of substantial cost and competitive pressures.

In our paper division also, we were able to increase our Paper volumes by 22 % in spite of 43 days shut down in the 1st quarter due to water scarcity and loss of 5 days output in December due to a minor fire incident in the power plant. Paper volume could have still been higher but for frequent break-down of our aging power plant. The Chemical plant performed satisfactorily. However, there were unprecedented increases in prices of pulp wood, coal and power which resulted in substantially increased losses from this business. Going forward, we expect this division's performance to improve once the new 55 MW power plant, now nearing completion, gets commissioned as it will not only bring down the cost of energy but will also contribute towards stabilizing operations. We also do not expect any water scarcity related shut down in 2012-13 as there is adequate water available in our water reservoirs. The proportion of value added Tissue papers is also expected to increase as the additional rewinder for the 2nd Tissue machine is now fully operational.

Detailed business analysis, review and operational performance of each of our business segments are covered in the management discussion and analysis chapter, which forms a part of this report.

Corporate Governance

Your Company is in full compliance with the Corporate Governance requirements in terms of Clause 49 of the Listing Agreement(s). A report on Corporate Governance and a certificate from our auditors confirming compliance with the Corporate Governance requirements are attached and form part of this report.

Sustainable development and environment

We consider sustainable development and environment protection as integral parts of our management culture and philosophy. Significant work continues to be done in these areas on a consistent and sustainable basis. In new initiative, we have agreed to partner with Madhya Pradesh Government in all round development of 2 areas around our Paper plant under the Rajiv Gandhi water shed development project. Details of our efforts and activities in this direction are provided in the chapters covering detailed analysis of each of our businesses.

Carbon credits for cement division

We received 126317 CERs for the year 2008-09 during this year. Therefore, an income of only Rs. 3.33 cr has been recognised during this year based upon prevailing market prices as at 31st March 2012. Our claim for a further 47000 CERs for the year 2009-10 is presently under consideration of the CDM Board. No income from these expected CERs has been accounted for during the year under review. This will be taken into account on receipt of the approved CERs.

Cash flow analysis

In conformity with the provisions of Clause 32 of the Listing Agreement(s), the cash flow statement for the year ended 31 March 2012 is included in the annual accounts.

Statutory matters Debentures

The funds raised by issue of debentures from time to time were utilised for the purposes as sanctioned.

Directors

Shri P.K. Sen ceased to be a Director of the Company w.e.f. 8

August,2011. The Board places on record its appreciation of the valuable contribution made by Shri P.K. Sen during his long tenure as a member of our Board.

Mr. Michael Bastian and Shri B.K. Jhawar , directors of the company, retire by rotation and are eligible for re election.

Auditors

M/s. S. R. Batliboi & Co., Chartered Accountants and Auditors of the Company, retire and offer themselves for reappointment.

Cost auditors

As required under the provisions of Section 233B of the Companies Act, 1956, qualified cost auditors were appointed to conduct cost audits.

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

Details regarding conservation of energy, Research and Development, foreign exchange earnings and outgo are furnished in Annexure "A" to this report, pursuant to the provisions of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Directors' responsibility statement

Directors' responsibility statement pursuant to section 217(2AA) of the Companies Act, 1956 are given in Annexure "B" to the annual report.

Note No.40 appearing in accounts referred to in the Auditors' Report is self-explanatory.

Particulars of employees

Particulars of employees pursuant to section 217(2A) of the Companies Act, 1956 are given in Annexure "C" to the annual report.

Acknowledgements

Your Directors place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, government agencies, supply chain partners and the employees for their valuable contribution, cooperation and support in the Company's endeavours to achieve continuous growth and progress.

By Order of the Board

New Delhi, C. K. Birla

2 May, 2012 Chairman

---

Mar 31, 2011

We are pleased to present the annual report along with audited accounts of your Company for the year ended 31st March 2011.

