Shree Rajeshwaranand Paper Mills Ltd Directors Report

To,

The Members,

The Resolution Professional appointed by the Honble Adjudicating Authority, Ahmedabad Bench, in whom the powers of the board of directors are vested presents the Thirty -Third Annual Report of the Company together with Audited Financial Statements of the Company for the financial Year ended March 31, 2024.

Initiation of Corporate Insolvency Resolution Process (CIRP):

The Corporate Insolvency Resolution Process has been initiated, on a petition filed by Bank of India against Shree Rajeshwaranand Paper Mills Limited ("the Company") vide its order dated 07^th December, 2022 ("Insolvency Commencement Date") in its CP (IB) 09 of 2021 and appointed Ms. Vineeta Maheshwari as the Interim Resolution Professional of the Company. Further, Committee of Creditors in their 04^th meeting dated 02^nd February, 2023 resolved to appoint Mr. Sunit Shah having IP Registration No.: IBBI/IPA-001/IP-P00471/2017-18/10814 as the Resolution Professional of the Company to carry out the functions entrusted by the provisions of the Insolvency and Bankruptcy Code, 2016, Rules and Regulations thereto. Pursuant to the Honble NCLT Order for Commencement of the CIRP and in line with the provision of the Code, the Power of the Board of Director stands suspended and same is being exercised by RP in terms of provision of Section 17 & 20 of Code.

During the corporate insolvency resolution process, the board of directors have failed to provide cooperation due to which inadvertent delay has been caused in conducting the process on timely basis. No documents/ information were provided to the Resolution Professional by the suspended board of directors of the Company, considering which the Resolution Professional had filed an application before Honble NCLT under Section 19(2) of Insolvency and Bankruptcy Code, 2016 having its IA No. 158 of 2023.

M/S. Mercury Terra Firma has submitted the Resolution Plan as per the terms and condition as specified in Request for Resolution Plan and Form G within the time limit to resolve this company and the same was approved by Committee of Creditors (COC) in their 26^th Committee of Creditors meeting held on January 22, 2024 and declared as passed with 97.36% of voting shares.

Subsequently, On February 23, 2024 the Application for approval of Resolution Plan under Section 30(6) and Section 31(1) of the Insolvency and Bankruptcy Code, 2016 read with Regulation 39 of IBBI (Insolvency Resolution Process For Corporate Person) Regulation, 2016 was filed by the Resolution Professional with Honble National Company Law Tribunal (NCLT) Ahmedabad for its approval and the final order in the said application is still pending.

Since the Company is under Corporate Insolvency Resolution Process (CIRP) as per Section 17 of the Insolvency & Bankruptcy Code, 2016, the powers of the Board of Directors stands suspended and all the powers are now vested with the Resolution Professional, from the date of his appointment as the Resolution Professional.

a) The management of the affairs of the company shall vest in the Resolution Professional.

b) The powers of the Board of Directors of the company shall stand suspended and be exercised by the Resolution Professional.

c) The officers and managers of the company shall report to the Resolution Professional and provide access to such documents and records of the company as may be required by the Resolution Professional.

d) The financial institutions maintaining accounts of the company shall act on the instructions of the Resolution Professional in relation to such accounts and furnish all information relating to the company available with them to the Resolution Professional.

1. FINANCIAL RESULTS:

The Companys Financial Performance, for the Year ended March, 2024 is summarized below:

(In Rs.)

Particulars	Current Year 2023-24	Previous Year 2022-23
Revenue from Operation	0	0
Other Income	4,50,841	0
T otal Income	0	0
Total Expenses	66,06,791	4,79,549
Profit / (Loss) before Tax	(61,55,950)	(4,79,549)
Balance of Profit/ (Loss) for the Period	(61,55,950)	(4,79,549)

2. OPERATION & REVIEW:

The operations of the Company were shut down since 2020 due to closure of the newsprint factory due to lack of demand because of sudden lockdown imposed due to Covid-19 pandemic. Since then the Company had not regained the operations.

