Yash Pakka Ltd Directors Report.

To,

The Members,

The Directors are pleased to present to you the Thirty-Eight Annual Report on the business and operations of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2019.

1. CORPORATE OVERVIEW

The Company was incorporated in year 1981. The Company has started its first commercial production in year 1983 and has thereafter transformed from being an Indian small paper manufacture to a large specialty packaging products manufacturing and trading group with leadership position in specialty papers and Moulded products and enjoys a formidable position across paper industries in national and global markets.

2. FINANCIAL SUMMARY AND HIGHLIGHTS:

The summarized financial performance of your Company for the financial year 2018-19 as compared to previous year 2017-18 has been as under:

(Rs. In Lakhs)
Particulars For the year ended 31st March, 2019 For the year ended 31st March, 2018
I. Revenue from operations 25,025.59 20,174.84
II. Other income 517.56 348.84
III. Total Income 25,543.15 20,523.68
IV. Expenses
Cost of materials consumed 10,980.41 9,550.42
Purchase of stock-in-trade 12.20 -
Changes in inventories of finished goods, work-in-progress and stock-in-trade 146.48 (677.65)
Employee benefits expenses 2,419.09 1,971.03
Finance costs 1,682.31 1,281.06
Depreciation and amortization expenses 870.46 638.55
Other expenses 6,949.11 5,544.56
Total Expenses (IV) 23,060.06 18,307.97
V. Profit before Tax 2,483.09 2,215.71
1. Current tax 541.59 477.45
2. Deferred tax (131.58) 490.28
3. Tax adjustments relating to earlier years 2.10 0.01
VII. Profit for the period 2,070.98 1,247.97
VIII. Other comprehensive income -
(i) Items that will not be reclassified to profit or loss Re-measurements of the defined benefit plans (9.98) 6.29
(ii) Income tax related to items that will not be reclassified to profit or loss (2.90) 1.83
Sub Total (12.88) 8.12
IX. Total comprehensive income for the period 2,058.10 1,256.09
X. Earnings per equity share
1. Basic 5.88 3.62
2. Diluted 5.88 3.62

3. PERFORMANCE REVIEW

During the financial year 2018-19, the Company recorded an impressive performance by recording its highest ever revenue, EBITDA and Profit After Tax (PAT). While Revenue registered an increase by 24.46%, EBITDA registered an increase by 21.78%, PAT improved by 65.95%. These results were driven by higher sales volume, higher sales price realization and lower input cost. Improved productivity from our mills helped to generate more volume for sales revenue and lower manufacturing cost from more efficient operations. The Company continued to focus on important initiatives for innovating new products as well as improving the customer experience and operational efficiencies. The summarized production, sales and exports of products of your Company for the financial year 2018-19 as compared to previous year 2017-18 has been as under:

Particulars Unit of Measurement Current Year ended 31.03.2019 Previous Year ended 31.03.2018
PRODUCTION
i. Kraft Paper MT 21,058 19,646
ii. Poster Paper MT 17,429 17,238
iii. Pulp MT 7,243 7,429
iv. Moulded Products* MT 1,276 247
v. Egg Tray Pieces 1,01,85,000 81,39,300
SALES
i. Kraft Paper MT 21,098 19,278
ii. Poster Paper MT 17,799 16,998
iii. Pulp MT 7,428 7,429
iv. Moulded Products* MT 1,150 118
v. Egg Tray Pieces 1,01,85,000 82,28,600
EXPORTS
i. Kraft Paper MT 4,426 3,766
ii. Poster Paper MT 2,541 1,875
iii. Moulded Products* MT 21.55 0

*Commercial Production of Moulded Products (Tableware) started with effect from 2nd January, 2018.

4. DIVIDEND

Based on the Companys performance, the Directors have recommended a final dividend of 10% (Rs. 1 per equity share) for the year ended 31st March, 2019 subject to approval of the members at their Annual General Meeting.

( Rs. In Lakhs)
Particulars As at 31st March, 2019 As at 31st March, 2018
Final Dividend for the year ended Re. 1 per share (P.Y. Nil) 352.40 -
Dividend distribution tax on above 72.44 -
Total 424.84 -

The dividend on equity shares, if approved by the members, would involve a cash outflow of Rs. 352.40 lakhs plus applicable Dividend Distribution Tax.

5. TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for FY 2019, after all appropriation and adjustments was Rs. 4,128.86 lakhs. The details of Reserve are given below:-

( Rs. In Lakhs)
Particulars As at 31st March, 2019 As at 31st March, 2018
Capital Reserve 37.32 37.32
Securities Premium 1,172.15 1,172.15
General Reserve 550.00 550.00
Retained Earnings 4,128.86 2,057.88
Other Comprehensive Income (41.90) (29.02)
Total 5,846.43 3,788.33

6. SHARE CAPITAL

The authorized share capital of the Company was Rs. 6,000 lakhs divided into 540 lakhs equity shares of Rs. 10 each and 6 lakhs preference share capital of Rs. 100 each.

The paid up Equity Share Capital of the Company as on 31st March, 2019 was Rs. 3,524 lakhs.

The paid up Equity Share Capital of the Company as on 11th May, 2019 i.e. the date of Directors Report was Rs. 3,524 lakhs.

The Company has not issued shares with differential voting rights, employee stock options and sweat equity shares during the year under review. The Company has paid Listing Fees for the financial year 2019-20 to BSE Limited, where its equity shares are listed.

7. HUMAN RESOURCE DEVELOPMENT

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process and management development programs to upgrade skills of manager. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

The Company believes in the potential of people to go beyond and be the game-changing force for business transformation and success. This potential is harnessed by fostering an open and inclusive work culture that enables breakthrough performance and comprehensive development of employees through the three pillars of Leading Self, Leading Teams and Leading Business.

8. CREDIT RATING

The Company had given mandate to Care Ratings Limited to rate its long term and short term debts. The Care Ratings Limited had issued Credit Rating Letter on 28th September, 2018 as detailed below:-

Facilities Rating Amount (Rs. crore)
Long Term Bank Facilities (term Loan) CARE BBB; Stable (CARE Tripe B; Outlook: Stable) 97.87
Long Term Bank Facility (Working Capital facility) CARE BBB; Stable (CARE Tripe B; Outlook: Stable) 79.73
Long Term Bank Facility (Non-Fund Based -BG) CARE A3 (A Three) 17.79
Non-fund-based -Long Term-Bank Guarantees CARE BBB; Stable (CARE Tripe B; Outlook: Stable) 6.41

Total Facilities: Rs. 201.80 Crores (Rupees Two hundred and one Crore and eighty lakhs only)

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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

There has been no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate i.e. 31st March, 2019 and the date of the report i.e. 11th May, 2019.

10. DETAILS OF SIGNIFICANT AND MATERIAL

ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There is no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

11. INTERNAL FINANCIAL CONTROL SYSTEMS

AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to Kapoor Tandon & Co., Chartered Accountants, a firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism. The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the

Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

12. CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance forms an integral part of this Report.

13. VIGIL MECHANISM / Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concerns or grievances & to provide adequate safeguards against victimization of persons who may use such mechanism. The Whistle Blower Policy has been posted on the website of the Company at https://www.yashpapers.com.

14. POLICY ON PREVENTION OF SEXUAL

HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a PolicyonPrevention,ProhibitionandRedressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has revisited the Internal Complaints Committee members and emphasized on the roles and responsibilities expected from the members. Posters and Banners were refreshed with the list of committee members and strengthened the awareness of zero tolerance through campaigns.

Opening as on 01.04.2019 Received during FY 2018-19 Redressed during FY 2018-19 Closing as on 31.03.2019
0 0 0 0

15. RISK MANAGEMENT

Risk management is embedded in your Companys operating framework. Your Company believes that managing risks helps in maximizing returns. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.

16. COMPLIANCE OF SECRETARIAL STANDARDS:

During the financial year under review, the Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors), SS-2 (Secretarial Standard on General Meetings) and has also voluntarily complied with SS-4 on (Secretarial Standard on Report of the Board of Directors), as applicable, issued by the Institute of Company Secretaries of India.

17. RELATED PARTY TRANSACTION

All transactions entered with Related Parties for the year under review were on arms length basis. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. All related party transactions are mentioned in the note no.34 to the accounts. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are verified by the Risk Assurance Department and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company and can be seen at the link https://www. yashpapers.com. None of the Directors has any pecuniary relationship or transactions vis--vis the Company except remuneration and sitting fees.

