Pudumjee Paper Products Ltd Directors Report

The Directors have pleasure in presenting before you the 10^th Annual Report of the Company together with the Audited Financial Statements for the year ended 31^st March, 2024. The accounts are prepared in accordance with the Companies (Indian Accounting Standards) Rule, 2015 (IND AS) prescribed under Section 133 of the Companies Act, 2013.

FINANCIAL RESULTS : (Rupees in Lakhs)

	2023-2024	2022-2023
The Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)	14,942.20	9,479.81
Less:
i) Finance cost	512.54	382.41
ii) Depreciation/Impairment	1,265.14	1,130.75
The net profit before Exceptional items and Tax	13,164.52	7,966.65
Less:
Exceptional Items	-	-
The net profit before Tax	13,164.52	7,966.65
Less:
Provision for Current Tax	3,361.00	1,990.00
Provision/(Saving) for Deferred Taxation	(10.53)	37.12
Net Profit After Tax	9,814.05	5,939.53
Add:
Other Comprehensive Income/(Expense) (Net of Tax)	191.69	(36.17)
The balance of Profit brought forward from last year	19,108.53	13,879.92
Total	29,114.27	19,783.28
Less:
Dividend Paid on Equity Shares	474.75	474.75
Transfer to General Reserve	200	200.00
Total	674.75	674.75
Balance proposed to be carried forward to next years accounts	28,439.52	19,108.53

DIVIDEND :

The Board of Directors recommends the payment of Dividend for the year ended 31^st March, 2024 at the rate of Rs. 0.60 per share. If approved, the Equity Dividend shall be paid, subject to the provision of Section 126 of the Companies Act, 2013 to those Shareholders whose names stand on the Register of Members on 06^th September, 2024.

The Dividend in respect of shares held in electronic form, will be paid to all those beneficial owners of the shares as per the details furnished by depositories for the purpose at the close of business hours on 29^th August, 2024.

OPERATIONS :

The Directors are pleased to report that once again, in quick succession to last year, the Company has registered a record performance with the turnover of Rs. 785 Crores (Rs. 759 crores last year) and with the highest EBIDTA of Rs. 149 Crores (last year Rs. 95 Crores), an EBITDA margin of 19% (13% last year). This historic performance was result of the followings:

(i) Larger quantity of paper sold by about 10%.

(ii) Increase in value addition even after considering reduction in the lower input cost and average Net Sales Realization (NSA) by about 7%.

(iii) Improvement in operating efficiency including judicious mix of fibre and other inputs, changes in product mix to deliver comparatively better value accretion.

(iv) Procurement strategy of pulp in line with the market trend. The imported pulp prices after having touched bottom in first half of the year had started moving upwards and that the trend is continuing.

(v) Improvement in performance of Hygiene Products Division which also registered a record profit.

The Company being a leader in the Specialty Paper manufacturing,

is witnessing improvement in interest for its various grades of papers which have various applications and usages in many sectors such as Food, Pharma, Decor, Packaging, Hygiene to name a few.

For all such interest and demand, the company adopts approach of mix of various inputs to deliver optimum value both to the customer and the Company. At the same time, the company is conscious of constantly improving standards of aspiring customers and consumers and, therefore, it continuously keeps on revising its offerings of product mix to not only neutralize its cost but also captures better value additions and address the need of emerging newer grades of papers.

As stated above, Hygiene Products Division improved its revenue by over 25% and EBITDA by 4% over last year. The business of the Hygiene Products Division mainly caters to Institutionalcustomers such as Business Hotels, Airports, Restaurants, Corporates etc for their needs of hygiene products comprising of tissue and other products. As the Work-From-Home (WFH) culture abated and mobility of the public improved after the Covid conditions fully receded, the business has returned nearly to its pre-Covid level with much better profitability in view of rising general awareness of consumers about hygiene and its positive impact.

