Chadha Papers Ltd Directors Report.

Dear Members,

Your directors have pleasure in presenting their 29th Annual Report on the affairs of the company together with the Audited Statement of Accounts for the year ended 31st March, 2019.

1) FINANCIAL SUMMARY

The Companys financial performances for the financial year under review along with previous financial years figures are given hereunder:

(In Rupees)

Particulars F.Y. ended on 31st March, 2019 F.Y. ended on 31st March, 2018
Total Revenue 4,287,073,075 4,301,078,287
Total Expenditure 4,255,518,960 4,341,364,274
Profit/{Los$) before taxation 31,554,115 (40,285,987)
Less: Tax Expense
Current Income Tax / Wealth Tax 2,882,634 -
Deferred Income Tax 23,513,708 (1,21,67,386)
- MAT Credit (2,882,634) -
Profit/(Loss) after tax (9,459,593) (28,118,601)

2) DIVIDEND

No dividend has been declared by the Company.

3) AMOUNTS TRANSFERRED TO RESERVES

No amount has been transferred to reserves during the year under review.

4) STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

Your Company is engaged in the business of manufacturing, producing, marketing, exporting and dealing in all kinds and varieties of paper, Board, Kraft Paper, Semi Kraft and other paper products. During the said reporting financial year, the Company has incurred a loss of Rs. 9,459,593 /- (Rupees Ninety Four Lacs Fifty Nine Thousand Five Hundred Ninety Three Only).

During the year under review, your Company has achieved a Total Revenue of approx. Rs 4,287,073,075/- as against Rs. 4,301,078,287/- recorded in the previous year.

Your Company is focusing on repositioning of product lines, improving internal efficiencies and making investments in expansion and building production capacities and to further penetrate in the global market. Your Company expects high revenue in the coming years.

5) CHANGE IN NATURE OF BUSINESS

There has not been any change in the nature of business of the Company.

6) DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 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).

7) INTERNAL FINANCIAL CONTROLS

The Company has appointed Internal Auditors to check the Internal Controls and also check whether the workflow of the organization is in accordance with the approved policies of the Company. Board of Directors has adopted proper procedure and policies for ensuring the efficient conduct of business, including proper utilization of resources, safeguarding of its assets, detection of frauds and errors and timely preparation of Financial Statements and fair and true disclosure in the same.

Company has appointed Mr. Deepak Babu, Membership No. (071579), as the Internal Auditor to monitor and evaluate adequacy of internal control system in the Company. Interna! Auditors submit their report on the last day of every month to the management and based on the report of internal audit function, process owners take corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions are reported to the Audit Committee.

8) AUDITORS REPORT

Auditors report for the year is self-explanatory and require no further clarification.

Members of the Company had approved appointment of M/s Khandelia & Sharma, Chartered Accountants, as the Statutory Auditors at the 28th (Twenty Eighth) Annual General Meeting of the Company held on September 27, 2018 for a term of consecutive five (5) years. The amended provisions of the Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 by the Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Amendment Rules, 2018 respectively, omitted the provisions relating to annual ratification of the Auditors with effect from May 7, 2018. As such, the appointment of Auditors is not required to be ratified each year at the Annual General Meeting of the Company and accordingly, M/s Khandelia & Sharma, Chartered Accountants (Registration No. 510525C) hold office for a consecutive period of five (5) years until the conclusion of 33rd Annual General Meeting of the Company to be held in 2023 without following the requirement of ratification of their appointment every year.

9) STATUTORY AUDITORS

Members of the Company had approved appointment of M/s Khandelia & Sharma, Chartered Accountants, as the Statutory Auditors at the 28th (Twenty Eighth) Annual General Meeting of the Company held on September 27, 2018 for a term of consecutive five (5) years. The amended provisions of the Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 by the Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Amendment Rules, 2018 respectively, omitted the provisions relating to annual ratification of the Auditors with effect from May 7, 2018. As such, the appointment of Auditors is not required to be ratified each year at the Annual General Meeting of the Company and accordingly, M/s Khandelia & Sharma, Chartered Accountants (Registration No. 510525C) hold office for a consecutive period of five (5) years until the conclusion of 33rd Annual General Meeting of the Company to be held in 2023 without following the requirement of ratification of their appointment every year.

