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A Oneindia Venture

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Satia Industries Ltd.

Mar 31, 2025

Your Director''s are pleased to present the 44th Annual
Report of Satia Industries Limited ("the Company")
along with the Audited Financial Statements for the
Financial Year ended March 31,2025.

Financial Results:

The key highlights of the financial results of your
Company for the financial year ended March 31, 2025
and comparison with the previous financial year ended
March 31,2024 are summarised below: -

(Rs in Lakh)

Particulars	Current Year	Previous Year
Revenue anc Other Income	153120,35	173614.02
Profit Before interest deprecation and tax	28946.88	43401.35
Interest and Financial Charges	2560.60	2996.24
Depreciation	15735.40	15136.12
Profit from operations (before Tax) prior year adjustments & exceptional Item	10650.88	25268.99
Tax Expenses
Current Tax	1854.69	4973.33
Deferred Tax	(3066.20)	(822.92)
Profit/jloss) after Tax	11862.39	21118.58
Less: Appropriation
Dividend on Equity Shares	400	1000

Industry Review
Corporate Overview

Satia Industries Limited operates in the following
business segments: -

1 Writing and Printing Paper

2 Agriculture

3 Co-generation of Power for captive consumption
Operational Review

Your Company recorded a total income of Rs 153120.35
lakhs as compared to Rs 173614.02 lakh in the previous
year. During the year, your Company generated profit
before interest, depreciation and tax (PBIDT) of Rs
28946.88 lakh Compared to Rs 43401.35 lakh in the
previous Year. Profit before tax (PBT) for the year from
operations is Rs 10650.88 Lakh as compared to Rs
25268.99 lakh in the previous year. After accounting for
the provision for tax. Net profit after tax (PAT) for the
FY2024-25 is Rs 11862.39 lakh as compared to Rs
21118.58 lakh in the previous Year.

Dividend

During the year under review, the Board has declared

interim dividend of Rs. 0.20 per equity shares of Rs. 1
each on the paid-up equity share capital of the
company at their respective meetings held on
09.08.2024 and 13.11.2024 and also recommended
final dividend of 20% (Rs. 0.20 per share ) involving a
total cash outflow of Rs 4.00 crores. The dividend
recommended was in accordance with the Dividend
Distribution Policy of the Company.

The Board at its discretion, while approving the annual
accounts in each financial year, may also recommend
the dividend for approval of the shareholders after
taking into account the free cash flow position, the
profit earned during that year, the Capex requirements
and applicable taxes. If during any financial year the
profits of the Company are inadequate, the Board may
decide not to declare dividends for that financial year. A
dividend policy stated by the current Board cannot be
binding on the extant Board. However, the current
Board can form a guideline on dividend payout in future
in the interest of providing transparency to the
shareholders.

The Company''s Dividend Distribution Policy (DDP) is
available at website: www.satiagroup.com/Company
Policies.

Investor Education and Protection Fund (IEPF)

Transfer of Unpaid Dividend to Investor Education and
Protection Fund (IEPF) As required under Section 124 of
the Act, the Unclaimed Dividend amount to lying with
the Company for a period of seven years were
transferred during the Financial Year 2024-25, to the
Investor Education and Protection Fund (IEPF)
established by the Central Government.

Transfer of shares to IEPF

As required under Section 124 of Act, 32,550 equity
shares, in respect of which dividend has not been
claimed by the members for seven consecutive years or
more, have been transferred by the Company to the
Investor Education and Protection Fund Authority
(IEPF) during the Financial Year 2024-25. Details of
shares transferred to IEPF have been uploaded on the
Website of IEPF as well as the Company. In terms of
provisions of Section 125 of the Companies Act, 2013,
the unclaimed dividend pertaining to the financial year
2017-18 for amount aggregating to Rs 210523 /- had
been transferred to the "Investor Education and
Protection Fund" established by the Central

Government on 31st October, 2022. available on the
Company website with web link https:// www. satia
group. com/Investor/IEPF Files

Reserves

The closing balance of the retained earnings of the
Company for the financial year 2025, after all
appropriation and adjustments was Rs.103872.10
Lakh.

Fixed Deposit

The Company has not accepted any deposits from
public and as such, no amount on account of principal
or interest on deposits from public was outstanding as

on the date of the balance sheet.

Particulars of Loans, Guarantees or Investments:

The company has not given any loans or guarantees
covered under the provisions of Section 186 of the
Companies Act, 2013.The details of the investments
made by Company are given in the notes to the financial
statements.

Credit Rating

India Ratings and Research Private Limited (Ind-Ra) has
taken the following rating actions on Satia Industries
Limited''s bank facilities and instruments:

Instrument Type	Maturity Date	Size of Issue (million)	Rating assigned along with Outlook/ Watch	Rating Action
Term loans	30-09-32	INR3734.2	IND A /Stable	Affirmed
Term loans	30-09-32	INR382.2	IND A /Stable	Assigned
Non fund based working capital limit		INR1250	IND A /Stable/IND A1	Affirmed
Non fund based working capital limit		INR18	IND A /Stable/IND A1	Assigned
Fund Based working capital limit		INR1100	IND A /Stable/IND A1	Affirmed
Proposed Commercial Paper¹		INR350	IND A1	Affirmed
Proposed term loans	-	INR60	IND A /Stable	Affirmed
Proposed term loans	-	INR15.6	IND A /Stable	Assigned
Proposed Non- Convertible Debenture²		INR1000	WD	Withdrawn

Internal Control Systems and their adequacy

The Company believes that Internal Control is
necessary concomitant of the principle of Governance
and remains committed to ensuring an effective
Internal Control environment that provides assurance
to the Board of Directors, Audit Committee, and the
management that there is a structured system of:

â¢ close and active supervision by the Audit Committee

â¢ business planning and review of goals achieved

â¢ evaluating & managing risks

â¢ policies and procedures adopted for ensuring orderly
Financial Reporting

â¢ timely preparation of reliable Financial Information

â¢ accuracy and completeness of the Accounting
Records

â¢ ensuring legal and regulatory compliance

â¢ protecting company''s assets

â¢ prevention and detection of fraud and error

â¢ validation of IT Security Controls

Interrelated control systems, covering all financial and
operating functions, assure fulfilment of these
objectives.

Significant features of these control systems include:
the planning system that ensures drawing up of
challenging goals and formulation of detailed strategies
and action plans for achieving these goals.

In addition, the Internal Auditor performs periodic
audits in accordance with the pre-approved plan. He
reports on the adequacy and effectiveness of the
internal control systems and provides recommendaÂ¬
tions for improvements. Audit findings along with man-
agement response are shared with the Audit
Committee. Status of action plans are also presented to
the Audit Committee which reviews the steps taken by
the management to ensure that there are adequate
controls in design and operation. The Certificate
provided by Managing Director and Chief Financial
Officer in the Corporate Governance Report discusses
the adequacy of the internal control systems and
procedures.

Human Resources and Employee Relations

The Company''s Human Resources division concenÂ¬
trated on efficient plan execution throughout the year
under review by utilizing its skilled staff. The HR
department of the company''s main focus during the
year was handling the benefits administration.
Additionally, to focus on rebuilding the complete

support system for assuring the health and well-being
of employees. Steps including workforce planning,
digitalization of HR systems, enhancement of medical
facilities, health monitoring, and ongoing commÂ¬
unication were necessary for this. These actions increÂ¬
ased employee confidence, and the workers reciÂ¬
procated by offering their entire support by adjusting to
the new working circumstances and schedules.

Employee Welfare

Understanding what engages and motivates our
employees, as well as their perspectives on the work
place is vital. Therefore, we promote open and frequen
communication between managers and their teams
conduct regular surveys, establish a frame work that
encourages employees to voice concerns, provide
feedback and suggest improvements. Our compreÂ¬
hensive HR policy framework includes maternity beneÂ¬
fits, employee insurance and flexible scheduling to help
employees maintain a work-life balance. Monthly
workshops are held to educate staff on their physical,
mental, and overall well-being. Fostering diversity and
inclusion at work, we leverage the varied viewpoints
and perspectives of a diverse workforce in terms of age,
gender and race, which drives innovation. Our
commitment to Equal Employment Opportunity, Equal
Pay, and Conditions of Employment Policies ensures no
discrimination based on gender, race, religion, caste,
creed or similar factors. Hiring, promotions and
performance reviews are solely merit-based

Directors & Key Managerial Personnel

In accordance with the provisions of Section 152 of the
Act and the Articles of Association of the Company, Sh
Hardev Singh, Director (Technical), (DIN No. 07943672)
is liable to retire by rotation and being eligible for reÂ¬
appointment at the ensuing Annual General Meeting
("AGM") of your Company, has offered himself for
reappointment. His details as required under the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 are contained in the accompanying
Notice convening the ensuing AGM of your Company.
Sh. Hardev Singh, Director (Technical), has given
required declaration under Companies Act, 2013. The
Board recommends the re-appointment of Mr. Hardev
Singh, as Director for your approval.

The Board on the recommendation of Nomination and
Remuneration Committee has recommended the
proposals for re-appointment of Mr. Vinod Kumar
Kathuria, (DIN No. 06662559) as Independent Director

and appointment of Mr. Deepak Kumar Kakkar, (DIN
No. 07977188) and Mr. Vibhor Kappor (DIN No.
10335970) as Independent Director for a period
effective from 01.10.2025 to 30.09.2030 for approval
by the shareholders through special resolution(s) at the
forthcoming Annual General Meeting. Brief resume of
the Director who is proposed to be appointed/ reÂ¬
appointed is furnished in the explanatory statement to
the notice of the ensuing Annual General Meeting. The
Board confirms that independent directors appointed /
re-appointed during the year possess the desired
integrity, expertise and experience. They are also
Independent of the management. The Independent
Directors of the Company have confirmed that they
have enrolled themselves in the Independent
Directors'' Databank maintained with the Indian
Institute of Corporate Affairs (''IICA'') in terms of Section
150 of the Act read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014.

Cessation

Mr. Avinash Chander Ahuja (DIN No. 00327032),
Independent Director and Mr. Dinesh Chand Sharma
(DIN No. 02460345), Independent Director, ceased to
be Director of the Company w.e.f October 01, 2024 on
account of their retirement on completion of their
second term of five years. The Board places on record
their deep appreciation for valuable services and
guidance provided by the outgoing Directors, during
their tenure of Directorship.

Declaration from Independent Directors

The Company has received necessary declaration from
each independent director under Section 149(7) of the
Companies Act, 2013, that he / she meets the criteria of
independence laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and also confirmed that they are not debarred
from holding the office of Directors by virtue of any
order of passed by SEBI or any such authority.

Evaluation

In terms of requirements of the Companies Act, 2013
read with the Rules issued thereunder and SEBI (Listing
Obligations and Disclosure Requirements) 2015, the
Board is required to carry out the annual performance
evaluation of the Board of Directors as a whole.
Committees of the Board and Individual Directors. Your
Company understands the requirements of an effective

Board Evaluation process and accordingly conducts the
Performance Evaluation in respect of the following:

i. Board of Directors as a whole.

ii. Committees of the Board.

iii. Individual Directors includingthe Chairperson
of the Board of Directors.

In compliance with the requirements of the provisions
of Section 178 of the Companies Act, 2013, SEBI (Listing
Obligations and Disclosure Requirements) 2015 and
the Guidance Note on Board Evaluation issued by SEBI,
your Company has carried out a Performance EvaÂ¬
luation process internally for the Board/Committees of
the Board/ individual directors including the ChairÂ¬
person of the Board of Directors for the financial year
ended March 31,2025.

The Board on the recommen dation of Nomination &
Remuneration Committee has adopted the
''Remuneration and Evaluation Policy'' for selection,
appointment and remuneration of Directors and Senior
Management Personnel including criteria for
determining qualifications, positive attributes,
independence of a director and other matters as
required by the Companies Act, 2013. Necessary
diversity in the board was ensured. Detailed policy is
available at Company''s website https:// www.
satiagroup.com.

The key objectives of conducting the Board Evaluation
process were to ensure that the Board and various
Committees of the Board have appropriate
composition of Directors and they have been
functioning collectively to achieve common business
goals of your Company. Similarly, the key objective of
conducting performance evaluation of the Directors
through individual assessment and peer assessment
was to ascertain if the Directors actively participate in
the Board/Committee Meetings and contribute to
achieve the common business goals of the Company.
The Board was of the opinion that the directors and
Board collectively stand the highest level of integrity
and all members of the Board had specified skill set and
experience required for the Company.

Familiarisation Programme

of Industry in which the Company operates, business
model of the Company etc. Through the Familiarisation
Programme, the Company apprises the independent
directors about the business model, corporate strategy,
business plans, finance human resources, technology,
quality, facilities, risk management strategy, govÂ¬
ernance policies and operations of the Company.
Details of Familiarisation Programme of Independent
Directors with the Company are available on the
website of the Company https://www.satiagroup.com.

During the year under review, the non executive
directors of the Company had no pecuniary relationÂ¬
ship or transactions with the Company, other than
sitting fees, commission and reimbursement of expenÂ¬
ses incurred by them for the purpose of attending
meetings of the Board/Committee of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, The
Key Managerial Personnel of the Company as on March
31,2025 are:-

(DrAjaySatia)

Chief Executive Officer,

Chairman cum Managing Director,

(Sh Rachit Nagpal)

GM(Finance)-CFO

(Sh Rakesh Kumar Dhuria)

Company Secretary and Compliance Officer.

