We are delighted to present report of directors on our business and
operations for the year ended 31st March, 2025.
FINANCIAL RESULTS :
The Company's financial performance for the year ended 31st
March 2025 is summarized below:
(H in Lakh)
S. No Particulars |
2024-25 |
2023-24 |
I Revenue from
Operations (Net of Taxes) |
65923.04 |
65759.80 |
II Other Income |
448.28 |
262.64 |
III Total Revenue
(I+II) |
66371.32 |
66022.44 |
IV Expenses |
|
|
Cost of materials consumed |
41186.66 |
44624.28 |
Changes in inventories of
finished goods, work-in-progress and stock-in- trade |
343.16 |
(20.78) |
Employee benefits expense |
5715.19 |
5333.00 |
Finance Cost |
411.89 |
353.66 |
Depreciation and amortization
expense |
1704.91 |
1479.90 |
Other expenses: |
|
|
i) Manufacturing Expenses* |
6367.75 |
6092.78 |
ii) Selling, Distribution and
Establishment expenses* |
1599.20 |
1553.34 |
Total expenses |
57328.76 |
59416.17 |
V Profit before
exceptional and extraordinary items and tax (MHV) |
9042.56 |
6606.27 |
VI Exceptional items |
-- |
-- |
VII Profits before
extraordinary items and tax (V-VI) |
9042.56 |
6606.27 |
VIII Extraordinary
items (Net of Tax Expense) |
-- |
-- |
IX Profits Before Tax |
9042.56 |
6606.27 |
X Tax Expenses |
|
|
1) Current Tax |
2183.49 |
1416.05 |
2) Deferred Tax |
126.39 |
270.73 |
XI Net Profit for
the period |
6732.68 |
4919.49 |
Xll Other Comprehensive
income/(loss) |
|
|
Items that will not be
reclassified to profit or (loss) |
|
|
Re-measurement of net defined
benefits plans |
(58.34) |
(62.85) |
Income tax related to these items |
(14.68) |
(15.82) |
Total comprehensive income |
6689.02 |
4872.46 |
Paid-up equity share capital |
2984.50 |
2984.50 |
Reserve excluding Revaluation
Reserves as per balance sheet of previous accounting year |
43640.13 |
38443.35 |
Earnings per equity share of
H10/- each |
|
|
Basic |
22.56 |
16.48 |
Diluted |
22.56 |
16.48 |
Previous year figure regrouped wherever necessary.
CORPORATE OVERVIEW
The Company is engaged in the business of manufacturing of Writing
& Printing Paper and Kraft Paper. The Writing and Printing Paper is being manufactured
by using agricultural residues, such as wheat straw, Bagasse, Sarkanda, Softwood Pulp and
other fillers and the Kraft Paper is being manufactured by using wastepaper and
agriculture residues, such as Bagasse, Wheat Straw, Sarkanda etc. The company has made
proactive investments in chemical recovery, effluent treatment and power co-generation
plants on the one hand and the consumption of renewable agro-based raw material on the
other. Our Tagline "committed to the earth” reflects our commitment.
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE AND OPERATIONS
The financial year 2024-25 was a strong year for the Company, marked by
volume growth and enhanced operational efficiency. Notably, the Net Sales Realization
(NSR) for Kraft Paper improved, while the Writing and Printing Paper (WPP) segment
experienced a downward trend in NSR compared to the previous year. We are actively
analyzing these trends and implementing strategies to optimize and strengthen bottom-line
of the Company.
In response to dynamic market conditions impacting NSR, we are adopting
a proactive and innovation- led approach to enhance product value, improve customer
satisfaction, and drive sustainable long-term growth. We remain committed to delivering
value to our shareholders, customers, and stakeholders and identifying and capitalizing on
opportunities to further improve profitability.
1. Net Profit: The Company achieved a significant increase of 36.87% in
net profit, which stood at H6,733 Lakh in FY 2024-25 as against H4,919 Lakh in FY 2023-24.
2. Revenue Sharing: During FY 2024-25, the revenue sharing between
Writing and Printing Paper & Kraft Paper was at 56 % and 44%, respectively.
3. EBITDA Margins: The Company's EBITDA witnessed a robust growth of
30.98%, reaching H10,711 Lakh in FY 2024-25 compared to H8,177 Lakh in FY 2023-24.
4. Revenue Growth and Sales Volume: Despite a marginal increase in
total revenue, the Company
sustained volume growth. Total revenue stood at H65,923 Lakh in FY
2024-25 compared to H65,760 Lakh in FY 2023-24. The quantity sold increased to 1,51,785 MT
from 1,48,373 MT in the previous year.
5. Production Volume Growth: Production volumes grew by 1.59%, reaching
1,51,577 MT in FY 2024-25, up from 1,49,198 MT in FY 2023-24. This reflects our continued
focus on operational efficiency and ability to meet growing market demand
6. Net Average Sales Realization (NSR): The NSR of Kraft Paper has been
increased to Rs 31645 PMT in FY 2024-25 as compared to H28315 PMT in FY 2023-24 and NSR of
Writing and Printing Paper declined to H60935 PMT in FY 2024-25 as compared to H71414 PMT
in FY 2023-24.
INDIAN ACCOUNTING STANDARDS (IND AS)
The financial results for the year ended 31st March 2025
have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies
Act, 2013.
DIVIDEND
Based on the Company's performance, The Board of Directors are pleased
to recommend a dividend of H5/- (50% on Face value) per equity share for the financial
year ended 31st March 2025 (Previous year- H5/- per equity share). The dividend
payout is subject to approval of members at the ensuing Annual General Meeting.
The dividend will be paid to members whose names appear in the Register
of Members as on close of business hours on 22.09.2025 in respect of shares held in
dematerialized form, it will be paid to members whose names are furnished by National
Securities Depository Limited and Central Depository Services (India) limited, as
beneficial owners as on that date. The payment of such dividend will be made on or after
10.10.2025
TRANSFER TO RESERVES :
The Company does not propose to transfer any amount to the General
Reserve out of the amount available for appropriations.
EXPANSION :
During the year under review, no major expansion undertaken by the
company.
CREDIT RATING :
During the year under review, the facility wise credit rating is as
under:
Facilities Rating
Long Term Bank CARE A- Outlook Stable
Facilities (Reaffirmed; Outlook
revised from Positive) Short Term Bank CARE A2 (Reaffirmed)
Facilities
CHANGES IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company during the
financial year ended 31st March 2025. Further there have been no material
changes and commitments affecting financial position of the Company from the end of
financial year till the date of this report.
SHARE CAPITAL AND LISTING OF SHARES:
During the year under review, the company has not increased its
authorized capital as well as paid up capital.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors consists of Fourteen (14) Directors, out of
which Seven (7) are Executive Director including One (1) Woman Director and Seven (7) are
Independent Directors including One (1) Woman Director.
Smt. Ruchica Garg Kumar and Sh. Deepan Garg, Whole Time Directors
retiring by rotation and being eligible, offered himself for re-appointment at the ensuing
Annual General Meeting.