The form AOC-2 regarding related party transaction is annexed as Annexure ‘A and forms an integral part of this Report.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the areas of environment sustainability, preventive health care, eradication of hunger, education, women empowerment, health, hygiene and sanitation. These projects are in accordance with Schedule VII of the Act and the Companys CSR policy. During the year, the Board of Directors on the recommendation of Corporate Social Responsibility Committee of the Company has amended the CSR policy and decided that for the Financial Year 2018-19, the focus areas of the Company for utilizing the earmarked CSR Fund are as under:

• Eradicating hunger, poverty and malnutrition;

• Promotion of healthcare including preventive healthcare;

• Promotion of education and employment- enhancing vocational skills;

• Ensuring environmental sustainability;

• Other areas approved by the CSR Committee within the ambit of CSR Rules as amended from time-to-time.

The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure ‘B and forms an integral part of this Report. The CSR Policy has been uploaded on the Companys website at https://www. yashpapers.com.

19. AUDITORS OBSERVATION: 19.1 STATUTORY AUDITOR

The Statutory Auditor of the Company has given unqualified report during the year under review.

19.2 SECRETARIAL AUDITOR

The Secretarial Auditor of the Company has given unqualified report during the year under review.

20. DIRECTORS:

20.1 CHANGES IN DIRECTORS

Mr. Basant Kumar Khaitan (DIN: 00117129) was appointed as an Independent Director (Additional Director) in the Company on a term of 5 years in the Board Meeting held on 19th May, 2018. Mr. Basant Kumar Khaitan was further regularized in the 38th Annual General Meeting held on 22nd September, 2018.

Mr. Narendra Kumar Agarwal (DIN: 05281887) was re-appointed as the Whole-time Director (Directors Works) for the period of three years w.e.f. 24th July, 2018.

Pursuant to the Special resolution passed at the Annual General Meeting held on 22nd September, 2018, Mr. Kaikobad Dorab Pudumjee (DIN: 01594401) and Mr. Gyanendra Nath Gupta (DIN: 00027502), the Independent Directors of the Company have been re-appointed for "Second term" in line with the explanation to Sections 149(10) and 149(11) of the Companies Act, 2013.

Further, Pursuant to the Regulation 17(1A) of the Amendment Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") a special resolution has been passed in Extra Ordinary General Meeting held on 27th April, 2019 for continuation of directorship in the Company of Mr. Kaikobad Dorab Pudumjee and Mr. Gyanendra Nath Gupta, the Independent Directors of the Company.

Mrs. Manjula Jhunjhunwala (DIN: 0192901) is a Director retiring by rotation in pursuance of Section 152 of the Companies Act, 2013, being eligible, offers herself for re-appointment.

20.2 CHANGES IN KEY MANAGERIAL PERSONNEL

Mr. Anil Kumar Gupta, Chief Financial Officer (KMP) of the Company has resigned from the post of CFO with effect from 5th February, 2019.

Mr. U. U. V. Ravikanth has been appointed as Chief Financial Officer (KMP) of the Company with effect from 5th February, 2019.

20.3 INDEPENDENT DIRECTOR(S) DECALARATION

In pursuance of sub-section (7) of Section 149 of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, as amended, ("SEBI Listing Regulations") all the Independent Directors have furnished the declaration that they meet the criteria of Independence as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations.

In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI Listing Regulations. A formal letter of appointment to Independent Directors as provided in Companies Act, 2013 has been issued and disclosed on website of the Company viz. http://www. yashpapers.com.

As per Regulation 17A of the Listing Regulations, Independent Directors of the Company do not serve as Independent Director in more than seven listed companies. Further, the Managing Director of the Company does not serve as an Independent Director in any listed entity.

20.4 BOARD ANNUAL EVALUATION

Pursuant to the provisions of the Section 134 and 178 of the Companies Act, 2013 read with Regulation 17 and 19 of the SEBI Listing Regulations, annual performance evaluation is to be carried out of the Board and its Committees, the Chairman and IndividualDirectors.Toensureaneffective evaluation process, the Nomination and Remuneration Committee of the Board of Directors has put in place a robust evaluation framework for conducting the performance evaluation exercise. Performance Evaluation was done based on the structured questionnaire prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Directors was completed during the year under review. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process.

20.5 NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company at http://www. yashpapers.com.

21. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. In the preparation of the annual accounts for the year ended 31st March, 2019, the applicable accounting standards have been followed along with the proper explanation relating to the material departure;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit of the Company for the year ended on that date;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on-going concern basis;

e. 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. 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.

22. BOARD AND COMMITTEE OF THE BOARD

The Board of Directors have the following Committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Corporate Social Responsibility Committee

e. Strategic Committee

f. Information Technology Committee with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming an integral part of this Annual Report.