Committees of the Board

The Committees of the Board focus on certain specific
areas and make informed decisions in line with the
delegated authority. The following substantive
Committees constituted by the Board function accorÂ¬
ding to their respective roles and defined scope:

â¢ Audit Committee of Directors

â¢ Nomination and Remuneration Committee (NRC)

â¢ Stakeholders Relationship Committee

â¢ Corporate Social Responsibility Committee

â¢ Risk Management Committee

The details with respect to the composition, terms of
reference, number of meetings held by the aforesaid
Committees are given in the "Corporate Governance

Report" of the Company which is presented in a
separate section and forms a part of the Annual Report
of the Company. During the year under review, a
separate meeting of the Independent Directors was
held on 11th February, 2025, with no participation of
Non- Independent Directors or the Management of the
Company. The Independent Directors had discussed
and reviewed the performance of the Non-IndepenÂ¬
dent Directors and the Board as a whole and also
assessed the quality, quantity and timeliness of the
flow of information between the Management and the
Board, which is necessary for the Board to effectively
and reasonably perform its duties.

In terms of the Listing Regulations, all Directors and
senior management personnel have affirmed compÂ¬
liance with their respective codes. The CEO & Managing
Director has also confirmed and certified the same,
which certification is provided at the end of the Report
on Corporate Governance.

Remuneration Policy

In compliance with Section 178(3) of the Act and
Regulation 19(4) of the Listing Regulations, on the
recommendations of the Nomination and
Remuneration Committee (NRC), the Board formulated
Policy relating to the remuneration of Directors, key
managerial personnel and other employees. The Policy
includes criteria for deterining qualifications, positive
attributes and independence of Directors and other
matters. It broadly lays down the philosophy , guiding
principles and basis for recommending payment of
remuneration to the Executive and Non-Executive
Directors. The role of the NRC is disclosed in the
Corporate Governance Report, which forms part of the
Annual Report in compliance with proviso to Section
178(4) of the Act. The Remuneration Policy is available
at Company web site at https://www.satiagroup.
com/Company Policies and also annexed and also
placed with the Corporate Governance Report. We
affirm that the remuneration paid to the Directors is as
per the terms laid out in the Remuneration Policy.

Number of meetings of the Board

Four meetings of the Board were held during the year.
For details of meetings of the Board, please refer to the
Corporate Governance Report, which is a part of this
report.

Director Responsibility Statement

Pursuant to requirement of Section 134 (5) of the

Companies Act, 2013, your Directors confirm that:

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

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

(c) the Directors had taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting
fraud and other irregularities, the Directors had
prepared the annual accountson a going concern
basis.

(d) the Directors had laid down internal financial
control to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively.

(e) the Directors had devised proper systems to ensure
compliance with the provision of all applicable laws
and that such system was adequate and operating
effectively.

Audit Reports and Auditors

The Auditors Report for the year 31.03.2025 does not
contain any qualification, reservation or adverse
remark. The Auditors'' Report is enclosed with the
financial statementin this Annual Report.

Statutory Auditors:

In accordance with the provisions of section 139 of the
Companies Act 2013 and the rules made thereunder
M/s. N. Kumar Chhabra & Co., Chartered Accountants,
Chandigarh (Firm Registration No. 000837N with ICAI),
were appointed as Statutory Auditors of the Company
at the 42nd Annual General Meeting of the Company
held on 30.09.2023 and were appointed as Statutory
Auditors of the Company for the next four years viz.
Financial Year 2022-23 to 2026-27.

The Auditors have issued an unmodified opinion on
audited financial statements of the Company for the
year ended March 31, 2025. The Report given by the
Auditors on the financial statements of the Company is
part of the Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer
given by the Auditors in their Report.

Pursuant to the amended provisions of Regulation 24A
of the SEBI (LODR) Regulations and Section 204 of the
Act read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules,2014, the Audit Committee and the Board of
Directors have approved and recommended the
appointment of M/s. S. Parnami & Associates, a firm of
Company Secretaries in practice. Peer Reviewed Firm of
Company Secretaries in Practice (Membership Number
F9396 ) as Secretarial Auditors of the Company for a
term of 5(Five) consecutive years to hold office from
financial year 2025-26 to financial year 2029-30, for
approval of the Members at ensuing AGM of the
Company. Brief resume and other details of M/s. S.
Parnami & Associates, Company Secretaries in Practice,
are separately disclosed in the Notice of ensuing AGM.
M/s. S. Parnami & Associates have given their consent
to act as Secretarial Auditors of the Company and
confirmed that their aforesaid appointment (if
made)would be within the prescribed limits under the
Act & Rules made thereunder and SEBI (LODR)
Regulations. They have also confirmed that they are not
disqualified to be appointed as Secretarial Auditors in
terms of provisions of the Act & Rules made thereunder
and SEBI (LODR) Regulations. The Secretarial Audit
Report for the financial year ended March 31, 2025 is
annexed herewith as Annexure V to this Report. The
Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

Annual Secretarial Compliance Report
The Company has filed the Secretarial Compliance
Report, issued by M/s S. Parnami & Associates,
Company Secretaries as on March 31,2025 on both the
Stock Exchanges of the Company pursuant to
Regulation 24A of the Listing Regulations. The
secretarial auditor''s report has no qualifications for the
financial year 2024-25.

As required by Schedule V of the Listing Regulations,
the Auditor''s Certificate on Corporate Governance
received from M/s S. Parnami & Associates is annexed
to the Report on Corporate Governance forming part of
the Annual Report.

Internal Auditors

During the year under review M/s S S Kothari Mehta &
Co., Chartered Accountants New Delhi was appointed
and carried out the internal audit and submitted their
report.

Pursuant to the provisions of the Companies Act, 2013
M/s HMVN & Associates, Cost Accountants, Delhi has
conducted the cost audit of the Company. As
recommended by the Audit Committee and the Board
of Directors at their respective meetings held on
09.08.2024 appointed M/s HMVN & Associates, Cost
Accountants, as Cost Auditor to conduct cost audit for
the year ended March 31, 2025, pursuant to the
provisions of Section 148 of the Act read with the
Companies (Cost Records and Audit) Amendment
Rules, 2014. M/s HMVN & Associates, Cost AccounÂ¬
tants, confirmed that they are free from disqualificaÂ¬
tions as specified under Section 141 read with Sections
139 and 148 of the Act, held a valid certificate of
practice and that their appointment met the
requirements of Sections 141(3)(g) and 148 of the Act.
M/S HMVN & Associates, Cost Accountants, Delhi also
confirmed that they are independent, maintained an
arm''s length relationship with the Company and that no
orders or proceedings are pending against them
relating to professional matters of conduct before the
institute of Cost Accountants of India or any competent
authority /court. The Company has maintained cost
records as specified by the Central Government under
Section 148(1) of the Act.

Your Company has adopted Indian Accounting Stand
ards (IND AS). The Financial Statement for the year
ended March 31, 2025 have been prepared in accÂ¬
ordance with (IND AS) notified under the Companies
(Indian Accounting Standards) Rules, as amended by
the Companies (Indian Accounting Standard) Rules,
2018 read with Section 133 and other applicable proÂ¬
visions of the Companies Act, 2013.

Instances of Fraud, if any Reported by the Auditors.
During the year under review, the Statutory Auditors
has not reported any instances of fraud committed in
the Company by its officers or employees to the Audit
Committee under section 143(12) and Rule 13 of the
Companies (Audit and Auditors) Rules, 2014 of the
Companies Act, 2013.

Related Party Transaction:

Transactions with related parties entered by the
Company in the normal course of business are
periodically placed before the Audit Committee for its
omnibus approval. The Board of Directors of the
Company has on the recommendation of the Audit
Committee, adopted a policy to regulate transactions
between the Company and its Related Parties, in
compliance with the applicable provisions of the
Companies Act,2013, the rules there under and Listing
Regulations. This Policy as considered and approved by
the Board has been uploaded on the website of the
Company at www.satiagroup.com.

Since there were no contracts/ arrangements / transÂ¬
actions with were not at arm''s length basis or material
with related party during the year, disclosure in from
AOC-2 is not applicable.

Subsidiary Companies

The Company does not have any subsidiary.

Vigil mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy and
has established the necessary vigil mechanism for
Directors and Employees in confirmation with Section
177 of the Act and Regulation 22 of SEBI Listing
Regulations, to facilitate reporting of the genuine
concerns about unethical or improper activity, without
fear of retaliation. The vigil mechanism of the Company
provides for adequate safeguards against victimization
of Directors and employees who avail of the
mechanism and also provides for direct access to the
Chairman of the Audit Committee in exceptional cases.
No person has been denied access to the Chairman of
the Audit Committee. The said Policy is uploaded on the
website of the Company at https://www. satiagroup.
com/Company Policies

Annual Return

In accordance with Section 92(3) read with Section
134(3)(a) of the Act and the Companies (Management
and Administration) Rules, 2014, the Annual Return of
the Company as of March 31, 2024 in Form MGT- 7 is
available on the website of the Company www.
Satiagroup.com/lnvestors.

Secretarial Standards

Applicable Secretarial Standards, i.e. SS-1, SS-2 and SS-
3, relating to ''Meeting of the Board of Directors''
''General Meetings'' and ''Dividend'' respectively, have
been duly followed by the Company.

Particulars of Employees

Information as required under Section 197 read with
rule 5 of the (Companies Appointment and
Remuneration of Managerial Personnel) Rules 2014 is
appended as Annexure-I and forms an integrated part
of this report.

Conservation of Energy, Technology Absorption and
Foreign Exchange Earning and Out go

The Particulars as prescribed under section 134(3) (m)
ofthe Companies Act, 2013 read with rule 8 (3) of the
Company (Accounts) Rules 2014 relating to
conservation of energy, technology absorption and
foreign exchange earnings and outgo is appended as
Annexure-ll

Industrial Relations:

During the year under review, your Company enjoyed
cordial relationship with workers and employees at all
levels.

Corporate Governance, Management Discussion &
Analysis and Business responsibility and sustainability
Report.

As per Listing Regulations, the Corporate Governance
Report with the Auditors'' Certificate thereon and the
Management Discussion and Analysis are attached,
which forms part of this Annual Report. Pursuant
to Regulation 34(2)(f) of the Listing Regulations,
Business Responsibility and sustainability initiatives
taken from an environmental, social and governance
perspective in the prescribed format is attached as a
separate section of this Annual Report.

Sustainability

Corporate Social Responsibility Initiatives

The Company has always recognized its social
responsibility as an integral and critical part of its value
system and carried out ''Need Assessment Study'' to
fulfil the requirements of its social responsibility under
CSR Programs and based on that assessment of
demand, the management has approved CSR program
and Expenditure on CSR and will be reviewed in each
year depending on the profitability of the Company.
Your Company continued the social development
schemes initiated in previous years. These projects
covered the broad thematic areas of promotion of
Education, Medical Aid, Livelihood, Eradication of
Poverty, Support, Orphans, Women, Blind and that are

in compliant with Companies Act 2013. The Company
has spent the entire required amount of the current
year ended 31.03.2025 under the CSR and nothing is
outstanding as unspent.

Satia Industries Ltd.''s CSR initiatives and activities are
aligned to the requirements of Section 135 of the Act. A
brief outline of the CSR policy of the Company and the
initiatives undertaken by the Company on CSR activities
during the year are set out in Annexure IV of this report
in the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014. This Policy is
available on the Company''s website at https://www.
satiagroup.com For other details regarding the CSR
Committee, please refer to Annexure IV on Corporate
Governance Report, which is a part of this report.

Safety, Health and Environment

The safety of all employees and associates has always
been an area of priority for our Company. The Company
has constituted a Safety and Securities Committee and
the Committee meet in each month to discuss all safety
issues and take the decision relating to resolving the
same. The minutes of the safety and securities
committee meetings and action taken report are also
placed before the Audit Committee Meeting for their
review and further instruction, if any required relating
to pending matters. The Company also conduct the Fire
Evacuation Drill regularly. The safety and Training &
awareness sessions were conducted periodically on
Fire Safety in emergency situation and on usage of the
fire saving equipment. Safety standards are maintained
across all locations. Regular deep cleaning of the office
premises and checks were done to ensure safety of the
employees. During ongoing Pandemic, Health and
wellbeing of the employees had become a major-
priority for the Company. Innovative and effective
means were developed to engage with the employees
during these tough times. Health and wellness awareÂ¬
ness sessions were also conducted for employees. The
connect meetings gave opportunities to employees to
express themselves and get solutions to their work
matters. It also motivated people to stay committed
toward the organization''s goals and values.

Business Responsibility and Sustainability Report
(BRSR)

In accordance with Regulation 34(2)(f) of the Listing
Regulations, BRSR, covering disclosures on the
Company''s performance on Environment, Social and
Governance parameters for FY25, is annexed as

Annexure-lll is part of this Integrated Report. BRSR
includes reporting on the nine principles of the
National Voluntary Guidelines on social, environmental
and economic responsibilities of business as framed by
the MCA. Cross referencing is provided in relevant
sections of Integrated Report with suitable references
to the BRSR.

Changes in the Nature of Business

There was no change in the nature of business

Material Changes

There are no material changes or commitments
affecting the financial Position of the company have
occurred during the year under consideration, or after
clousre of the financial year till the date of this report
.Disclosures as per the Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal)
Act, 2013

Your Company is committed to creating and mainÂ¬
taining a secure work environment where its
employees, agents, vendors and partners can work and
pursue business together in an atmosphere free of
harassment, exploitation and intimidation.

To empower women and protect women against sexual
harassment, and as per the requirement of the Sexual
Harassment of Women at Work place (Prevention,
Prohibition & Redressal) Act, 2013 ("POSH Act") and
Rules made thereunder, a policy for prevention of
sexual harassment had been made and Internal
Complaints Committee had been set up. This policy
allows employees to report sexual harassment at the
work place. The Internal Committee is empowered to
look into all complaints of sexual harassment and
facilitate free and fair enquiry process. There were no
complaints/cases reported with internal complaints
committee formed under the POSH Act.

Details of significant and Material orders passes by the
Regulators or courts or tribunals impacting the going
concern status and company''s operations in future

There were no significant and material orders passed by
the regulators or courts or tribunals

Report on Corporate Governance

Your Company is committed to best practices in the
area of Corporate Governance. Good Governance
facilitate effective management and control of
business, maintaining a high level of business ethics

and optimizing the value for all stakeholders.

