Ruchira Papers Ltd Directors Report.

We are delighted to present report of directors on our business and operations for the year ended 31st March, 2019.

FINANCIAL RESULTS:

The Companys financial performance for the year ended 31st March 2019 is summarized below:

S. No Particulars 2018-19 2017-18
I Revenue from Operations (Net of Excise Duty) 49399.04 4476015
II Other Income 18910 37519
III Total Revenue (I + II) 4958814 45135.34
IV Expenses
Cost of materials consumed 31085.70 27227.80
Changes in inventories of finished goods, work-in-progress and stock-intrade (1119.53) (1.86)
Employee benefits expense 4337.53 4018.72
Finance Cost 809.93 771.69
Depreciation and amortization expense 1308.84 1196.54
Other expenses:
i) Manufacturing Expenses 586243 516241
ii) Selling, Distribution and Establishment exp. 1020.94 935.72
Total expenses 43305.84 39311.02
V Profit before exceptional and extraordinary items and tax (III-IV) 6282.30 5824.32
VI Exceptional items 40.37 (6.65)
VII Profits before extraordinary items and tax (V-VI) 6241.93 5830.97
VIII Extraordinary items (Net of Tax Expense) - -
IX Profits Before Tax 6241.93 5830.97
X Tax Expenses
1) Current Tax 2005.58 174774
2) Deferred Tax 212.85 281.57
XI Net Profit for the period 4023.50 3801.66
Xll Other Comprehensive income/(loss)
Items that will not be reclassified to profit or (loss)
Re-measurement of net defined benefits plans (6714) 33.81
Income tax related to these items (2346) 11.70
Total comprehensive income 3979.82 3823.77
Paid-up equity share capital 242518 224218
Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year 22009.32 16892.32
Earnings per equity share of H10/- each
Basic 1743 17.05
Diluted 1743 16.86

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE AND OPERATIONS

For the financial year ended 31st March 2019, Company achieved turnover of H49399.04 Lakh and registered a growth of 10.36% against turnover of H4476015 Lakh for F.Y 2017-18. The Profit before Tax (PBT) for the current year is H6241.93 Lakh as against H5830.97 Lakh in previous year. The Profit after Tax for the current year is H4023.50 Lakh as against H3801.66 Lakh in the previous year- a growth of 5.84%. The total production of the Company was 128831 MT during the year ended 31st March 2019 against production of 115424 MT for FY 2017-18.

INDIAN ACCOUNTING STANDARDS (IND AS)

The financial results for the year ended 31st March 2019 have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013 and other GAAP in India.

DIVIDEND

Based on the Companys performance, The Board of Directors are pleased to recommend dividend of H2.25/- per equity share for the financial year ended 31st March 2019 (Previous year- H2.25/- per share). 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 Wednesday, 18th September 2019; 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 beneficial owners as on that date.

TRANSFER TO RESERVES:

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

EXPANSION:

During the year, no m ajor expan sion undertaken by the Company. Normal capital expenditure is being done continuously for technical and operational up gradations of production facilities of the Company.

CREDIT RATING:

During the year, Credit Rating of the Company has been kept at CARE BBB+ (under credit watch with developing implications).

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 2019. 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, the Company has allotted 18,30,000 Equity Shares of the face value of H10/- each at a premium of H130.50/- per share to promoter/ promoter group consequent upon exercise of their rights for conversion of share warrants into equity shares. Upon allotment of these equity shares, the paid up equity capital of the Company has increased from H22,42,18,040/- comprising of 22421804 equity shares of the face value of H10/- each to H24,25,18,040/- comprising 24251804 equity shares of the face value of H10/- each.

During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.

The equity shares of the Company are listed at "Bombay Stock Exchange (BSE)" and "National Stock Exchange of India (NSE)".

DIRECTORS AND KEY MANAGERIALPERSONNEL:

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. Vipin Gupta retiring by rotation and being eligible, offered himself for re-appointment at the ensuing Annual General Meeting.

