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Directors Report of Pakka Ltd.

Mar 31, 2023

The Directors have pleasure in presenting their 42^nd Annual Report and Audited Financial Statements for the year ended 31^st March 2023.

1. Financial Results:				Rs. In Lakhs
Particulars	Standalone For the year ended March 31		Consolidated For the year ended March 31
Particulars	2023	2022	2023	2022
I. Revenue from operations	40,830.82	29,108.63	40,830.82	29,108.63
II. Other income	1,158.47	813.25	1,160.29	813.25
III. Total Income	41,989.29	29,921.88	41,991.11	29,921.88
IV. Expenses
Cost of materials consumed	15,402.18	11,746.92	15,402.18	11,746.92
Purchase of stock-in-trade	578.25	6.18	578.25	6.18
Changes in inventories of finished goods, work-in-progress and stock-in-trade	219.81	-124.56	219.81	-124.56
Employee benefits expenses	4,792.11	3,557.01	5,010.34	3,736.38
Finance costs	1,112.91	936.26	1,126.28	939.62
Depreciation and amortization expenses	1,272.79	1,021.54	1,274.65	1,021.54
Other expenses	11,380.07	7,409.21	11,687.07	7,475.48
Total Expenses (IV)	34,758.12	24,552.56	35,298.58	24,801.56
V. Profit before Tax (III - IV)
VI. Tax expense:	7,231.17	5,369.32	6,692.53	5,120.32
1. Current tax
2. Deferred tax	1,434.61	980.00	1,434.61	980.00
3. Tax adjustments relating to earlier years	650.32	565.11	650.32	565.11
VII. Profit for the period (V - VI)	0.00	4.19	0.00	4.19
VIII. Other comprehensive income	5,146.24	3,820.02	4,607.60	3,571.02
(i) Items that will not be reclassified to profit or loss Re-measurements of the defined benefit plans	-38.13	-67.51	-38.13	-67.51
(ii) Income tax related to items that will not be reclassified to profit or loss	11.10	19.66	11.10	19.66
(iii) Foreign Currency Transition Reserve	-	-	8.67	-0.71
(vi) Non-Controlling Interest	-	-	3.31	0.00
Sub Total	-27.03	-47.85	-18.36	-48.56

H In Lakhs
Particulars	Standalone		Consolidated
	For the year ended March 31		For the year ended March 31
	2023	2022	2023	2022
IX. Total comprehensive income for the period (VII - VIII)	5,119.21	3721.17	4589.24	3,522.46
X. Earnings per equity share
1. Basic	13.51	10.03	12.10	9.38
2. Diluted	13.45	10.03	12.04	9.38

2. PERFORMANCE REVIEW

2.1 CONSOLIDATED

The Operative Revenue stood at H40,830.82 lakhs in FY23 compared to H29,108.63 lakhs in FY22 on a consolidated basis. There was an increase of 40.27% in Operative Revenue in comparison to last financial year. The Consolidated Profit after tax in FY23 was at H4,607.60 lakhs compared to H3,571.02 lakhs in FY22. There was an increase of 29.03% in consolidated profit after tax.

2.2 STANDALONE

The Operative Revenue stood at H40,830.82 lakhs in FY23 compared to H29,108.63 lakhs in FY22 on a standalone basis. There was an increase of 40.27% in Operative Revenue in comparison to last financial year. The Standalone Profit after tax in FY23 was at H5,146.24 lakhs compared to H3,820.02 lakhs in FY22. There was an increase of 34.72% in standalone profit after tax.

2.3 PRODUCTION AND SALES

Your Company has reported following production and sales:

(H In lakhs)
Name of Products	Unit of	Productions		Sales
	Measurement	Current Year 31.03.2023	Previous Year 31.03.2022	Current Year 31.03.2023	Previous Year 31.03.2022
Kraft Paper	MT	22,384	22,824	22,332	22,332
Poster Paper	MT	17,384	16,315	17,308	16,183
Total Paper	MT	39,768	39,139	39,631	38,515
Pulp	MT	10,134	8,872	9,710	8,815
Moulded (Tableware) Products	MT	2,018	1,630	2,327	1,596
Pith Pallet	MT	6295	6,639	5,096	4,934
Egg Tray	Pieces in Lakhs	140.38	117.08	132.85	117.37

2.4 ANNUAL PERFORMANCE

Details of your Company''s annual performance are published on the Company''s website and presented during the Investors Meet. The same can be accessed under the Investors Meet tab in the Investor Section of the website of the Company: www.pakka.com.