Corporate Governance Structure in the Company asÂ¬
signs responsibilities and entrusts authority among
different participants in the organization viz the Board
of Directors, the senior Management and Employee
etc.

Management Discussion and Analysis Report.

In terms of Regulation 34 (2) (e) of the Listing RegulaÂ¬
tions, 2015 read with other applicable provisions, the
detailed review of the operations, performance and
future outlook of the Company and its business is given
in the Management''s Discussion and Analysis Report
(MDA) which forms part of this Annual Report and is
incorporated herein by reference and forms an integral
part of this report.

Acknowledgement

The Directors thanks the Company''s Bankers,
Employees, Customers, Vendors, Investors and
for their continuous support. The Directors also thank
the Government of India, Government of Various States
in India and concerned Government departments and
agencies for their co-operation

(Dr Ajay Satia)
Chairman Cum Managing Director

(R.K.Bhandari)
Joint Managing Director

Place: Chandigarh
Date: 11.08.2025

Carved out and sub-limit of existing fund-based working capital limits.

The company did not proceed with the instrument as envisaged.

Mar 31, 2024

Your Directors are pleased to present the 43^rdAnnual Report of Satia Industries Limited ("the Company") along with the Audited Financial Statements for the Financial Year ended March 31, 2024.

Financial Results:

The key highlights of the financial results of your Company for the financial year ended March 31, 2024 and comparison with the previous financial year ended March 31, 2023 are summarised below: -

(Rs in Lakh)

Particulars	Current Year	Previous Year
Revenue and Other Income	173614.02	189779.73
Profit Before interest depreciation and tax	43401.35	42582.28
Interest and Financial Charges	2996.24	3518.04
Depreciation	15136.12	20712.74
Profit from operations (before Tax) prior year adjustments & exceptional Item	25268.99	18351.50
TAX EXPENSES
Current Tax	4973.33	3144.72
Deferred Tax	(822.92)	(4010.65)
Profit/(Loss) after Tax	21118.58	19217.43
Less: Appropriation
Dividend on Equity Shares	1000	400

Industry Review Corporate Overview

Satia Industries Limited operates in the following business segments: -

1 Writing and Printing Paper

2 Agriculture

3 Co-generation of Power for captive consumption

Financial Performance and the State of the Company''s affairs

Operational Review

Your Company recorded a total income of Rs 173614.02 lakhs as compared to Rs 189779.73 lakh in the previous year.

Profit before Tax of the Company increased to Rs 25268.99 lakh as against Rs 18351.50 lakh in the previous year, registering a growth of 37.69% in Profit before Tax.

Profit After Tax (PAT) of the Company increased to Rs 21118.58 Lakhs as against Rs 19217.43 Lakhs for the previous year, registering a growth of 9.89% in PAT

Dividend

During the year under review, the Board has declared interim dividend of Rs 1.00 per equity shares (100%) at its meeting held on 11.08.2023 involving a cash outflow of Rs 10.00 crores and the interim dividend declared on 11.08.2023 will also be considered as Final dividend. The dividend recommended was in accordance with the Dividend Distribution Policy of the Company.

The Board at its discretion, while approving the annual accounts in each financial year, may also recommend the dividend for approval of the shareholders after taking into account the free cash flow position, the profit earned during that year, the Capex requirements and applicable taxes. If during any financial year the profits of the Company are inadequate, the Board may decide not to declare dividends for that financial year. A dividend policy stated by the current Board cannot be binding on the extant Board. However, the current Board can form a guideline on dividend payout in future in the interest of providing transparency to the shareholders.

The Company''s Dividend Distribution Policy (DDP) is available at website: www.satiagroup.com/ Company Policies.

Investor Education and Protection Fund (IEPF)

During the year under review, the Company had not transferred any amount or Shares to the Investor Education and Protection Fund.

The Company has transferred the number of shares and unclaimed dividends up to the year 2014-15 to the Investors Education and Protection Fund (IEPF). available on the Company''s website with web link https://www.satiagroup.com/ Investor/IEPF Files

Reserves

The closing balance of the retained earnings of the Company for the financial year 2024, after all appropriation and adjustments was Rs. 92229.25 Lakh.

Fixed Deposit

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Particulars of Loans, Guarantees or Investments:

The company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the financial statements.

Credit Rating

The India Ratings & Research Private Limited has affirmed Satia Industries Limited Bank facilities at ''IND A ''/Stable/''IND A1 '';. The Instrument wise rating action is as below: -

Instrument Type	Maturity Date	Size of Issue (million)	Rating assigned along with Outlook/ Watch	Rating Action
Term loans	FY31	INR4,149.2	IND A / Stable	Affirmed
Proposed term loans	-	INR60	IND A /Stable	Assigned
Fund-based bank facilities	-	INR850	IND A /Stable/IND A1	Affirmed
Fund-based bank facilities	-	INR250	IND A /Stable/IND A1	Assigned
Non-fund-based bank facilities	-	INR1,250	IND A /Stable/IND A1	Affirmed

Internal Control Systems and their adequacy

Your Company is committed in maintaining the highest standards of internal controls. We have deployed controls through appropriate policies, procedures and implemented a robust Internal Financial Control system that encompasses the following: -

- Key processes affecting the reliability of the Company''s financial reporting together with the required controls

- Periodic testing of controls to check their operational effectiveness

- Prompt implementation of remedial action plans arising out of tests conducted

- Regular follow-up of these action plans by senior management

In addition, the Internal Auditor performs periodic audits in accordance with the pre-approved plan. He reports on the adequacy and effectiveness of the internal control systems and provides recommendations for improvements. Audit findings along with management response are shared with the Audit Committee. Status of action plans are also presented to the Audit Committee which reviews the steps taken by the management to ensure that there are adequate controls in design and operation. The Certificate provided by Managing Director and Chief Financial Officer in the Corporate Governance Report discusses the adequacy of the internal control systems and procedures.

Human Resources and Employee Relations

The Company''s Human Resources division

concentrated on efficient plan execution throughout the year under review by utilizing its skilled staff. The HR department of the company''s main focus during the year was handling the benefits administration. Additionally, to focus on rebuilding the complete support system for assuring the health and wellbeing of employees. Steps including workforce planning, digitalization of HR systems, enhancement of medical facilities, health monitoring, and ongoing communication were necessary for this. These actions increased employee confidence, and the workers re-ciprocated by offering their entire support by adjusting to the new working circumstances and schedules.

Employee Welfare

Understanding what engages and motivates our employees, as well as their perspectives on the work place is vital. Therefore, we promote open and frequent communication between managers and their teams conduct regular surveys, establish a frame work that encourages employees to voice concerns, provide feedback and suggest improvements. Our comprehensive HR policy framework includes maternity benefits, employee insurance and flexible scheduling to help employees maintain a work-life balance. Monthly workshops are held to educate staff on their physical, mental, and overall well-being. Fostering diversity and inclusion at work, we leverage the varied viewpoints and perspectives of a diverse workforce in terms of age, gender and race, which drives innovation. Our commitment to Equal Employment Opportunity, Equal Pay, and Conditions of Employment Policies ensures no discrimination based on gender, race, religion, caste, creed or similar factors. Hiring, promotions and performance reviews are solely merit-based

Director Retiring by Rotation

Sh Rajinder Kumar Bhandari, Joint Managing Director (DIN:00732588) is liable to retire by rotation and being eligible for re-appointment at the ensuing Annual General Meeting ("AGM") of your Company, has offered himself for reappointment. His details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in

the accompanying Notice convening the ensuing AGM of your Company. Sh. Rajinder Kumar Bhandari, Joint Managing Director has given required declaration under Companies Act, 2013.

Declaration from Independent Directors

Board Evaluation

In terms of requirements of the Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations and Disclosure Requirements) 2015, the Board is required to carry out the annual performance evaluation of the Board of Directors as a whole, Committees of the Board and individual Directors. Your Company understands the requirements of an effective Board Evaluation process and accordingly conducts the Performance Evaluation in respect of the following:

i. Board of Directors as a whole.

ii. Committees of the Board.

iii. Individual Directors including the Chairperson of the Board of Directors.

In compliance with the requirements of the provisions of Section 178 of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) 2015 and the Guidance Note on Board Evaluation issued by SEBI, your Company has carried out a Performance Evaluation process internally for the Board/Committees of the Board/ individual directors including the Chairperson of the Board of Directors for the financial year ended March 31, 2024.

independence of a director and other matters as required by the Companies Act, 2013. Necessary diversity in the board was ensured. Detailed policy is available at Company''s website https://www. satiagroup.com. The key objectives of conducting the Board Evaluation process were to ensure that the Board and various Committees of the Board have appropriate composition of Directors and they have been functioning collectively to achieve common business goals of your Company. Similarly, the key objective of conducting performance evaluation of the Directors through individual assessment and peer assessment was to ascertain if the Directors actively participate in the Board/Committee Meetings and contribute to achieve the common business goals of the Company. The Board was of the opinion that the directors and Board collectively stand the highest level of integrity and all members of the Board had specified skill set and experience required for the Company.

Familiarisation Programme

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) 2015, the Company has worked out a Familiarisation Programme for the Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature of Industry in which the Companyoperates,business model ofthe Company etc. Through the Familiarisation Programme, the Company apprises the independent directors about the business model, corporate strategy, business plans, finance human resources, technology, quality, facilities, risk management strategy, governance policies and operations of the Company. Details of Familiarisation Programme of Independent Directors with the Company are available on the website of the Company https:// www.satiagroup.com

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, The Key Managerial Personnel of the Company as on March 31, 2024 are: -

Dr Ajay Satia, Chief Executive Officer, Chairman cum Managing Director,

Sh Rachit Nagpal, GM(Finance) - CFO

Sh Rakesh Kumar Dhuria, Company Secretary and Compliance Officer.

Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

â¢ Audit Committee of Directors

â¢ Nominations and Remuneration Committee (NRC)

â¢ Stakeholders Relationship Committee

â¢ Corporate Social Responsibility Committee

â¢ Risk Management Committee

The details with respect to the composition, terms of reference, number of meetings held by the aforesaid Committees are given in the "Corporate Governance Report" of the Company which is presented in a separate section and forms a part of the Annual Report of the Company. During the year under review, a separate meeting of the Independent Directors was held on 10th February, 2024, with no participation of NonIndependent Directors or the Management of the Company. The Independent Directors had discussed and reviewed the performance of the Non- Independent Directors and the Board as a whole and also assessed the quality, quantity and timeliness of the flow of information between the Management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

In terms of the Listing Regulations, all Directors and senior management personnel have affirmed

compliance with their respective codes. The CEO & Managing Director has also confirmed and certified the same, which certification is provided at the end of the Report on Corporate Governance.

Remuneration Policy

In compliance with Section 178(3) of the Act and Regulation 19(4) of the Listing Regulations, on the recommendations of the Nomination and Remuneration Committee (NRC), the Board formulated Policy relating to the remuneration of Directors, key managerial personnel and other employees. The Policy includes criteria for determining qualifications, positive attributes and independence of Directors and other matters. It broadly lays down the philosophy, guiding principles and basis for recommending payment of remuneration to the Executive and Non- Executive Directors. The role of the NRC is disclosed in the Corporate Governance Report, which forms part of the Annual Report in compliance with proviso to Section 178(4) of the Act. The Remuneration Policy is available at Company web site at https://www.satiagroup.com/Company Policies and also annexed and also placed with the Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Number of meetings of the Board

Four meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

Director Responsibility Statement

Pursuant to requirement of Section 134 (5) of the Companies Act, 2013, your Directors confirm that:

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

(B) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company at the end of the financial year and of the profit or loss of the company for the period.

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

(D) the Directors had prepared the annual accounts on a going concern basis.

The Directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively. The Directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such system was adequate and operating effectively.

Audit Reports and Auditors

The Auditors Report for the year 31.03.2024 does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statement in this Annual Report.

Statutory Auditors:

In accordance with the provisions of section 139 of the Companies Act 2013 and the rules made thereunder M/s. N.Kumar Chhabra & Co., Chartered Accountants, Chandigarh (Firm Registration No. 000837N with ICAI), were appointed as Statutory Auditors of the Company at the 42nd Annual General Meeting of the Company held on 30.09.2023, to fill the casual vacancy caused by resignation of M/s. Rakesh Bansal & Co., Chartered Accountants, (Firm Registration No. 011474N) for the Financial Year 2022-23 and were also appointed as Statutory Auditors of the Company for the next four years viz. Financial Year 2022-23 to 2026-27.

The Auditors have issued an unmodified opinion on audited financial statements of the Company for the year ended March 31, 2024. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Secretarial Audit:

Pursuant to provision of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. S. Parnami & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the company. The Secretarial Audit report is annexed herewith as "Annexure V". The Secretarial Audit Report for the year under review requires no comments. The said report does not contain any qualification, reservation or adverse remarks.

Annual Secretarial Compliance Report

The Company has filed the Secretarial Compliance Report, issued by M/s S. Parnami & Associates, Company Secretaries as on March 31, 2024 on both the Stock Exchanges of the Company pursuant to Regulation 24A of the Listing Regulations. The secretarial auditor''s report has no qualifications for the financial year 2023-24.

As required by Schedule V of the Listing Regulations, the Auditor''s Certificate on Corporate Governance received from M/s S. Parnami & Associates is annexed to the Report on Corporate Governance forming part of the Annual Report.

Internal Auditors

During the year under review M/s S S Kothari Mehta & Co., Chartered Accountants New Delhi was appointed and carried out the internal audit and submitted their report.

Cost Audit

of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014. M/s HMVN & Associates, Cost Accountants, confirmed that they are free from disqualifications as specified under Section 141 read with Sections 139 and 148 of the Act, held a valid certificate of practice and that their appointment met the requirements of Sections 141(3)(g) and 148 of the Act. M/s HMVN & Associates, Cost Accountants, Delhi also confirmed that they are independent, maintained an arm''s length relationship with the Company and that no orders or proceedings are pending against them relating to professional matters of conduct before the institute of Cost Accountants of India or any competent authority/court. The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Act.