Financial results

The financial performance of the Company for the year ended 31st March 2011 is summarised below:

(Rs. in crores)

2010-11 2009-10

Gross sales 2,175.00 1,768.54

Total income (net of excise) 1,996.64 1,636.04

Profit before interest, depreciation and taxation 332.77 323.65

Interest 41.78 34.53

Profit before depreciation and taxation 290.99 289.12

Depreciation 81.48 55.01

Net profit before taxation 209.51 234.11

Taxation 66.41 74.80

Net profit 143.10 159.31

Debenture Redemption Reserve written back 18.75 25.00

Profit brought forward from last year 169.46 214.41

Profit available for appropriations 331.31 398.72

Appropriations

Transfer to Debenture Redemption Reserve 23.75 18.75

Transfer to General Reserve 150.08 176.70

Dividend on preference shares 0.06 0.06

Dividend on ordinary shares 28.93 28.93

Corporate dividend tax 4.70 4.82

Balance carried to Balance Sheet 123.79 169.46

Total 331.31 398.72

EPS (Rs.) 7.42 8.26

Dividend

Subject to the shareholders and other requisite approvals, your Directors recommend payment of dividend of Rs.1.50 per equity share of Re. 1 each (150%) for the year ended 31 March 2011. The cash outflow on account of dividend on equity capital and dividend tax works out to Rs. 3,362.63 lacs, which constitutes 23.51% of our net profit for the year.

Your Directors also recommend payment of dividend on 1,00,000 6% redeemable non-cumulative preference shares of Rs. 100 each. Total dividend pay out on the preference share capital and dividend tax works out to Rs. 6.97 lacs.

Economic climate and our performance

The Indian economy is expected to record an impressive growth of over 8% for the year under review. However, the year was marked by high inflationary pressures and some slowdown in implementation of the planned infrastructure projects.

The cement sector in particular registered a domestic demand growth of only 5% against widely expected growth of 10% to 12%. In fact, cement consumption in Andhra Pradesh, one of our major markets, was 15% lower than the previous year. As a result, cement realisation was under pressure for most of the year. At the same time, there were significant statutory increases in prices of almost all the major inputs.

In this back ground, we were able to achieve a growth of 12.7% in sales of our cement and clinker and increase our market share in both our primary markets of Andhra Pradesh and Maharashtra. However, our price realisation was lower and costs increased due to higher prices of inputs. Yet, it is a matter of satisfaction that we have been able to maintain our EBITDA for the cement segment at the same level as in the previous year.

Our electrical division continued to achieve impressive growth. Our sales of fans increased to 65.48 lacs this year from 50.37 lacs in the previous year. For lighting products also, our sales increased to 86.81 lac units from 81.82 lac units in the last year. However, costs increased steeply for all major inputs like copper, aluminium etc. As a result, in spite of the significant increase in volume, our EBITDA was marginally lower than the last year for this segment.

Regrettably, our paper division lost production for 93 days during the year due to water scarcity. Yet, we achieved sales of 54,150 MT of paper as against 51,893 MT in the last year. Here too there were steep increases in prices of all the raw materials as well as coal and chemicals. However, in spite of the longer shutdown and cost increases, we were able to restrict loss at EBITDA level to less than 50% of the last year. As a long-term measure to overcome the problem of water scarcity, we have constructed two water reservoirs to store around 250 million gallons of water, which would be adequate to sustain production for about 50 days.

Detailed business analysis, review and operational performance of each of our business segments are covered in the management discussion and analysis chapter, which forms a part of this report.

Growth plans

Having commissioned most of our previously planned projects last year, we have embarked upon further growth plans in all our divisions as follows:

- Setting up of a green field cement plant in the Gulbarga district of Karnataka with a capacity of 3 million tons per year at an estimated investment of Rs.1,720 crores. Land acquisition for the project is at an advanced stage.

- Setting up of 55 MW power plant at our paper division at Amlai to fully cater to the requirements of both the paper and caustic chlorine plants at an investment of Rs.174 crores.

