Sangal Papers Ltd Directors Report

TO THE MEMBERS

To,

The Members,

Your Directors take pleasure in presenting the 44th Annual Report on the business and operations on the business and operations together with Audited Statement of Accounts of your Company for the Financial Year ended 31st March, 2024.

COMPANY OVERVIEW

Sangal Papers Limited (herein called "The Company") was incorporated in the year 1980. The forty four year old Company is a manufacturer of Newsprint, Writing & Printing paper and other various special paper for domestic and exports markets. Each of these products is targeted to meet unique and changing needs of our customers.

We at Sangal Papers Limited believe that our employees are the backbone of our company and aims at safeguarding the health of employees. We always believe in cooperation and maintaining good relations with all our stakeholders.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year 2023-2024 are given hereunder. Details of financials as per IND AS:

			(Rs. in Lakhs)
Particulars	Financial Year (2023-24)	Financial Year (2022-23)	% Increase/% decrease(-)
Revenue from Operations	19033.87	22610.34	-15.82
Other Income	99.16	202.03	-50.92
Total Income of the Company	19133.03	22812.37	-16.13
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	771.17	832.74	-7.39
Less: Depreciation/ Amortization/ Impairment	171.86	159.01	8.08
Profit before Finance Costs, Exceptional items and Tax Expense	599.31	673.73	-11.05
Less: Finance Costs	252.49	193.9	30.22
Profit before Exceptional items and Tax Expense	346.82	479.83	-27.72
Profit before Tax Expense	346.82	479.83	-27.72
Less: Tax Expense (Current & Deferred)	77.76	141.24	-44.94
Profit for the year (1)	247.06	338.59	-27.03
Other Comprehensive Income (2)	-4.71	-4.13	14.04
Total Comprehensive Income (1+2)	242.35	334.46	-27.54
Balance of profit /loss for earlier years	3733.95	3399.48	9.84
Add: Revaluation Reserve	48.56	48.56	0.00
Balance carried forward	4024.86	3782.50	6.41

OPERATIONAL REVIEW

Particulars	Financial Year (2023-24)	Financial Year (2022-23)	% Increase/ % decrease(-)
Revenue from Operations	19033.87	22610.34	-15.82
Profit before Tax Expense	346.82	479.83	-27.72
Profit for the year	247.06	338.59	-27.03

Management of the Company deployed the skills and efforts for achieving its objectives and goals. In order to achieve the ultimate goal of maximizing the net-worth of shareholders of the Company by legitimate and fair means, while discharging its obligations towards the society and environment. The management aims to be more economical and to bring maximum efficiency in the operations of the company.

The company is regularly exploring for growth opportunities in its domestic and international market, over last few years the Company has moved closer to the ultimate consumers and has remained successful in positioning its products in a way that consumers can connect with it. The Company has maintained international standards in its products.

SHARE CAPITAL

The issued capital, subscribed capital and paid up equity share capital of the Company as on March 31st, 2024 was Rs.1,30,72,600 (Rupees One Crore Thirty Lakh Seventy Two Thousand Six Hundred only) divided in to 13,07,260 (Thirteen Lakh Seven Thousand Two Hundred Sixty) equity shares of Rs.10/- each, fully paid up.

During the period under review, there is no change in the share capital of the Company.

DIVIDEND

The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view the companys dividend distribution policy, has decided that it would be prudent, not to recommend any dividend for future growth of the company for the year under review.

INSTALLED CAPACITY

The Companys current installed capacity is 33,000 MT per annum.

STATE OF THE COMPANY

The following statement on the affairs of the company under review:

1. The Company engaged in single segment i.e. company engaged in manufacturing of Paper.

2. There is no change in status of the company.

3. There is no change in financial year of the company.

4. There was expenditure in capital work in progress of Rs.264.49 Lakhs during the year in plant and machinery for quality improvement, cost effectiveness and value addition.

5. Due to above there is modernization, expansion and diversification during the year.

6. There are no acquisitions or mergers during the year.

CASH AND EQUIVALENTS

Cash & Equivalents as on date 31st March, 2024 was Rs. (In lakhs) 131.38.The Company continue to focus on judicious management of its working capital, receivables, inventories and other working capital parameters are kept under strict check through continuous monitoring.

EARING PER SHARE (EPS)

The Earning per equity share of the company for the financial year ended on 31/03/2024 was Rs. 18.90 per share and previous year was Rs. 25.90 per share. The Company has reported a decline of 27.03 % in EPS for the FY 20232024.