During the period under review, the second tenure of Independent
Directors Sh. Dalbir Singh, Sh. Avtar Singh, Smt. Suhasini Yadav, and Sh. Surinder Kumar
Gupta concluded on 24th September 2024. Subsequently, with effect from 25th
September 2024, the following individuals were appointed as Independent Directors in their
place: Sh. Kamal Sharma, Sh. Mohanjit Singh Pooni, Smt. Shalini Yadav, and Sh. Tilak Raj
Vanaik, approval of the shareholders was obtained on 24.09.2024 to hold office for a term
of five years commencing from 25th September 2024 till 24th
September 2029.
Independent Directors have given declarations that they meet the
criteria of independence as prescribed under the provisions of the Companies Act, 2013
read with schedules and rules issued as well as Regulation 16(1)
(b) of Listing Regulations.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF DIRECTORS:
In terms of applicable provisions of the Companies Act, 2013 read with
rules framed there under and provisions of Listing Regulations and on the recommendation
of Nomination and Remuneration Committee, the Board of Directors has put in place a
process to formally evaluate the effectiveness of the Board, its Committees along with
performance evaluation of each Director carried out on an annual basis. Accordingly, the
annual performance of the Board, its committees and each director was carried out for the
Financial Year 2024-25. The Independent Directors in their separate meeting held on 24th
March 2025 have reviewed the performance of non-independent directors, Chairman and Board
as a whole along with review of quality, quantity and timeliness of flow of information
between Board and management and expressed their satisfaction over the same. Further the
Board, at its meeting held on 24th May 2025 also reviewed the performance of
the Board, its committees and all Individual Directors of the Company and expressed its
satisfaction over the performance of the Board, its Committees and individual Directors.
Furthermore, Board is of the opinion that Independent directors of the company are persons
of high repute, integrity & possess the relevant expertise & experience in their
respective fields.
Criteria for evaluation of individual Directors include aspects such as
professional qualifications, prior experience, especially experience relevant to the
Company, knowledge and competency, fulfillment of functions, ability to function as a
team, initiative, availability and attendance, commitment, contribution, integrity,
independence and guidance/ support to management outside Board/ Committee Meetings. In
addition, the Chairman is also evaluated on key aspects of his role, including
effectiveness of leadership and ability to steer meetings, impartiality, ability to keep
shareholders' interests in mind and effectiveness as Chairman.
Criteria for evaluation of the Committees of the Board include mandate
and composition; effectiveness of the Committee; structure of the Committee; regularity
and frequency of meetings, agenda, discussion and dissent, recording of minutes and
dissemination of information; independence of the Committee from the Board; contribution
to decisions of the Board; effectiveness of
meetings and quality of relationship of the Committee with the Board
and management.
In terms of the Section 203 of the Companies Act, 2013, the following
are the Key Managerial Personnel of the Company as on 31st March 2025:
1. Mr. Subhash Chander Garg - Chairman & Whole Time Director
2. Mr. Jatinder Singh - Co Chairman & Whole Time Director
3. Mr. Umesh Chander Garg - Managing Director
4. Mrs. Ruchica Garg Kumar - Whole Time Director
5. Mr. Deepan Garg -Whole Time Director
6. Mr. Daljeet Singh Mandhan - Whole Time Director
7. Mr. Vipin Gupta - CFO & Executive Director
8. Mr. Iqbal Singh - Company Secretary &
Compliance Officer
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Board members are provided with necessary documents/brochures,
reports and internal policies to enable them to familiarize with the Company's procedures
and practices. The details of such familiarization programs for Independent Directors are
posted on the website of the Company and can be accessed at
https:// www.ruchirapapers.com/pdf/investors/Fam
Prog for Independent
Directors 2024-25.pdf
PUBLIC DEPOSITS :
The Company has not accepted any public deposits within the meaning of
Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) for the
time being in force) and as such, no amount on account of principal or interest on public
deposits was outstanding as on the date of Balance Sheet.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint Ventures or Associate
Company as on 31st March 2025.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
Management Discussion and Analysis forms an integral part of this
report and gives details of the overall industry
structure, economic developments, performance and state of affairs of
your company, risk management systems and other material developments during the Financial
Year 2024-25.
CORPORATE GOVERNANCE :
Your Company continues to be committed to good Corporate Governance
aligned with good practices. A separate report on Corporate Governance along with
Practicing Company Secretary Certificate on compliance with the Corporate Governance as
stipulated in Regulation 34 of the Listing Regulations forms an integral part of this
Annual Report.
HUMAN RESOURCE MANAGEMENT :
Our Employees are the most valuable assets of the Company. We encourage
innovation, meritocracy and the pursuit of excellence. We have set up a scalable
recruitment and human resources management process, which enables us to attract and retain
employees. Cordial employee relations were maintained throughout the year in the Company.
The directors express their appreciation for the contribution made by employees to the
operations of the Company during the year.
CORPORATE SOCIAL RESPONSIBILITY :
Your Company has constituted an independent Corporate Social
Responsibility Committee pursuant to section 135 of the Companies Act, 2013.
Company's Philosophy:
The Company's CSR philosophy is based on the belief that a successful
business can develop only by creating a prosperous society around. Reaching out to
deprived communities is part of the Company's vision and its CSR initiatives aim at
supplementing government endeavors' to help the citizens in the vicinity to achieve better
living standards and good quality of life. The Company has been engaging with civil
society, public at large through dissemination of its CSR initiatives.
The Company would also undertake other need based initiatives in
compliance with Schedule VII of the Act.
Corporate Social Responsibility Policy:
The Company has adopted a Corporate Social Responsibility Policy as
required under section 135 of the Companies Act, 2013 for the activities covered under
Schedule VII of the Act. The CSR Policy may be accessed on the Company's website at https://www. ruchirapapers.com/pdf/investors/csr-policy.pdf
The Annual Report on CSR activities is annexed herewith marked as Annexure
I.
RISK MANAGEMENT :
Your directors continuously evaluate the risks faced by the Company
which could affect its business operations or threaten its existence. The Company takes
appropriate risk containment measures and manages the same on an ongoing basis.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Directors have laid down internal financial controls to be followed
by the Company for ensuring the orderly and efficient conduct of its business, including
adherence to Company's policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and the completeness of the accounting
records and the timely preparation of reliable financial information. During the year,
such controls were tested and no reportable material weakness in the design or operation
was observed.
EMPLOYEE STOCK OPTION SCHEME :
At present, the Company does not have any Employee Stock Option Scheme.
INSURANCE :
The assets of the Company are adequately insured against loss from
fire, riot, earthquake, flood etc. and other risks which are considered necessary by the
Management.
AUDITORS AND AUDITOR'S REPORT :
Pursuant to provisions of Section 139 of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014, at the 43rd Annual General
Meeting held on 29th September 2023, M/s Moudgil and Company, Chartered
Accountant (Firm Registration No. 001010N) were appointed as Statutory Auditors of the
Company to hold office until the conclusion of 48th Annual General Meeting at
such remuneration and out of pocket expenses, as shall be fixed by the Board of Directors
of the Company. The Ministry of Corporate Affairs vide notification dated 7th
May 2018 obliterated the requirement of seeking Member's ratification at every AGM on
appointment of Statutory Auditors.
AUDITOR'S REPORT :
M/s Moudgil and Company, Chartered Accountants, Statutory Auditors of
the Company have submitted
Auditor's Report on the financial statement of the Company for the
Financial Year ended 31st March 2025. The Report given by the Auditors on the
financial statement of the Company is part of the Annual Report. The Auditor's Report for
the financial year ended 31st March 2025 does not contain any qualification,
reservation or adverse remark(s).