Although, the plant re-location of Pune facilities to Mahad is currently on hold, the Management has internally initiated the process of assessing the extent of desired expansion at Mahad, considering requirement of large investment, high fixed costs and futuristic market potential of each grade.

TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to the provision of Sections 124 and 125 of the Companies Act, 2013, relevant amounts like unclaimed dividend etc., which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund (IEPF).

In compliance with these provisions read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred 12,31,837 shares to the Demat Account of the IEPF Authority maintained with NSDL, in respect of which dividend had remained unpaid/unclaimed for a consecutive period of 7 years or more. The details of the Shareholders whose shares transferred to IEPF Authority and procedure to claim refund of unclaimed dividend amount and shares from IEPF authority are available on the website of the Company viz: https://www.pudumjee. com/unclaimed-dividends/.

FIXED DEPOSITS :

The Company accepts fresh/renewal of fixed deposits from the public and as on 31^st March, 2024 stood at Rs. 1,312.50 Lakhs as against Rs. 1,553.15 Lakhs at the end of the previous year (i.e. Fixed Deposit Liability).

During the year, the Company has accepted/renewed such deposits aggregating to Rs. 197.10 Lakhs, and allthe deposits falling due for repayment during the year were fully repaid on maturity except unclaimed deposits numbering 42 with an amount of Rs. 19.20 Lakhs as at the end of the year.

There were no over dues on account of principal or interest on public deposits other than the unclaimed deposits as at the year end and there

have been no default in repayment of deposits or payment of interest thereon. There are no deposits which are not in compliance with the requirements of Chapter V of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS:

i. STATUTORY AUDITORS :

The Members of the Company at the 8^th Annual General Meeting re-appointed M/s. J. M. Agrawal & Company, Chartered Accountants, as Statutory Auditors for further period of five years till the conclusion of 13^th Annual General Meeting of the Company.

There is no adverse remark or qualification in the Statutory Auditors Report annexed elsewhere in this Annual Report.

The Auditors have reported that there is no fraud on or by the Company noticed or reported during the year.

ii. SECRETARIAL AUDITOR :

Pursuant to provision of Section 204 read with Section 134(3) of the Companies Act, 2013, the Board has appointed M/s. SIUT & CO LLP Practicing Company Secretaries, Pune to conduct Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year 2023-24 is annexed hereto as Annexure - 1.

There is no adverse remark or qualification in the Secretarial Audit Report.

The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.

iii. COST AUDITOR :

Pursuant to provision of Section 148 of the Companies Act, 2013, the Board has appointed Mr. Narhar K. Nimkar (Membership No. F-6493), Cost Accountants in Practice, Pune to conduct the audit of the Cost Records of the Company relating to "PAPER" for the Financial Year 2023-24. As required under the Companies Act, 2013, a resolution seeking Shareholders approvalfor the remuneration payable to the Cost Auditors forms part of Notice convening the 10^th Annual General Meeting of the Company.

DETAILS OF APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) :

In terms of provisions of the Companies Act, 2013, Mr. Surendra Kumar Bansal(DIN: 00031115), Non-Executive Non-Independent Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The details of the Directors of the Company, proposed to be re-appointed at the 10^th Annual General Meeting, as required by Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India are provided as Annexure at the end of the Notice convening the 10^th Annual General Meeting of the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, at their meeting held on 30^th January, 2024, appointed Mr. Sanjay Kumar Singh (DIN: 10168533) as an Additional Director in the capacity of Non-Executive

Independent Director of the Company, for a period of 5 years w.e.f. 30^th January, 2024 till 29^th January, 2029. The said appointment of Mr. Singh as an Independent Director was approved by the Members of the Company by way of a PostalBallot on 13^th March, 2024 in accordance with the provisions of the Companies Act, 2013 & Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the applicable provisions of the Companies Act, 2013 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also confirming that they are not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.

The Board of Directors is of the opinion that the Independent Directors holds the highest standard of integrity and possess necessary expertise and experience including proficiency in the field in which the Company operates.