INSURANCE

The Companys properties including building, plant and machinery, stocks, stores, etc., have been adequately insured against major risks like fire, earthquake, terrorism, burglary etc.

DEPOSITS

The Company has not accepted any fixed deposits from public and as such, accordingly no amount, principal or interest amount was outstanding as on the date of the Balance Sheet.

CREDIT RATING

Your Company took credit rating from Brickwork Ratings,

The Brickwork Ratings India Pvt. Ltd. has granting credit rating to the company as BWR BBB- (Pronounced as BWR Triple B Minus), Outlook: Stable (Reaffirm) for Fund Based - Cash Credit and Term Loan (o/s) and BWR A3 (Pronounced as BWR, A Three) (Reaffirm) for Non Fund Based: Bank Guarantee and ILC/FLC for the FY 2021-2022.

After F.Y. 2021-2022, we have not taken any credit ratings as we do not require the same.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given or granted any loans or guarantee covered under the provisions of section 186 of the Companies Act, 2013 and other details can find on the notes to the financial statements of the Company.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

In the term of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis is set out in this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to Chairman of the Audit Committee and Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 including any amendments if any, the companys profit or net worth or turnover is below the prescribed limit as defined under the act. Therefore, provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company for the F.Y. ended 31st March 2024.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed pursuant to Section 134(3)(m) of The Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are given to the extent applicable herein below:

CONSERVATION OF ENERGY

Paper manufacturing Industries are one of the growing industries in India. The basic need of paper industries is raw material i.e. waste paper and energy to produce the final product. Our company is always seeking to optimize use of energy by installing new equipment to reduce the consumption of energy and pollution at all its manufacturing facilities and registered office at Vill. Bhainsa, 22km, Meerut- Mawana Road, Meerut, UP. The company is ensuring:

A) ELECTRICAL ENERGY:

(a) A provision of Energy Efficient Pumps for ETP/STP, Water Supply and Fire Systems.

(b) Use of Energy Efficient LED Lighting for manufacturing and office.

(c) Optimization of processes and operational control.

(d) The manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

(e) Specific investment has been made to reduce energy consumption by installing VFDs and other electrical equipments.

(f) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

B) WATER:

(a) Rain water harvesting with Ground Recharge.

(b) Replacement of underground hydrant and water pipeline with above ground level pipeline to arrest water leakages.

(c) Discharge of Waste Water after Treating through ETP.

TECHNOLOGY ABSORPTION

Companys products are manufactured by using In-house know how and no outside technology is being used for manufacturing activities. The Company is adopting green initiative for reducing the pollution and being more ecofriendly. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire in-house Research & Development activities are directed to achieve the aforesaid goal.

IMPORTS/ EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. IMPORTS AND EXPENDITURE IN FOREIGN EXCHANGE

Imported raw materials during the year, detailed as per Note No.38 of the notes to financial statements of the company.

Value of Imports (C.I.F.) Value in respect of

		(Rs. in lakhs)
Particulars	As at 31.03.2024	As at 31.03.2023
(a) Raw materials	1,374.42	568.78
(b) Capital goods	-	-
(c) Stores & spare parts	37.41	29.86

B. EXPORTS AND EARNING IN FOREIGN EXCHANGE

		(Rs. in lakhs)
Particulars	For the year ended on 31/03/2024	For the year ended on 31/03/2023
Earning in Foreign Currency on account of export of goods	2550.73	3160.93

The Company exports paper to Gulf, European, Asian and other Countries all over the world, during the year earnings in foreign currency increased to Rs. (in lakhs) 2,550.73 from Rs. (in lakhs) 3,160.93 in the previous year. The Company has reported a decline of 23.92 % in export for the said financial year.

Details are provided under the Point 38 of "Notes to Financial Statements" for the financial year ended as on 31st March 2024.

DEVELOPMENTS IN INDUSTRIAL RELATIONS/ HUMAN RESOURCES INCLUDING NUMBER OF EMPLOYEE EMPLOYED

Employee wealth is main key to success of an organization, it is our obligation to provide more facilities to the employees. The company is a paper manufacturing industry, we are committed to maintain a culture and custom for our employee to attract and retain the best talent. During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report, which form an integral part of this Directors report, is set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated under various regulations of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. An Internal Complaints Committee ("ICC") has been set up from the senior management which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy. During the year ended March 31, 2024. No complaints pertaining to sexual harassment have been received.