COST-AUDITORS :
Maintenance of Cost Records as specified by Central Government under
sub section (1) of section 148 of Companies Act, 2013 is applicable to the company and
accordingly such accounts and records are made and maintained by the Company.
The Board of Directors of your Company, on the recommendations made by
the Audit Committee at its meeting held on 24th May 2025 has approved the
reappointment of M/s Sanjay Kumar Garg & Associates, Cost Accountants as Cost Auditors
of the Company for the financial year 2025-26. The remuneration proposed to be paid to the
Cost Auditor, subject to your ratification at the ensuing Annual General Meeting is
H80,000/- (Eighty Thousand Only) excluding taxes and out of pocket expenses, if any. The
appointment of the Cost Auditor has been intimated to the Central Government.
The Cost Audit report for the Financial Year 2023-24 has been filed by
the Cost Auditors with the Ministry of Corporate Affairs, Government of India. Whereas
Cost Audit Report for the Financial Year 2024-25 will be submitted to the Ministry of
Corporate Affairs within prescribed time.
SECRETARIAL AUDITOR :
M/s. Priyanka Chawla and associates, Practicing Company Secretary had
been appointed as Secretarial Auditors by the Board of Directors to conduct Secretarial
Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year
ended 31st March 2025 is annexed herewith marked as Annexure II to this
report. The Secretarial Audit Report does not contain any qualification, reservation or
adverse remark(s).
As per amended SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, in addition to the above-mentioned Secretarial Audit Report, listed
company is also required to obtain an Annual Secretarial Compliance Report from a
Practicing Company Secretary w.r.t the compliances of all applicable SEBI Regulations,
amendments, circulars or guidelines etc. by the Company. Accordingly, the same has been
obtained and filed with the concerned Stock Exchanges.
INVESTOR EDUCATION AND PROTECTION FUND:
During the year under review, the Company has transferred an unpaid
final dividend of H1,07,197/- related to FY 2016-17 to the Investor Education and
Protection Fund on 14th November 2024. Furthermore, in terms of Section 124(6)
of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to
time) shares on which dividend remains unpaid or unclaimed for a period of seven
consecutive years or more shall be credited to the Demat Account of Investor Education and
Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming
due to be so transferred. Upon transfer of such shares, all benefits, if any, accruing on
such shares shall also be credited to such Demat Account and the voting rights on such
shares shall remain frozen till the rightful owner claims the shares. Accordingly, the
company has transferred 665 equity shares to the Demat Account of IEPFA as the dividend on
these shares was unpaid for the continuous period of 7 Years. Shareholders can reclaim
these shares by following the prescribed procedure under the aforementioned rules.
Therefore, it is in the interest of the shareholders to regularly claim
the dividends declared by the Company.
DISCLOSURES :
The company has established six committees, namely the CSR Committee,
Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee, Allotment Committee, and Project Committee. For further insights into their
compositions, responsibilities, and the meetings held during the reporting year, kindly
refer to the corporate governance report of the company.
The Company's Policy relating to appointment ofDirectors, payment of
Managerial Remuneration, Directors' qualifications, positive attributes, independence of
Directors and other related matters as provided under Section 178(3) of the Companies Act,
2013 is placed on the company website.
Whistle Blower Policy/Vigil Mechanism
The Company has a Vigil Mechanism/Whistle Blower Policy under which the
employees are free to report violations of applicable laws, regulations and the code to
the Chairman of the Audit Committee. During the year under review, no employee(s) was
denied access to the Audit Committee. Further there were no instances of fraud reported to
the Audit Committee/Board. The
Policy on vigil mechanism/whistle blower policy may be accessed on
Company's website at the link https://www.
ruchirapapers.com/pdf/investors/whistle-blower-
policv.pdf
The reportable matters may be disclosed to the Vigilance and Ethics Officer, who
operates under the supervision of the Audit Committee.
Meetings of the Board
Four (4) meetings of the Board of Directors were held during the year.
For further details regarding dates of Board Meetings, Committee Meetings and attendance
of Directors, please refer Corporate Governance report forming part of this Annual Report.
Further a separate meeting of the Independent Directors of the Company was also held on 24th
March 2025, where at the prescribed items enumerated under Schedule IV to the Companies
Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, were discussed. The maximum gap between any two consecutive Board
meetings was as per applicable provisions.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Energy conservation continues to be an area of major emphasis in your
company. A statement giving details of Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo, as stipulated under Section 134 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as Annexure
III to this Report.
Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on 31st March 2025 is available on Company's website at https://www. ruchirapapers.com/financial.html
Secretarial Standards of ICSI
The Company is in compliance with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
No Default
The company has not defaulted in payment of interest and/or repayment
of loans to any of the financial institutions and/or banks during the year under review.
RELATED PARTY TRANSACTIONS :
All Related Party Transactions that were entered into during the year
were on an arm's length basis and were
in compliance with applicable provisions of the Act and the Listing
Regulations. Further the Audit Committee at their meeting held on 12.02.2024 and
27.05.2024, accorded its approval for related party transactions during FY 2024-25. For
detailed information refer Form No. AOC-2 in Annexure IV of Directors' Report
A statement of all Related Party Transactions is placed before the
Audit Committee for its review on quarterly basis, specifying the nature, value and terms
and conditions of the transactions. The particulars of every contract and arrangement
entered into by the Company with related parties referred to in sub-section (1) of Section
188 of the Companies Act, 2013 are disclosed in Form No. AOC-2 in Annexure IV of
Directors' Report and were at arm's length price.
The details of the related party transactions as per IND AS 24 are set
out in Note- 28 to the Financial Statement forming part of this report. The Policy on
materiality of related party transactions and dealing with related party transactions as
approved by the Board may be accessed on the Company's website at the Link: https://
www.ruchirapapers.com/pdf/investors/related-partv-
transactions-policv.pdf
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULAR OF EMPLOYEES:
The remuneration paid to the Directors is in accordance with the
Nomination and Remuneration Policy formulated in accordance with Section 178 of the
Companies Act, 2013 and Regulation 19 of the Listing Regulations (Including any statutory
modification(s) or re-enactment(s) for the time being in force).
The information required pursuant to Section 197(12) read with rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, in
respect of the Directors/employees of the Company is set out in Annexure-V to this
report.
GENERAL :
Your directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
a) Details relating to particulars of Loans given, Investment made,
Guarantee given and Securities provided u/s 186.
b) Material changes and commitments after the closure of the financial
year till the date of this Report, which affects the financial position of the Company.
c) Issue of equity shares with differential rights as to dividend,
voting or otherwise.
d) Significant or material orders passed by the Regulators or Courts of
Tribunals which impact the going concern status and Company's operations in future.
e) No fraud has been reported by the Auditors to the Audit Committee or
the Board.
Your directors further state that during the year under review, there
was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT :
That pursuant to statement of the Directors' Responsibility on Annual
Accounts of the Company referred to in clause
(c) of sub-section (3) of Section 134 read with Section 134(5) of the
Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability,
confirm:
a) that in preparation of annual accounts, the applicable accounting
standards and Schedule III of the Companies Act, 2013 had been followed along with proper
explanation relating to material departures (if any);
b) that 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 profits and loss of the Company for that period;
c) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding assets of the Company and for preventing and detecting fraud and other
irregularities;
d) that the directors had prepared Annual Accounts on going concern
basis;
e) that the directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
f) that the directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.