MEETINGS :

During the year 4 Board Meetings and 4 Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The Board of Directors has constituted the Corporate Social Responsibility Committee of the Company comprises of Mr. Nandan Damani, Chairman of the Committee and Non-Executive Independent Director, Mr. Vinod Kumar Beswal, Non-Executive Independent Director, Mr. Basant Kumar Khaitan, Non-Executive Independent Director, Mr. Surendra Kumar Bansal, Non-Executive Non-Independent Director and Mr. Ved P. Leekha, Non-Executive Non-Independent Director. The major role of this Committee is to formulate, recommend, implement and monitor the CSR policy, activities to be undertaken by the Company and to meet/contribute expenditure towards its recommended Corporate Social Responsibility objectives. This Committee carried out the CSR Activities pursuant to section 135 read with Schedule VII of the Companies Act, 2013 as amended from time to time and as per the CSR policy of the Company.

During the year, the Company was required to spent amount of Rs. 114 Lakhs in accordance with section 135(1) of the Companies Act, 2013 however the Company has spent Rs.122.70 Lakhs on the CSR Projects recommended/approved by the CSR Committee and the Board of Directors of the Company, exceeding the required amount by Rs. 8.70 Lakhs.

The CSR Policy of the Company is available on the website of the Company viz: https://www.pudumjee.com/wp-content/uploads/2015/03/PPPL-

Corporate-Social-Responsibility-Policy-4.pdf.

The other relevant disclosures as stipulated under the Companies (Corporate SocialResponsibility Policy) Rules, 2014 are given in Annexure-2.

PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) :

Particulars of loan(s) given, investment(s) made, guarantee(s) given and securities provided along with the purpose are provided in Annexure-3 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

A policy on Related Party Transactions has been adopted by the Board of Directors at its meeting held on 14^th November, 2015 for determining the materiality of transactions with related parties and dealings with them. The said policy is available at the Companys website at http:// www.pudumjee.com/wp-content/uploads/2019/03/Policy-on-Related- Party-Transactions.pdf. The Audit Committee reviews all related party transactions quarterly and also as and when felt necessary.

Pursuant to Sections 134 (3), 188 (1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC -2 are provided as Annexure-4.

ANNUAL EVALUATION OF PERFORMANCE OF BOARD DIRECTOR(S) AND COMMITTEE(S) :

As required under Companies Act, 2013, a meeting of the Independent Directors was held on 30^th January, 2024 to evaluate the performance of the Non-Independent Directors, wherein the evaluation of performance of the Non-Independent Directors, including the Chairman and also of the Board as a whole was made, against pre-defined and identified criteria.

The criteria for evaluation of the performance of the Independent Directors, Chairman and the Board, was finalized by the Nomination and Remuneration Committee in its meeting held on 22^nd January, 2016, the said committee has carried out evaluation of the performance of every Director. The said criteria is available at the Companys website at http://www.pudumjee.com/wp-content/uploads/2015/03/Policy-on- Evaluation-of-Performance-of-Directors.pdf. The Board of Directors at their meeting held on 30^th January, 2024 has evaluated the performance of Independent Directors. The performance of the Committee was also generally discussed and evaluated.

While evaluating, the principles and guidelines issued vide master circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 of Securities Exchange Board of India dated 11^th July, 2023 on Board Evaluation have been taken into account.

FAMILIARISATION PROGRAMME :

The details of programmes for familiarisation of Independent Directors with the Company is available at the Companys website at https://www. pudumjee.com/wp-content/uploads/2015/03/PPPL-Familiarisation- Programme-for-Independent-Directors.pdf.

RISK MANAGEMENT POLICY :

In accordance with the requirements of the Act, the Company has adopted and implemented a Risk Management Policy for identifying risks to the Company, procedures to inform Board members about

the risk assessment & minimization procedures, monitoring the risk management plan, etc.

VIGIL MECHANISM/WHISTLE BLOWER MECHANISM :

The Company promotes ethical behavior in all its business activities and has established a vigil mechanism for Directors and Employees to report their genuine concerns.

