Ruchira Papers Ltd Directors Report.

We are delighted to present report of directors on our business and operations for the year ended 31st March, 2021.

FINANCIAL RESULTS:

The Companys financial performance for the year ended 31st March 2021 is summarized below:

S. No Particulars 2020-21 2019-20
I Revenue from Operations (Net of Taxes) 41542.07 48101.40
II Other Income 124.48 153.86
III Total Revenue (I+II) 41666.55 48255.26
IV Expenses
Cost of materials consumed 28589.80 32273.88
Changes in inventories of finished goods, work-in-progress and stock-in- trade 582.69 529.39
Employee benefits expense 4218.86 4647.15
Finance Cost 580.55 686.09
Depreciation and amortization expense 1378.59 1371.99
Other expenses :
i) Manufacturing Expenses 4857.07 5364.56
ii) Selling, Distribution and Establishment expenses 840.87 880.12
Total expenses 41048.43 45753.18
V Profit before exceptional and extraordinary items and tax (III-IV) 618.12 2502.08
VI Exceptional items -- (11.53)
VII Profits before extraordinary items and tax (V-VI) 618.12 2513.61
VIII Extraordinary items (Net of Tax Expense) -- --
IX Profits Before Tax 618.12 2513.61
X Tax Expenses
1) Current Tax 93.37 630.01
2) Deferred Tax 25.27 (853.82)
XI Net Profit for the period 499.48 2737.42
Xll Other Comprehensive income/(loss)
Items that will not be reclassified to profit or (loss)
Re-measurement of net defined benefits plans 76.55 (77.12)
Income tax related to these items 19.27 (19.76)
Total comprehensive income 556.76 2680.06
Paid-up equity share capital 2425.18 2425.18
Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year 24588.32 24031.55
Earnings per equity share of H 10/- each
Basic 2.06 11.29
Diluted 2.06 11.29

CORPORATE OVERVIEW:

The Company is engaged in the business of manufacturing of Kraft Paper and Writing & Printing Paper. The Kraft Paper is being manufactured by using waste paper and agriculture residues, such as Bagasse, wheat straw, sarkanda etc.

The Writing and Printing Paper is being manufactured by using agricultural residues, such as wheat straw, Baggase, sarkanda, Softwood Pulp and other fillers. The company has made proactive investments in chemical recovery, effluent treatment and power co-generation plants on the one hand and the consumption of renewable agro-based raw material on the other. Our Tagline "committed to the earth" reflects our commitment.

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE AND OPERATIONS:

During the FY 21 the Company achieved total production of 123974 MT as against production of 134048 MT in FY

20. The Production of the Kraft Paper Unit was 81709

MT as against production of 82453 MT in FY 20. The production of Writing and Printing Paper was 42265 MT as against production of 51595 MT in FY 20. For FY 2021, total revenue of the Company stood at H41542.07 Lakh as compared to H48101.40 Lakhs in FY 20. EBITDA stood at

H2452.79 Lakh in FY21 as compared to H 4406.28 Lakh in

FY20. The revenue sharing between Writing and Printing Paper & Kraft Paper was at 46.75% and 53.25% respectively. During FY 21, the revenue was decline on account of decrease in production of writing and printing paper unit due to Lockdown Imposed by Central Government. Further Average Net Sales Realizations of Writing and Printing

Paper also declined due to market sluggishness. The NSR of Writing and Printing Paper declined from H 54115/- PMT in FY 20 to H45769/- PMT in FY 21. Whereas the NSR of

Kraft Paper increased from H23676/- PMT in FY 20 to

H26883/- PMT in FY 21. The decline in the companys performance was largely on account of the setback in the writing & printing paper segment. In this segment, output was around 82% of what had been achieved in the previous financial year; realizations were 15.42% less of what had been achieved in FY20. The accelerated outbreak of

Coronavirus (Covid-19) across the globe and in India, has substantially disrupted the economic activities with high uncertainty.

INDIAN ACCOUNTING STANDARDS (IND AS):

The financial results for the year ended 31st March 2021 have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013.