APPRECIATION :
Your Directors wish to express their grateful appreciation for the
cooperation and continued support received from Bankers, Financial Institutions,
Government agencies, Shareholders, Vendors, Customers and Society at large. Your directors
also take on record, their appreciation for contribution and hard work of Executives,
Employees and Workers.
Annexure-I to Directors' Report
Annual Report on Corporate Social Responsibility (CSR)
activities for the Financial Year 2024-25
1. Brief outline of Company's CSR Policy :
As a responsible business, Ruchira Papers takes pride in being socially
inclined and focuses on sustained and effective Corporate Social Responsibility Projects.
We define Corporate Social Responsibility as the way a Company balances it's economic,
social and environmental objectives while addressing stakeholder expectations and
enhancing shareholders value. Our employees are also encouraged to volunteer their time
and skills and enjoy the experience of giving back to the communities in which they work.
The Company has identified the projects in a participatory manner, in
consultation with the interested communities and in consonance with Schedule VII of the
Companies Act, 2013. Arising from this, the focus areas that have emerged are the Rural
and Infrastructure Development, providing quality education, preventive health care,
sustainable livelihood and environment sustainability. All of our projects of CSR to be
carried by the Ruchira Papers Limited or through the Trust/Society in accordance with the
Act and Rules.
2. Composition of CSR Committee :
Sl. No. Name of
Director |
Designation/ Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1 Kamal Sharma* |
Chairman/
Independent Director |
4 |
2 |
2 Subhash Chander Garg |
Member/Whole Time Director |
4 |
3 |
3 Jatinder Singh |
Member/
Managing Director |
4 |
4 |
4 Umesh Chander Garg |
Member/Whole Time Director |
4 |
4 |
5 Vipin Gupta |
Member/ Executive Director |
4 |
4 |
6 Ruchica Garg Kumar* |
Member/ Executive Director |
4 |
2 |
* Please note that during the year, Sh. Surinder Kumar Gupta retired on
24.09.2024 due to completion of his second tenure. He was attended the meetings held on
27.05.2024 and 09.08.2024. Pursuant to their retirement, the CSR Committee reconstituted
w.e.f. 25.09.2024 and Sh. Kamal Sharma replaced Sh. Surinder Kumar Gupta as Chairman of
the CSR committee and one more member Smt. Ruchica Garg Kumar has been inducted to the
committee.
3. Web Link:
CSR Policy and Composition of CSR Committee:- https://www.ruchirapapers.com/pdf/investors/csr-policv.pdf
CSR Activities/Projects: https://www.ruchirapapers.com/csr-activities.html
4. Details of Impact Assessment of CSR Projects carried out in
pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility
Policy) Rules, 2014, if applicable (attach the report): Not Applicable
5. a. Average net profit of the company as per section 135(5): H6699.72
Lakhs
b. Two percent of average net profit of the company as per section
135(5): H133.99 Lakhs
c. Surplus arising out of the CSR projects or programmes or activities
of the previous financial years: Nil
d. Amount required to be set off for the financial year: H7.79 Lakhs
e. Total CSR obligation for the financial year (b+c-d): H126.20
Lakhs
6. (a) Amount spent on CSR Projects (both Ongoing Project and other
than Ongoing Project): H136.83 Lakh
(b) Amount spent in Administrative Overheads: Nil
(c) Amount spent on Impact Assessment, if applicable: Nil
(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: H136.83
Lakh
(e) CSR amount spent or unspent for the financial year:
Total Amount Spent
for the Financial Year. (in Lakh) |
Amount Unspent
(H In Lakh) |
Total Amount
transferred to Unspent CSR Account as per Section 135(6). |
Amount
transferred to any fund specified under |
| Amount. |
Date of Transfer |
Name of the Fund | |
Amount |
Date of Transfer |
136.83 |
Nil |
Nil |
Nil |
(f) Excess amount for set off:
Sl. No. Particular |
Amount (in Lakh) |
(i) Two percent of average net
profit of the company as per Section 135(5) (after adjusting amount of excess spent of
last (Total Obligation less Excess in Previous year i.e. Rs.133.99 - Rs. 7.79) |
126.20 |
(ii) Total amount spent for
the Financial Year |
136.83 |
(iii) Excess amount for the
Financial Year[(ii)-(i)] |
10..63 |
(iv) Surplus arising out of the
CSR projects or programmes or activities of the previous financial years, if any |
- |
(v) Amount available for set off
in succeeding financial years [(iii)-(iv)] |
10..63 |
(i) Details of Unspent CSR amount for the preceding three financial
years:
Preceding
Financial
Year |
Amount
transferred to Unspent CSR Account under section 135 (6) (In H) |
Balance Amount
in Unspent CSR account under sub-section (6) of Section 135 (In H) |
Amount spent in
the Financial Year (In H) |
Amount
transferred to any fund specified under Schedule VII as per section 135(6), if any. |
Amount remaining
to be spent in succeeding financial years. (In H) |
| Name of the Fund |
Amount (In H) |
Date of transfer |
| 2021-22 |
- |
47.83 |
NIL |
- |
- |
- |
47.83 |
| 2022-23 |
- |
47.83 |
47.83 |
- |
- |
- |
Nil |
| 2023-24 |
- |
- |
- |
- |
- |
- |
- |
(ii) Details of CSR amount spent in the financial year for ongoing
projects of the preceding financial year(s):
| (2) |
(3) |
(4) |
(6) |
(7) |
(8) |
|
|
|
|
|
|
| Name of the Project |
Financial Year in which the
project was commenced |
Amount spent for the project
at the beginning of the FY (H In Lakhs) |
Amount Spent in the Current F
Y (H In Lakhs) |
Cumulative Amount Spent at
the end of F Y (h In Lakhs) |
Status of the Project-
Completed/ Ongoing |
- |
- |
- |
- |
- |
- |
7. Whether any capital assets have been created or acquired through
CSR amount spent in the Financial Year: No If yes, enter the number of Capital
Assets created/acquired: Not Applicable
Furnish the details relating to such asset(s) so created or acquired
through Corporate Social Responsibility amount spent in the Financial Year
Sl. No.
Short Particulars of the property or asset(s) {including complete address and location
of the property} |
Pincode of the
property or asset(s) |
Date of creation |
Amount of CSR
amount spent |
Details of
entity/ Authority/ beneficiary of the registered owner |
| CSR Registration Number, if
applicable |
Name |
Registered
address |
NOT APPLICABLE |
8. Reasons for failure to spend two per cent of the average net
profit as per section 135(5: NA
FORM NO. MR-3
Secretarial Audit Report
For The Financial Year Ended On 31st March, 2025
Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)
To,
The Members,
Ruchira Papers Limited
Tirlokpur Road, Kala Amb Himachal Pradesh-173030
We have conducted a secretarial audit to assess the compliance of
applicable statutory provisions and adherence to good corporate practices by Ruchira
Papers Limited (hereinafter referred to as the "Company”). The secretarial
audit was conducted in a manner that provided us with a reasonable basis for evaluating
corporate conduct and statutory compliance and expressing our opinion.
