mohit paper mills ltd Directors report

Dear Members,

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

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

COMPANY OVERVIEW

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

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

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

FINANCIAL RESULTS

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

(Rs. in Lakhs)

Particulars	Current Financial Year (2022-2023)	Previous Financial Year (2021-2022)
Revenue from Operations	22,216.50	14,079.85
Other Income	41.03	185.79
Total Income of the company	22,627.53	14,265.64
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	1,609.96	1,002.04
Less: Depreciation/ Amortisation/ Impairment	556.48	548.45
Profit before Finance Costs, Exceptional items and Tax Expense	1,053.48	453.59
Less: Finance Costs	348.00	325.83
Profit before Exceptional items and Tax Expense	705.48	127.76
Add/(less): Exceptional items	0.00	0.00
Profit before Tax Expense	127.76	127.76
Less: Tax Expense (Current & Deferred)	213.92	(68.38)
Profit for the year (1)	491.56	196.14
Other Comprehensive Income (2)	0.00	2.62
Total Comprehensive Income (1+2)	491.56	198.76
No. of Equity Share Capital of Rs. 10/- each	140	140
Paid-Up Equity Share Capital of Rs. 10/- each	1400	1400
Earning Per Equity Share
1. Basic EPS	3.51	1.40
2. Diluted EPS	3.51	1.40

CORPORATE/OPERATIONAL REVIEW

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

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

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

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

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

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

Statement of the Company

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

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

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

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

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

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

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

CASH AND EQUIVALENTS

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

EARNING PER SHARE (EPS)

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

SHARE CAPITAL

• Authorized Share Capital

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

• Paid- up Share Capital

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

DIVIDEND

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

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

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

FIXED DEPOSITS

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

CREDIT RATING

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

TRANSFER TO RESERVES

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

SUBSIDIARY AND ASSOCIATE COMPANY OF THE COMPANY

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

PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transaction (RPT) & Dealing with RPT which is also available on the Companys website. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All Related Party Transactions and subsequent material modifications are placed before the Audit Committee for its review and approval. Prior omnibus approval is obtained for RPTs on a quarterly basis for transactions which are of repetitive nature and/or entered in the ordinary course of business and are at arms length, if any. All RPTs are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of RPTs under the Act, and Listing Regulations. All RPTs entered during the year were in ordinary course of the business and at arms length basis. No Material RPTs, as per the materiality threshold adopted by the Board of Directors, were entered during the year by the Company. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable. The web link of above policy is here http://www.mohitpaper.in/upload/others/policies_latest/3_relatedpartytransactionPolicyMetaUp.pdf ANNUAL RETURN

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

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

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

DIRECTORS AND KEY MANAGEMENT PERSONNEL ("KMP")

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

Changes in Directors

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

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

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

Director liable to retire by rotation

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

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

Changes in KMPs

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

Declaration by the Independent Directors

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

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

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

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

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

Meetings of the Board

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

Board Diversity

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

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

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

Committees of the Board

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

Independent Director Meeting

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

Board, Committee and Directors evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulation. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above related policy of evaluation of Board and Directors are placed on website and related link ishttp://www.mohitpaper.in/upload/others/policies_latest/13_EVALUATIONOFPERFORMANCEOFBOD.pdf. The NRC and the Board evaluate the Board as whole, Committee and directors as individuals basis on the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Familiarisation Programee

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

Managerial Remuneration and Particulars of employees

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

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

Vigil Mechanism

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

Directors Nomination and Remuneration Policy

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

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

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

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

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

Corporate Governance Report

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

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

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

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

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

Managements Discussion and Analysis Report

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

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

Directors responsibility statement as required under Section 134(3)(c) of the Act

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

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

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

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

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

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

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

Internal Financial Control System

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

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

Reporting of frauds by Auditors

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

Secretarial Standards

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

Listing on Stock Exchange

The Companys equity shares are listed on BSE Limited.

Statutory Auditors

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

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

Statutory Auditors Report

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

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

Cost Auditor and Cost Audit Report

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

Secretarial Auditor and Secretarial Auditors Report

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

Risk Management

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

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

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

Corporate Social Responsibility

During the financial year 2022-2023, under review, the provisions of to the section 135 read with schedule VII of the Act, the provisions of the Corporate Social Responsibility ("CSR") was not applicable on the Company.

Material and significant orders passed by the Regulators Orders passed by the Regulator or Courts or T ribunal

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

Sexual Harassment of Women at Workplace

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

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

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

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

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

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

Disclosure of certain type of Agreements binding on the Company

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

Disclosure with respect to Unclaimed Suspense Escrow Demat Account

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

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

Acknowledgement

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

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

For and on behalf of the Board of Directors

of Mohit Paper Mills Limited

Sd/-

Sandeep Jain

Chairman & Managing Director

DIN: 00458048

Place: New Delhi

Date: August 25, 2023