DIVIDEND:

Based on the Companys performance, The Board of

Directors are pleased to recommend dividend of H 1/- per equity share for the financial year ended 31st March 2021 (Previous year- Nil). The dividend payout is subject to approval of members at the ensuing Annual General

Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on close of business hours on Tuesday, 21st September 2021; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities

Depository Limited and Central Depository Services (India) limited, as beneficialowners as on that date. The payment of such dividend will be made on or after Monday, 11th

October 2021.

TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriations.

EXPANSION:

During the year under review, no major expansion undertaken by the company. The Company has implemented its modernization and upgradation programme by modifying the existing size press with the installation of new film size press, replacement of power turbine with higher efficiency, up gradation of recovery boiler and ETP up gradation having capex of H44 Crore (approx.).

CREDIT RATING:

During the year under review, the facility wise credit rating is as under:

Facilities Rating
Long Term Bank Facilities CRISIL BBB+/STABLE
Short Term Bank Facilities CRISIL A2 (Reaffirmed)

CHANGES IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the financial year ended 31st March

2021. Further there have been no material changes and commitments affecting financial position of the Company from the end of financial year till the date of this report.

SHARE CAPITAL AND LISTING OF SHARES:

During the year under review, there is no change in paid up capital of the Company. The Board of Directors of the Company at their meeting held on 12th February 2021 has approved the issuance of 28,80,000 Share

Warrants Convertible into equity shares to the Promoter and Promoters Group. The shareholders approval has been obtained through postal ballot on dated 22nd March 2021. Thereafter the allotment of Share Warrants was completed on 5th April 2021 after obtaining required In-principle approvals from BSE and NSE. The equity shares of the Company are listed at "Bombay Stock Exchange (BSE)" and "National Stock Exchange of India (NSE)".

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors consists of Nine (9) Directors, out of which Four (4) are Executive Director and Five (5) are

Independent Directors including One (1) Woman Director.

Mr. Umesh Chander Garg, Director retiring by rotation and being eligible, offered himself for re-appointment at the ensuing Annual General Meeting.

The term of office of Sh. Vipin Gupta as Whole Time Director shall expire on 31st October 2021. The Board of Directors on the recommendation of the Nomination and Remuneration committee and Audit Committee has recommended his re-appointment for the further period of 5 years w.e.f 01st November 2021 subject to approval of the Shareholders in the ensuing Annual General Meeting through Special Resolution.

During the period under review, Sh. Subhash Chander Garg was re-appointed as Whole Time Director, Sh. Umesh Chander Garg was re-appointed as Managing Director and Sh. Jatinder Singh was re-appointed as Whole Time

Director of the Company by the members at the 40th

Annual General Meeting of the Company held on 25th September 2020 to hold office for five years commencing from 01st September 2020 till 31st August 2025, with their period of office liable to determination by retirement rotation.

Independent Directors have given declarations that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with schedules and rules issued as well as Regulation 16(1)(b) of Listing Regulations.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS:

In terms of applicable provisions of the Companies Act, 2013 read with Rules framed there under and provisions of Listing Regulations and on the recommendation of

Nomination and Remuneration Committee, the Board of

Directors has put in place a process to formally evaluate the effectiveness of the Board, its Committees along with performance evaluation of each Director carried out on an annual basis. Accordingly, the annual performance of the Board, its committees and each director was carried out for the Financial Year 2020-21. The Independent Directors in their separate meeting held on 17th March 2021 have reviewed the performance of non-independent directors, Chairman and Board as a whole along with review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same. Further the Board, at its meeting held on 18th June 2021 also reviewed the performance of the Board, its committees and all Individual

Directors of the Company and expressed its satisfaction over the performance of the Board, its Committees and individual Directors. Furthermore Board is of the opinion that Independent directors of the company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.

Criteria for evaluation of individual Directors include aspects such as professional qualifications, prior experience, especially experience relevant to the Company, knowledge and competency, fulfillment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, independence and guidance/ support to management outside Board/

Committee Meetings. In addition, the Chairman is also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders interests in mind and effectiveness as Chairman.