Your Company has adopted Indian Accounting Standards (IND AS). The Financial Statement for the year ended March 31, 2024 have been prepared in accordance with (IND AS) notified under the Companies (Indian Accounting Standards) Rules, as amended by the Companies (Indian Accounting Standard) Rules, 2018 read with Section 133 and other applicable provisions of the Companies Act, 2013.

Instances of Fraud, if any Reported by the Auditors

During the year under review, the Statutory Auditors has not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

Related Party Transaction:

periodically placed before the Audit Committee for its omnibus approval. The Board of Directors of the Company has on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act,2013, the rules there under and Listing Regulations. This Policy as considered and approved by the Board has been uploaded on the website of the Company at www. satiagroup.com.

Subsidiary Companies

The Company does not have any subsidiary.

Vigil mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and Employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee. The said Policy is uploaded on the website of the Company at https://www. satiagroup.com/Company Policies

Annual Return

In accordance with Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as of March 31, 2024 in Form MGT- 7 is available on the website of the Company www.Satiagroup.com/Investors.

Secretarial Standards

Your Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-VI

Particulars of Employees

Information as required under Section 197 read with rule 5 of the (Companies Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as Annexure-I and forms an integrated part of this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The Particulars as prescribed under section 134(3) (m) of the Companies Act, 2013 read with rule 8 of the Company (Accounts) Rules 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended as Annexure-II

Industrial Relations:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

Corporate Governance, Management Discussion & Analysis and Business Responsibility and sustainability Report.

As per Listing Regulations, the Corporate Governance Report with the Auditors'' Certificate thereon and the Management Discussion and Analysis are attached, which forms part of this Annual Report. Pursuant to Regulation 34(2)(f) of the Listing Regulations, Business Responsibility and sustainability initiatives taken from an environmental, social and governance perspective in the prescribed format is attached as a separate section of this Annual Report.

Sustainability

Corporate Social Responsibility Initiatives

and will be reviewed in each year depending on the profitability of the Company. Your Company continued the social development schemes initiated in previous years. These projects covered the broad thematic areas of promotion of Education, Medical Aid, Livelihood, Eradication of Poverty, Support, Orphans, Women, Blind and that are in compliant with Companies Act 2013. The Company has spent the entire required amount of the current year ended 31.03.2024 under the CSR and nothing is outstanding as unspent.

Satia Industries Ltd.''s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Company''s website at https:// www.satiagroup.com For other details regarding the CSR Committee, please refer to Annexure IV on Corporate Governance Report, which is a part of this report.

Safety, Health and Environment

The safety of all employees and associates has always been an area of priority for our Company. The Company has constituted a Safety and Securities Committee and the Committee meet in each month to discuss all safety issues and take the decision relating to resolving the same. The minutes of the safety and securities committee meetings and action taken report are also placed before the Audit Committee Meeting for their review and further instruction, if any required relating to pending matters. The Company also conduct the Fire Evacuation Drill regularly. The safety and Training & awareness sessions were conducted periodically on Fire Safety in emergency situation and on usage of the fire saving equipment. Safety standards are maintained across all locations. Regular deep cleaning of the office premises and checks were done to ensure safety of the employees. During ongoing Pandemic, Health and well being of the employees had become a major priority for the Company. Innovative and effective means were developed to engage with the employees during these tough times. Health and wellness awareness sessions were also conducted for employees. The connect meetings gave opportunities to employees to express themselves and get solutions to their work matters. It also motivated people to stay committed toward the organization''s goals and values.

Business Responsibility and Sustainability Report (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Company''s performance on Environment, Social and Governance parameters for FY24, is annexed as Annexure- III is part of this Integrated Report. BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the MCA. Cross referencing is provided in relevant sections of Integrated Report with suitable references to the BRSR.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company is committed to creating and maintaining a secure work environment where its employees, agents, vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation. To empower women and protect women against sexual harassment, and as per the requirement of the Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, a policy for prevention of sexual harassment had been made and Internal Complaints Committee had been set up. This policy allows employees to report sexual harassment at the work place. The Internal Committee is empowered to look into all complaints of sexual harassment and facilitate free and fair enquiry process.

Report on Corporate Governance

Your Company is committed to best practices in the area of Corporate Governance. Good Governance facilitate effective management and control of business, maintaining a high level of business ethics and optimizing the value for all stakeholders.

Corporate Governance Structure in the Company assigns responsibilities and entrusts authority among different participants in the organization viz the Board of Directors, the senior Management and Employee etc.

Management Discussion and Analysis Report

In terms of Regulation 34 (2) (e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report (MDA) which forms part of this Annual Report and is incorporated

herein by reference and forms an integral part of this report.

Acknowledgement

The Directors thanks the Company''s Bankers, Employees, Customers, Vendors, Investors and for their continuous support. The Directors also thank the Government of India, Government of Various States in India and concerned Government Departments and agencies for their co-operation

Place : VPO. Rupana (Dr Ajay Satia) (R.K.Bhandari) Date : 09.08.2024 Chairman Cum Joint Managing Managing Director Director

Mar 31, 2023

The Directors are pleased to present the 42^nd Annual Report of Satia Industries Limited (âthe Companyâ) along with the Audited Financial Statements for the Financial Year ended March 31, 2023.

Financial Result:

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

	(Rs	in Lakh)
Particulars	Current Year	Previous Year
Revenue and Other Income	189779.73	91675.18
Profit Before interest depreciation and tax	42582.28	LO CD CD O r**. O CM
Interest and Financial Charges	3518.04	2082.16
Depreciation	20712.74	6357.61
Profit from operations (before Tax) prior year adjustments & exceptional Item	18351.50	12266.88
TAX EXPENSES
Current Tax	3144.72	1950.16
Deferred Tax	(4010.65)	249.28
Profit/(Loss) after Tax	19217.43	10067.44
Less: Appropriation
Dividend on Equity Shares	400	200

Industry Review Corporate Overview

Satia Industries Limited operates in the following business segments: -

1 Writing and Printing Paper

2 Agriculture

3 Co-generation of Power for captive consumption and

Financial Performance and the State of the Company''s affairs

Operational Review

Your Company recorded a phenomenal growth of 107% with the total income of Rs 189779. 73 lakhs as compared to Rs 91675.18 lakh in the previous year. Profit before Tax for the year 2022-23 was Rs 18351.50 lakh as against Rs 12266.88 lakh in the previous year. Profit after Tax for the year 2022-23 stood at Rs 19217.43 lakh as against Rs 10067.45 lakh in the previous year.

Dividend

Based on the Company''s performance, Your Directors have declared interim dividends of Rs 0.20 per equity shares (20%) at its meeting held on 10th February, 2023 involving a cash outflow of Rs 2.00 crores. Your directors have also recommended a final dividend of Rs 0.20 per equity share (20%) for the financial year 2022-23 at their meeting held on 28.04.2023, the final dividend on equity shares, if approved by the Members in the ensuing AGM, would involve a cash outflow of Rs 2.00 crore. With this the total dividend for FY 2023 amounts to Rs 0.40 per equity share and would involve a total cash outflow of Rs 4.00 crores. In pursuance to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âLODRâ), your Company has formulated a Dividend Distribution Policy and is available on the Company''s website with web link https://www.satiagroup.com/1nvestor/ Company policies

Reserves

The closing balance of the retained earnings of the Company for the financial year 2023, after all appropriation and adjustments was Rs. 72319.75 Lakh.

Fixed Deposit

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Particulars of Loans, Guarantees or Investments:

The company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the financial statements.

Credit Rating

The Indian Ratings & Research Private Limited has upgraded Satia Industries Limited long term issuer rating to IND A from IND A. The Instrument wise rating action is as below: -

Instrument Type	Maturity Date	Size of Issue (million)	Rating/ Outlook	Rating Action
Term loans	FY29	INR 4149.2 (increased from INR 3,976.8)	IND A /Stable	Upgraded
Fund-based bank facilities	-	INR 850	IND A /Stable/IND A1	Upgraded
Non-fund- based bank facilities	-	INR1, 250 (increased from INR600)	IND A /Stable/IND A1	Upgraded

Internal Control Systems and their adequacy

SIL has a well-established framework of internal controls across in all the areas of its operations. The Company has adequate monitoring procedures and to maintain its objectivity and independence, the Company has appointed competent Internal Auditor, who reports to the Joint Managing Director and the quarterly reports are placed before the Audit Committee.

Based on the report of internal audit, the audit committee recommends corrective actions to the respective departments need to undertake in their respective areas and thereby strengthen the controls.

Transfer of Unpaid Dividend to Investor Education and Protection Fund (IEPF)

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to lying with the Company for a period of seven years were transferred during the Financial Year 2022-23, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Transfer of shares to IEPF

As required under Section 124 of the Act

3,73,650 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the Financial Year 2022-23. Details of shares transferred to IEPF have been uploaded on the Website of IEPF as well as the Company.

In terms of provisions of Section 125 of the Companies Act, 2013, the unclaimed final dividend pertaining to the financial year 201415 for amount aggregating to 96840 /- had been transferred to the âInvestor Education and Protection Fundâ established by the Central Government on 31st October, 2022.

Directors and Key Managerial Personnel

Sh Chirag Satia, Executive Director (DIN No: 03426414) will retire from office by rotation at Annual General Meeting, and being eligible, offers himself for reappointment. Sh. Chirag Satia has given required declaration under Companies Act, 2013.

Mr. Ashok Kumar Gupta (DIN No: 08068465) was re-appointed as an Independent Director of the Company for second term of five consecutive years commencing from 08th February, 2023 to 07th February, 2028 not liable to retire by rotation. The members of the Company have accorded their approval by passing a Special Resolution through Postal Ballot Notice dated 23.01.2023.

Mr. Ajay Vyas (DIN No 07553649) was appointed as an Independent Director of the Company for five consecutive years commencing from 23rd December, 2022 to 22nd December,2027 not liable to retire by rotation. The members of the Company have accorded their approval by passing a Special Resolution through Postal Ballot Notice dated 23.01.2023

Cessation

Sh Arun Gupta (DIN No 00371289) Independent Director, retired as member of the Board of Directors on completion of tenure effective February 07, 2023. The Board placed on record their appreciation for Sh Arun Gupta in valuable contribution, guidance, and strategic vision, that has helped the Company build and execute a resilient growth strategy.

All the Independent Directors have affirmed their independence under Section 149 of the Companies Act, 2013 and provisions of Regulation 25 of SEBI (LODR) Regulations, 2015. The Company has obtained requisite declaration to that effect from the said Directors.

Board Evaluation

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working ofits Committees, based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition

and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of Committee meetings, etc. The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings ofNRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In the Board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent Directors was done by the entire board, excluding the independent director being evaluated.

Pursuant to the provisions of Section 149 of the Act, the independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed there under and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ). There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the nonexecutive directors of the Company had no pecuniary relationship or transactions

with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are Dr Ajay Satia, Chief Executive Officer, Chairman cum Managing Director, Sh Rachit Nagpal, GM(Finance) - CFO and Sh Rakesh Kumar Dhuria, Company Secretary.

Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

â¢ Audit Committee of Directors

â¢ Nominations and Remuneration Committee (NRC)

â¢ Stakeholders Relationship Committee

â¢ Corporate Social Responsibility Committee

â¢ Risk Management Committee

Terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance which forms part of the Annual Report. Further, during the year under review, all recommendations made by the Audit Committee have been accepted by the Board. The Company has adopted a Code of Conduct for its Non-Executive Directors including a code of conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Act.

In terms of the Listing Regulations, all Directors and senior management personnel have affirmed compliance with their respective codes. The CEO & Managing Director has also confirmed and certified the same, which certification is provided at the end of the Report on Corporate Governance. Remuneration Policy

In compliance with Section 178(3) of the Act and Regulation 19(4) of the Listing Regulations, on the recommendations of the Nomination and Remuneration Committee (NRC), the Board formulated Policy relating to the remuneration of Directors, key managerial personnel and other employees. The Policy includes criteria for determining qualifications, positive attributes and independence of Directors and other matters. It broadly lays down the philosophy, guiding principles and basis for recommending payment of remuneration to the Executive and NonExecutive Directors. The role of the NRC is disclosed in the Corporate Governance Report, which forms part of the Annual Report in compliance with proviso to Section 178(4) of the Act. The Remuneration Policy is stated in the Annexure-IA. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Number of meetings of the Board

Five meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

Director Responsibility Statement

Pursuant to requirement of Section 134 (5) of the Companies Act, 2013, your Directors confirm that:

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

year and of the profit or loss of the company for the period.

(D) the Directors had prepared the annual accounts on a going concern basis.

Audit reports and Auditors

The Auditors Report for the year 31.03.2023 does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statement in this Annual Report.

Statutory Auditors:

M/s. Rakesh Bansal & Co., Chartered Accountants, (Firm''s Registration No. 011474N), were appointed as Statutory Auditors of the Company for a term of five consecutive Financial Years. i.e. from 202122 to 2026-27, in 41st Annual General Meeting (AGM) held on 30th September 2022. The Company had received a letter dated 22nd December, 2022 (as also information as per Annexure-A of SEBI Circular) from M/s. Rakesh Bansal & Co., Statutory Auditors addressed to the Board of Directors through Audit Committee requesting to accept their resignation and intimate his case was genuine and exceptional case stating, inter-alia, the following reasons: -Due to health issue of the sole proprietor and personal circumstances unable to undertake the assignment. The Audit

Committee had noted that Statutory Auditors had not raised any concerns, as to nonreceipt of information or non-co-operation from the management. The Audit Committee had taken view that due to health issue of the sole proprietor reached to this conclusion that on professional inability and humane considerations, the resignation be accepted. Thus, pursuant to the recommendations ofthe Audit Committee and pursuant to personal, genuine and exceptional circumstances including health issue the resignation of M/s. Rakesh Bansal & Co., Chartered Accountants, Statutory Auditors dated 22nd December, 2022 was also accepted by the Board w.e.f. 23rd December, 2022. The Audit Committee passed a resolution on 23rd December 2022 recommending to the Board of Directors the appointment of M/s. N.K. Chhabra & Co., Chartered Accountants, Chandigarh (Firm Registration No. 000837N with ICAI), as Statutory Auditors for this purpose to fill the casual vacancy caused by resignation of M/s. Rakesh Bansal & Co., Chartered Accountants, (Firm Registration No. 011474N for the current Financial Year 2022-23 and they shall hold office until the conclusion of next annual general meeting to be held in the calendar year 2023, and they shall also be appointed as Statutory Auditors of the Company for the next four years viz. Financial Year 2022-23 to 2026-27.