3. DIVIDEND:

In view of losses suffered during the year, the Board of Directors has not recommended any dividend on the Equity Shares for the year under review ended 31^st March, 2024.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

5. PRODUCTION, SALES AND WORKING RESULTS:

The operations and working of the Company are suspended since the year 2020 due to nationwide lockdown imposed in the view of the Covid-19 and since then the financial position of the Company is deteriorating considering that the financial creditors had also served the notices and filed an application against the Company for their pending dues.

6. CORPORATE INSOLVENCY RESOLUTION PROCESS:

The Company was admitted under corporate insolvency resolution process vide the NCLT order dated 07^th December, 2022 having order no. CP (IB) 09 of 2021, based on the application filed by Bank of India under Section 7 of Insolvency and Bankruptcy Code, 2016. Ms. Vineeta Maheshwari was appointed as the Interim Resolution Professional of the Company and subsequently a public announcement was effected inviting claims from the creditors of the company.

Mr. Sunit Shah was appointed as the Resolution Professional by the Honble NCLT, Ahmedabad Bench through its IA No. 282 of 2023 dated 13^th March, 2023. After taking charge as the Resolution Professional, the list of creditors were updated time and again based on the new information made available to the RP. In accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, RP has conducted the process of CIRP by conducting 27 meetings of Committee of Creditors as on date of this report.

M/S. Mercury Terra Firma has submitted the Resolution Plan as per the terms and condition as specified in Request for Resolution Plan and Form G within the time limit to resolve this company and the same was approved by Committee of Creditors (COC) in their 26^th Committee of Creditors meeting held on January 22, 2024 and declared as passed with 97.36% of voting shares.

Subsequently, On February 23, 2024 the Application for approval of Resolution Plan under Section 30(6) and Section 31(1) of the Insolvency and Bankruptcy Code, 2016 read with Regulation 39 of IBBI (Insolvency Resolution Process For Corporate Person) Regulation, 2016 was filed by the Resolution Professional with Honble National Company Law Tribunal (NCLT) Ahmedabad for its approval and the final order in the said application is still pending.

7. LISTING:

The Equity Shares of the Company are listed on BSE Limited.

8. SUSPENSION OF TRADING IN EQUITY SHARES:

The Companys Equity Shares has been suspended for trading due to non-payment of Annual Listing Fees.

9. SHARE CAPITAL:

The Paid up Share Capital of the Company as on 31^st March, 2024 was Rs. 1245.00 Lakh. As on 31^st March, 2024, the Company has not issued shares with differential voting rights nor granted stock options nor do sweat equity and none of the Directors of the Company hold any convertible instruments.

10. RESERVES:

During the financial year, the Company has transferred loss of Rs. 61,55,950/- to the general reserve of the Company.

11. CHANGE IN THE NATURE OF THE BUSINESS:

During the period under review, there is no change in the nature of the business of the Company.

12. DIRECTORS & KMP:

The provisions as specified in Regulation 17 of SEBI (LODR) Regulations, 2015 related to "Composition of Board of Directors" shall not be applicable during the Insolvency Resolution Process period in respect of a listed entity, which is undergoing Corporate Insolvency Resolution Process.

The suspended management of the Company as on date of this report are:

Sr. No. Name of the Director	DIN	Designation
1. Prakashchandra Rasiklal Vora	00612357	Managing Director
2. Ashit Lilchand Modi	08751527	Independent Director
3. Jayeshkumar Tulsidas Surati	AVHPS8050Q	Chief Financial Officer
4. Hemali Shripal Vora*	08751537	Director

*Note: Ms. Hemali Shripal Vora had resigned from the management vide its letter dated 16^th October, 2020 but the said resignation has not been accepted by the board of directors.

Balkrushna Ganapatbhai Kahar having DIN: 08757068 had tendered his resignation vide 11^th March, 2021 from his position as Non-Executive Independent Director.

13. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board may have adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

The Company is undergoing Corporate Insolvency Resolution Process and the affairs of the Company are being managed by the Resolution Professional. Due to inadequate data and information and consistent non-cooperation by the suspended management, the RP is unable to comment upon the internal controls and their adequacy.