3. DIVIDEND

Based on the Company''s performance, the Directors have recommended a final dividend of 24% (H2.40 per equity share) for the year ended 31^st March, 2023 subject to approval of the members at ensuing Annual General Meeting.

(H In lakhs)
Particulars	As at	As at
	31^st March, 2023	31^st March, 2022
Final Dividend for the year ended H2.40 per share (P.Y. H2 per share)	913.88	761.57
Total	913.88	761.57

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at the prescribed rates as prescribed under the Income-tax Act, 1961.

The dividend on equity shares, if approved by the members, would involve a cash outflow of H913.88 lakhs.

4. TRANSFER TO RESERVES

As per Standalone financials, the net movement in the reserves of the Company for FY23 and FY22 is as follows:-

(H In lakhs)
Particulars	As at	As at
	31^st March, 2023	31^st March, 2022
Capital Reserve	37.32	37.32
Securities Premium	1,172.16	1,172.16
Employees Share Base payment Reserve	227.15	-
General Reserve	550.00	550.00
Retained Earnings	15,692.41	11,253.18
Other Comprehensive Income	(138.60)	(111.57)
Total	17,540.44	12,955.65

5. SUBSIDIARIES/JOINT VENTURES/ASSOCIATES

We, along with our subsidiaries, provide manufacturing, consulting, technology, outsourcing and marketing services. We had 3 subsidiaries i.e., Pakka Inc, an USA-based Company, Pakka Pte Ltd, a Singapore based subsidiary company

and Pakka Impact Limited, an India based subsidiary company. The financial transactions of the said subsidiary during the year are included in the Consolidated Financial Statements of the Company.

During the year, the Board of Directors reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the Consolidated Financial Statements of the Company, which form part of this Annual Report based on the financial statements certified by the Management of the subsidiary company. Further, a statement containing the salient features of the financial statements of our subsidiary in the prescribed format AOC-1 as per Section 129(2) of the Companies Act, 2013 (the Act) is appended as ''Annexure - I'' to the Director''s report. The statement also provides details of the performance and financial position of each of the subsidiary, along with the changes that occurred, during FY23.

Further, pursuant to the provisions of Section 136 of the Act, the audited financial statements including consolidated financial statements along with relevant documents of the Company and management certified financial statements of the subsidiaries are available under tab of Annual Report of Investor Section on the website of the Company www.pakka.com.

The policy for determining material subsidiaries of the Company has been provided in the following link under tab of Policy of Investor Section on the website of the Company www.pakka.com.

6. SHARE CAPITAL

The authorized share capital of the Company was H6005 lakhs divided into 565 lakhs equity shares of H10 each and 4 lakhs preference share capital of H100 each as on 31^st March, 2023. the authorized share capital increased to H6,005 lakhs after merger of Yash Compostables Limited into the Company.

The paid up Equity Share Capital of the Company as on 31^st March, 2022 was H3,524 lakhs. The paid up Equity Share Capital of the Company was increased to H3807.85 lakhs on 13^th May, 2022 on account of merger of Yash Compostables Limited. The paid up Equity Share Capital of the Company is H3807.85 lakhs on 12^th August, 2023 i.e. the date of Directors'' Report.

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 2022-23 and 2023-24 to BSE Limited, where its equity shares are listed.

7. TSOP (ESOP) DISCLOSURE

Your Company has approved TSOP (ESOP) in the Board Meeting in the year 2019 i.e., ''Yash Team Stock Option Plan - 2019'' and approved by the members of the Company in the 39^th Annual General Meeting held on September 20, 2019 and further medication approved in the 40^th Annual General Meeting held on 31^st October 2020, which was not implemented.