Secretarial Audit:

Pursuant to provision of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. S. Parnami & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the company. The Secretarial Audit report is annexed herewith as âAnnexure VI. The Secretarial Audit Report for the year under review requires no comments. The said report does not contain any qualification, reservation or adverse remarks.

Annual Secretarial Compliance Report

In compliance with Circular No. CIR/CFD/

CMD/1/27/2019 dated February 8, 2019, issued by the Securities and Exchange Board of India (SEBI), M/s S. Parnami & Associates, was appointed for issuing Annual Secretarial Compliance Report for the year ended March 31, 2023. The said Report confirms that the Company has maintained proper records as stipulated under various Rules and Regulations and that, no action has been taken against the Company or promoters/ directors by the SEBI/Stock Exchange.

Internal Auditors

During the year under review M/s. SSPJ & Co, Chartered Accountants, Internal Auditors has resigned w.e.f 10.02.2023 and M/s S S Kothari Mehta & Co., Chartered Accountants New Delhi was appointed in place carried out the internal audit and submitted their report.

Cost Audit

Pursuant to the provisions of the Companies Act, 2013 M/s Balwinder & Associates, Cost Accountants, Mohali has conducted the cost audit of the Company. As recommended by the Audit Committee, the Board at its meeting held on 27.05.2022 appointed M/s Balwinder & Associates., Cost Accountants, Mohali as Cost Auditor to conduct cost audit for the year ended March 31, 2023, pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014. M/s Balwinder & Associates, confirmed that they are free from disqualifications as specified under Section 141 read with Sections 139 and 148 of the Act, held a valid certificate of practice and that their appointment met the requirements of Sections 141(3)(g) and 148 of the Act. M/s Balwinder & Associates also confirmed that they are independent, maintained an arm''s length relationship with the Company and that no orders or proceedings are pending against them relating to professional matters of conduct before the institute of Cost Accountants of India or any competent authority/court. The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Act.

Your Company has adopted Indian Accounting Standards (IND AS).

The Financial Statement for the year ended March 31, 2023 have been prepared in accordance with (IND As) notified under the Companies (Indian Accounting Standards) Rules, as amended by the Companies (Indian Accounting Standard) Rules, 2018 read with Section 133 and other applicable provisions of the Companies Act, 2013.

Related Party Transaction:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval. The Board of Directors of the Company has on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act,2013, the rules there under and Listing Regulations. This Policy as considered and approved by the Board has been uploaded on the webs site of the Company at www. satiagroup.com.

Subsidiary Companies

The Company does not have any subsidiary.

Vigil mechanism/Whistle Blower Policy

adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee. The said Policy is uploaded on the website of the Company at https://www. satiagroup.com

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-VII

Particulars of Employees

Information as required under Section 197 read with rule 5 of the (Companies Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as Annexure-II and forms an integrated part of this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

Industrial Relations:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

Corporate Governance, Management Discussion & Analysis and Business Responsibility and sustainability Report.

As per Listing Regulations, the Corporate Governance Report with the Auditors'' Certificate thereon and the Management Discussion and Analysis are attached, which forms part of this Annual Report. Pursuant to Regulation 34(2)(f) of the Listing Regulations, Business Responsibility and sustainability initiatives taken from an environmental, social and governance perspective in the prescribed format is attached as a separate section of this Annual Report.

Sustainability

Corporate Social Responsibility Initiatives

The Company has always recognized its social responsibility as an integral and critical part of its value system and carried out ''Need Assessment Study'' to fulfil the requirements ofits social responsibility under CSR Programs and based on that assessment of demand, the management has approved CSR program and Expenditure on CSR and will be reviewed in each year depending on the profitability of the Company. Your Company continued the social development schemes initiated in previous years. These projects covered the broad the matic areas of promotion of Education, Medical Aid, Livelihood, Eradication of Poverty, Support, Orphans, Women, Blind and that are in compliant with Companies Act 2013. The Company has spent the entire required amount of the current year ended 31.03.2023 under the CSR and nothing is outstanding as unspent.

Satia Industries Ltd''s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Company''s website at https://www. satiagroup.com For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report

Safety, Health and Environment

relating to resolving the same. The minutes of the securities and safety committee meetings and action taken report are also placed before the Audit Committee Meeting for their review and further instruction, if any required relating to pending matters. The Company also conduct the Fire Evacuation Drill regularly. The safety and Training & awareness sessions were conducted periodically on Fire Safety in emergency situation and on usage of the fire saving equipment. Safety standards are maintained across all locations. Regular deep cleaning of the office premises and checks were done to ensure safety of the employees. During ongoing Pandemic, Health and wellbeing of the employees had become a major priority for the Company. Innovative and effective means were developed to engage with the employees during these tough times. Health and wellness awareness sessions were also conducted for employees. The connect meetings gave opportunities to employees to express themselves and get solutions to their work matters. It also motivated people to stay committed toward the organization''s goals and values.

Business Responsibility and Sustainability Report (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Company''s performance on Environment, Social and Governance parameters for FY23, is part of this Integrated Report. BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the MCA. Cross referencing is provided in relevant sections of Integrated Report with suitable references to the BRSR.

Awards:

Dr. Ajay Satia, CMD, has been honored with the Life-Time Achievement Award as Entrepreneur of the year 2023 in a glittering ceremony in Hyderabad.

Indian Pulp & Paper Technical Association (IPPTA) recognizes and celebrates out-

standing business leaders who have led their organization to new heights with their extraordinary entrepreneurial vision and thrust and thus made a mark in the world of business with their risk-taking ability, meticulous planning, strategic roadmaps and careful execution.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company is committed to creating and maintaining a secure work environment where its employees, agents, vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation. To empower women and protect women against sexual harassment, and as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Actâ) and Rules made thereunder, a policy for prevention of sexual harassment had been made and Internal Complaints Committee had been set up. This policy allows employees to report sexual harassment at the work place. The Internal Committee is empowered to look into all complaints of sexual harassment and facilitate free and fair enquiry process.

Report on Corporate Governance

Management Discussion and Analysis Report

In terms of Regulation 34 (2) (e) of the Listing Regulations, 2015 read with other

applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report (MDA) which forms part of this Annual Report and is incorporated herein by reference and forms an integral part of this report.

Acknowledgement

The Directors thanks the Company''s Bankers, Employees, Customers, Vendors, Investors and for their continuous support. The Directors also thank the Government of India, Government of Various States in India and concerned Government Departments and agencies for their co-operation

Place : VPO: Rupana (Dr Ajay Satia) (R.K.Bhandari) Date : 11.08.2023 Chairman Cum Joint Managing Managing Director Director

Annexure-I

DIVIDEND DISTRIBUTION POLICY

The Board at its discretion, while approving the annual accounts in each financial year, may also recommend the dividend for approval of the shareholders after taking into account the free cash flow position, the profit earned during that year, the Capex requirements and applicable taxes. If during any financial year the profits of the Company are inadequate, the Board may decide not to declare dividends for that financial year. A dividend policy stated by the current Board cannot be binding on the extant Board. However, the current Board can form a guideline on dividend payout in future in the interest of providing transparency to the shareholders.

The Company''s Dividend Distribution Policy (DDP) is available at website: www. satiagroup.com/Dividend Policy.

Annexure-IA

REMUNERATION POLICY

The Nomination and Remuneration Committee of the Company is constituted in line with provisions of Regulation 19

of SEBI (LODR) Regulations, 2015 read with Section 178 of the Companies Act, 2013.

Brief Description of Terms of reference:

1 To carry out evaluation of the Director''s performance and recommend to the Board appointment/removal based on his/her performance.

2 To formulate a criterion for determining qualification, positive attributes and independence of a director.

3 To recommend to the Board on (i) policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management and (ii) Executive Directors remuneration and incentive.

The Remuneration policy principle is that the remuneration and the other terms of employment shall be competitive in order to ensure that the Company can attract and retain competent Executives. The Nomination and Remuneration Committee while considering a remuneration package must ensure a balance approach reflecting short- and long-term performance objectives appropriate to the working of the company and its goals.

Executive remuneration shall be proposed by the Committee and subsequently approved by the Board of Directors, Executive remuneration is evaluated annually against performance in determining package of remuneration, the Committee may consult with the Chairman Cum Managing Director.

The Board may delegate the appointment and remuneration powers in case of Sr. Management Personnel (except KMPs and Directors) to the Chairman & Managing Director CEO/ or Whole Time Director.

Annexure-II

Information required pursuant to Section 197 read with Rule 5 (1) and (2) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is furnished hereunder:

Name of the Director/KMP and Designation	Remuneration in fiscal, 2023 Rs in lacs	% increase in remuneration from previous year	Ratio of Remuneration to MRE*	Comparison of the remuneration of the KMP against the Performance of the Company
Name of the Director/KMP and Designation	Remuneration in fiscal, 2023 Rs in lacs	% increase in remuneration from previous year	Ratio of Remuneration to MRE*	% of Profits before tax	% ofTurnover
Dr. Ajay Satia (Chairman Cum Managing Director)	754.33	55.62	142.53	3.29	0.32
Sh. R.K. Bhandari (Joint Managing Director)	100.27	12.30	23.64	0.55	0.05
Sh. Chirag Satia (Executive Director	480.15	50.43	84.96	1.96	0.19
Sh Hardev Singh Director (Technical)	41.68	6.22	9.25	0.21	0.02
Sh Rachit Nagpal (CFO)	24.60	88.65	5.80	0.13	0.01
Sh. Rakesh Kumar Dhuria (Company Secretary)	20.93	114.77	4.94	0.11	0.01

1 The median Remuneration of Employees was Rs 4.24 lakh PA.

2 In the financial year, there was 59.19% increases in the median remuneration of employees.

3 There were 2159 permanent employees on the rolls of the Company as on March 31, 2023

4 Relationship between average increase in remuneration and Company performance:-

For the financial year 2022-23 key managerial

Personnel were paid 7.74% and 0.75% of

the net profit before tax and turnover respectively of the Company.

The ratio of the remuneration of the highest paid director to that of employees who are not director but receive remuneration in excess of the highest paid director during the year-Not applicable.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, key managerial personnel, senior management personnel and other employees.

Detail of Ten Employees in Term of Remuneration
Sr. No	Name of Employee	Designation of the Employee	Qualification	Experience (Yrs.)	Age	Annual Salary (In Lacs)	Last Employment
1	MANAV SARIN	VICE PRESIDENT (SALES)	M.B.A.	30.1	50.10	39.00	Rama Newspint & Paper Ltd.
2	VENKUMAHANTHI SRINIVASA RAO	SR.G.M.	B.TECH MECH., MBA - OPERATIONS MGMT.	16.4	38.10	34.80	Concept Technologies
3	SANDEEP PABHA	SR.G.M.(ENGG.& PROJECTS)	B.E PRODUCTION ENGG.	28.4	50.5	34.32	Kuantam Paper
4	PARVEEN KUMAR	SR.G.M.	DIP. IN ELECT. ENGG.	32.5	50.3	27.60	Punjab Concast Steels
5	SANJAY JAIN	SR.G.M.	DIP ELECT.ENGG.	30.7	55.11	27.60	Rainbow Papers Ltd.
6	LEELADHAR BAGLA	VICE PRESIDENT-PAPER	MS(MM) & PPT	28.8	49.9	27.60	Shreeyans Inds. Ltd.

7	RAKESH KUMAR MALHOTRA	GENERAL MANAGER	B.TECH CHEMICAL	36.5	58.0	27.40	Sirpur Paper Mill Ltd. Group
8	PANKAJ KUMAR JAIN	SR.G.M.	B.E E&I	23.8	51.6	27.18	PRESPL
9	SATPAL ARORA	SR.G.M.(MKT & PPC)	M.B.A.	31.7	55.10	27.00	First Employment
10	S.MADHUKAR RAO	SR.G.M.	B.SC.	38.0	62.0	27.00	Murli Agro

Annexure III

INFORMATION UNDER SECTION 134 (3) (M) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ACCOUNTS) RULES 2014 AND FORMING PART OF THE REPORT OF THE BOARD OF DIRECTORS.

I Conservation of Energy

i Installation of VFDs in PMILL & Utility for energy conservation

ii Energy efficient LED lights installed in plant PM4 & DIP

iii IE3 premium energy efficient motors installation at PM 3,4 & PMILL &ETP area.

iv Thermal insulation on steam lines, condensate lines. and steam traps repairing.

v) Condensate recovery by arresting leakage and insulation

vi) Energy efficient & latest technology Turbo blower (Runtech make) installed for Vacuum System at PM3 for energy efficiency, energy saving & better control of vacuum.

II Technological Absorption

1) PM4 Rewinder 2 Globe make latest design & technology rewinder installed & commissioned in for increasing production capacity and quality paper for market.