Criteria for evaluation of the Committees of the Board include mandate and composition; effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information; independence of the Committee from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relationship of the Committee with the Board and management.

In terms of the Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company as on 31st March 2021:

1. Mr. Subhash Chander Garg - Chairman & Whole Time

Director

2. Mr. Jatinder Singh - Co Chairman & Whole Time

Director

3. Mr. Umesh Chander Garg- Managing Director

4. Mr. Vipin Gupta- CFO & Executive Director

5. Mr. Vishav Sethi- Company Secretary & Compliance Officer

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Companys procedures and practices. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at http:// www.ruchirapapers.com/investors.html.

PUBLIC DEPOSITS:

The Company has not accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) for the time being in force) and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of Balance Sheet.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Ventures or Associate Company as on 31st March 2021.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your company, risk management systems and other material developments during the Financial Year 2020-21.

CORPORATE GOVERNANCE:

Your Company continues to be committed to good

Corporate Governance aligned with good practices. A separate report on Corporate Governance along with Auditors Certificate on compliance with the Corporate Governance as stipulated in Regulation 34 of the Listing Regulations forms an integral part of this Annual Report.

HUMAN RESOURCE MANAGEMENT:

Our Employees are most valuable assets of the Company. We encourage innovation, meritocracy and the pursuit of excellence. We have setup a scalable recruitment and human resources management process, which enables us to attract and retain employees. Cordial employee relations were maintained throughout the year in the Company. The directors express their appreciation for the contribution made by employees to operations of the Company during the year.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company has constituted an independent Corporate Social Responsibility Committee pursuant to section 135 of the Companies Act, 2013.

Companys Philosophy:

The Companys CSR philosophy is based on the belief that a successful business can develop only by creating a prosperous society around. Reaching out to deprived communities is part of the Companys vision and its CSR initiatives aim at supplementing government endeavors to help the citizens in the vicinity to achieve better living standards and good quality of life. The Company has been engaging with civil society, public at large through dissemination of its CSR initiatives.

The Company would also undertake other need based initiatives in compliance with Schedule VII of the Act.

Corporate Social Responsibility Policy:

The Company has adopted a Corporate Social

Responsibility Policy as required under section 135 of the Companies Act, 2013 for the activities covered under Schedule VII of the Act. The CSR Policy may be accessed on the Companys website at the link: http:// www. ruchirapapers.com/investors.html.

The Annual Report on CSR activities is annexed herewith marked as Annexure I.

RISK MANAGEMENT:

Your Directors continually evaluate the risks faced by the

Company which could affect its business operations or threaten its existence. The Company takes appropriate risk containment measures and manages the same on an ongoing basis. The Company has adopted a Risk

Management Policy pursuant to Section 134 of the Act.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Directors have laid down internal financial controls to be followed by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and the completeness of the accounting records and the timely preparation of reliable financial information. During the year, such controls were tested and noat reportable material weakness in the design or operation were observed.

EMPLOYEE STOCK OPTION SCHEME:

At present, the Company is not having any Employee Stock

Option Scheme.

INSURANCE:

The assets of Company are adequately insured against loss of fire, riot, earthquake, flood which are considered necessary by the Management.

AUDITORS AND AUDITORS REPORT:

Pursuant to provisions of Section 139 of the Companies

Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, at the 38th Annual General Meeting held on 28th September 2018, M/S Subhash Sajal & Associates, Chartered Accountant (Registration No. 018178N) were re-appointed as Statutory Auditors of the Company to hold until the conclusion of 43rd Annual General Meeting office at such remuneration and out of pocket expenses, as shall of the be Company. The Ministry of Corporate Affairs has vide notification dated 7th May 2018 obliterated the requirement of seeking of Members ratification Statutory Auditors.

AUDITORS REPORT:

M/S Subhash Sajal & Associates, Chartered Accountants, Statutory Auditors of the Company have submitted Auditors Report on the financial statement of the Company for the

Financial Year ended 31st March 2021. The Report given by the Auditors on the financial statement of the Company is part of the Annual Report. The Auditors Report for the financial year ended 31st March 2021 does not contain any qualification, reservation or adverse remark(s).