Based on our thorough examination of the Company's books, papers,
minute books, filed forms and returns, and other relevant records, along with the
information provided by the Company, its officers, agents, and authorized representatives
during the secretarial audit, we are pleased to report our opinion.
In our professional assessment, we find that the company has diligently
complied with the statutory provisions listed below during the audit period, which covers
the financial year ending on 31st March 2025. Additionally, we have determined
that the Company has implemented proper Board processes and a robust compliance mechanism,
ensuring adherence to regulatory requirements, to the extent, manner, and subject to the
reporting made hereinafter:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA) and the
rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and
Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ('SEBI Act') viz.:
(a) The Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018;
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014
(e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations. 2008;
(f) The Securities and Exchange Board of India
(Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018;
(vi) OTHER APPLICABLE ACTS,
(a) Factories Act, 1948 and Rules made there under
(b) Employees' Provident Fund and Miscellaneous Provisions Act, 1952,
and Rules made there under,
(c) Employees' State Insurance Act, 1948, and rules made thereunder,
(d) Payment of Wages Act, 1936, and rules made there under,
(e) Air (Prevention & Control of Pollution ) Act, 1981
(f) Water (Prevention & Control of Pollution ) Act, 1974
(g) Minimum Wages Act, 1948
(h) Payment of Bonus Act, 1965
(i) Industrial Employment (Standing Orders) Act, 1946
We have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India.
(ii) The Listing Agreements entered into by the Company with Bombay
Stock Exchange and National Stock Exchange read with the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc mentioned above.
We further report that:
The Annual General Meeting (AGM) of the Company was physically
conducted on Tuesday, September 24, 2024, at 12:00 P.M. (IST) at Hotel Black Mango, Nahan
Road, Kala-Amb, District Sirmaur, Himachal Pradesh - 173030. The meeting was held in
compliance with the applicable provisions of the Companies Act, 2013, and relevant SEBI
regulations. The cut-off date for determining the eligibility for dispatch of the Notice
and Annual Report to shareholders was August 23, 2024. Accordingly, the Notice of the AGM
along with the Annual Report was dispatched to all eligible shareholders via email on
September 2, 2024. The second cut-off date for determining the entitlement of shareholders
for e-voting or voting at the AGM was September 17, 2024. The remote e-voting facility was
provided in accordance with statutory requirements and remained open from September 20,
2024, at 9:00 A.M. (IST) to September 23, 2024, at 5:00 P.M. (IST). Shareholders attending
the AGM in person were also provided with the facility to vote. The results of the AGM,
including the voting outcomes, were declared on September 25, 2024, and have been duly
uploaded on the websites of BSE, NSE, and the Company's website.
During the year, upon the completion of their second tenure, the
following Non-Executive Independent Directors—Sh. Surinder Kumar Gupta, Sh. Dalbir
Singh, Smt. Suhasini Yadav and Sh. Avtar Singh—retired from the board on 24th
September 2024. In their place, the Board of Directors appointed Sh. Kamal Sharma, Sh.
Mohanjit Singh Pooni, Smt. Shalini Yadav and Sh. Tilak Raj Vanaik as Non-Executive
Independent Directors, effective from 25th September 2024. Consequently,
various committees of the company were reconstituted in alignment with the new composition
of the Board w.e.f. 25.09.2024:
Audit Committee
Sr.
No. |
Name |
Designation |
Designation on Board |
1 |
Sh. Ashwani Kumar Agarwal |
Chairman |
Independent Director |
2 |
Sh. Mohanjit Singh Pooni |
Member |
Independent Director |
3 |
Sh. Ranjit Singh Sidhu |
Member |
Independent Director |
4 |
Sh. Jatinder Singh |
Member |
Whole Time Director |
Nomination and Remuneration Committee
Sr.
No. |
Name |
Designation |
Designation on Board |
1 |
Sh. Ranjit Singh Sidhu |
Chairman |
Independent Director |
2 |
Sh. Tilak Raj Vanaik |
Member |
Independent Director |
3 |
Sh. Kamal Sharma |
Member |
Independent Director |
Stakeholders Relationship Committee
Sr.
No. |
Name |
Designation |
Designation on Board |
1 |
Sh. Ranjit Singh Sidhu |
Chairman |
Independent Director |
2 |
Sh. Subhash Chander Garg |
Member |
Whole Time Director |
3 |
Sh. Jatinder Singh |
Member |
Whole Time Director |
Corporate Social Responsibility Committee
Sr.
No. |
Name |
Designation |
Designation on Board |
1 |
Sh. Kamal Sharma |
Chairman |
Independent Director |
2 |
Sh. Subhash Chander Garg |
Member |
Whole Time Director |
3 |
Sh. Jatinder Singh |
Member |
Whole Time Director |
4 |
Sh. Umesh Chander Garg |
Member |
Managing Director |
5 |
Sh. Vipin Gupta |
Member |
Whole Time Director |
6 |
Smt. Ruchica Garg Kumar |
Member |
Whole Time Director |
Allotment Committee
Sr.
No. |
Name |
Designation |
Designation on Board |
1 |
Sh. Mohanjit Singh Pooni |
Chairman |
Independent Director |
2 |
Sh. Jatinder Singh |
Member |
Whole Time Director |
3 |
Sh. Vipin Gupta |
Member |
Whole Time Director |
4 |
Smt. Shalini Yadav |
Member |
Independent Director |
5 |
Sh. Deepan Garg |
Member |
Whole Time Director |
Project Committee
Sr.
No. |
Name |
Designation |
Designation on Board/ Senior
Management |
1 |
Sh. Umesh Chander Garg |
Chairman |
Managing Director |
2 |
Sh. Jatinder Singh |
Member |
Whole Time Director |
3 |
Sh. Deepan Garg |
Member |
Whole Time Director |
4 |
Sh. Jagdeep Singh |
Member |
Vice President- Operations |
The appointment of the new Non-Executive Independent Directors was duly
approved by the shareholders through special resolutions, in accordance with Sections 149,
150, 152 read with Schedule IV of the Companies Act, 2013, and the Companies (Appointment
and Qualification of Directors) Rules, 2014 and all other applicable provisions of the
Companies Act, 2013 (including any statutory modification(s) or re-enactments thereof for
the time being in force), and Regulation 17(1A) of SEBI (LODR) [ in respect of Sh. Kamal
Sharma and Sh. Tilak Raj Vanaik ] and other applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 to appoint them as Non-Executive Independent Directors of the
company, not liable to retire by rotation, to hold office for a term of 5 (Five)
consecutive years w.e.f. 25.09.2024 to 24.09.2029, result of the same has already uploaded
on the BSE and NSE stock exchanges and Website of the Company.
During the year, Mrs. Vaishali Jhaveri was also appointed as
Vice-President Commercial of the company, pursuant to the provisions of Section 188(1)(f)
of the Companies Act, 2013, read with Rule 15 of the Companies (Meetings of Board and its
Powers) Rules, 2014, applicable provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and other applicable provisions, if
any, (including any statutory modifications, clarifications, substitutions, or
re-enactments thereof for the time being in force), holding an office or place of profit,
w.e.f. 11th November 2024,obtained by way of ordinary resolution via Postal
Ballot on 03.01.2025, result of the same has already uploaded on the BSE and NSE stock
exchanges and Website of the Company.