Pursuant to Section 177 of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy "Vigil Mechanism/Whistle Blower Policy", wherein the Employees/Directors/ Stakeholders of the Company are free to report any unethical or improper activity, actual or suspected fraud or violation of the Companys Code of Conduct. This mechanism provides safeguards against victimization of Employees, who report under the said mechanism. During the year under review, the Company has not received any complaint under the said mechanism. The said policy is available at the Companys website at http://www.pudumjee.com/policy/.

PARTICULARS OF EMPLOYEES :

As required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the statement giving required details is given in the Annexure-5 and 5A to this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

An Internal Complaints Committee (Sexual Harassment Committee) has been constituted, under the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to deal with the complaints, if any, from the Company and other Companies in the Pudumjee Group.

During the year under review, there was no complaint of discrimination and harassment (including SexualHarassment) received by the Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO :

As required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed as Annexure-6 to this Report.

REPORT ON CORPORATE GOVERNANCE :

Your Companys philosophy on Corporate Governance, sets the goal of achieving the highest level of transparency with integrity in all its dealings with its Stakeholders including Shareholders, Employees, Lenders and Others. A report on Corporate Governance along with a Certificate from the practicing Company Secretary regarding the Compliance of Conditions of Corporate Governance as stipulated

under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as Annexure-7.

MATERIAL CHANGES AND COMMITMENTS, IF ANY:

There are no adverse material changes or commitments that occurred after 31^st March, 2024, which may affect the financial position of the Company or may require disclosure.

ANNUAL RETURN :

Pursuant to the provisions of Companies Act, 2013, draft of Annual Return for the financial year 2023-24 is available on the website of the Company at https://www.pudumjee.com/wp-content/ uploads/2014/09/PPPL-Draft-Annual-Return-Form-MGT-7-2023-2024. pdf.

REMUNERATION POLICY :

In accordance with the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated remuneration policy which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors. The said policy may be referred to, at the Companys website i.e., https://www.pudumjee.com/policy/ and is annexed hereto and marked as Annexure-8.

SIGNIFICANT AND MATERIAL ORDERS :

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

DIRECTORS RESPONSIBILITY STATEMENT :

The Directors confirm that:

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

b) the Directors 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 profits of the company for that period;

c) the Directors have 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) the Directors have prepared the annualaccounts on a going concern basis; and

e) the Directors have laid down internalfinancialcontrols to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

The Directors also wish to place on record their deep sense of appreciation for the dedication and contribution made by employees at all levels and look forward to their support in future as well.

ACKNOWLEDGEMENTS :

Your Directors would like to express their sincere appreciation of the positive co-operation received from the Bankers, Customers, Vendors and Investors of the Company for their continued support during the year.

ANNEXURE - 2

THE ANNUAL REPORT ON CSR ACTIVITIES

1. Brief outline on CSR Policy of the Company: The Company believes in the CSR activities through collaboration. The Company would always like to help the entities that are in the area of social service. The entities could be Trusts which have established track record in the activities like M. P. Jatia Charitable Trust, Mumbai which has an established track record of social service. The CSR activities to be carried out by the Company through an eligible trust(s) are as under; a) Promoting Education b) Environment c) Vocational Development; d) Setting up and/or maintaining old age homes/orphanage and supplementing nutrition and other essentials for underprivileged people e) Development of Rural Infrastructure f) Poverty Alleviation and g) Any other activity permissible under Schedule VII of the Companies Act, 2013.