2) HW 1 Street Modification for use on Agro & HW both options for consistent supply of Agro pulp and to increase pulp reliability

3) PM2 Hood modification done for improving quality and steam efficiency improvement

4) PM2 Press Part frame & structure changed & new steam box installed for steam efficiency improvement

5) PM2 QCS modification done for increasing accuracy level & control of process system parameters & improving quality of paper

6) PM1 QCS modification done for increasing accuracy level & control of process system parameters & improving quality of paper

7) Disperser 2 installed at PM4 DIP 2 for improving DIP Pulp quality

8) PM4 Softwood refiner installation for improving paper machine runnabilty further improving printability & dimension stability

9) New Oxygen Plant installing for meeting oxygen demand of EOP stage for improving pulp quality & reduction in further chemicals

10) TRP 2 installation & commissioning for increasing equipment availability

11) Wood chipper installation for improving in house capacity of wood chips

12) Wheat Straw bailing machine no 2 installed for better & increasing raw material storage capacity.

13) CRB 1 ESP 1 modification for improving emission control & increasing efficiency.

14) ETP bio reactor capacity enhancement to increase system efficiency & saving in boiler fuel (rice husk) by using additional generated gas using in boiler.

III FOREIGN EXCHANGE EARNINGS AND OUT GO:

Expenditure for the year ended 31st March, 2023 is as under: -

i) Earning in foreign exchange.	(Rs) 11,10,96,109
ii) Expenditure in foreign currency. CIF Value of imports	(Rs.)
Waste Paper	716,423,808
Pulp	929,608,051
Chemical	66,450,265
Machinery- Spares & Capital Goods	314,585,451
Interest	25,917,495
Legal, Technical Fees, Repair & Other fees	21,130,874
Total Expenditure	2,074,115,943

Mar 31, 2018

Dear Members,

The Directors have the pleasure of presenting the 37^th Annual Report of your Company for the financial year 2017-18.

Financial Result:

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

(Rs in Lakhs)

Particulars	Current Year	Previous Year
Revenue and other income	67233.63	59185.66
Profit before interest, depreciation and Tax	15209.71	11201.15
Interest and Financial charges	2372.59	2447.07
Depreciation	4504.07	4002.77
Profit from operations (before tax) Prior Year adjustment & exceptional Item	8333.05	4751.31
Tax Expenses		-
Current Tax	639.26	6.68
Deferred Tax	826.76	189.46
Profit/ (Loss) after tax	6867.03	4555.16
Less: Proposed Appropriation
Dividend on Equity Shares	250.00	200.00

Industry Review Corporate Overview

Satia Industries Limited operates in the following business segments :-

1. Writing and Printing Paper

2. Yarn.

3. Cotton.

4. Agriculture,

5. Co-generation of Power for captive consumption and

6. Solar Power.

Operational Review

The Highlight of the Companyâs Performance for the year ended March 31, 2018 are as below:-

1. Production of paper of the Company increased by 9.58% to 113517.8 MTs as compared to 103588.5 mT of last year

2. Net revenue of your Company increased by 12.48% to Rs 64207.32 Lakh as compared to Rs 57078.52 Lakh during the corresponding period of previous year 2016-17.

3. Profit Before Depreciation and Tax increased by 46.64% to Rs 12837.12 Lakh as compared to Rs 8754.08 Lakh during the corresponding period of previous year 2016-17

4. Profit before Tax increased by 75.38% to Rs 8333.05 Lakh as compared to Rs 4751.31 Lakh during the corresponding period of previous year 2016-17

5. Net Profit Increased by 49.82 % to Rs 6791.40 Lakh as Compared to Rs 4533.17 Lakh in the previous Year.

Dividend

During the year under review, the Board declared Interim Dividends -Rs 1.00 (10%) per equity share of Rs 10/- each in its meeting held on 08.02.2018. Your Directors are pleased to recommend a Final Dividend of Rs1.50 (15%) per equity share of Rs 10/- each for Financial Year 2017-18, for the approval of the equity shareholders at the ensuing Annual General Meeting. If approved, the total dividend payout (interim and final dividend) for the financial year 2017-18 will be Rs 2.50 (25%) per equity share of Rs 10/- each.

Financial Review

Share Capital

The paid up equity capital as on March 31, 2018 was Rs.10,00,00,000/-. During the year under review, the Company has not issued any shares.

Reserves

The Company does not propose to carry any amount to any reserves.

Fixed Deposit

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements.

Internal Central Systems and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal auditor reports to the Joint Managing Director and the quarterly reports are placed before the Audit Committee.

Based on the report of internal audit, the audit committee recommends corrective actions the respective department needs to undertake in their respective areas and thereby strengthen the controls.

Directors:

As on 31st March, 2018, the company have 11 Directors consisting of 4 Executive Director Non-Independent Directors, 4 Non- Executive Independent Directors and 3 Additional Director (Independent) Non-executive , Sh. R.K.Bhandari is proposed to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for reappointment.

All the Independent Directors have affirmed their Independence under Section 149 of the Companies Act, 2013 and provisions of Regulation 25 of SEBI (LODR) Regulations , 2015. The Company has obtained requisite declaration to that effect from the said Directors.

During the year under review, Dr Mrs Priti Lal Shivhare (Din No 08031894) Sh Ashok Kumar Gupta, (Din No 08068465) and Sh Arun Kumar Gupta (Din No 00371289) were appointed as an Additional Directors (Independent) and their appointment will be placed for approval by the shareholders at the ensuing Annual General Meeting

Performance of the Board

Your Company has devised a Policy for determining qualifications, positive attributes of Directors, performance evaluation of Independent Directors, Board Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. In accordance with the provisions of Companies Act,2013 and Regulation 17(10) of SEBI (LODR) Regulations,2015, the evaluation process for the performance of the Board, its Committees and individual Directors was carried out internally. The Independent Directors met on 08th February, 2018 for performance evaluation of the Non Independent Directors and the entire Board of Directors including the Chairman and Managing Director and Executive Directors. The Independent Directors were satisfied with the functioning of the Board and Committees. The Independent Directors appreciated the leadership role of the Chairman and Managing Director in upholding the Company performance, values and Corporate Governance standards. The results of the review by the Independent Directors was shared with the Board of directors. The Board of directors have expressed their satisfaction with the evaluation results.

Key Managerial Personnel

The following employees were designated as Whole Time key Managerial personnel by the Board of Directors during the financial year:-

Dr Ajay Satia: CMD & CEO

Sh Ashok Kumar Khurana: CFO

Sh Rakesh Kumar Dhuria: Company Secretary

Remuneration Policy

The Board has on the recommendation of the Remuneration Committee framed a policy for selection & appointment of Directors. Senior Management and their remuneration. The Remuneration Policy is stated in the Annexure-I.

Meetings

During the year four board meeting and four Audit Committee Meetings were convened and held. The detail of which are given in the Corporate Governance Report. The Intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Director Responsibility Statement

Pursuant to requirement of Section 134 (5) of the Companies Act, 2013, your Directors confirm that :

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

(b) the Directors had selected such accounting policies and applied them consistently and made judgments

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the period.

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

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

Audit reports and Auditors

Audit Reports

The Auditors Report for the year 31.03.2018 does not contain any qualification, reservation or adverse remark. The Auditorsâ Report is enclosed with the financial statement in this Annual Report.

Statutory Auditors:

Under section 139 of the Companies Act, 2013 and the rules made there under, it is mandatory to rotate the statuary auditors on completion of the maximum term permitted under the said section, in line with the requirements of the Companies Act, 2013, M/S Deepak Grover & Association, Charted Accountants (firm registration no 505923) was appointed as the Statutory Auditors of the company to hold office for a period of five consecutive years from the conclusion of the 36th Annual General Meeting of the company held on 29th September, 2017, till the conclusion of the 41st Annual General Meeting to be held in the year 2022, subject to ratification by shareholders at the Annual General Meeting or as may necessitated by the Act from time to time. The first year of audit was of the financial statements for the year ending March 31, 2018, which included the audit of the quarterly financial statements for the year. Accordingly, the appointment of M/s Deepak Grover & Associates is being placed before the shareholders for ratification.

The Auditorsâ Report on the Accounts is self explanatory and requires no comments.

Secretarial Audit:

Pursuant to provision of section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s S. Parnami & Associates, a firm of company Secretaries in practice to undertake the Secretarial Audit of the company. The Secretarial Audit report is annexed herewith as ââAnnexure V. The secretarial audit report for the year under review requires no comments. The said report does not contain any qualification, reservation or adverse remarks.

Internal Auditors

During the year under review M/s G. Baksh & Associates, Internal Auditors carried out the internal audit and submitted their report.

Cost Audit

Pursuant to the provisions of the Companies Act, 2013 M/s HMVN & Associates, Cost Accountants, New Delhi has conducted the cost audit of the Company.

Indian Accounting Standard

Your Company has adopted Indian Accounting Standards (IND AS). The Financial Statement for the year ended March 31, 2018 have been prepared in accordance with Ind As notified under the Companies (Indian Accounting Standards) Rules, as amended by the Companies (Indian Accounting Standard) Rules,2018 read with Section 133 and other applicable provisions of the Companies Act, 2013.

Related Party Transaction:

All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval. The Board of Directors of the Company has on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the rules there under and Listing Regulations. This Policy as considered and approved by the Board has been uploaded on the webs site of the Company at www.satiagroup.com

Subsidiary Companies

The Company does not have any subsidiary.

Vigil Mechanism

In line with Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 of the Listing Agreement, the Company has adopted a Whistle Blower Policy. The mechanism encourages the Whistle Blower to report genuine concerns or grievances. It also provides adequate safeguard to the Whistle Blower against victimization. The functioning of the Vigil Mechanism is reviewed by the Audit Committee and the Whistle Blower has direct access to the Chairman of the Audit Committee. The Policy on whistle blower may be accessed on the Companyâs website www.satiagroup.com

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure -VI

Business Risk Management

Pursuant to Section 134 (3) (n) of the Companies Act, 2013, the Board of Directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company.

Particulars of Employees

Information as required under Section 197 read with rule 5 of the Companies Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as Annexure-II and forms an integrated part of this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The Particulars as prescribed under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Company (Accounts) Rules 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended as an Annexure-III to the Directorâs Report.

Industrial Relations:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

Corporate Social Responsibility Initiatives

Satia Industries Limited realizes its responsibility towards the society at large. Satia Industries Limited recognizes that Corporate are economic organs of society and therefore believes in making a positive difference to the society by trying to build a better tomorrow. The Company assists in running the local Schools and directly organizes various programs for social welfare.

The Company has carried out âNeed Assessment Studyâ to fulfill the requirements of its social responsibility under CSR Programs and based on that assessment of demand, the management has approved Rs.2.50 crores for CSR program in surrounding villages. The activities mentioned therein shall be carried out within a time frame of 5 years (from the year 2017-18 to 2021 -22). The sectors identified under the scope of CSR activities are as follows:

As part of its initiatives under âcorporate social responsibilityâ (CSR), the company has contributed funds for the schemes of promotion of education and medical aid.

The Annual Report on CSR activities is annexed herewith as: Annexure- IV

Report on Corporate Governance

Our corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. At Satia Industries Limited , our Board exercises its fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term shareholder value and respect minority right in all our business decisions. The report on the Corporate Governance as stipulated under SEBI listing regulation forms part of the Annual Report

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the Report on corporate governance.

Management Discussion and Analysis Report

A detailed review of the Management Discussion and Analysis Report for the year under review is presented in separate section forming part of the Annual Report.

Acknowledgement:

The Directors wish to place on record their sincere gratitude and appreciation for the assistance and co-operation received from the Government of India, Government of Punjab, the Financial Institutions, Punjab National Bank, Central Bank of India, Indian Overseas bank, Andhra Bank, Members, Customers and Business Constituents for their continued support and co - operation.

We also place on record our sincere appreciation for the contribution made by the employees at all levels. Our consistent growth is made possible by their devout, sincere and unstinted services.

For and on behalf of the Board of Directors

Place : New Delhi (Dr Ajay Satia) (R.K.Bhandari)

Date : 13.08.2018 Chairman Cum Managing Director Joint Managing Director

Mar 31, 2016

Dear Members,

The Directors have the pleasure of presenting the 35^th Annual Report of Your Company for the Financial Year 2015-16.

Financial Result:

The financial performance of your Company for the year ended March 31, 2016 is summarized below:-

(Rs in Lacs)

	Current Year	Previous Year
Revenue and other income	45008.77	39821.44
Gross Profit before interest and depreciation	7000.64	6941.90
Interest and Financial charges	2510.05	1634.78
Depreciation	3324.81	5298.66
Profit from operations (before tax & exceptional item)	1165.78	8.44
Exceptional items	-	-
Profit before Tax	1165.78	8.44
Extra Ordinary Item	157.92	9.91
Profit Before Tax	1007.86	(1.47)
Current Tax	-	127.00
Deferred Tax	(303.76)	(912.59)
Net Profit/ (Loss) after tax	1311.62	784.12
Less: Appropriation
Proposed Dividend	0	100.00

Operational Review

During the financial year 2015-16, net revenue from operation was Rs 45008.77 lac as compared to Rs 39821.44 lac during the corresponding period of previous year 2014-15 The net profit after tax of the Company is Rs 1311.62 lac as compared to Rs 784.12 lac for the previous year.

Dividend

Your Directors have decided to plough back the profits and do not recommend any dividend for the current year.

Financial Review

Share Capital

The paid up equity capital as on march 31, 2016 was Rs.100000000/-. During the year under review, the Company has not issued any shares during the year.

Reserves

The Company does not propose to carry any amount to any reserves.

Fixed Deposit

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company is given in the notes to the financial statements.

Internal Control Systems and their adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal auditor reports to the Whole Time Director and the quarterly reports are placed before the Audit Committee.

Based on the report of internal audit, the audit committee recommends corrective actions the respective department needs to undertake in their respective areas and thereby strengthen the controls.

Corporate Social Responsibility Initiatives

As part of its initiatives under âcorporate social responsibilityâ (CSR), the company has contributed funds for the schemes of promotion of education and medical aid.

The Annual Report on CSR activities is annexed herewith as: Annexure:- IV

Directors:

Shri A.Krishna, Director of the Company, liable to retire by rotation at the forthcoming Annual General Meeting and does not seek his re-appointment. Sh J.R.Sharma, Director (Legal) is liable to retire at the forthcoming Annual General Meeting and does not seen his re-appointment.

All independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16( 1) (b)of SEBI (Listing obligation & Disclosure Requirement) Regulation 2015.

Board Evaluation

Pursuant to the provision of the companies Act.2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The Board has carried out an evaluation of its own performance. The directors individually as well as the evaluation of the working of its Audit, Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Key Managerial Personnel

The following employees were designated as Whole Time key Managerial personnel by the Board of Directors during the financial year:-

Dr Ajay Satia: CMD & CEO

Sh Ashok Kumar Khurana: CFO

Sh Rakesh Kumar Dhuria: Company Secretary

Remuneration Policy

Meetings

During the year Six Board Meeting and four Audit Committee Meetings were convened and held. The detail of which are given in the Corporate Governance Report. The Intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Director Responsibility Statement

Pursuant to requirement of Section 134 (5) of the Companies Act, 2013, your Directors confirm that :

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

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

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

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

(e) the Directors in the case of listed Company had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such system were adequate and operating effectively.

Statutory Auditors:

M/s Rakesh Bansal & Co., Chartered Accountants, Muktsar, was appointed as statutory auditors of the company to hold office till the conclusion of the 36^th

Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013 the appointment of statutory auditor shall be placed for ratification at every Annual General Meeting . Accordingly, the appointment of M/s Rakesh Bansal & Co., Chartered Accountants, Muktsar as statutory auditor is placed for ratification by the shareholders. The Company has received letters from the Auditor to the effect that their re- appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for re-appointment.

The Auditorsâ Report on the Accounts is self explanatory and requires no comments.

Secretarial Audit:

The secretarial audit report for the year under review requires no comments.

Internal Auditors

During the year under review M/s Rakesh Doomra and Associates, Muktsar carried out the internal audit and submitted their report.

Cost Audit

Pursuant to the provisions of the Companies Act, 2013 M/s HMVN & Associates, Cost Accountants, New Delhi has conducted the cost audit of the Company.

Related Party Transaction:

All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the rules there under and Listing Regulations. This Policy as considered and approved by the Board has been uploaded on the website of the Company at www.satiagroup.com

Subsidiary Companies

The Company does not have any subsidiary.

Code of Conduct

A Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as âcode of conductâ The Code has been posted on the Companyâs website.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure VIâ.

Business Risk Management:

Pursuant to section 134 (3) (n) of the Companies Act,2013, the Board of Directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company.

Particulars of Employees

Information as required under Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as Annexure-II and forms an integrated part of this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The Particulars as prescribed under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Company (Accounts) Rules 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended as an Annexure-III to the Directorâs Report.

Industrial Relations:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices.

The Report on corporate governance as stipulated under SEBI listing regulation forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the Report on corporate governance

Management Discussion and Analysis Report

Managementâs Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report.

Acknowledgement:

The Directors wish to place on record their sincere gratitude and appreciation for the assistance and cooperation received from the Government of India, Government of Punjab, the Financial Institutions, Punjab National Bank, Central Bank of India, Members, Customers and Business Constituents for their continued support and co - operation.

We also place on record our sincere appreciation for the contribution made by the employees at all levels. Our consistent growth is made possible by their devout, sincere and unstinted services.

for and on behalf of the Board of Directors

PLACE : Rupana ( Dr Ajay Satia) (R. K. BHANDARI)

DATE : 13.08.2016 CHAIRMAN-CUM- MANAGING DIRECTOR Whole Time Director

Mar 31, 2015

The Directors have the pleasure of presenting the 34th Annual Report of your Company for the Financial Year 2014-15.

Financial Result:

The financial performance of your Company for the year ended March 31, 2015 is summarized below:-

(Rs in Lacs)

Current Previous Year Year

Revenue and other income 39821.44 38691.80

Gross Profit before interest

and depreciation 6941.88 5318.49

Interest and Financial charges 1634.78 1557.85

Depreciation 5298.66 2670.53

Profit from operations (before

extra-ordinary item and tax) 8.44 1090.11

Extraordinary Items 9.91 38.01

Profit before Tax -1.47 1052.10

Current Tax 127.00 710.00

Deferred Tax -912.59 -1007.57

Net Profit/ (Loss) after tax 784.12 1349.67

Less: Appropriation

Proposed Dividend 100.00 0.00

Operational Review

During the financial year 2014-15, net revenue from operation was Rs 39821.44 lac as compared to Rs 38691.80 lac during the corresponding period of previous year 2013-14 The net profit after tax of the Company is Rs 784.12 lacs as compared to Rs 1349.67 lac for the previous year.

Dividend

Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of Rs 1.00 per share (i.e 10%) for the financial year ended 31st March, 2015. The dividend of 10% if approved at the forthcoming Annual General Meeting will result in out flow of Rs 100.00 lacs in addition to Rs 20.47 lacs by way of dividend distribution tax.

Financial Review

Share Capital

The paid up equity capital as on march 31, 2015 was Rs.100000000/-. During the year under review, the Company has not issued any shares during the year.

Finance

The Company has raised fresh Long Term Loan of Rs 6993.10 lacs for its various projects in progress during the year and focusing primarily on managing its working capital judiciously.

Reserves

The Company does not propose to carry any amount to any reserves.

Fixed Deposit

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company is given in the notes to the financial statements.

Internal Control Systems and their adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal auditor reports to the Whole Time Director and the quarterly reports are placed before the Audit Committee.

Based on the report of internal audit, the audit committee recommends corrective actions, the respective department needs to undertake in their respective areas and thereby strengthen the controls.

Corporate Social Responsibility Initiatives

As part of its initiatives under "corporate social responsibility" (CSR), the company has contributed funds for the schemes of promotion of education and medical aid.

The Annual Report on CSR activities is annexed herewith as:

Annexure:- IV

Directors:

In term of Section 149 and Section 152 of the Companies Act, 2013 an independent Directors are not required to retire by rotation and may be appointed on the Board of the Company for maximum of two term of upto five years each. Accordingly, it is proposed to appoint the existing independent non executive Directors namely Shri S.K.Arora and Shri I.D.Singh, for the terms of five years effective from 30.09.2015. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The Board has appointed Mrs Bindu Satia and Mr Chirag Satia as Additional Director at their meeting held on 12.11.2014 and 13.02.2015 respectively and they holds office up to the date of ensuing Annual General Meeting and are eligible for appointment as Directors.

The Company has received a separate notice together with the requisite amount as per the provision of Section 160 of the Companies Act, 2013 for the appointment of aforesaid Directors on the Board of the Company.

Board Evaluation

Pursuant to the provision of the companies Act. 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance. The directors individually as well as the evaluation of the working of its Audit, Remuneration Committees. the manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Key Managerial Personnel

The following employees were designated as whole time key Managerial personnel by the Board of Directors during the financial year:- Dr Ajay Satia: CMD & CEO Sh Ashok Kumar Khurana: CFO Sh Rakesh Kumar Dhuria: Company Secretary

Remuneration Policy

The Board has on the recommendation of the Remuneration Committee framed a policy for selection & appointment of Directors. Senior Management and their remuneration. The Remuneration Policy is stated in the Annexure-I.

Meetings

During the year four board meeting and four Audit Committee Meetings were convened and held. The detail of which are given in the Corporate Governance Report. The Intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Director Responsibility Statement

Pursuant to requirement of Section 134 (5) of the Companies Act, 2013, your Directors confirm that :

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

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

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

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

(e) the Directors in the case of listed Company had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such system were adequate and operating effectively.

Statutory Auditors:

M/s Rakesh Bansal & Co., Chartered Accountants, Muktsar, were appointed as statutory auditors of the company to hold office till the conclusion of the 36th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013 the appointment of statutory auditor shall be placed for ratification at every Annual General Meeting . Accordingly, the appointment of M/s Rakesh Bansal & Co., Chartered Accountants, Muktsar as statutory auditor is placed for ratification by the shareholders. The Company has received letters from the Auditor to the effect that their re- appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for re-appointment.

The Auditors' Report on the Accounts is self explanatory and requires no comments.

Secretarial Audit:

Pursuant to provision of section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s S. Parnami & Associates, a firm of company Secretaries in practice to undertake the Secretarial Audit of the company. The Secretarial Audit report is annexed herewith as '' Annexure-V

The secretarial audit report for the year under review requires no comments.

Internal Auditors

During the year under review M/s Rakesh Doomra and Associates, Muktsar carried out the internal audit and submitted their report.

Cost Audit

Pursuant to the provisions of the Companies Act, 2013 M/s R.J.Goel & Co., Cost Accountants, New Delhi has conducted the cost audit of the Company.

Related Party Transaction:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

Subsidiary Companies

The Company does not have any subsidiary.

Code of Conduct

A Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of conduct" The Code has been posted on the Company's website The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure VI".

Business Risk Management:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has Constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards Report. At present the company has not identified any element of risk which may threaten the existence of the company.

Particulars of Employees

Information as required under Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as Annexure-II and forms an integrated part of this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo The Particulars as prescribed under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Company (Accounts) Rules 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended as an Annexure-III to the Director's Report.

Industrial Relations:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance Management Discussion and Analysis Report Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

Acknowledgement:

The Directors wish to place on record their sincere gratitude and appreciation for the assistance and co- operation received from the Government of India, Government of Punjab, the Financial Institutions, Punjab National Bank, Central Bank of India, Members, Customers and Business Constituents for their continued support and co - operation.

We also place on record our sincere appreciation for the contribution made by the employees at all levels. Our consistent growth is made possible by their devout, sincere and unstinted services.

for and on behalf of the Board of Directors

PLACE: Rupana ( Dr Ajay Satia) (R. K. BHANDARI)

DATE : 13.08.2015 CHAIRMAN-CUM-

MANAGING DIRECTOR Whole Time Director

Mar 31, 2014

Dear Members,

The Directors have the pleasure of presenting the 33rd Annual Report of your Company for the Financial Year 2013-14.

1. Financial Result:

The financial performance of your Company for the year ended March 31,2014 is summarized below:-

(Rs in Lacs)

Current Year Previous Year

Revenue and other income 38691.80 28184.07

Gross Profit before interest 5318.49 4447.50 and depreciation

Interest and Financial charges 1557.85 1479.05

Depreciation 2670.53 1005.19

Profit from operations 1090.11 1963.25 (before extra-ordinary item and tax)

Extraordinary Items 38.01 68.81

Profit before Tax 1052.10 1894.44

Current Tax 710.00 0

Deferred Tax -1007.57 506.26

Net Profit/ (Loss) after tax 1349.67 1388.18

Less: Appropriation:

Transfer to Profit and Loss Account 1349.67 1388.18

2. OPERATIONS

During the financial year 2013-14, net revenue from operation was Rs 38343.37 lacs as compared to Rs 27845.18 lacs during the corresponding period of previous year 2012-13 The net profit after tax of the Company is Rs 1349.67 lacs as compared to Rs 1388.18 lacs for the previous year.

Your Director has decided to plough back the profits and do not recommend any dividend.

3. FUTURE PROSPECTS

The low per capita consumption of paper leaves a head room for growth. The policy emphasis on education through private sector and public-private partnership will drive growth, business and communication are on the increase driving demand for a range of paper varieties - office or copier paper, printing and writing paper, bills, invoices, telephone bills, tickets ,Printers are on the increase not just in commercial application but also in homes and shops. These will contribute to increasing the demand. But the concerns need to be addressed. "Input costs squeeze is a greater concern" than demand slow down which is a short term issue. Raw material availability, primarily pulp wood supply is a matter of concern. A policy on industrial plantations is needed to support industry, which is now trying to push farm forestry and social forestry schemes. "Raw material is clearly an area of concern" as costs and imports increase. "Clearly value addition has to happen domestically and will generate jobs and conserve environment.

4. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars as prescribed under section 217(1) (e) of the Companies Act, 1956 are given in Annexure-A which forms part of the Director's Report.

5. DIRECTORS:

In terms of the Articles of Association of the Company, Shri A.C.Ahuja and Shri Dinesh Sharma, Directors retire at the ensuing Annual General Meeting. The Company has received requisite notices in writing from members proposing Shri A.C.Ahuja and Shri Dinesh Sharma, Directors for appointment as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub- section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

In term of Article 113 of the Articles of Association of the Company, Sh. J. R. Sharma Director will retire by rotation at the AGM and being eligible, offered himself for re-appointment.

6. AUDITORS:

M/s Rakesh Bansal & Co., Chartered Accountants, Muktsar, the Statutory Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received letters from the Auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

7. AUDITORS REPORT

The Auditors' Report on the Accounts is self explanatory and requires no comments.

8. COST AUDITORS

Pursuant to the provisions of Section 233B the Companies Act, 1956 and subject to the approval of Central Government, the Board of Directors of your Company has re-appointed M/s R.J.Goel & Co.., Cost Accountants, New Delhi as Cost Auditor for the accounting year 2013- 14 to carry out an audit of cost account of the Company.

9. SAFETY AND ENVIRONMENT

The Company continues to maintain a good safety record. The manufacturing units of the Company are environment friendly and maintain all safety standards and measures.

10. PARTICULARS OF EMPLOYEES

Information as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended are given in Annexure - forming part of this report.

11. DIRECTORS' RESPONSBILITY STATEMENT

Pursuant to requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement the Board of Directors hereby report that:

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

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

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

* the Directors had prepared the annual accounts on a going concern basis.

12. INDUSTRIAL RELATIONS

The Industrial Relations throughout the year remained cordial as has been the case for the last many years.

13. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

15. ACKNOWLEDGMENTS:

The Directors wish to place on record their sincere gratitude and appreciation for the assistance and co-operation received from the Government of India, Government of Punjab, the Financial Institutions, Punjab National Bank, Central Bank of India, Members, Customers and Business Constituents for their continued support and co - operation.