The Board of Ruchira Papers Limited has an optimal combination of
Executive and Non-Executive Directors, with 50% of the Directors being Non-Executive
Independent Directors. The Company has 6 Whole Time Directors and one Managing Director.
As of 31st March 2025, the total number of Directors on the Company's Board is
14, consisting of 7 Executive Directors and 7 Non-Executive Independent Directors.
The Board of Directors of the Company is appropriately constituted with
a balanced representation of Executive Directors, Non-Executive Directors, and Independent
Directors. The changes in the composition of the Board of Directors that occurred during
the review period were executed in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and
a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for
meaningful participation of the meeting.
All decisions of the board and committee meetings were taken with the
requisite majority and recorded as part of the minutes.
We further report that there are adequate systems and processes in the
company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
During the year the company has declared and paid the dividend of H5/-
per Share for F.Y. 2023-24, and the company has complied with all the relevant provisions
of the Companies Act, 2013 and SEBI's Rules and Regulation for payment of Dividend.
Further, We report that there were no instances of:
I. Public/Right/ debentures/ sweat equity etc.
II. Redemption / buy back of securities.
III. Amendment in MOA and AOA.
IV. Increase in Authorized/Share Capital.
V. Major decisions taken by the members in pursuance to section 180 of
the Companies Act, 2013.
VI. Merger/amalgamation/reconstruction, etc.
VII. Foreign technical collaborations etc.
ANNEXURE- A
To,
The Members,
Ruchira Papers Limited
Tirlokpur Road, Kala Amb
Himachal Pradesh-173030
Please note that our report of the even date should be read along with
this letter.
1. Maintenance of secretarial record is the responsibility of the
management of the company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we
followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the company.
4. Wherever required, we have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the company.
Annexure-III to Directors' Report
Particulars of Energy Conservation, Technology Absorption and Foreign
Exchange Earnings and Outgo required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014.
A) CONSERVATION OF ENERGY
i) Energy conservation remains an important thrust area for the
Company, and we continuously monitor our efforts in this area. Here are the steps we have
taken and the impact of our energy conservation initiatives:
¦ The Company has undertaken a system enhancement by installing
a equipment to improve the pre-heating process before material is fed into the evaporation
unit. This modification allows better use of available heat, which would otherwise be
lost, leading to improved thermal efficiency. As a result, steam generation in the boiler
has increased, contributing to meaningful energy savings and improved operational
performance.
¦ Interlocking provided in wood pulp refining to optimize
running hours of agitator with motor, ensuring safe and efficient operation only during
the refining cycle. This modification resulted in energy savings of approximately 100 kWh
per day.
¦ By installing two indirect-type heat
exchangers to preheat the HBL before firing, raised the HBL temperature
without adding water, thereby increasing the concentration of firing HBL. This
optimization improved steam generation and contributing
significantly to energy conservation.
¦ The HBL storage tank injection pump is currently driven by an
18.5 kW motor, operating during the cascade water boiling period. Identical HBL injection
pumps in the same system are successfully operating with 15 kW motors. To optimize power
usage, an expected annual energy saving of approximately 1,548 kWh..
(ii) The steps taken by the Company for utilizing alternate source of
energy:
The Company is generating steam from Chemical Recovery Boiler, wherein
Black Liquor Solids are fired to generate the steam and power the same is confirmed as
Renewable Biomass Source by Ministry of New & Renewable Energy, Govt. of India.
Total Energy Consumption per unit of production of paper for the year
2024-25 is given in table below.
Power and Fuel Consumption:
Particulars |
2024-25 |
2023-24 |
1. Electricity |
|
|
a) Purchased |
|
|
Units (KVAH) |
35561054 |
37835226 |
Total Amount (?) |
261013940 |
244689333 |
Rate per Unit (?) |
7.34 |
6.47 |
b) Own Generation |
|
|
i) Through Diesel generator |
Nil |
Nil |
Total Units generated |
Nil |
Nil |
Units per litre of diesel |
Nil |
Nil |
Cost per unit generated (?) |
Nil |
Nil |
Power and Fuel Consumption:
Particulars |
2024-25 |
2023-24 |
ii) Through Steam Turbine |
|
|
Units |
67148960 |
62605350 |
Units per Ltr. Of fuel oil/
gas |
Nil |
Nil |
Cost / units |
Nil |
Nil |
2. Coal (specify quality and
where used) |
|
|
Quantity (ton)- Used in Boiler |
43532.90 |
46037.04 |
Total Cost (H In Lakhs) |
4809.16 |
5946.12 |
Average Rate (PMT) |
11047.19 |
12915.96 |
3. Used in Boiler |
|
|
Low Sulphur Heavy Stock Oil :- |
|
|
Quantity (K.ltrs) |
137.10 |
206.14 |
Total amount( H Lakhs) |
78.54 |
108.80 |
Average Rate (H/K.ltrs) |
57283 |
52780 |
4. Others: Used in Boiler |
|
|
a) Rice Husk (M.T.) |
32253.83 |
27273.12 |
Cost (in Lakhs) |
1775.99 |
1832.94 |
b) Boiler Fuel-Misc(M.T) |
24129.15 |
37279.06 |
Cost (in Lakhs) |
833.04 |
1251.61 |
c) Lime Stone (M.T) |
163.50 |
341.45 |
Cost (In Lakhs) |
2.70 |
5.88 |
Total Fuel Cost (in Lakhs)
(2+3+4) |
7499.43 |
9145.35 |
Consumption per Unit of
Production Particulars |
2024-25 |
2023-24 |
a. Liner Kraft Paper |
|
|
Production(M.T.) |
90245 |
93934 |
Electricity (in Units) per Ton
of production |
380 |
373 |
Furnace oil |
Nil |
Nil |
Coal/Tonne (MT) |
0.042 |
0.036 |
Others (Rice Husk)/Tonne (MT) |
0.168 |
0.136 |
b. Writing & Printing
Paper |
|
|
Production(M.T.) |
61330 |
55264 |
Electricity (in Units) per Ton
of production |
1116 |
1207 |
Low Sulphur Heavy Stock
oil/Tonne(KL) |
0.002 |
0.004 |
Coal/Tonne (MT) |
0.648 |
0.771 |
Others (Rice Husk)/Tonne(MT) |
0.278 |
0.263 |
B) TECHNOLOGY ABSORPTION
Research and
Development (R&D) |
|
1. |
Specific areas in which
R&D carried out by the Company. |
Nil |
2. |
Benefits derived as a result
of the above R&D. |
Nil |
3. |
Future plan of action. |
Nil |
4. |
Expenditure on R&D |
|
|
a) Capital |
Nil |
|
b) Recurring |
Nil |
|
c) Total |
Nil |
|
d) Total R&D expenditure as
a percentage of total turnover |
Nil |
Technology
absorption adaptation and innovation |
|
1. |
Efforts, in brief, made towards
technology absorption, adaptation and innovation. |
Nil |
2. |
Benefits derived as a result
of the above efforts, e.g. product improvement , cost reduction, product development,
import substitution, etc. |
Nil |
3. |
In case of imported
technology (imported during the last 5 years reckoned from the beginning of the financial
year), following information may be furnished: |
Nil |
|
(a) Technology imported. |
Nil |
|
(b) Year of import. |
Nil |
|
(c) Has technology been fully
absorbed? |
Nil |
|
(d) If not fully absorbed,
areas where this has not taken place, reasons therefore and future plans of action. |
Nil |
C) FOREIGN EXCHANGE EARNINGS AND OUTGO
Activities relating to exports, initiatives taken to increase exports,
development of new export markets for products and services and export plans.