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 Mr. Nandan Damani	Chairman / Non-Executive Independent Director	1	1
2 Mr. Vinod Kumar Beswal	Member / Non-Executive Independent Director	1	1
3 Mr. Basant Kumar Khaitan	Member / Non-Executive Independent Director	1	1
4 Mr. Surendra Kumar Bansal	Member / Non-Executive Non-Independent Director	1	1
5 Mr. Ved P. Leekha	Member / Non-Executive Non-Independent Director	1	1

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company: https://www.pudumjee.com/wp-content/uploads/2015/03/PPPL-Corporate-Social-Responsibility-Policy-4.pdf

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable: Not Applicable

5. (a) Average net profit of the Company as per section 135(5): Rs. 5,692.47 Lakhs

(b) Two percent of average net profit of the Company as per section 135(5): Rs. 114.00 Lakhs

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Not Applicable

(d) Amount required to be set off for the financial year, if any: Nil

(e) Total CSR obligation for the financial year [(b)+(c)-(d)]: Rs. 114.00 Lakhs

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): Rs. 122.70 Lakhs

(b) Amount spent in Administrative Overheads: Nil

(c) Amount spent on Impact Assessment, if applicable: Not Applicable

(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: Rs. 122.70 Lakhs

(e) CSR amount spent or unspent for the Financial Year:

Total Amount Spent	Amount Unspent (Rs. in Lakhs)
for the Financial Year. (Rs. in Lakhs)	Total Amount transferred to Unspent CSR Account as per subsection (6) of Section 135.	Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of Section 135.
	Amount. Date of transfer.	Name of the Fund Amount. Date of transfer.
122.70	- -	- - -

(f) Excess amount for set off, if any

Sl. No. Particular	Amount (Rs. in Lakhs)
(1) (2)	(3)
(i) Two percent of average net profit of the company as per sub-section (5) of section 135	114
(ii) Total amount spent for the Financial Year	122.70
(iii) Excess amount spent for the Financial Year [(ii)-(i)]	8.70
(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)]	8.70

7. Details of Unspent CSR amount for the preceding three financial years: Not Applicable

1 2	3	4	5	6	7	8
Sl. No. Preceding Financial Year(s)	Balance Amount in Unspent CSR Account under subsection (6) of section 135 (in Rs.)	Balance Amount in Unspent CSR Account under subsection (6) of section 135 (in Rs.)	Amount Spent in the Financial Year (in Rs.)	Amount transferred to a Fund as specified under Schedule VII as per second proviso to sub-section (5) of section 135, if any Amount Date of (Rs. in Lakhs). transfer.	Amount remaining to be spent in succeeding Financial Years (in Rs.)	Deficiency, if any
1. FY-1
2. FY-2
3. FY-3
Total

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: Not Applicable

O Yes O No

If Yes, enter the number of Capital assets created/ acquired:

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
(1) (2)	(3)	(4)	(5)	(6)
CSR Registration Name Registered Number, if Address applicable

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per subsection (5) of section 135: Not Applicable