DIRECTORS CESSATION, RETIREMENT, APPOINTMENT AND RE-APPOINTMENT

1. Pursuant to the provisions of section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Tanmay Sangal (DIN: 01297057) Director (Non-Executive) retires by rotation and being eligible, offers himself for re-appointment. The Board of Directors recommends the re-appointment of Mr. Tanmay Sangal (DIN: 01297057) as director of the Company.

2. Pursuant to the provisions of section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vinayak Sangal (DIN: 06833351) Director (Non-Executive) retires by rotation and being eligible, offers himself for re-appointment. The Board of Directors recommends the re-appointment of Mr. Vinayak Sangal (DIN: 06833351) as director of the Company.

3. Shri Prem Sethi (DIN: 07146425), the independent director of the Company was re-appointed as an independent director of the Company in 38th Annual General Meeting of the Company for the second consecutive term of 5 years till 43rd AGM. The term of his appointment expired at the conclusion of 43rd AGM held on 24/08/2023.

4. Smt. Geeta Gupta (DIN: 00095939), the women independent director of the Company was re-appointed as an independent director of the Company in 38th Annual General Meeting of the Company for the second consecutive term of 5 years till 43rd AGM .The term of her appointment expired at the conclusion of 43rd AGM held on 24/08/2023.

5. Mr. Sapan Sodhi (DIN: 10178992), who was appointed as an Additional Director (in the capacity of a NonExecutive Independent Director) of the company by the Board of Directors at its meeting held on 27/05/2023 pursuant to section 161 of the Act as recommended by the Nomination and Remuneration Committee and whose term of office expired at 43rd AGM held on 24/08/2023.

He was confirmed as Independent Non-Executive Director whose period of office will not be liable to be determined by retirement of directors by rotation by the Shareholders in the 43rd AGM held on 24/08/2023 to hold office for a term of 5 (five) consecutive years.

6. Mrs. Vartika Malik (DIN: 00687839), who was appointed as an Additional Director (in the capacity of a Non-Executive Independent Director) of the company by the Board of Directors at its meeting held on 27/05/2023 pursuant to section 161 of the Act and as recommended by the Nomination and Remuneration Committee and whose term of office expired at 43rd AGM held on 24/08/2023.

She was confirmed as Independent Non-Executive Director by the Shareholders in the 43rd AGM held on 24/08/2023 to hold office for a term of 5 (five) consecutive years whose period of office will not be liable to be determined by retirement of directors by rotation.

DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")

The Board of Directors of the Company have an optimum combination of Executive, Non- Executive and Independent Directors who have an in- depth knowledge of business, in addition to the expertise in their areas of specialization.

Board of Directors

Mr. Himanshu Sangal (Managing Director) (DIN-00091324), Mr. Amit Sangal (Whole Time Director cum CFO) (DIN-00091486), Mr. Tanmay Sangal (Non-Executive Director) (DIN: 01297057), Mr. Vinayak Sangal (Non-Executive Director) (DIN:06833351), Mrs. Vartika Malik (Independent Non-Executive Women Director) (DIN:00687839), Mr. Sapan Sodhi (Independent Non-Executive Director) (DIN: 10178992),

Mr. Sapan Sodhi is the Chairman of the Board w.e.f. 16/09/2023 who is Non-Executive Independent Director and he replaces Mr. Prem Sethi in the Meeting of the Board held on 15/09/2023.

Key Managerial Personnel

Mr. Himanshu Sangal (Managing Director) (DIN-00091324), Mr. Amit Sangal (Whole Time Director cum CFO)(DIN- 00091486).

Mr. Arpit Jain (Company Secretary) of the Company resigned w.e.f. 31/05/2023 and Mr. Anant Vats was appointed as Company Secretary and compliance officer of the Company w.e.f. 01/06/2023.

BOARD EVALUATION

Pursuant to Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, mandate that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of the Board of Directors on various parameters, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the Working of its Audit Committee, Nomination and Remuneration Committees and Stakeholder Relationship Committee.

The Board specified the manner in which the evaluation has been carried out and explained in the Corporate Governance Report.

