Chadha Papers Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting their 34^th Annual Report on the affairs of the company together with the Audited Statement of Accounts for the year ended 31^st March, 2024.

FINANCIAL SUMMARY

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

(Rs. In Lakhs)

	STANDALONE		CONSO LIDATED
Particulars	31/03/2024	31/03/2023	31/03/2024	31/03/2023
Total Income	61395.34	69883.41	61395.35	69883.41
Total Expenses	56321.79	61604.54	56370.42	61597.69
Profit before Exceptional Items & Tax	5073.55	8278.87	5024.93	8285.72
Less: Exceptional Items	0.00	0.00	0.00	0.00
Less: Current Tax	1859.07	718.14	1859.07	718.14
MAT Credit Reversed	0.00	0.00	0.00	0.00
Income Tax Previous Year	11.05	0.00	11.05	0.00
Deferred Tax	(525.21)	1481.08	(525.21)	1481.08
Profit/Loss after Tax before minority interest and share in profit of associate	3728.64	6079.65	3680.02	6086.50
Add: share of loss transferred to minority interest	0.00	0.00	0.00	0.00
Add: Other Comprehensive Income	(1.33)	12.82	(1.33)	12.82
Balance carried to Balance Sheet	3727.31	6092.47	3678.69	6099.32
E.P.S.	36.54	59.58	36.06	59.65

DIVIDENDAND TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The board has not declared any dividend for any of the previous years and the same has not been declared this year as well.

Further the clause regarding transfer of unclaimed dividend to IEPF account is not applicable on the company as company never declared dividend in the past years.

AMOUNTS TRANSFERRED TO RESERVES

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

CAPITAL STRUCTURE

The Authorised share capital of the Company as at 31^st March, 2024 was Rs. 1,00,00,00,000/- (Rupees Hundred Crores only) comprising of 1,05,00,000 Equity Shares of Rs.10/-eachaggregating to Rs. 10,50,00,000/-(Rupees Ten Crores Fifty Lakh Only) and 8,950,000 (Eighty-Nine Lakhs Fifty Thousand only) Preference shares of Rs. 100/- each aggregating to Rs. 89,50,00,000(Rupees Eighty-Nine Cores Fifty Lakhs only).

The issued, subscribed and paid-up share capital of the Company as at 31^st March, 2024 was 66,41,82,400/-(Rupees Sixty-Six Cores Forty-One Lakhs Eighty-Two Thousand and Four Hundred

only) comprising of 1,02,04,040 equity shares of Rs. 10/- each aggregating to Rs. 10,20,40,400/- (Rupees Ten Cores Twenty Lakh Forty Thousand and Four Hundred Only) and 5621420 (Fifty-Six Lakhs Twenty-One Thousand Four Hundred and Twenty only) 0.01% Non-Convertible NonCumulative Redeemable Preference Shares of Rs. 100/- each aggregating to Rs. 562142000 (Rupees Fifty-Six Crores Twenty-One Lakhs Forty-Two Thousand only).

Further, during the year under review the Company has not issued any kind of security including Sweat Equity shares, Employees stock option scheme, Bonus issue or Right Issue.

During the year, Board of Directors via board resolution redeem the Nos 3250000 0.01% NonConvertible Non-Cumulative Redeemable Preference Shares of Rs. 100/- each aggregating to Rs 325000000(Rupees Thirty-Two Crore Fifty Lacs), the dates of redemption of non-convertible preference share capital is 26.10.2023 and 21.01.2024 respectively

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 earned a Profit of Rs.3727.31 (Figure in lakhs) as against profit of recorded Rs. 6092.47 (Figure in Lakhs) in the previous year.

During the year under review, your Company has achieved a Total Revenue of Rs 61395.34 (Figure in lakhs) as against Rs 69883.41 (Figure in lakhs) recorded in the previous year.