10) DISCLOSURE ABOUT COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 the Company has appointed M/s. M/s. Ajay Kumar Singh & Co. as the Cost auditor to conduct the Cost Audit of the Company for the Financial Year 2018-19.

11) DISCLOSURE ABOUT INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 the Board of Directors of the Company has appointed Mr. Deepak Babu, Membership No.-071579 as Internal Auditor to conduct Internal Audit of the Company for the Financial Year ended 31st March, 2019,

12) DISCLOSURE ABOUT SECRETARIAL AUDIT

In terms of Section 204 of The Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Secretarial Audit is applicable to the Company for the year under review.

Your Company has availed the services of M/s M.K. Mandal & Associates (Membership No - 5538), Company Secretaries in practice to conduct the Secretarial Audit of the Company for the Financial Year ended March 31$t 2019. The Secretarial Audit Report in Form MR -3 is attached as Annexure I to this Report.

Secretarial Auditors report for the year is self-explanatory and requires no further comments or clarification.

13) MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

NIL

14) DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATE COMPANY(S)

As on 31st March 2019, the Company has one Subsidiary as mentioned herein below:-

1. Manorama Paper Mills Limited (Subsidiary Company)

As per the requirements of Section 129(3) of the Companies Act 2013, the Company has prepared consolidated financial statements of the Company and its Subsidiary Company, which forms part of this Annual Report.

Further, a statement containing the salient features of the Subsidiary Company in the prescribed format AOC-1, is annexed as Annexure II.

Your Company formulated a Policy on Material Subsidiary as required under Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and it has been reviewed by the Directors.

Also a separate statement indicating the performance of Subsidiary as required under Rule 8 of Companies (Accounts) Rules, 2014 are annexed in Annexure HI.

Company has not complied with the following requirements as per Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations; 2015:-

1. Company has not appointed any Independent Director of the Holding Company in its material Subsidiary Company,

2. The minutes of the Board Meetings of the subsidiary companies are not placed at the Board Meetings of the Holding Company.

15) BOARD EVALUATION

15) BOARD EVALUATION

Pursuant to the provisions of Section 134 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. Accordingly, the performance evaluation process of the Board involves following multiple levels:-

• Board as a whole

• Committees of the Board

• Individual Directors and the Chairpersons (Including Independent and Non- Independent Directors)

• The Board has devised the following parameters for the performance evaluation of Directors and Committees:-

• Strategy and performance evaluation

• Governance and Compliance

• Knowledge and Competency

The Board subsequently evaluated its own performance, the working of its Committees (Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee respectively) and Independent Directors (without participation of the relevant Director).

16) NUMBER OF BOARD MEETINGS

The meetings are convened by the Board at regular intervals by giving appropriate advance notice to Directors.

The maximum interval between any two meetings was well within the maximum allowed gap of 120 days. During the Financial Year ended 31st March, 2019, Six (6) meetings of the Board were held, details of which are as follows:

Directors presence in Board meeting

SI. No. Date of Board Meeting Board Strength Anand Sharma Amanbir Singh Sethi Sanmeet Singh Naveen Sexena Surjeet Kaur
1. 30/05/2018 5 Yes Yes Yes Yes Yes
2. 14/08/2018 5 Yes Yes Yes Yes Yes
3. 28/08/2018 5 Yes Yes Yes Yes Yes
4. 10/09/2018 4 Yes Yes Yes Yes No
5. 14/11/2018 4 Yes Yes Yes Yes No
6. 14/02/2019 5 Yes Yes Yes Yes Yes

17) PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are indicated in the financial Statements of the Company and forms part of this Annual Report.

18) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered by the Company with Related Parties were in the Ordinary Course of Business and at Arms Length pricing basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors. Suitable disclosures as required have been made in the Notes to the financial statements.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies Accounts) Rules, 2014 is set out as Annexure IV.

The related party transactions Policy has been placed on the website of your Company www.chadhapaperslimited.com.

19) FRAUDS REPORTED BY THE AUDITORS

No fraud has been reported in their report for the financial year ended as on 31st March, 2019 by the Auditors of the Company under Section 143(12) of the Companies Act, 2013.

20) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations.

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

21) EXTRACT OF ANNUAL RETURN

As per the requirement of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return, in format MGT -9, for the Financial Year 2018-19 has been enclosed with this report as Annexure VI.

22) RISK MANAGEMENT

In todays economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks i.e., competition, legal changes, change in Government policies, availability of finance, manpower as identified by the company are systematically addressed through mitigating actions on a continuing basis. The Company has a risk management policy for risk identification, assessment and control to effectively manage risk associated with the business of the Company. The Policy is available on the website of the Company i.e. www.chadhapoperslimited.com

23) DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 ("the Act") and Regulation 16{l)(b) of SE6I (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms of appointment of Independent Directors may be accessed on the Companys website at the link www.chadhapaperslimited.com.

24) DETAILS OF FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Senior management personnel of the Company make presentations to the Board Members on a periodical basis, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc., and seek their opinions and suggestions on the same.

The Directors are briefed on their specific responsibilities and duties that may arise from time to time.

The details of familiarization Programme is available on www.chadhapaperslimited.com

All the Independent Directors attended the Familiarisation Programme, which helped the Independent Directors to improve their expertise in Corporate Governance.

25) COMMITTEES OF THE BOARD

Currently, the Board has four Committees:-

A) Audit Committee.
B) Stakeholders Committee.
C) Nomination & Remuneration Committee.
D) Corporate Social Responsibility Committee.

1. Audit Committee

The Audit Committee, constituted by the Board of Directors pursuant to Section 177 of the Companies Act 2013, and Regulation 18 of SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 comprises of three directors namely:-

The members of Audit Committee are as follows:-

i) Mr. Naveen Sexena, Chairman - Independent Oirector
ii) Mr. Anand Sharma, Member -Independent Director
iii) Mr. Amanbir Singh Sethi, Member - Whole Time Director.

The Chairman of the Committee was present at the last Annual General Meeting of the Company held on 27th September, 2018.

2. Nomination & Remuneration Committee

The Nomination & Remuneration Committee, constituted by the Board of Directors pursuant to Section 178 of the Companies Act 2013, Regulation 19 of SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 comprises of three directors namely:-

i) Mr. Naveen Sexena, Chairman, Independent Director

ii) Mr. Anand Sharma, Member, Independent Director

iii) Mr. Sanmeet Singh, Member, Non-Executive Director

The Committee is responsible to identify persons who are qualified to become directors or senior management employees and recommend to the Board their appointment /removal, compensation etc.

As per the requirement of Section 134(3)(e), Policy on Nomination and Remuneration of Directors is annexed herewith as Annexure VII

3. Stakeholders Relationship Committee

The Stakeholders Relationship Committee, constituted by the Board of Directors pursuant to Section 178 of the Companies Act 2013 and Regulation 20 of SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 comprises of three directors namely:-

i) Mr. Anand Sharma, Chairman.

ii) Mr. Sanmeet Singh, Member.

iii) Mr. Amanbir Singh Sethi, Member.

Stakeholders Relationship Committees role is to resolve the grievances of Security Holders and to note that all the grievances of Stakeholders has been resolved timely during the year.

4. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee, constituted by the Board of Directors pursuant to Section 135 of the Companies Act 2013, comprises of three directors namely:-

i) Mr. Anand Sharma, Chairman.

ii) Mr. Sanmeet Singh, Member.

iii) Mr. Amanbir Singh Sethi, Member.

26) DETAILS REGARDING CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility is commitment of the Company to improve the quality of life of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society. Company has the motive to:-

1. Drive the Development agenda in a manner that benefits the poor and other communities in our surroundings thereby significantly improving Human Life.

2. Move beyond mere asset creation to behavior change through focus on demand generation for all interventions thereby enabling participation, contribution and asset creation for the community.

Corporate Social Responsibility policy was adopted by the Board of Directors on the recommendation of Corporate Social Responsibility Committee.

Your Company adopted a policy on Corporate Social Responsibility in the above mentioned meeting and the policy can be accessed through the web link - www.chadhapapersUmited.com

27) DETAIIS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sanmeet Singh (DIN: 01139468), Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends the same for your approval.

Mr. Rahul Sharma, Company Secretary of the Company was resigned from the office as on 10th of September, 2018 and Mr. Kuldeep Tiwari has been appointed as the Company Secretary of the Company on the same date.

28) REMUNERATION POLICY

The Policy on selection of Directors including criteria for determining qualifications, positive attributes and Directors Independence and the Remuneration Policy for Directors, Key Managerial Personnel and other employees, as required under sub-section (3) of Section 178 of the Companies Act, 2013 are available on the Companys website, which may be accessed at the www.chadhapaperslimited.com.

29) VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has implemented a Whistle Blower Policy pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies {Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower pursuant to which Whistle Blower can raise concerns relating to reportable manner such as breach of code of conduct, fraud, corruption, employee misconduct, misappropriation of funds etc. The same was hosted on the website of the Company. Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that the complaints received were addressed properly during the year.

The Board had approved Vigil Mechanism/ Whistle Blower Policy. The policy has been uploaded on the Companys website i.e. www.chadhapaperslimited.com.

30) DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS Off TRIBUNAL

There has been no order passed by any authority which impact the going concern status and companys operations in future.

31) DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review:-

1) No. of complaints filed during the financial year: 0

2) No. of complaints disposed of during the year: Not applicable

3) No. of complaints pending as on end of the financial year: Not applicable

32) PARTICULARS OF REMUNERATION

The Statement of particulars of Appointment and Remuneration of Managerial personnel as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure VIII to this Annual Report.

33) DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit /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 the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e) the directors, has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

34) CORPORATE GOVERNANCE REPORT

The company is committed to maintain the highest standard of corporate governance and adhere to the corporate governance requirements set out by SEBI. Report on Corporate Governance is appended as Annexure IX.

35) AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

As per the requirements of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors certificate on corporate governance is appended as Annexure X to this Boards Report.

36) CEO / CFO CERTIFICATION

The Whole Time Director and Chief Financial Officer of the Company have certified, in terms of Regulation 17(8} of the Listing Regulations, to the Board that the financial statements present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations. A Certificate with respect to above said matter is annexed with this report as Annexure XI

37) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Your Company has laid down a detailed analysis of the Companys operational and financial performance as well as the initiatives taken by the Company in key functional areas such as Human Resources, Quality etc. is separately discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report in AnnexureXU.

38) DECLARATION SIGNED BY THE CHIEF EXECUTIVE OFFICER STATING THAT THE MEMBERS OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT.

As per the requirements of Schedule V of SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors certificate on corporate governance is appended as Annexure XHI to the Boards Report.

ACKNOWLEDGMENT

The Board places on record its appreciation for the valuable support and co-operation for the various Govt. Agencies, Bank, customers, suppliers, client, employees and shareholders and look forward to their continued support in future.

By order of the Board

For Chadha Papers Limited
Place: Noida (Amanbir Singh Sethi) (Sanmeet Singh)
Date: 30.08.2019 Whole Time Director Director
DIN-01015203 DIN-01139468