- Increase in production capacity of fans to 90 lac units per year.

- Further diversify the range of our consumer electrical products by addition of household appliances such as mixers, geysers, coolers, room heaters etc in addition to fans and lighting products.

These projects will further enhance the Companys strength in all segments of our business and improve our cost competitiveness.

Corporate Governance

Your Company is in full compliance with the Corporate Governance requirements in terms of Clause 49 of the Listing Agreement(s). A report on Corporate Governance and a certificate from our auditors confirming compliance with the Corporate Governance requirements are attached and form part of this report.

Sustainable development and environment

We consider sustainable development and environment protection as integral parts of our management culture and philosophy. Significant work continues to be done in these areas on a consistent and sustainable basis. Details of our efforts and activities in this direction are provided in the chapters covering detailed analysis of each of our businesses.

Carbon credits for cement division

Our claim for the year 2008-09 for issuance of 1,28,895 CERs is in the final stage of UNFCC approval. No income from these expected CERs has been accounted for during the year under review. This will be taken into account on receipt of the approved CERs.

Cash flow analysis

In conformity with the provisions of Clause 32 of the Listing Agreement(s), the cash flow statement for the year ended 31 March 2011 is included in the annual accounts.

Statutory matters

Issuance of warrants As approved at the Extraordinary General Meeting held on 7 March 2011, 1,20,00,000 (one crore twenty lac) warrants have been issued to the promoter group with each warrant convertible into one equity share of the Company of nominal value of Re.1 each at a price of Rs. 57.25 which includes a premium of Rs. 56.25 per share, 25% payment against these warrants has been received.

Merger of wholly owned subsidiary

Our wholly owned subsidiary, OPI Export Limited, has been merged with your Company w.e.f. 1st April 2010. Consequently, your Company has no subsidiaries now.

Debentures

The funds raised by issue of debentures from time to time were utilised for the purposes as sanctioned.

Directors

Shri P.K. Sen, a Director of the Company, who retires by rotation has expressed his desire not to be re-elected on health grounds.

Shri Amitabha Ghosh a Director of the Company, retire by rotation and is eligible for re-election.

Auditors

M/s. S. R. Batliboi & Co., Chartered Accountants and Auditors of the Company, retire and offer themselves for reappointment.

Cost auditors

As required under the provisions of Section 233B of the Companies Act, 1956, qualified cost auditors were appointed to conduct cost audits.

Conservation of energy, technology absorption, foreign exchange earnings and outgo Details regarding conservation of energy, Research and Development, foreign exchange earnings and outgo are furnished in Annexure "A" to this report, pursuant to the provisions of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Directors responsibility statement

Directors responsibility statement pursuant to section 217(2AA) of the Companies Act, 1956 are given in Annexure "B" to the annual report.

Note No.9 appearing in Schedule 22 to the accounts referred to in the Auditors Report is self-explanatory.

Particulars of employees

Particulars of employees pursuant to section 217(2A) of the Companies Act, 1956 are given in Annexure "C" to the annual report.

Acknowledgements

Your Directors place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, government agencies, supply chain partners and the employees for their valuable contribution, cooperation and support in the Companys endeavours to achieve continuous growth and progress.

By Order of the Board

New Delhi, C.K. Birla

27 April 2011 Chairman

---

Mar 31, 2010

We are pleased to present the annual report along with audited accounts of your company for the year ended 31st March 2010, during which your company has been able to further strengthen all its businesses to emerge stronger than ever before.

Homage to Late Shri G.P. Birla

At the outset, we wish to place on record our profound sorrow and grief on the sad demise of late Shri G.P. Birla on 5th March 2010.

As Chairman of the Company between 13th March 1957 to 25th November 1997. Shri G.P. Birla, a pioneering industrialist and a dedicated humanist, had guided the affairs of the Company from strength to strength. It was under his dynamic leadership that the company set up the paper mill at Amlai and diversified into cement & electrical businesses. Even after his voluntary retirement from our Board, he continued to provide guidance and assistance whenever needed by us.