The revenue from operations of the Company on consolidated basis Rs. 61395.35 (Figure in lakhs ) as against Rs 69883.41 (Figure in lakhs) recorded in the previous year. and the consolidated net profit after tax for F.Y. 2023-24 stood at Rs. 3678.69 (Figure in lakhs) as compared of Rs. 6099.32 (Figure in lakhs) for FY 2022-23.

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.

CHANGE IN NATURE OF BUSINESS

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

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).

INTERNAL FINANCIAL CONTROLS

Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the organization to maintain the standard of control systems and helps them in managing any default on timely basis because of strong reporting mechanisms followed by the company.

AUDITORS REPORT

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

STATUTORY AUDITORS

The Auditors, M/s Dhana & Associates (Formally known as Khandelia & Sharma), Chartered Accountants, (FRN:- 510525C), was appointed in the 33^rd Annual General Meeting of the Company

held in the year 2023 to hold office from the conclusion of that Annual General Meeting till the conclusion of 38^th Annual General Meeting.

Accordingly, M/s Dhana & Associates (Formally known as Khandelia & Sharma), Chartered Accountants, continued to be a statutory auditor of the Company during the year.

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. Khushwinder Kumar & Co, Cost Accountants, as the Cost auditor to conduct the Cost Audit of the Company for the Financial Year 2024-25.

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 had appointed M/s V Nagarajan & Co. (Firm Registration No. 004879N) as Internal Auditor to conduct Internal Audit of the Company for the Financial Year ended 31st March, 2024.

DISCLOSURE ABOUT SECRETARIAL AUDIT

In terms of Section 204 of The Companies Act, 2013 read applicable Rule 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 Sachin Mavi & Associates (Membership No - F11384), Company Secretaries in practice to conduct the Secretarial Audit of the Company for the Financial Year ended March 31^st 2024.

The Secretarial Audit Report for the Financial Year ended 31^st March, 2024 is given in form MR-3 as required under the companies Act, 2013, rules made there under and also amended regulation 24A of SEBI (Listing Obligations and Discloser requirements) Regulations, 2015 is annexed herewith and marked as "Annexure - I" to this report.

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

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There was no material change or commitment occurred between the end of Financial Year and the date of the report which could affect the financial position of the company.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY(S)

As on 31^st March 2024, the Company has one Subsidiaryas mentioned herein below:-

Your Company has One wholly owned unlisted subsidiaries namely Manorama Paper Mills Limited. The Company has formulated a policy on identification of material subsidiaries in accordance with Regulation 16(1)(c) of the Listing Regulations and the same is placed on Companys website at the given weblink: https://www.chadhapapers.com/policy-for-determining-material-subsidiaries/

Manorama Paper Mills Limited is not a material unlisted subsidiary company as defined under the Listing Regulations. During the year under review, there was no change in the number of subsidiary or in nature of business of subsidiaries.

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.

*Note: The information regarding Audited/Unaudited Financial Statements including Special Purpose Ind AS Standalone Financial Statements of the one wholly owned unlisted subsidiary company, is not being furnished as the same have not been made available to the Company for financial year 2023-2024. The delinquent ex-directors of the subsidiary company are having unauthorised and illegal possession of the books of account and other records of the subsidiary companies and they are not allowing access to the books of account and other records subsidiary companies. The Company being the holding company and the other Board Members of the respective subsidiaries are taking necessary actions in this regard in accordance with law as legally advised.

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)

In a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

NUMBER OF BOARD MEETINGS

During the Financial Year ended 31st March, 2024, sixteen (16) meetings of the Board were held. The complete details of meeting and the attendance of the Directors are mentioned in Corporate Governance Report.

Committee Meetings:

During FY 2023-24, various committee meetings were conducted by the Company. For details of these Committee meetings, please refer to the section on Corporate Governance of this annual report.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

During the year under review, your company has not given any loan or guarantee or made any investment pursuant to provisions of section 186 of the Act.

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 III.

The related party transactions Policy has been placed on the website of your Company https://www.chadhapapers.com/all-policies/ .

FRAUDS REPORTED BY THE AUDITORS

No fraud has been reported in their report for the financial year ended as on 31^st March, 2024 by the Auditors of the Company under Section 143(12) of the Companies Act, 2013.