The Members of the Company in their Extra Ordinary General Meeting held on May 6, 2022 approved the new scheme ''Yash Team Stock Option Plan -2021'' (''TSOP''/''Plan''), in supersession of earlier Special Resolution passed by the Members of the Company as aforesaid and authorised the Board (including Compensation Committee) to create, offer, issue, reissue, grant, transfer and allot from time to time, and in one or more tranches, such number of Team (Employee) Stock Options (hereinafter referred to as âOptionsâ), under the YASH TEAM STOCK OPTION PLAN - 2021 (''New TSOP'') and to issue fresh options, reissue options that may lapse/ get cancelled/ surrendered in future under the New TSOP in complete supersession of any earlier team member (employee) stock option plan of the Company and to issue and allot such number of Equity Shares of the Company H10 (Rupees ten only) each not exceeding 20,00,000 (Twenty Lakhs) Equity Shares, representing in the aggregate 5.68 % (approx.) of the issued, paid-up and subscribed share capital of the Company (as on April 01, 2022) at such price or prices, and on such terms and conditions, as may be determined by the Board in accordance with the provisions of New TSOP and in due compliance with the SBEB Regulations and other applicable laws, rules and regulations, to or to the benefit of the eligible team members i.e. employees/ directors of the Company (i.e. Eligible Beneficiaries as defined in the ''New TSOP'')

Thereafter, the Nomination and Remuneration Committee (Compensation Committee) of the Board of Directors of the Company (âNRCâ) in its meeting held on July 7, 2022 has granted 14,16,600 stock options of the Company to 361 number of the eligible Team members in terms of TSOP at an exercise price of H82.21 (Rupees Eighty-Two and Twenty-One paisa Only) per Share.

The disclosure relating to ESOPs required to be made under the provisions of the Companies Act, 2013 and the rules made thereunder and the Securities and Exchange Board of India (Share Based Employee Benefit and Sweat Equity) Regulations, 2021 (âSBEB Regulationsâ) is provided on the website of the Company www.pakka.com under Investor Section.

A certificate obtained from the Secretarial Auditors, confirming that the TSOP (ESOP) Schemes of the Company are in compliance with the SBEB Regulations

and that the Company has complied with the provisions of the Companies Act, 2013 and the SBEB Regulations is also provided in ''Annexure - II'' forming part of this Report.

8. HUMAN RESOURCE DEVELOPMENT

A key area of focus for your Company is to create a performance driven workforce while ensuring the health and well-being of employees and their families.

Many policies and benefits were implemented to maximize employee engagement and welfare. Your Company also continues to endeavour to create a work environment which is collaborative and learning and growth oriented to enable employees to perform at their full potential. Our Human Resource (HR) strategy adopts a multipronged approach covering all the key facets of employee development.

Learning as a stated value of the Company also sets the tone of your Company''s aim to develop competencies to rise to new challenges especially posed by ventures into new business areas.

9. CREDIT RATING

During the year under review, the Company has given mandate for Credit Rating, however the same is under evaluation till the date of report.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COM PANYâS 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.

12. SCHEME OF ARRANGEMENT BETWEEN THE COMPANY AND YASH COMPOSTABLES LIMITED

The Board of Directors and Members of the Company had approved a scheme of arrangement between (i) the Company, its shareholders and creditors, and (ii) Yash Compostables Limited (YCL) and its shareholders and creditors (the âSchemeâ). The Scheme contemplates the merger by absorption of YCL by the Company. The Scheme had been approved by the Hon''ble National Company Law Tribunal, Allahabad Bench vide order dated April 18, 2022 and Stock Exchange had also given its final approval to the Company. YCL has been dissolved without winding up basis on terms and conditions as detailed in the Scheme.

Subsequent to the year under review, 28,38,500 Equity Shares of Face Value of H10/- each of Pakka Limited has been allotted on 13.05.2022 to the Shareholders of Yash Compostables Limited (i.e. 56.77 (Fifty-Six point Seventy-Seven) Equity Shares of Face Value of H10/- each of Pakka Limited to the Shareholders of Yash Compostables Limited for every 1 (One) Equity Share of Face Value of H10/- each held by the Shareholders of Yash Compostables Limited) pursuant to Clause 8.1 of the Scheme of Merger by Absorption as approved by the Hon''ble National Company Law Tribunal, Allahabad Bench vide order dated 18â April, 2022.