14. KEY MANAGERIAL PERSONNEL:

Your Company is presently undergoing CIRP under the provisions of the Code along with the Regulations and Rules there under.

The Board of Directors of your Company as at 07^th December, 2022(i.e. the date of supersession of the erstwhile board of directors) consisted of 04 Directors, out of which 03 were Independent Directors.

All these directors were suspended by the Honble NCLT, Ahmedabad Bench and the powers of Board of Directors are now vested with the Resolution Professional.

15. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Since the powers of the Board of Directors have been suspended with effect from 07^th December, 2022 pursuant to the order dated 07^th December, 2022 passed by Honble National Company Law Tribunal (NCLT), Ahmedabad Bench evaluation of Board has not taken place for the year 20232024.

16. INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful. However, the Companys Newsprint Paper Manufacturing Plant which contributed majority of the revenues had been shut down in March, 2020 since there was no demand for newsprint paper since the implementation of countrywide lockdown. Owing to the uncertainty regarding the resumption of the plant and scale of viable operations, most of the workers and employees have left the Company to seek better opportunities.

During the period under review, the operations of the Company continue to be non-operative.

17. PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

18. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

No related party transactions were conducted during the year under review.

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

a) Conservation of energy: Not Applicable as the Company under the CIRP and there are not any business operations during the year.

b) Technology absorption: Not Applicable as the Company under the CIRP and there are not any business operations during the year.

c) Foreign exchange earnings and outgo: Not Applicable

20. CORPORATE GOVERNANCE:

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with Corporate Governance as specified in Regulation 17 to 27, 46 (2) (b) to (i) & para c, d & e of Schedule V are not applicable to the Company as paid-up share capital doesnt exceed Rs. 10 Crore and Net Worth doesnt exceed Rs. 25 Crore, as on the CIRP commencement date.

21. MANAGEMENT DISCUSSION ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not provided in view the Company is under CIRP.

22. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Resolution Professional had appointed M/s Yashree Dixit & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is attached herewith as Annexure A.

23. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS RELATIONSHIP COMMITTEE:

The provisions as specified in Regulations 18, 19, 20 and 21 of SEBI (LODR) Regulations, 2015 shall not be applicable during the insolvency resolution process period in respect of a listed entity.

24. AUDITORS:

a. STATUTORY AUDITORS:

M/s. MAAK & Associates, (Firm Registration No. 135024W), Chartered Accountants was appointed as Statutory Auditors of your Company at the Annual General Meeting held on 28^th September, 2020 for a term of 5 (Five) consecutive years.

The modified Report given by the Auditors on the financial statements of the Company is part of the Annual Report.

The observations and comments, if any appearing in the auditors Report are self explanatory and do not call for any further explanation/clarification.

b. SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Yashree Dixit & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A".

The qualifications, adverse remark, if any appearing in the Secretarial Auditors Report are annexed in the report.

c. COST AUDITOR:

Due to discontinuance of operations of the factory of the Company and further no operating activity during the period under review, No Cost Auditor was appointed.

25. INSURANCE:

The Companys properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc. as per the consistent policy of the Company.

26. DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

27. SUBSIDIARIES/ ASSOCIATES/ JVS:

As on 31^st March, 2024, the Company does not have any Subsidiary, Associate or Joint Venture company. Hence, preparation of consolidated financial statements and statement containing salient features of the Subsidiary/ Associate or Joint Ventures companies in Form AOC-1 as per the provisions of Section 129 of the Companies Act, 2013 is not applicable to the Company.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

An application for admission of the Company under Corporate Insolvency Resolution Process was filed by Bank of India under Section 7 of Insolvency and Bankruptcy Code, 2016. The said application was admitted by Honble NCLT, Ahmedabad Bench vide its CP (IB) 09 of 2021 dated 07^th December, 2022. Pursuant to Section 14 of the Insolvency and Bankruptcy Code, 2016, moratorium is being levied on the corporate debtor and further in accordance with Section 17 of the Code, the powers of board of directors were suspended and are vested with the Resolution Professional.