Total Foreign Exchange used and earned:
(H in Lakh)
Particulars |
2024-25 |
2023-24 |
Foreign Exchange earned |
0.00 |
0.00 |
Foreign Exchange Used |
2339.33 |
3442.31 |
Annexure-IV to Directors' Report
Form AOC-2
[Pursuant to clause (h) of sub-section (3) of section 134 of the
Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014]
Form for disclosure of particulars of contracts/arrangements entered
into by the company with related parties referred to in sub-section (l) of section 188 of
the companies act, 2013 including certain arm's length transactions under third proviso
thereto.
1. Details of material contracts or arrangement or transactions not at
arm's length basis : - Nil
2. Details of material contracts or arrangement or transactions at
arm's length basis:-
Name(s) of the related party
and nature of relationship |
Nature of contracts/
arrangements/ transactions |
Duration of the contracts/
arrangements/ transactions |
Salient terms of the
contracts or arrangements or transactions including the value, if any: |
Date(s) of approval by the
Board/Audit Committee, if any: |
Date(s) of approval by the
Shareholders |
Amount paid as advances,
as on March 31, 2024, if any: |
M/S Jasmer Pack Limited
Enterprises of Relatives of KMP |
Sale or Supply of Finished
Goods and Material and Pur-chase of Waste Paper/Raw Materi-al/Packing Material, interest
on late payments if any |
On Going subject to renewal as
per contractual terms. |
Sale of Finished Goods and
Purchase of Raw Material aggre-gate up to 765 Crore Per Annum |
12.02.2024 and
27.05.2024 |
NA |
N.A |
M/S Ruchira Printings.
Packaging
Enterprises of Relatives of KMP |
Sale or Supply of Finished
Goods and Material and Pur-chase of Waste Paper/Raw Materi-al/Packing Material, interest
on late payments if any |
On Going subject to renewal as
per contractual terms. |
Sale of Finished Goods and
Purchase of Raw Material aggre-gate up to 710 Crore Per Annum |
12.02.2024 |
N.A |
N.A |
M/S Ruchira Packaging
Products P Ltd
Enterprises of Relatives of KMP |
Sale or Supply of Finished
Goods and Material and Pur-chase of Waste Paper/Raw Materi-al/Packing Material, interest
on late payments if any |
On Going subject to renewal as
per contractual terms. |
Sale of Finished Goods and
Purchase of Raw Material aggre-gate up to 765 Crore Per Annum |
12.02.2024 and
27.05.2024 |
N.A |
N.A |
M/S Well Pack Industries
Enterprises of Relatives of KMP |
Sale or Supply of Finished
Goods and Material and Pur-chase of Waste Paper/Raw Materi-al/Packing Material, interest
on late payments if any |
On Going subject to renewal as
per contractual terms. |
Sale of Finished Goods and
Purchase of Raw Material aggre-gate up to 720 Crore Per Annum |
12.02.2024 |
N.A |
N.A |
M/S York Cellulose Private
Limited
Enterprises of Relatives of KMP |
Sale or Supply of Finished
Goods and Material and Pur-chase of Waste Paper/Raw Materi-al/Packing Material, interest
on late payments if any |
On Going subject to renewal as
per contractual terms. |
Sale of Finished Goods and
Purchase of Raw Material aggre-gate up to 71 Crore Per Annum |
12.02.2024 |
N.A |
N.A |
Jasmer Foods Private
Limited
Enterprises in Which KMP holding Directorship |
Sale or Supply of Finished
Goods and Material and Pur-chase of Waste Paper/Raw Materi-al/Packing Material, interest
on late payments if any |
On Going subject to renewal as
per contractual terms. |
Sale of Finished Goods and
Purchase of Raw Material aggre-gate up to 71 Crore Per Annum |
12.02.2024 |
N.A |
N.A |
Tirlokpur Boards Private
Limited
Enterprises in Which KMP holding Directorship |
Sale or Supply of Finished
Goods and Material and Pur-chase of Waste Paper/Raw Materi-al/Packing Material, interest
on late payments if any |
On Going subject to renewal as
per contractual terms. |
Sale of Finished Goods and
Purchase of Raw Material aggre-gate up to 71 Crore Per Annum |
12.02.2024 |
N.A |
N.A |
Name(s) of the related party
and nature of relationship |
Nature of contracts/
arrangements/ transactions |
Duration of the contracts/
arrangements/ transactions |
Salient terms of the
contracts or arrangements or transactions including the value, if any: |
Date(s) of approval by the
Board/Audit Committee, if any: |
Date(s) of approval by the
Shareholders |
Amount paid as advances,
as on March 31, 2024, if any: |
Ruchira Green Earth Private
Limited
Enterprises in Which KMP holding Directorship |
Sale or Supply of Finished
Goods and Material and Pur-chase of Waste Paper/Raw Materi-al/Packing Material, interest
on late payments if any |
On Going subject to renewal as
per contractual terms. |
Sale of Finished Goods and
Purchase of Raw Material aggre-gate up to 71 Crore Per Annum |
12.02.2024 |
N.A |
N.A |
Mrs. Parveen Garg
Relative holding office or place of profit |
Sr. Vice President- CSR |
Remuneration Paid |
Relative holding office or
place of profit at a gross monthly remuneration of 75.75 Lakh P.M (April 24 to Mar 25) |
22.05.2017
11.02.2022
29.05.2023 |
21.09.2017
29.09.2023 |
N.A |
Mr. Lucky Garg
Relative holding office or place of profit |
Vice President- Marketing |
Remuneration Paid |
Relative holding office or
place of profit at a gross monthly remuneration of 75.75 Lakh P.M (April 24 to Mar 25) |
22.05.2017
11.02.2022
29.05.2023 |
21.09.2017
29.09.2023 |
N.A |
Mr. Atul Garg
Relative holding office or place of profit |
Vice President- Administration |
Remuneration Paid |
Relative holding office or
place of profit at a gross monthly remuneration of 75.75 Lakh P.M (April 24 to Mar 25) |
22.05.2017
11.02.2022
29.05.2023 |
21.09.2017
29.09.2023 |
N.A |
Ms. Radhika Garg
Relative holding office or place of profit |
Vice President- Marketing-NR |
Remuneration Paid |
Relative holding office or
place of profit at a gross monthly remuneration of 75.75 Lakh P.M (April 24 to Mar 25) |
22.05.2017
11.02.2022
29.05.2023 |
21.09.2017
29.09.2023 |
N.A |
Mr. Jagdeep Singh
Relative holding office or place of profit |
Vice President- Operations |
Remuneration Paid |
Relative holding office or
place of profit at a gross monthly remuneration of 75.75 Lakh P.M (April 24 to Mar 25) |
22.05.2017
11.02.2022
29.05.2023 |
21.09.2017
29.09.2023 |
N.A |
Ms. Vaishali Viral Jhaveri