Late Shri G.P. Birla was a great visionary. He was not only a doyen in the industrial world but also a noble soul and a great philanthropist. While he established a large number of industries in India and abroad in various fields like automobile, paper, cement, electrical, building products and precision engineering products etc, he also set up several large foundations, hospitals and institutions for charitable and educational purposes. Birla Institute of Technology , Modern High School, Rani Rukmini Girls High School. The Calcutta Medical Research Institute, B.M. Birla Heart Research Centre, Birla Institute of Scientific Research, B.M. Birla Science Centre etc are but only a few examples of his selfless service to the society.

He was awarded "Padma Bhushan" in the year 2006 by the Government of India for his outstanding services to the nation.

In his death, the country has lost a great industrialist and a philanthropist.

Commissioning of on-going expansion projects

We take pleasure in reporting that your company has, during the year under review, commissioned all its on-going major expansion projects as follows:-

- Expansion of our cement capacity from

3.4 million tons to 5 million tons per year.

- 50 MW power project at its cement plant at Devapur.

- Expansion of our Tissue paper capacity from 10000 tons to 25000 tons per year.

Expansion of our capacity for fans from

3.5 million to 5 million units per year.

We are already well on our way to achieving full utilisation of these expanded capacities and are well poised to take the next big leap in our growth trajectory.

Financial results (Rs. in crores)

2009-10 2008-09

Gross sales 1768.54 1690.63

Total income (net of excise) 1636.04 1525.99

Profit before interest, depreciation and taxation 323.65 365.52

Interest 34.53 20.68

Profit before depreciation & taxation 289.12 344.84

Depreciation 55.01 34.71

Net profit before taxation 234.11 310.13

Taxation 74.80 110.04

Net profit 159.31 200.09

Debenture Redemption Reserve written back 25.00 12.50

Profit brought forward from last year 214.41 143.02

Profit available for appropriations 398.72 355.61

Appropriations Capital Redemption Reserve - 7.00

Transfer to Debenture Redemption Reserve 18.75 50.00

Transfer to General Reserve 176.70 50.00

Dividend on preference shares 0.06 0.30

Dividend on ordinary shares 28.93 28.93

Corporate dividend tax 4.82 4.97

Balance carried to Balance Sheet 169.46 214.41

Total 398.72 355.61

EPS 8.26 10.36

Dividend

Subject to the shareholders and other requisite approvals, your Directors recommend payment of dividend of Rs.1.50 per equity share of Re. 1 each (150%) for the year ended 31st March 2010. The cash outflow on account of dividend on equity capital and dividend tax works out to Rs. 3373.81 lacs.

Your Directors also recommend payment of dividend on 100000 6% Redeemable Non-cumulative preference shares of Rs. 100/- each. Total Dividend pay out on the preference share capital and dividend tax works out to Rs. 7.00 lacs.

Management discussion and analysis for business segments

We achieved an increase of 11% in our cement & clinker sales volumes. However, cement realisations in our markets were adversely affected during the 2nd & 3rd quarter of the year under review largely because of disturbed situation in Andhra Pradesh. While prices started gradually improving during the last quarter, they were still to fully recover to the previous years levels. It is for this reason that our margins for the year under review have been lower than the previous year. Substantially higher volumes now available from our expanded capacity should enable us to achieve better results during the current year.

Our Electrical division achieved an impressive growth of 38% and its best ever profitability. We achieved full utilisation of our expanded capacity of 5 million fans during the year and are working on expanding this capacity further to 6 million units. Our 1st CFL production line, commissioned late last year, also achieved full capacity. In view of good market response, 2nd line for CFL has been ordered and should become operational during 2010-11.