PARTICULARS OF LOANS GIVEN, GUARANTEES/ INVESTMENTS MADE DURING THE FINANCIAL TEAR 2023-24

Nature of	Name of the person or body corporate to whom it is	Amount of loan/	Rate of		For acquisitions
transaction (whether loan / guarantee/ security/ acquisition)	made or given or whose securities have been acquired (Listed/Unlisted entities)	security/acquisition/ guarantee (in Rs.)	interest For loans p.a.	Number and kind of securities	Nature of Securities	Cost of acquisition, If any (In Rs. Per Share/Units)	Selling price, Per Unit If any (In Rs. Per Share/Units)
ICDs Given (Loan)	Lloyds Steels Industries Limited	15.00. 00.000	11.00%	NA	NA	NA	NA
	Waterfield Properties Private Limited	20.00. 00.000	15.00%	NA	NA	NA	NA
		(20,00,00,000)
Investments Made	Mirae Asset Cash Management Fund- Direct Plan Growth	5,00,00,000	-	-	Mutual Fund Units	-	-
		(5,00,00,000)	-	-		-	-
	Aditya Birla Sunlife Liquid Fund - Growth - Direct Plan	80,00,00,000	-	-	Mutual Fund Units	-	-
		(18,35,12,769)	-	-		-	-
	Nippon India Liquid Fund - Direct Plan Growth Plan -	1,06,50,00,000	-	-	Mutual Fund Units	-	-
	Growth Option	(23,78,55,120)	-	-		-	-
	HSBC Liquid Fund - Direct Growth	36,50,00,000	-	-	Mutual Fund Units	-	-
		(15,01,27,130)	-	-		-	-
	Kotak Liguid Fund- Direct Growth	87,00,00,000	-	-	Mutual Fund Units	-	-
		(22,37,76,595)	-	-		-	-
	AFSLMLD Series 21 - 31-1 -25	1,95,94,290	-	-	Market Linked Debentures	-	-
		(1,95,94,290)	-	-		-	-
	Hinduja Leyland Finance Ltd-NCD-17-9-24	4,93,57,249	-	-	Non Convertible Debenture	-	-
		(4,93,57,249)	-	-		-	-
	NFL Home Finance Ltd - NCD- 27-07-24	5,00,89,323	-	-	Non Convertible Debenture	-	-
		(5,00,89,323)	-	-		-	-
	Performance Chemiserve Ltd SR 1 9.75 NCD	2,01,19,090	-	-	Non Convertible Debenture	-	-
		(2,02,57,994)	-	-		-	-
	Nuvama Crossover Opportunities Fund- III	15,00,000	-	-	Alternative Investment Fund	-	-
		(54,99,633)	-	-		-	-
	NFL Special Opportunities Fund -11	2,00,53,718	-	-	Alternative Investment Fund	-	-
		(2,00,53,718)	-	-		-	-

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (FORM AOC-2)

(Pursuant to clause (h) of Section 134(3) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.)

1. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARMS LENGTH BASIS:

a) Name(s) of the related parties and nature of relationships	AMJ Land Holdings Limited	a related party under Section 2(76)(v).
b) Nature of contracts/ arrangements/ transaction	Arrangements for providing the Common Services (such as telephone, electricity, Computer etc.) at cost basis.	Leave and License Agreement for accepting portion approximately 29 acres of land located at Thergaon, Pune - 411033	Leave and License Agreement to obtain portion of office premises at Mezzanine Floor, 60, Jatia Chambers, Dr. V. B. Gandhi Marg, Mumbai - 400 001.
c) Duration of the Contracts/ arrangements/ transactions	Continuous arrangement.	01st February, 2021 to 31st January, 2026.	01st January 2022 to 31st December, 2024.
d) Salient terms of contracts or arrangements or transactions including the value if any	1) Monetary value: Rs. 15.34 Lakhs (including GST) financial year 2023-24. 2) Nature, material terms and particulars of arrangement: To provide Common Services (such as telephone, electricity, computer, etc.) on cost basis.	1) Monetary value: Rs. 148.68 Lakhs (including GST) for Financial Year 2023-24. 2) Nature, material terms and particulars of arrangement: The licensee shall bear and pay all the maintenance charges and other outgoings including all rates, taxes and electricity bills etc. as per terms and conditions of Leave and License Agreement.	1) Monetary value: Rs. 10.62 Lakhs (including GST) for Financial Year 2023-24. 2) Nature, material terms and particulars of arrangement: The licensee shall bear and pay all the maintenance charges and other outgoings including all rates, taxes and electricity bills etc. as per terms and conditions of Leave and License Agreement.
e) Justification for entering into such contracts or arrangements or transactions	To provide common services to AMJ Land Holdings Limited in mutual interest, for continuance of their day to day commercial operations.	Pursuant to Scheme of Arrangement & Reconstruction (Demerger) the Company had taken abovementioned Land on Leave and License basis for a period of 5 years w.e.f. 01st February, 2016 which period had expired on 31st January, 2021 and the Company renewed the same arrangement for a further period of 5 years with revised terms and conditions	The spare space available with the AMJ Land Holdings Limited is utilized in mutual interest, by the Company for continuance of its day to day commercial operations.
f) Date(s) of approval by the Board	12th June, 2020	12th June, 2020	30th October, 2021
g) Amount paid as advances if any	NIL	NIL	NIL
h) Date on which the ordinary resolution was passed in general meeting as required under first proviso to Section 188	20th August, 2020.	20th August, 2020.	N.A.