COST-AUDITORS:

Maintenance of Cost Records as specified by Central Government under sub section (1) of section 148 of

Companies Act, 2013 is applicable to the company and accordingly such accounts and records are made and maintained by the Company.

The Board of Directors of your Company, on the recommendations made by the Audit Committee at its meeting held on 18th June 2021 has approved the reappointment of M/s Sanjay Kumar Garg & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2021-22. The remuneration proposed to be paid to the Cost Auditor, subject to your ratification the ensuing Annual General Meeting is H70,000/- (Seventy

Thousand Only) excluding taxes and out of pocket expenses, if any. The appointment of the Cost Auditor has been intimated to the Central Government.

The Cost Audit report for the Financial Year 2019-20 has been filed by the Cost Auditors with the Ministry of Corporate Affairs, Government of India. Whereas Cost Audit Report for the Financial Year 2020-21 will be submitted by Cost-Auditors with Ministry of Corporate etc. Affairs with in prescribed time. and other risks

SECRETARIAL AUDITOR:

M/S. M. Kumar & Associates, Practicing Company Secretary had been appointed as Secretarial Auditors by the Board of Directors to conduct Secretarial Audit for the financial year 2020-21. The Secretarial Audit Report for the financial year ended 31st March 2021 is annexed herewith marked as Annexure II to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark(s).

As per amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in addition to the above mentioned Secretarial Audit Report, listed company is also required to obtain an Annual Secretarial Compliance Report from a Practicing Company Secretary w.r.t the compliances of all applicable SEBI Regulations, amendments, circulars or guidelines etc. by the Company.

Accordingly, the same has been obtained and filed with the concerned Stock Exchanges.

INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the Company has transferred an unpaid interim dividend of H 1,02,862/- related to FY 2012-13 to the Investor Education and Protection

Fund on dated 15th May 2020. Furthermore, in terms of Section 124(6) of the Companies Act, 2013 read with

Rule 6 of the Investor Education and Protection Fund

Authority (Accounting, Audit, Transfer and Refund) Rules,

2016, (as amended from time to time) shares on which dividend remains unpaid or unclaimed for a period of seven consecutive years or more shall be credited to the

Demat Account of Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits, if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Accordingly the company has transferred 5716 equity shares to the Demat Account of IEPFA as the dividend on these shares was unpaid for the continuous period of 7 Years. These shares can be claimed back by the shareholder from IEPFA by following the procedure prescribed under the aforesaid rules. Therefore it is in the interest of the shareholders to regularly claim the dividends declared by the Company.

DISCLOSURES:

CSR Committee

The CSR Committee comprises Mr. Surinder Kumar

Gupta (Chairman), Mr. Umesh Chander Garg, Mr. Subhash Chander Garg, Mr. Jatinder Singh and Mr. Vipin Gupta as members.

Audit Committee

The Audit Committee comprises Mr. Dalbir Singh (Chairman), Mr. Surinder Kumar Gupta, Mr. Avtar Singh and Mr. Jatinder Singh as members. All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises

Mr. Dalbir Singh (Chairman), Mr. Surinder Kumar Gupta and Mr. Avtar Singh as members.

The Companys Policy relating to appointment of Directors, payment of Managerial Remuneration,

Directors qualifications, of Directors and other related matters as provided under

Section 178(3) of the Companies Act, 2013 is furnished as

Annexure III and forms part of this Report.

Whistle Blower Policy/Vigil Mechanism

The Company has a Vigil Mechanism/Whistle Blower Policy under which the employees are free to report violations of applicable laws, regulations and the code to the Chairman of the Audit Committee. During the year under review, no employee(s) was denied access to the Audit Committee. Further there were no instances of fraud reported to the Audit Committee/Board. The Policy on vigil mechanism/whistle blower policy may be accessed on

Companys website at the link http://www.ruchirapapers. com/investors.html. The reportable matters may be disclosed to the Vigilance and Ethics Officer, who operates under the supervision of the Audit Committee.