However, our paper division did not perform to its potential as we lost production for 76 days during the year, due to pulp mill upgradation project as well as water scarcity. Regrettably, the production at the paper plant has been once again disrupted this year because of unprecedented water scarcity in spite of our having reduced our water consumption per ton of paper by 25%. As a long term measure to overcome this problem, we are now constructing large water reservoirs to store approx. 250 million gallons, which should be adequate to sustain around 2 months production. The upgraded fibre line which should result in significant cost savings and efficiency improvements will also become fully operational as soon as the plant restarts.

A detailed business analysis, review and operational performance of each of our business segments is covered in the Management discussion and analysis chapter, which forms a part of this report.

Corporate Governance

Your Company is in full compliance with the Corporate Governance requirements in terms of Clause 49 of the Listing Agreement(s). A report on Corporate Governance and a certificate from our auditors confirming compliance with the Corporate Governance requirements are attached and form part of this report.

Sustainable development and environment

Sustainable development and environment protection have always been integral parts of our management culture and philosophy. Significant work continues to be done in these areas on a consistent and sustainable basis and our efforts have been recognised by several National and International bodies.

Merger of wholly owned subsidiary

As approved earlier, our wholly owned subsidiary, Air conditioning corporation Limited, has been merged with your company w.e.f.1.04.09 pursuant to an approval from BIFR.

Carbon credits for cement division

Our claim for the year 2008-09 for carbon credits under our approved project is presently with UNFCCC. No

income from carbon credits for 2008-09 has been accounted for during the year under review. This will be taken into account on receipt of approved CERs.

Cash flow analysis

In conformity with the provisions of Clause 32 of the Listing Agreement(s), the cash flow statement for the year ended 31st March 2010 is included in the annual accounts.

Statutory matters

Debentures

The funds raised by issue of debentures from time to time were utilised for the purposes as sanctioned.

Directors

Shri D.N. Patodia ceased to be a Director w.e.f. 3rd September, 2009. The Board places on record its appreciation of the valuable contribution made by Shri D.N. Patodia during his long tenure as a member of our Board.

During the year IDBI withdrew its nominee Mr. Michael Bastian from the Board of Directors of the Company w.e.f. 22nd September, 2009.

The Company co-opted Mr. Michael Bastian as an Additional Director of the company w.e.f. 27th October, 2009. Mr. Bastian will hold office till ensuing Annual General Meeting of the Company. A notice has been received from a Shareholder for appointing Mr. Michael Bastian as a Director of the Company at the said Annual General Meeting.

Sarvashree B.K. Jhawar and C.K. Birla, Directors of the Company retire by rotation and are eligible for re-election.

Auditors

M/s. S. R. Batliboi & Co., Chartered Accountants and Auditors of the Company, retire and offer themselves for reappointment.

Cost auditors

As required under the provisions of Section 233B of the Companies Act, 1956, qualified cost auditors were appointed to conduct cost audits.

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

Details regarding conservation of energy, Research and Development, foreign exchange earnings and outgo are furnished in Annexure "A" to the Report pursuant to the provisions of the Companies Act, 1956 read with the

Companies (disclosure of particulars to the Report of Board of Directors) Rules, 1988.

Consolidated financial statement

As stipulated by Clause 32 of the Listing Agreement(s), consolidated financial statement in accordance with Accounting Standard AS-21 are annexed to this Annual Report. However, since financials of Panpaper were not accessible to us in view of withdrawal of our management team and appointment of receivers, it was not possible to include Panpaper in the consolidated figures.

Directors responsibility statement

Directors responsibility statement pursuant to section 217(2AA) of the Companies Act, 1956 are given in Annexure "B" to the Annual Report.

Particulars of employees

Particulars of employees pursuant to section 217(2A) of the Companies Act, 1956 are given in Annexure "C" to the Annual Report.

Acknowledgements

We place on record our sincere gratitude to our employees, shareholders, bankers, financial institutions, government agencies, customers and suppliers for their valuable contribution, co-operation and support, which played a significant role in making our achievements possible.

By Order of the Board

C.K. Birla

Chairman

New Delhi, 4th May 2010