 

II. a) Name(s) of the related parties and nature of relationships	3P Land Holdings Limited, a related party under Section 2(76)(v).
b) 3P Land Holdings Limited, a related party under Section 2(76)(v).	Arrangements for providing the Common Services (such as telephone, electricity, Computer etc.) at cost basis.	Leave and license Agreement for accepting portion approximately 4.6 acres of land located at Thergaon, Pune- 411 033 for the purpose of carrying of business
c) 3P Land Holdings Limited, a related party under Section 2(76)(v).	Continuous arrangement.	01st February, 2021 to 31st January, 2026.
d) 3P Land Holdings Limited, a related party under Section 2(76)(v).	1) Monetary value: Rs. 2.76 Lakhs (including GST) for FinancialYear 2023-24. 2) Nature, material terms and particulars of arrangement: To provide Common Services (such as telephone, electricity, computer, etc.) on cost basis.	1) Monetary value: Rs. 29.74 Lakhs (including GST) for Financial Year 2023-24. 2) Nature, material terms and particulars of arrangement: The licensee shall bear and pay all the maintenance charges and other outgoings including all rates, taxes and electricity bills etc. as per terms and conditions of Leave and License Agreement.
e) 3P Land Holdings Limited, a related party under Section 2(76)(v).	To provide common services to the 3P Land Holdings Limited in mutual interest, for continuance of their day to day commercial operations.	Pursuant to Scheme of Arrangement & Reconstruction (Demerger) the Company had taken abovementioned Land on Leave and License basis for a period of 5 years w.e.f. 01st February, 2016 which period was expired on 31st January, 2021 and the Company renewed the same arrangement for a further period of 5 years with revised terms and conditions.
f) 3P Land Holdings Limited, a related party under Section 2(76)(v).	12th June, 2020	12th June, 2020
g) 3P Land Holdings Limited, a related party under Section 2(76)(v).	NIL	NIL
h) 3P Land Holdings Limited, a related party under Section 2(76)(v).	20th August, 2020	N.A.

 

III. a) Name(s) of the related parties and nature of relationships	Biodegradable Products India Limited, a related party under Section 2(76)(v).
b) Nature of contracts/arrangements/transaction	Arrangements for providing the Common Services (such as telephone, electricity, Computer etc.) at cost basis.
c) Duration of the Contracts/arrangements/ transactions	Continuous arrangement.
d) Salient terms of contracts or arrangements or transactions including the value if any	1) Monetary value: Rs. 1.25 Lakhs (including GST) for Financial Year 2023-24. 2) Nature, material terms and particulars of arrangement: To provide Common Services (such as telephone, electricity, computer, etc.) on cost basis.
e) Justification for entering into such contracts or arrangements or transactions	To provide common services to the Biodegradable Products India Limited in mutual interest, for continuance of their day to day commercial operations.
f) Date(s) of approval by the Board	21 st, May, 2022
g) Amount paid as advances if any	NIL
h) Date on which the ordinary resolution was passed in general meeting as required under first proviso to Section 188	N.A.

2. DETAILS OF MATERIAL CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS AT ARMS LENGTH BASIS: NOT APPLICABLE

ANNEXURE - 5

INFORMATION AS PER SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014 AND FORMING PART OF THE

DIRECTORS REPORT FOR THE YEAR ENDED 31st MARCH, 2024.