Meetings of the Board

Five meetings of the Board of Directors were held during the year. For further details regarding dates of

Board Meetings, Committee Meetings and attendance of Directors, please refer Corporate Governance report forming part of this Annual Report. Further a separate meeting of the Independent Directors of the Company was also held on 17th March 2021, where at the prescribed items enumerated under Schedule IV to the

Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were discussed. The maximum gap between any two consecutive Board meetings was as per applicable provisions.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Energy conservation continues to be an area of major emphasis in your company. A statement giving details of Conservation of Energy, Technology Absorption, Foreign

Exchange Earnings and Outgo, as stipulated under Section

134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as Annexure IV to this Report.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March 2021 is available on Companys website at https://www.ruchirapapers.com/ financial.html.

Secretarial Standards of ICSI

The Company is in compliance with the applicable

Secretarial Standards issued by the Institute of Company Secretaries of India.

No Default

The company has not defaulted in payment of interest and/ or repayment of loans to any of the financial institutions and/or banks during the year under review.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the year were on an arms length basis and were in compliance with applicable provisions of the Act and the Listing Regulations. Further the Board of Directors at their meeting held on 13th August 2021, pursuant to recommendation of Audit Committee, accorded its approval for related party transactions with Tirlokpur Boards Private Limited, for Purchase of Raw Material/ Packing Material and Sale of Finished Goods/Scrap/other by product, up to maximum aggregate value of H1.00 Crore (One Crore Only) each Financial Year for the period of

Five Financial Years starting from 2021-22, provided that the said Contract(s)/Arrangement(s)/ Transaction(s) so carried out shall be at arms length basis and in the ordinary course of business of the Company, subject to approval of or material orders passed by the Regulators shareholders in the ensuing Annual General Meeting. A statement of all Related Party Transactions is placed before the Audit Committee for its review on quarterly basis, specifying the nature, value and terms and conditions of the transactions. The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 are disclosed in Form No. AOC-2 in Annexure V of Directors Report and were at arms length price The details of the related party transactions as per IND

AS 24 are set out in Note- 28 to the Financial Statement forming part of this report. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the Link: http://www. ruchirapapers.com/investors.html.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULAR OF EMPLOYEES:

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (Including any statutory modification(s) or re-enactment(s) for the time being in force).

The information required pursuant to Section 197(12) read with rule 5 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014, in respect of the Directors/employees of the Company is set out in Annexure-VI to this report.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: a) Details relating to particulars of Loans given,

Investment made, Guarantee given and Securities provided u/s 186. b) Material changes and commitments after the closure of the financial year till the date of this Report, which affectsthefinancial Company . position ofthe c) Issue of equity shares with differential rights as to dividend, voting or otherwise. d) Significant or Courts of Tribunals which impact the going concern status and Companys operations in future. e) No fraud has been reported by the Auditors to the Audit Committee or the Board.

Your Directors further state that during the year under review, there was no case filed pursuant to the Sexual

Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

That pursuant to statement of the Directors Responsibility on Annual Accounts of the Company referred to in clause (c) of sub-section (3) of Section 134 read with Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm: a. that in preparation of annual accounts, the applicable accounting standards and Schedule III of the

Companies Act, 2013 had been followed along with proper explanation relating to material departures (if any); b. that directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profits and loss of the Company for that period; c. that the directors sufficient had taken proper and care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities; d. that the directors had prepared Annual Accounts on going concern basis; e. that the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f. that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

APPRECIATION:

Your Directors wish to express their grateful appreciation for the cooperation and continued support received from

Bankers, Financial Institutions, Government agencies,

Shareholders, Vendors, Customers and Society at large. Your directors also take on record, their appreciation for contribution and hard work of Executives, Employees and

Workers.

For and on behalf of the Board
Date: 13th August 2021 Jatinder Singh
Place: Kala-Amb (Chairman & Whole Time Director)
DIN- 01594919