23. AUDITORS

23.1 STATUTORY AUDITORS

CNK & Associates LLP, Chartered Accountants, Mumbai, [Firm Registration No. 101961W/W-100036] submitted their report for the financial year ended 31st March, 2019. There is no audit qualification, reservation or adverse remark for the year under review.

The Company appointed CNK & Associates LLP, Chartered Accountants, Mumbai as Statutory Auditor of the Company for a term of 5 years from the conclusion of 36th AGM till the conclusion of 41 AGM to be held in the year 2022. The Statutory Auditors have submitted the necessary eligibility certificate in terms of second and third proviso to Section 139(1) of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

23.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company has appointed Adesh Tandon & Associates, a firm of Company Secretaries in Practice (C.P.No.1121) to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2020. The Secretarial Audit Report for the financial year ended 31st March, 2019 is annexed as Annexure ‘C and forms an integral part of this Report.

23.3 INTERNAL AUDITORS

The Board of Directors of the Company in its meeting held on 11th May, 2019 has appointed Kapoor Tandon & Co., Chartered Accountants, Kanpur of the Company as Internal Auditor of the Company for conducting the Internal Audit for the financial year ended 31st March, 2020.

23.4 COST AUDITORS

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained relating to Paper Divisions every year. The Board of Directors, on the recommendation of Audit Committee, has re-appointed Mr. Rakesh Mishra, Cost Accountant as Cost Auditor to audit the cost accounts of the Company for the financial year 2019-20. As required under the Act, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

24. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure ‘D and forms an integral part of this Report.

26. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Act, is annexed as Annexure ‘E which forms an integral part of this

Report and is also available on the Companys website viz. https://www.yashpapers.com.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") is provided in a separate section and forms an integral part of this Report.

28. PARTICULARS OF EMPLOYEES

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows: i. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary during the financial year 2017-18, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2018-19 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Name of Directors / KMP Remuneration of the Director / KMP in F.Y.2018-19 (Rs. ) Remuneration of the Director / KMP in F.Y.2017-18 (Rs. ) % increase in F.Y.2018-19 (Rs. ) Ratio (times) of the remuneration of each director to the median remuneration of the employees Comparison of the remuneration of the KMP against the performance of the company
Mr. Ved Krishna, Managing Director (KMP) 1,13,87,362 70,11,208 62.42% 38.86 The turnover of the Company increase 24.04% and Net Profit for the financial year ended March 31, 2019 increased by 65.95% in comparison to last financial year.
Mr. Jagdeep Hira, Joint Managing Director (KMP) 94,58,164 77,76,643 21.62% 32.28
Mr. Narendra Kumar Agrawal, Director Works 37,19,864 30,52,912 21.85% 12.70
Mr. Anil Kumar Gupta1, Chief Financial Officer (KMP) 18,72,267 17,44,433 7.33% 6.39
Mr. U. U. V. Ravikanth2, Chief Financial Officer (KMP) 2,66,118 NA NA 0.91
Mr. Sachin Kumar Srivastava, Company Secretary & Head Legal (KMP) 14,37,487 12,16,539 18.16% 4.91

1. M r. Anil Kumar Gupta has resigned from the post of Chief Financial Officer of the Company w.e.f. 5th February, 2019.

2. Mr. U. U. V. Ravikanth was appointed as Chief Financial Officer of the Company w.e.f. 5th February, 2019.

ii. The median remuneration of employees of the Company during the financial year was Rs. 2.93 lakhs.

iii. In the financial year, there was an increase of 14.12% in the median remuneration of employees;

iv. There were 426 permanent employees on the rolls of the Company during the financial year 2018-19.

v. Relationship between average increase in remuneration and company performance:- The Net Profit for the financial year ended 31st March, 2019 increased by 65.95% whereas the increase in median remuneration was 8.54%. The average increase in median remuneration was in line with the performance of the Company.

vi. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company: The total remuneration of Key Managerial Personnel has increased 25.74% during the year in comparison to last year.

vii. a) Variations in the market capitalisation of the Company: The market capitalization of the Company has been decreased by 23.02% as on 31st March, 2019 to Rs. 18,381.18 lacs in comparison of Rs. 23,878.62 lacs as on 31st March, 2018.

b) Price Earnings ratio of the Company: The Price Earnings Ratio was 8.87 as at 31st March, 2019 in comparison to 13.47 as on 31st March, 2018 .