Name & Age (Years)	Designation/ Nature of Duties	Remuneration		Qualification	Date of commencement of employment	Last employed
		Gross ?	Net ?	& Experience (Years)		Name of the organisation	Position held
Mr. Arunkumar Mahabirprasad Jatia (61)	Executive Chairman	5,38,65,188	3,37,54,910	B.S. (Finance & Business Economics) (40)	01.08.2018	AMJ Land Holdings Limited	Executive Chairman (upto 31.07.2018)
Dr. Ashok Kumar (68)	Executive Director	1,32,37,051	91,56,415	M.E. (Chemical) Ph.D (43)	06.02.2015*	AMJ Land Holdings Limited	Director

Notes:-

(1) Gross remuneration as shown above includes salary, commission/performance incentive Companys contribution to Provident fund/ Superannuation fund and Value of medical and other facilities but excludes provision for gratuity. Net remuneration is arrived at after deduction of Income Tax.

(2) The nature and conditions of employment are non contractual. The employees were whole-time Directors of the Company during the year.

(3) There is no employee drawing remuneration in excess of the remuneration drawn by the Whole time Director/Executive Director and who holds himself or along with his/her spouse and dependent children not less than two per cent of the equity shares of the Company.

(4) *With AMJ Land Holdings Limited (before Demerger).

(5) None of the above employees are related to each other.

STATEMENT SHOWING THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION

AND SUCH OTHER DETAILS.

NUMBER OF PERMANENT EMPLOYEES OFTHE COMPANY AS ON 31.03.2024 : 633

Sr. No. Name of the director Chief Financial Office r.Chief Executive Officer, Co m pany Secretary	Designation	Remuneration of each director Chief Financial Office r.Chief Executive Officer, Company Secretary (inINR)	Median remuneration of the employees (in INR)	Ratio for the financial year between D and E	Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Co m pany Secretary in the financial year	Percentage increase in the median remuneration of employees in the financial year	Average percentile increase already made in the salaries of employees other than the managerial personnel	Percentile increase in the managerial remuneration
A B	C	D	E	F	C	H	1	]
1 Mr. Arunkumar Mahabirprasadjatia	Executive Chairman	5,38,65,188		85	9.94			9.94
2 Dr. Ashok Kumar	Executive Director	1,32,37,051		21	Nil			-
3 Mr. El. P. Birla	Chief Financia Officer	30,33,000		5	Nil
4 Mr. Vinay Jadhav	Company Secretary	14,97,698		2	Nil			-

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:

Information as per Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and forming part of the Directors Report for the year ended 31^st March, 2024.

A. CONSERVATION OF ENERGY:

i) Steps taken for utilizing alternate sources of energy:

¦ Procured 4198 MVAh power from Wind Power equivalent to 5.06% of total power requirement.

¦ Procured 6840 MVAh power from Solar Power Plant equivalent to 8.25% of total power requirement.

¦ Generated 3379 MVAh power from Cogeneration power (self) equivalent to 4.07% of total power requirement.

ii) Impact of measures taken:

Marginal reduction in Power Consumption, amongst others, by optimization of Paper Machines.

iii) Capital Investment on energy conservation equipments:

¦ Recoating and Grinding of two Paper Machines.

¦ Energy conservation is being implemented through the installation of energy saving devices such as efficient pumps, LED lights and Motors wherever feasible.

B. TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION:

(a) Efforts made in brief towards Technology absorption, adaptation and Innovation	(a) Installation of White Water Filtration System (Bellmer - Turbo Drain Recovery - TDR).
	(b) Replacement of Thermocompressor at Paper Machines.
	(c) Replacement of Obsolete L&T incomer ACB with new series.
	(d) Installation of Ultra Filteration upstream of Demineralizing Plant.
	(e) Retro fitment of obsolete 22KV MOCBs with VCB Breakers.
(b) Benefits derived as a result of the above results	Rs. 30 Lakhs p.m. (Approx. estimated)
(c) Details of Imported Technology:
a) Details of Technology Imported:	White Water Filtration System (Bellmer - Turbo Drain Recovery - TDR).
b) The year of import:	2023-2024
c) Whether the technology been fully absorbed:	Technology has been fully absorbed and benefits achieved.
(d) Expenditure incurred on Research and Development	Rs. 62.91 Lakhs.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange earned and used were Rs.1,378.81 Lakhs and Rs.29,160.88 Lakhs, respectively