We also place on record our sincere appreciation for the contribution made by the employees at all levels. Our consistent growth is made possible by their devout, sincere and unstinted services.

for and on behalf of the Board of Directors

PLACE : Rupana ( Dr AJAY SATIA) (R. K. BHANDARI) DATE : 05.08.2014 Chairman-Cum- Managing Director Whole Time Director

Mar 31, 2013

Dear Members,

The Directors have the pleasure of presenting the 32nd Annual Report of your Company for the Financial Year 2012-13.

1. Financial Result:

The financial performance of your Company for the year ended March 31,2013 is summarized below:-

(Rs in Lacs)

Current Year Previous Year

Revenue and other income 28184.07 24258.54

Gross Profit before interest and 4447.50 2850.08 depreciation

Interest and Financial charges 1479.05 1428.49

Depreciation 1005.19 910.21

Profit from operations (before 1963.25 511.38 extra-ordinary item and tax)

Extraordinary Items 68.81 13.68

Profit before Tax 1894.44 497.70

Provision for taxation -Current Tax 0 100.29

Deferred Tax 506.26 -1.63

Net Profit/ (Loss) aftertax 1388.18 399.04

2. OPERATIONS

During the financial year 2012-13, net revenue from operation was Rs 27845.17 lacs as compared to Rs 23925.39 lacs during the corresponding period of previous year 2011-12 . The net profit aftertax of the Company is Rs 1388.18 lacs as compared to Rs 399.04 lacs for the previous year.

Your Director has decided to plough back the profits and do not recommend any dividend.

3. FUTURE PROSPECTS

The prevailing mood in the paper industry is sober and the continued growth is good news for the sector, Even better, the long-term prospects are bright as education, industry and changing lifestyle will lead to more paper consumption across diverse varieties including writing and printing and packaging paper.

The paper industry has significantly increased capacity particularly in the printing and writing paper segment where close to a million tonnes of annual capacity was added in the last three years. The industry has invested over Rs 10,000 crore in recent years contributing to significant growth in capacities. There has been demand growth that has supported the addition to capacity but it has been lesser than anticipated. Paper consumption is directly linked to GDP growth and this is around 5-6 per cent against projection of 9-10 per cent on which the expansions were based.

4. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars as prescribed under section 217(1) (e) of the Companies Act, 1956 are given in Annexure-A which forms part of the Director's Report.

5. DIRECTORS:

In terms of Article 113 of the Articles Association of the Company, Sh A. Krishna will retire by rotation at the AGM and being eligible, offered himself for reappointment. Sh S.K.Arora will retire by rotation at the AGM and being eligible, offered himself for reappointment.

Sh I.D.Singh was appointed as an additional Director by the Board and shall hold office upto the ensuing Annual General Meeting . Brief resume of the Directors proposed to be appointed/ reappointed , nature of their expertise in specific functional areas and name of Companies in which they hold Directorship and membership/chairmanship of Board Committees as stipulated under clause 49 of the Listing Agreements with Stock Exchanges are provided in the Annexure to the Notice for Annual General Meeting.

Your Company has appointed Sh J.R.Sharma as Director (Legal) for a period of five years w.e.f 01.11.2008. Since the terms of appointment of Sh J.R.Sharma , Director legal come to an end on 01.11.2013 , the Board of Directors of the Company recommends his re-appointment along with remuneration for a further period of three years w.e.f 01.11.2013

6. AUDITORS:

M/s Rakesh Bansal & Co., Chartered Accountants, Muktsar, the Statutory Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

7. AUDITORS REPORT

The Auditors' Report on the Accounts is self explanatory and requires no comments.

8. Cost Audit

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and subject to the approval of Central Government, the Board of Directors of your Company has re- appointed M/s R.J.Goel & Co. Cost Accountants, New Delhi as Cost Auditor for the accounting year 2013-14 to carry out an audit of cost account of the Company.

9. SAFETY AND ENVIRONMENT

The Company continues to maintain a good safety record. The manufacturing units of the Company are environment friendly and maintain all safety standards and measures.

10. PARTICULARS OF EMPLOYEES

Information as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended,

"Not Applicable, No employee of the Company is drawing the salary as specified under Companies (Particulars of Employees) Rules, 1975. "

11. DIRECTORS' RESPONSBILITY STATEMENT

Pursuant to requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement the Board of Directors hereby report that:

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

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

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

* the Directors had prepared the annual accounts on a going concern basis.

12. INDUSTRIAL RELATIONS

The Industrial Relations throughout the year remained cordial as has been the case for the last many years.

13. CORPORATE GOVERNANCE

Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges in India forms part of the Annual Report. Certificate from the Auditors of the Company, M/s. Rakesh Bansal & Co., and confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report,

15. ACKNOWLEDGMENTS:

The Directors wish to place on record their sincere gratitude and appreciation for the assistance and co-operation received from the Government of India, Government of Punjab, the Financial Institutions, Punjab National Bank, Central Bank of India, Members, Customers and Business Constituents for their continued support and co - operation.

We also place on record our sincere appreciation for the contribution made by the employees at all levels. Our consistent growth is made possible by their devout, sincere and unstinted services.

for and on behalf of the Board of Directors

PLACE : Rupana (Dr AJAY SATIA) (R. K. BHANDARI) DATE : 13.08.2013 Chairman-Cum- Managing Whole Time Director Director

Mar 31, 2012

Dear Members,

The Directors have the pleasure of presenting the 31st Annual Report of your Company for the Financial Year 2011-12.

1. Financial Result:

The financial performance of your Company for the year ended March 31,2012 is summarized below:-

(Rs in Lacs)

Current Year Previous Year

Revenue and other income 24258.54 32520.73

Gross Profit before interest 2850.08 2884.48 and depreciation

Interest and Financial charges 1428.49 1255.77

Depreciation 910.21 880.90

Profit from operations (before extra-ordinary

item and tax) 511.38 747.81

Extraordinary Items 13.68 0

Profit before Tax 497.70 747.81

Provision for taxation 100.29 90.23 -Current Tax

Deferred Tax -1.63 134.41

Net Profit/ (Loss) after tax 399.04 523.17

2. OPERATIONS

During the financial year 2011-12, net revenue from operation was Rs 23925.39 lacs as compared to Rs 32040.06 lacs during the corresponding period of the previous year 2010-11 which include revenue of Rs 9421.93 lacs from the yarn trading business and during the current year, the Company had to discontinue the yarn trading business due to heavy fluctuation in cotton prices, consequently, the net profit aftertax of the Company decreased to Rs 399.04 lacs from Rs 523.17 lacs recorded for the previous year.

Your Directors have decided to plough back the profits and do not recommend any dividend.

3. FUTURE PROSPECTS

The Indian Paper Industry is a booming industry and is expected to grow and reach to 20 million tone over the next eight years. It is known that demand for paper grow and match with GDP growth. The rapid change in the life style of both rural and urban Indian, specially in the strong middle class segment, having high disposal amount will fuel higher growth.

4. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars as prescribed under section 217(1) (e) of the Companies Act, 1956 are given in Annexure-A which forms part of the Director's Report.

5. DIRECTORS:

In terms of Article 113 of the Articles of Association of the Company, Sh. D.R.Behlwill retire by rotation at the AGM and has not offered himself for reappointment. Sh. A.C. Ahuja will retire by rotation at the AGM and being eligible, offered himself for reappointment.

Sh S.L.Malhotra and Sh Ram Sarup Directors have vacated the office of Directors w.e.f- 15.11.2011 and 13.02.2012 respectively.

6. AUDITORS:

M/s Rakesh Bansal & Co., Chartered Accountants, Muktsar, the Statutory Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

7. AUDITORS REPORT

The Auditors' Report on the Accounts is self explanatory and requires no comments.

8. Cost Audit

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and subject to the approval of Central Government, the Board of Directors of your Company has re-appointed M/s R.J. Goel & Co., Cost Accountants, New Delhi as Cost Auditor for the accounting year 2012-13 to carry out an audit of cost account of the Company.

9. SAFETY AND ENVIRONMENT

The Company continues to maintain a good safety record. The manufacturing units of the Company are environment friendly and maintain all safety standards and measures.

10. PARTICULARS OF EMPLOYEES

Information as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in Annexure forming part of this report.

11. DIRECTORS' RESPONSBILITY STATEMENT

Pursuant to requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement the Board of Directors hereby report that:

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

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

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

* the Directors had prepared the annual accounts on a going concern basis.

12. INDUSTRIAL RELATIONS

The Industrial Relations throughout the year remained cordial as has been the case for the last many years.

13. CORPORATE GOVERNANCE

Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges in India forms part of the Annual Report. Certificate from the Auditors of the Company, M/s. Rakesh Bansal & Co., and confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

15. ACKNOWLEDGMENTS:

The Directors wish to place on record their sincere gratitude and appreciation for the assistance and co-operation received from the Government of India, Government of Punjab, the Financial Institutions, Punjab National Bank, Members, Customers and Business Constituents for their continued support and co - operation.

We also place on record our sincere appreciation for the contribution made by the employees at all levels. Our consistent growth is made possible by their devout, sincere and unstinted services.

for and on behalf of the Board of Directors

PLACE : Rupana (Dr AJAY SATIA) (R. K. BHANDARI) DATE : 13.08.2012 Chairman-Cum- Managing Director Whole Time Director

Mar 31, 2011

Dear Members,

The Directors have the pleasure of presenting the 30th Annual Report of your Company for the Financial Year 2010-11.

1 Financial Result:

The financial performance of your Company for the year ended March 31,2011 is summarized below:-

(Rs in Lacs)

Current Year Previous Year

Sales and other income 32999.33 26764.89

Gross Profit before interest and 2905.47 2883.41 depreciation

Interest and Financial charges 1255.77 983.88

Depreciation 880.98 782.86

Profit from operations (before tax) 768.80 1116.67

Previous year adjustments 20.89 5.69

Tax for earlier year paid/adjusted 0.10 (28.80)

Provision for taxation -Current Mat 149.06 188.81

Mat Credit Entitlement 58.83 188.81

Deferred Tax 134.41 402.03

Net Profit/(Loss) aftertax 523.17 737.75

Balance as per last balance sheet 3670.86 3133.11

Capitalization for issue of Bonus Shares 0 200.00

Profit carried over to balance sheet 4194.03 3670.86

2. OPERATIONS

The Sales of the Company for the year under review is Rs 32999.33 lacs as compared to Rs 26764. 89 lacs in the previous financial year registering growth of 23.29%. The net profit of the Company for the current year is Rs 523.17 lacs as compared to Rs 737.75 lacs during the previous year. The current year production of paper is 61024.693 MT as compared to 54583.378 MT of previous year. Your Director has decided to plough back the profits and do not recommend any dividend.

3. FUTURE PROSPECTS

India's per capita, consumption of paper is just about 5 kg. whereas it is 337 kg in North America, 110 kg. in Europe and 30 kg. in China. Compare to this scenario India' par capita consumption is one of the lowest in the World. India is among the world's fastest growing paper markets an increase in consumption by one kg per capita can potentially increase annual paper demand by a million tons. India's paper production is forecasted to grow at a CAGR of 8.4% while consumption is pegged at a CAGR of 9% till 2012-13.

5. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Particulars as prescribed under section 217(1) (e) of the Companies Act, 1956 are given in Annexure-A which forms part of the Director's Report.

6. DIRECTORS:

In terms of Article 113 of the Articles of Association of the Company, Sh.P.V.Gupta retire by rotation at the AGM and have not offered himself for reappointment and Sh A. Krishna will retir by rotation at the AGM and being eligible, offer himself for re-appointment.

The Board has recommended the appointment of Sh Dinesh Chand Sharma as Director of the Company in place of Sh P.V.Gupta Brief resume of the Director Proposed to be appointed/ re-appointed, nature of thier experience in Specific Functional Areas as stipulated under clause 49 of listing agreement with the Stock Exchanges are provided to the Notice for Annual General Meeting.

Sh. S. K. Arora was appointed as an additional Director by the Board and holds office upto the ensuring Annual General Meeting. Brief resume of the Director Proposed to be appointed as stipulated under clause 49 of listing agreement with the Stock Exchanges is provided to the Notice for Annual General Meeting.

7. AUDITORS:

M/s Rakesh Bansal & Co., Chartered Accountants, Muktsar, the Statutory Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

8. AUDITORS REPORT

The Auditors' Report on the Accounts is self explanatory and requires no comments.

9. COST AUDIT

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and subject to the approval of Central Government, the Board of Directors of your Company has re-appointed M/s R.J. Goel & Co., Cost Accountants, New Delhi as Cost Auditor for the accounting year 2011-12 to carry out an audit of cost account of the Company.

10 SAFETY AND ENVIRONMENT

The Company continues to maintain a good safety record. The manufacturing units of the Company are environment friendly and maintain all safety standards and measures.

11 PARTICULARS OF EMPLOYEES

Information as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in Annexure forming part of this report.

12 DIRECTORS' RESPONSBILITY STATEMENT

Pursuant to requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement the Board of Directors hereby report that:

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

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

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

* the Directors had prepared the annual accounts on a going concern basis.

13 INDUSTRIAL RELATIONS

The Industrial Relations throughout the year remained cordial as has been the case for the last many years.

14 CORPORATE GOVERNANCE

Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges in India forms part of the Annual Report. Certificate from the Auditors of the Company, M/s. Rakesh Bansal & Co., and confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

15 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

16 ACKNOWLEDGMENTS:

The Directors wish to place on record their sincere gratitude and appreciation for the assistance and co-operation received from the Government of India, Government of Punjab, the Financial Institutions, Punjab National Bank, Members, Customers and Business Constituents for their continued support and co - operation.

We also place on record our sincere appreciation for the contribution made by the employees at all levels. Our consistent growth is made possible by their devout, sincere and unstinted services.

for and on behalf of the Board of Directors

PLACE : Ruppana, (Muktsar)

DATE : 11.08.2011

(Dr Ajay Satia) (R. K, Bhandari) CHAIRMAN-CUM- MANAGING DIRECTOR Whole Time Director

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