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 IVto this Report.

RISK MANAGEMENT

The Company is not mandatorily required to constitute Risk Management Committee. 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.

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(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS REGARDING CORPORATE SOCIAL RESPONSIBILITY (CSR).

During the Period under review Provisions regarding Corporate Social Responsibility as contained under section 135 of the Companies Act 2013 are applicable to the Company.

However, for the year 2023-24 Corporate Social Responsibility Company triggered applicability of the Provision of Corporate Social responsibility and CSR Committee recommend the company to do CSR expenditure as per Corporate Social Responsibility Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.The Company During the Financial Year 2023-2024 spent the Rs. 6001000 (Sixty Lacs One Thousand only) The policy is available on the website of the Company at the link https://www.chadhapapers.com/all-policies/ Annexure-V

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL.

No Director was appointed or resigned during the year under review. Following are the Directors of Company as on 31^st March, 2024.

S.No	Name of Directors
1.	Mr. Amanbir Singh Sethi
2.	Mr. Sanmeet Singh
3.	Mr. Anand Sharma
4.	Mr. Naveen Saxena
5.	Mrs. Surjeet Kaur

Following are the Key Managerial Personnel of Company as on 31^st March, 2024.

1.	Mr. Amanbir Singh Sethi	Whole Time Director
2.	Mr. Mohit Agarwal	Chief Financial Officer
3.	Mr. Deepak Rastogi	Company Secretary

Mr. Khan Mohd Ubed, resigned from the post of Company Secretary & Compliance Officer of the Company from 26^th of October, 2023 and Mr. Deepak Rastogi has been appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 26^th October, 2023.

Mr. Ashwani Sharma, resigned from the post of Chief Financial Officer of the Company from 21^st August, 2023 and Mr. Mohit Agarwal has been appointed as the Chief Financial Officer of the Company w.e.f. 21^st August, 2023.

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 is maintained by the company. Accordingly, Board based on the recommendation of the Nomination and Remuneration Committee has formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy of your Company is available on companys website at the https://www.chadhapapers.com/all-policies/ .

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. https://www.chadhapapers.com/all-policies/ .

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

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

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

No complaints were received against the woman harassment at workplace during the financial year 2023-24.

Further, Company has duly complied with all applicable provisions of Sexual Harassment of women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

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 VI to this Annual Report.

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, 2024, 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, 2024 and of the Profit 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.

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 VII.

CERTIFICATE ON CORPORATE GOVERNANCE

As required by Listing Obligations and Disclosure Requirements (LODR) Regulations 2015, certificate on corporate Governance issued by Practicing Company Secretary i.e. M/s Sachin Mavi & Associates (Membership No - F11384), is enclosed as Annexure VIII to the boards report and the Observation cited in the certificate are same as given in Secretarial Audit Report (Mr-3) and Management provide same reply as given for Secretarial Audit Report (Mr-3) above.

WTD / 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 IX.

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 Annexure X.

SECRETARIAL STANDARDS

During the year under review, Company has complied all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

INDIAN ACCOUNTING STANDARDS

The financial statements for the financial year 2023-24 have been prepared in accordance with the applicable Indian Accounting Standards (IND-AS).

DECLARATION SIGNED BY THE CHIEF FINANCIAL OFFICER & WHOLE TIME DIRECTOR 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 declaration is appended as Annexure VIII to the Boards Report.

PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016.

There is no proceeding pending or no Application made under the Insolvency and Bankruptcy Code, 2016 during the year under review.

DIFFERENCE IN VALUATION IN CASE OF LOAN TAKEN FROM THE BANK OR FINANCIAL INSTITUTIONS.

During the period under review, no One Time Settlement took place between your Company and any Bank or Financial Institution. Hence, the above-mentioned provision of the act was not applicable on the Company.

ANNUAL RETURN.

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is available on Companys website at https://www.chadhapapers.com/anual-return/

ACKNOWLEDGMENT

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