Relative holding office or place of profit |
Vice President- Commercial |
Remuneration Paid |
Relative holding office or place
of profit at a gross monthly remuneration of 75.75 Lakh P.M. |
11.11.2024 |
03.01.2025 |
NA |
Annexure-V to Directors' Report
Information required under Section 197 of the Companies Act, 2013 read
with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014]
(i) |
Ratio of the remuneration of
each |
S. |
Name of Director(s) |
Ratio of
Remuneration of |
director to the
median remuneration |
No. |
|
Each Director to
the Median |
of the employees
of the Company for |
|
|
Remuneration |
|
the Financial Year |
1. |
Subhash Chander Garg |
109.69 |
|
|
|
2. |
Jatinder Singh |
109.69 |
|
|
|
3. |
Umesh Chander Garg |
109.69 |
|
|
|
4. |
Vipin Gupta |
34.81 |
|
|
|
5. |
Ruchica Garg Kumar |
24.05 |
|
|
|
6. |
Daljeet Singh Mandhan |
27.66 |
|
|
|
7. |
Deepan Garg |
27.66 |
(ii) |
Percentage increase in
remuneration |
S. |
Name of KMP |
Designation |
Increase |
|
of each Director, Chief
Financial |
No. |
|
|
(in %) |
|
Officer, Chief Executive
Officer, |
1. |
Subhash Chander Garg |
Whole Time Director |
Nil |
|
Company Secretary or Manager, if |
2. |
Jatinder Singh |
Whole Time Director |
Nil |
|
any, in the Financial Year. |
3. |
Umesh Chander Garg |
Managing Director |
Nil |
|
|
4. |
Vipin Gupta |
CFO & |
11.30* |
|
|
|
|
Executive Director |
|
|
|
5. |
Ruchica Garg Kumar |
Whole Time Director |
Nil |
|
|
6. |
Deepan Garg |
Whole Time Director |
Nil |
|
|
7. |
Daljeet Singh Mandhan |
Whole Time Director |
Nil |
|
|
8. |
Iqbal Singh |
Company Secretary |
29.32* |
(iii) |
Percentage increase in the
median |
3.88% |
|
|
remuneration of
employees in the |
|
|
|
|
financial year. |
|
|
|
|
(iv) |
Number of permanent employees on |
1039 |
|
|
the rolls of the
Company as on 31st |
|
|
|
|
March 2025. |
|
|
|
|
(v) |
Average percentiles increase |
Average increase in
remuneration of Managerial Personnel 1.11%** |
already made in
the salaries |
Average Increase
in remuneration of employees other than the |
of employees other
than the |
Managerial
Personnel: 8.76% |
|
|
managerial personnel
in the last |
|
|
|
|
financial year and
its comparison |
|
|
|
|
with the
percentile increase in |
|
|
|
|
the managerial
remuneration and |
|
|
|
|
justification
thereof and point |
|
|
|
|
out if there are any
exceptional |
|
|
|
|
circumstances for
increase in the |
|
|
|
|
managerial
remuneration |
|
|
|
|
(vi) |
Key Parameters for any variable |
The key parameters
for the variable components of remuneration to |
component of
remuneration availed |
the Directors are
decided by the Nomination and Remuneration Com- |
by the directors |
mittee in
accordance with the principles laid down in the Nomination |
|
and Remuneration
Policy. At present there are no variable components |
|
of remuneration of
directors. |
|
|
(vii) |
Affirmation that the
remuneration |
The remuneration is
as per the Nomination and Remuneration Policy |
is as per the
remuneration policy of |
for the
Directors, Key Managerial Personnel and other employees of |
the Company. |
the Company,
formulated pursuant to the provisions of section 178 of |
|
the C |
Companies Act, 2013. |
|
|
Notes :
1. The sitting fees paid to Independent Directors for the financial
year 2024-25 are not considered as remuneration paid to directors.
2. Median remuneration of the company for all its employees is H249435
for F.Y 2024-25.
3. The median remuneration of those employees has been taken who have
worked for the whole F.Y 2024-25.
4. *The percentage increase is based on comparison of monthly
remuneration drawn in Mar 2024 and Mar 2025. (No increase in remuneration of Executive
directors except for Mr. Vipin Gupta, CFO and Executive Director during the F.Y. 2024-25.
Statement containing the particulars of employees in accordance with
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014:
1. List of Top Ten Employees (includes executive directors) of the
Company in terms of remuneration drawn during the F.Y 2024-25.
S. Name No. (Age in years) |
Designation & Nature
of Employment |
Date of
Commencement of Employment |
Education |
% of Equity Shares |
Remuneration Paid (h)
p.a. (in lakh) |
Previous Employment &
Desig-nation |
Whether Relative of Director
or not. |
1 Subhash
Chander Garg (83 years) |
Chairman and Whole Time Director |
08/12/1980 |
Law Grad-uate |
2.98 |
273.60 |
Nil |
Related to Mr. Umesh Chander
Garg and Mrs. Ruchica Garg Kumar. |
2 Jatinder Singh (71 Years) |
Co-Chairman and Whole Time
Director |
08/12/1980 |
B.Tech |
9.64 |
273.60 |
Nil |
Related to Mr. Daljeet Singh |
3. Umesh Chander Garg (76 Years) |
Managing
Director |
08/12/1980 |
Graduation |
6.17 |
273.60 |
Nil |
Related to Mr. Subhash
Chander Garg and Mr. Deepan Garg |
4 Vipin Gupta (56 Years) |
CFO and
Executive
Director |
08/01/1990 |
Post Graduate |
0.08 |
86.83 |
Nil |
No relation with any director |
5. Deepan Garg (49 Years) |
Director
Technical |
01/10/2008 |
B.Tech |
3.02 |
69.00 |
Nil |
Related to Mr. Umesh Chander
Garg |
6. Daljeet Singh Mandhan (38
Years) |
Director
Technical |
01/10/2008 |
Post Grad-uate |
1.70 |
69.00 |
Nil |
Related to Mr. Jatinder Singh |
7. Atul Garg (48 Years) |
VP-
Administration |
01/09/2012 |
Master of Business
Administration |
3.02 |
69.00 |
Nil |
Related to Mr. Umesh Chander
Garg |
8. Radhika Garg (44 Years) |
VP-Marketing |
01/04/2013 |
Law Graduate and PG |
3.49 |
69.00 |
Nil |
Related to Mr. Subhash
Chander Garg |
9. Jagdeep Singh (39 Years) |
VP-Operations |
01/10/2008 |
B.Tech |
1.63 |
69.00 |
Nil |
Related to Mr. Jatinder Singh |
10 Sarvjeet Singh (52 Years) |
CGM
J |
11/09/2023 |
PG Diploma in Pulp and Paper |
0.00 |
72.50 |
Nil |
No relation with any director |
2. List of Employees of the Company (other than directors) employed
throughout F.Y 2024-25 and were paid remuneration not less than Rupees One Crore and Two
Lakhs per annum: Nil
3. Employees employed for the part of the year (other than Directors)
and were paid remuneration during the F.Y 2024-25 at a rate which in aggregate was not
less than H8.50 Lakh Per Month: Nil
4. None of the employees was in receipt of remuneration in excess of
that drawn by the Managing Director.
|