Mr. Dalbir Singh, Mr. Avtar Singh, Mr. Swatantar Kumar Dewan, Mr. Surinder Kumar Gupta and Mrs. Suhasini Yadav were appointed as an Independent Directors of the Company by the members at the 34th Annual General Meeting of the Company held on 25th September 2014 for a period of five consecutive years commencing from 25th September 2014 up to 24th September 2019.

As per Section 149(10) of the Companies Act, 2013, an Independent Director shall hold office for a term of up to five consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing a special resolution by the Company for another term up to five consecutive years on the Board of a Company. Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company at its meeting held on 12th August 2019 recommended for approval of the members, the re-appointment of above Independent Directors for second term of five consecutive years commencing from 25th September 2019 to 24th September 2024. The above Independent Directors are eligible for re-appointment as an Independent Director and have offered themselves for re-appointment.

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 2018-19.

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 the date of this report.

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

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 2019.

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 2018-19.

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 endeavours 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 no 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 etc. and other risks 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, In the 38th Annual General Meeting held on 28th September 2018, M/S Subhash Sajal & Associates, Chartered Accountant (Registration No. 018178N) were appointed as Statutory Auditors of the Company to hold office until the conclusion of 43rd Annual General Meeting at such remuneration and out of pocket expenses, as shall be fixed by the Board of Directors of the Company. The Ministry of Corporate Affairs has vide notification dated 7th May 2018 obliterated the requirement of seeking Members ratification at every AGM on appointment of Statutory Auditors.

AUDITORS REPORT:

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The Auditors Report for the financial year ended 31st March 2019 does not contain any qualification, reservation or adverse remark.

COST-AUDITORS:

Maintainance of Cost Records as specified by Central Govt. 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 27th May 2019 has approved the reappointment of M/s Sanjay Kumar Garg & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2019-20. The remuneration proposed to be paid to the Cost Auditor, subject to your ratification at 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 2017-18 has been filed by the Cost Auditors with the Ministry of Corporate Affairs, Govt. of India. Whereas Cost Audit Report for the Financial Year 2018-19 will be submitted by Cost-Auditors with Ministry of Corporate Affairs with in prescribed time.

SECRETARIAL AUDITOR:

The Board has re-appointed M/s. R.K. Bhalla & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended March 31st, 2019 is annexed herewith marked as Annexure II to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INVESTOR EDUCATION AND PROTECTION FUND:

During the year, the Company was not required to transfer any amount to the Investor Education and Protection Fund.

Pursuant to provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded details of unpaid and unclaimed amounts lying as on 28.09.2018 (date of last Annual General Meeting) on Companys website and as also filed with Ministry of Corporate Affairs.

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. Shares which are transferred to the Demat Account of IEPFA 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, positive attributes, independence 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 and Whistle Blower Policy under which the employees are free to report violations of applicable laws, regulations and the code report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on Companys website at the link http://www. ruchirapapers.com/ investors.html. of conduct. 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

Four meetings of the Board of Directors were held during the year. For further details, please refer to report on Corporate Governance of this Annual Report. Further a separate meeting of the Independent Directors of the Company was also held on 19th March 2019, 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.

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

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.

Extract of Annual Return

The details forming part of the extract of the Annual Return as on 31st March 2019 in form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure V to this Report. The same is available on Companys website at http:// www.ruchirapapers.com/investors.html.

Secretarial Standards of ICSI

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government.

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. The Board of Directors at their meeting held on 12.02.2018, pursuant to recommendation of Audit Committee, accorded its approval for increase in maximum aggregate value of material related party transactions and to enter fresh agreement with related parties. The same was further approved by Shareholders of the Company through Postal Ballot on dated 22.03.2018. The approval was granted with the condition that transaction(s) shall be done at arms length basis.

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 VI 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 Statements 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:

Number of Employees as on March 31, 2019 was 1007.

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-VII 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 particulars of Loans given, Investment made, Guarantee given and Securities provided u/s 186.

b) No significant or material orders were passed by the Regulators or Courts of Tribunals which impact the going concern status and Companys operations in future.

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:

The 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 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 had taken proper and sufficient 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: 12th August 2019 Subhash Chander Garg
Place: Kala-Amb (Chairman & Whole Time Director)