DIRECTORS APPOINTMENT AND REMUNERATION POLICY

The policy on directors appointment and remuneration, including criteria for determining qualification, positive attribute and independence of a director and other relevant matter, as required as per section 178(3) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. You may find the Remuneration policy on website of the Company at www.sangalpapers.com. The Directors appointment and Remuneration Policy also stated in Corporate Governance Report.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company received necessary declaration from each independent director under section 149(7) of Companies Act, 2013, that Mr. Prem Sethi, Mrs. Geeta Gupta, Mr. Sapan Sodhi and Mrs. Vartika Malik (Independent women Director) for meeting the criteria of independency laid down in section 149(6) of Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

FAMILIARIZATION PROGRAM AND INDEPENDENT DIRECTORS MEETING

During the financial year, as per company policy the Board of Directors of the company conduct a separate meeting of the independent director for the purpose of evaluation of the Board of Directors as whole and individually and also conduct the familiarization program for introduction to the Board and to attend an orientation program. The Details of Training and familiarization program are provided in the corporate governance report and also available on website (www.sangalpapers.com) of the company.

BOARD DIVERSITY

We understand the value and importance of balanced and diverse board in the company. We always support a better/best board in the company. The Company believes that a truly diverse board will bring changes in thoughts, perspective, knowledge, skills, industry experience, cultural and geographical background, age, gender that will help us retain our competitive advantage.

MEETINGS OF BOARD OF DIRECTORS AND COMMITTEE

BOARD OF DIRECTORS MEETING

Sl. No.	Date of Board Meeting	Total No. of Directors	Directors present	Directors on leave of absence
1.	27/05/23	6	6	NIL
2.	26/07/23	8	8	NIL
3.	11/08/23	8	8	NIL
4.	15/09/23	6	6	NIL
5.	09/11/23	6	6	NIL
6.	04/01/24	6	6	NIL
7.	13/02/24	6	6	NIL

AUDIT COMMITTEE MEETING

Sl. No.	Date of Board Meeting	Total No. of Directors	Directors present	Directors on leave of absence
1.	27/05/23	3	3	NIL
2.	26/07/23	3	3	NIL
3.	11/08/23	3	3	NIL
4.	09/11/23	3	3	NIL
5.	13/02/23	3	3	NIL

NOMINATION AND REMUNERATION COMMITTEE MEETING

Sl. No.	Date of Board Meeting	Total No. of Directors	Directors present	Directors on leave of absence
1.	27/05/23	3	3	NIL
2.	26/07/23	3	3	NIL

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING

Sl. No.	Date of Board Meeting	Total No. of Directors	Directors present	Directors on leave of absence
1.	24/11/2023	3	3	NIL

All the meetings were held in accordance with the applicable provisions of the Companies Act, 2013 and Rules made there under. The details of which are given in the Corporate Governance Report. The maximum interval between any two meeting of the Board of Directors and the Audit Committee , did not exceed 120 days, as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDIT COMMITTEE RECOMMENDATIONS

During the year, all the recommendations of Audit Committee were reviewed and approved by the Board of Directors, if any.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMAPNY

There have no material changes and commitments affecting the financial position of the company which have occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the report.

CHANGE IN THE NATURE OF BUSINESS

The Company engaged in single segment i.e. manufacturing of paper, The Company has not undergone any changes in the nature of the business during the financial year.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the companys operation in future.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013, your directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed with no material departures;

(b) They 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 review of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the same period;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

INTERNAL FINANCIAL CONTROL SYSTEM

The Companys Internal Financial Control System is designed to help and ensure the effectiveness and efficiency of operations, proper financial reporting and compliance of laws and regulations. The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including the adherence to the Companies Policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

RELATED PARTY TRANSACTIONS

Sangal Papers Limited has formulated a policy on Related Party Transaction. The same is available on the company website (www.sangalpapers.com). All the Related Party Transactions are placed before the audit committee for its review on quarterly basis. The related party transactions have already been disclosed in the financial statements. No transaction of material nature has been entered into by the Company during the year which may have potential conflict with the interest of the Company. All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the Company at large.

All transactions with related party fall under the scope of Related Party Transactions are complied with the provisions of section 188(1) of the Companies Act, 2013, Information on transactions with related parties pursuant to section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure II in Form AOC-2 and forms part of this report.

SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE COMPANY

The Company does not have any subsidiary, joint venture and associate company during the relevant financial year 2023-2024.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct and which is applicable to the members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Business Conduct" which forms and Appendix to the Code and same is available on the company website (www.sangalpapers.com).

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board members and the Senior Management personnel have confirmed compliances with the code. All management Staff was given appropriate training in this regard.

MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has formulated a Whistle Blower Policy to establish a vigil mechanism for directors and employees of the Company. The purpose and objective of this Policy is to provide a framework to promote responsible and secure whistle blowing. It protects the employees wishing to raise a concern about serious irregularities within the Company. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company (www.sangalpapers.com).

STATUTORY AUDITORS

In terms of provisions of Section 139 of the Companies Act, 2013, and the rules made there under M/s Raj Viyom & Co., (formerly known as M/s Raj Sandhya & Co.) Chartered Accountants were appointed as statutory auditors by the shareholders of the Company in the 42nd Annual General Meeting for second consecutive term of Five (5) years i.e., from the conclusion of 42nd AGM till the conclusion of 47th AGM to be held in the year 2027.

COST AUDIT

COST AUDITORS Mr. S. R. Kapur, Cost Accountant (Membership No.:- M-4926), Add.: A-16 (G.F.), Ansal Courtyard, Bye Pass Road, Modipuram Crossing, Meerut, UP- 250001 were appointed as Cost Auditors for conducting the cost audit of the Company for the year ended 31 March 2024 The said firm has been appointed as cost auditors of the Company for the financial year 2024-25 as well.

SECRETARIAL AUDIT

M/s D. K Gupta & Co., Practicing Company Secretary (Membership Number: 5226, Certificate of Practice Number: 3599) was appointed as Secretarial Auditors to conduct Secretarial Audit of the Company and have submitted the Secretarial Audit Report for the year ending 31 March 2024 which is annexed to this Boards Report as. As per amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in addition to the abovementioned 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.

Further pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, read with Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) (Amendment) Regulations, 2018, the Company is required to obtain a certificate from Practicing Company Secretary that none of the directors on the Board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority. The said Certificate has been obtained from M/s D. K Gupta & Co., Practicing Company Secretary (Membership Number: 5226, Certificate of Practice Number: 3599), which is annexed to this Boards Report.

Pursuant to Section 204 of the Companies Act, 2013 M/s D. K Gupta & Co., Practicing Company Secretary (Membership Number: 5226, Certificate of Practice Number: 3599) have been appointed as Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year ending 31 March 2025.

AUDITORS REPORT/ SECRETARIAL AUDIT REPORT:

There are no observations/qualifications in statutory audit report. The comments in the Auditors Report read with the notes to the accounts are self-explanatory and do not call for any explanation under Section 134 of the Companies Act, 2013. As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Observations, if any made therein are self-explanatory and read with Notes on Account of Financial Statement.

PREVENTION OF INSIDER TRADING:

In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 and SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2019. Pursuant thereto, the Company has formulated and adopted a new Code of practice for fair disclosure of unpublished price sensitive information and Code of Conduct. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code during the FY 2023-24 and the same has been informed under Code of Conduct section of this report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:

The Company has neither made any application nor any proceeding pending under Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTION:

The Company has not made any one-time settlement during the financial year 2023-24 with Banks or Financial Institution.

DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS BINDING ON THE COMAPNY

Pursuant to Clause 5A of Para A of Part A of Schedule III of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, that the Company/ Board did not received any information (mentioned in Clause 5A of Para A of Part A of Schedule III of SEBI listing regulation) during the relevant financial year from its Shareholders, Promoters, Promoter Group Entities, Related Parties, Directors, Key Managerial Personnel, Employees of the Company or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity and also any rescission, amendment or alteration of such agreements thereto, whether or not the listed entity is a party to such agreements.

ANNUAL RETURN

Extract of the Annual Return in Form MGT-7 would be available at the website of the Company at "www.sangalpapers.com."

PARTICULARS OF EMPLOYEES

The provisions of Rule 5 (2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (include any modification or amendment thereof, if any) requiring particulars of the employees in receipt of remuneration in excess of Rupees One Crore and Two Lakh per year and Rupees Eight lakh Fifty Thousand per month only to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rupees One Crore and Two Lakh per year and Rupees Eight lakh Fifty Thousand per month during the financial year 2023-2024.

The information required under section 197 (12) of the Companies Act, 2013 read with Rules 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure -III ".

ACKNOWLEDGEMENT:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company , Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

	For and on behalf of the Board of Directors,
Date: 05/08/2024	Amit Sangal	Himanshu Sangal
Place: Mawana	Whole Time Director/CFO	Managing Director
	DIN-00091486	DIN - 00091324