IP Sunit Shah has been appointed as the Resolution Professional of the Corporate Debtor and the affairs of the Company are being managed by the RP. The Resolution Professional has made an application before Adjudicating Authority for approval of Resolution plan under Section 30(6) and Section 31(1) of the Insolvency and Bankruptcy Code which is still awaited.

29. 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 FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Except as disclosed in this report, there were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

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

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

31. SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards issued by the Institute of Company Secretaries of India which are mandatorily applicable to the Company.

32. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

The Resolution Professional while discharging his duties has prepared the financial statements of the Company. Detailed verification and authentication of the facts has provided in the Audit report is not been conducted by the RP and shall not be held liable for any irregularities, if any.

33. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

The suspended management of the Company had failed to cooperate with the Resolution Professional during the process of corporate insolvency resolution by not providing the adequate information and data related to the Company.

Considering which the Resolution Professional had filed an application before Honble NCLT, Ahmedabad Bench against the suspended management under Section 19(2) of Insolvency and Bankruptcy Code, 2016 vide its IA No. 158 of 2023. Due to lack of information, the Resolution Professional is unable to comment on the maintenance of the cost records of the Company.

34. DIRECTOR RESPONSIBILITY STATEMENT:

The financial statements of your Company for the financial year ended March 31, 2024 have been prepared by the RP while discharging his duties by complying with every applicable laws of the Company. With respect to the financial statements for the financial year ended March 31, 2024, the RP has signed the same solely for the purpose of ensuring compliance by the Corporate Debtor with applicable laws, and subject to the following disclaimers:

In certain instances, the amount of the claim admitted or to be admitted by the RP under CIRP process may differ from the amount reflecting in the books of accounts of your Company. The

audited financial statements are drawn on the basis of figures appearing in the books of accounts of your Company as on March 31, 2024.

The RP has signed the financial statements solely for the purpose of compliance and discharging his duties during CIRP period of your Company and in accordance with the provisions of the IBC, read with the regulations and rules there under, and based on the explanations, clarifications, certifications, representations and statement made by the existing staff of your Company in relation to the data pertaining to the period prior to the joining of the present management and does not have knowledge of the past affairs, finances and operations of your Company.

35. ACKNOWLEDGMENT:

The Resolution Professional express his sincere appreciation for the co-operation and assistance received from shareholders, bankers, financial institutions, regulatory bodies, government Authorities and other business constituents during the year under review. The Resolution Professional also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff and look forward to their continued support in future.

RELATED PARTY TRANSACTION As on Financial Year ended 31.03.2024

[Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014]

Form for Disclosure of 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 including certain arms length transaction under third proviso thereto.

DETAILS OF CONTRACT / ARRANGEMENT / TRANSACTION NOT AT ARMS LENGTH BASIS.

SR. NO. PARTICULARS	DETAILS
a) Name (s) of the related party & nature of relationship	There were no contacts or arrangements or transactions entered into during the year ended 31st March, 2024, which were not arms length basis.
b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction
d) Salient terms of the contracts or arrangements or transaction including the value, if any
e) Justification for entering into such contracts or arrangements or transactions
f) Date of approval by the Board
g) Amount paid as advances, if any
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188

DETAILS OF CONTRACT / ARRANGEMENT / TRANSACTION AT ARMS LENGTH BASIS.

S.NO. PARTICULARS	DETAILS
a) Name (s) of the related party & nature of relationship	There were no contacts or arrangements or transactions entered into during the year ended 31st March, 2024, which were arms length basis
b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction
d) Salient terms of the contracts or arrangements or transaction including the value, if any

* NOTE: We have received very few/Hmited data, information and documents from the Company and based on that we have prepared Form AOC-2 for the FY2023-24, therefore we are unable to give our opinion regarding the various compliances applicable to the company that has been complied with or not.

e) Date of approval by the Board
f) Amount paid as advances, if any

Further, the Resolution Professional had filed an application u/s 19(2) of Insolvency and Bankruptcy Code, 2016 against the suspended management of the Company before Honble NCLT, Ahmedabad Bench vide its IA No. 158 of2024.

For, Shree Rajeshwaranand Paper Mills Limited (IN CIRP)