c) Percent increase over/ decrease in the market quotations of the shares of the company as compared to the rate at which the Company came out with the last public o er in the year:

The Company had come out with Further Public Offer (FPO) in 2005. An amount of Rs. 2,352 lacs invested in the said FPO by issuing 1,68,00,000 equity shares at Rs. 14 would be worth Rs. 8,763 lacs as on 31st March, 2019. There has been increased of 272.58% in the shares of the Company in comparison to FPO.

viii. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2018-19 was 30.33 % whereas the increase in the managerial remuneration for the same financial year was 15.87%.

ix. The key parameters for the variable componentofremunerationavailedbythe directors are considered by the Board of Directors based on the recommendations of the Human Resources, Schedule V of the Companies Act, 2013, Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

x. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year –Not Applicable; and

xi. It is hereby affirmed that the remuneration paid is as per the as per the Schedule V of the Companies Act, 2013, Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

xii. Except Mr. Ved Krishna, Executive Vice Chairman of the Company, no eemployee was employed throughout the financial year at an aggregate salary of not less than Rs. 1,02,00,000/- per annum.

xiii. No Employee was employed for a part of the financial year at an aggregate salary of not less than Rs. 8,50,000/- per month. xiv. Details of Top Ten employees of the company as required under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended vide Notification dated 30th June, 2016 by Ministry of Corporate Affairs for the year ended 31st March, 2019:

Name & Age Quali cation Designation Date of Joining No. and % of equity shares held Remuneration (Amount in Rs. ) Previous employment
1 Mr. Ved Krishna (44 years) B. A. (Hons.) Executive Vice Chairman 30/05/1999 1,10,09,950 (31.24) 1,13,87,362 -
2 Mr. Jagdeep Hira (47 Years) Bachelor of Engineering Technology Managing Director & CEO 10/10/2016 - 94,58,165 Trident Group Limited
3 Mr. Narendra Kumar Agrawal (48 Years) Bachelor of Engineering Director Works 15/12/2011 500 (0.00) 37,19,864 Century Paper and Pulp
4 Mr. Manoj Kumar Maurya (45 Years) Master of Commerce Commercial Head 01/09/1998 - 22,24,765 -
5 Mr. Sushant Arun Sinha (43 years) B. Tech, P.G. Diploma in Production & Materials Management Mechanical Head 20/03/2017 - 21,31,583 Trident Group Limited
6 Mr. Anil Kumar Gupta (57 Years) B.Com, ICWA (Inter) Legal Head 15/04/1989 900 (0.00) 22,34,357 U.P. Sehkari Katai Mills Limited
7 Mrs. Navina John (40 Years) Master of Human Resource Management Human Resource Head 17/05/2018 - 17,16,615 Muthoot Finance Ltd.
8 Mr. Sumant Pai (39 Years) P.G. Diploma in Film and Television Head of Marketing 24/02/2014 - 17,15,586 Rising Star Entertainment Pvt. Ltd.
9 Mr. Anil Kumar Khare (42 Years) BE (Pulp & Paper ) Pulp Mill Head 26/06/2017 - 16,95,286 PT OKI Pulp & Paper Indonesia
10 Mr. Vivek Kumar Sharma (42 Years) M. Tech Instrumentation Head 25/11/2016 - 16,90,903 PT OKI Pulp & Paper Indonesia

xvi.No employee of the Company receiving remuneration part of the financial year in excess of the amount drawn by the Managing Director. No one was employed throughout the financial year or part thereof receiving remuneration in excess of the amount drawn by the Managing Director.

29. COMPANIES WHICH CEASED TO BE HOLDING, SUBSIDIARY OR ASSOCIATE COMPANY

There is no holding, subsidiary or associate Company of the Company.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming a part of this annual report.

31. INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company was not required to transfer any amount and shares to Investor Education and Protection Fund ("IEPF").

32. GREEN INITIATIVES

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 39th Annual General Meeting together with Annual Report of the Company are sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies are sent through the permitted mode.

33. CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factor.

34. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Companys achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors, bankers and other stakeholders for their continued support and faith reposed in the Company.

Your Directors also thank the Government of India, Government of Uttar Pradesh, Government of other various States in India and concerned government departments/agencies for their co-operation.

Your Directors appreciate and value the contributions made by every member of Yash family.

For and on Behalf of the Board
K. D. Pudumjee
Camp: Lucknow Chairman
Date: 11th May, 2019 DIN: 01594401