13. DEPOSITS

During the year under review, the Company has not accepted deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and the rules framed thereunder, and the requisite returns have been filed. The Company does not have any unclaimed deposits as of date.

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such IFCs with reference to the Financial Statements are adequate. The Company has designed and implemented a process driven framework for Internal Financial Controls (âIFCâ) within the meaning of the explanation to section 134(5)(e) of the Companies Act, 2013.

Your Company has appointed Mahajan & Aibra., Chartered Accountants, Mumbai as Internal Auditor of the Company. 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.

15. CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance forms part of this Annual Report.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with its Code of Conduct, any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the Code of Conduct cannot be undermined.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of Directors of the Company for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors.

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 under Policy Tab of Investor Section on www.pakka. com.

17. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal 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 01.04.2022	Received during FY 2022-23	Redressed during FY 2022-23	Closing as on 31.03.2023
0	0	0	0

18. RISK MANAGEMENT

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company''s 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.

19. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per the requirement of Section 186(4) of Companies Act, 2013, particulars of loans given, investments made, guarantees given or securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Standalone Financial Statements

forming a part of the Annual Report. The Company is in compliance with the limits as prescribed under Section 186 of Companies Act, 2013 read with Rule 11 of the Companies (Meeting of Board and its Powers) Rules, 2014.

21. RELATED PARTY TRANSACTION

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the Policy on Materiality of Related Party Transactions and the same can be accessed under Policy Tab of Investor Section on www.pakka.com.

During the year under review, all transactions entered into with related parties were approved by the Audit Committee of the Board. Certain transactions, which require the approval of the Board, were approved by the Board also. During the year, the Company had not entered into any contract, arrangement or transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The disclosures as required under Part A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in accordance with Ind AS 24 in the notes to Standalone Financial Statements.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors of the Company has adopted a Corporate Social Responsibility (CSR) Policy as available under Policy tab of Investors Section on the website www.pakka.com of the Company on the recommendation of CSR Committee and this policy has been amended from time to time to ensure its continued relevance and to align it with the amendments to applicable provisions of law. The Company undertakes CSR activities in accordance with the said Policy.

The Company undertakes majority of CSR through Pakka Foundation (Previously known as K. K. Charitable Foundation). Pakka Foundation works along with the Board and the CSR committee in order to identify and implement CSR initiatives of the Company. Key CSR initiatives of the Company focus on Women Education, Child Development, Water Conservation, Healthcare and Sanitation. During the year under review, the Company has spent H137.75/-Lakhs for its CSR activities during the financial 2022-23.

The disclosures required to be given under section 135 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in ''Annexure - III'' forming part of this Directors'' Report.

The Chief Financial Officer of the Company has certified that CSR funds so disbursed for the projects have been utilized for the purposes and in the manner as approved by the Board.

23. AUDITORSâ OBSERVATION:

23.1 STATUTORY AUDITOR REPORT

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

23.2 SECRETARIAL AUDITOR REPORT

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

24. DIRECTORS:

24.1 CHANGES IN DIRECTORS

The Members of the Company at their Extra Ordinary General Meeting held on 6^th May, 2022, approved the re-appointment of Mr. Narendra Kumar Agarwal (DIN - 05281887) as Director (Works). However, Mr. Narendra Kumar Agarwal has resigned from directorship of the Company with effect from 30^th July, 2022 due to personal and unavoidable circumstances.

Further, the Members of the Company at their Extra Ordinary General meeting held on 6^th May, 2022 had also approved the reappointment of Mr. Pradeep Vasant Dhobale as an Independent Director for the second term of five years w.e.f. 25.09.2022.

Further, the Members of the Company at their Extra Ordinary General meeting held on 6^th May, 2022 had also approved the appointment of Mr. Ved Krishna as Vice Chairman (Non-Executive) of the Company.

Further, the Members of the Company have approved re-appointment of Mr. Basant Kumar Khaitan (DIN: 00117129) for the 2^nd term as an Independent Directors at the 42^nd Annual General Meeting of the Company.

Further, the Board of Directors of the Company has approved the appointment of Mr. Shubham Ashok Tibrewal (DIN: 10274024) as an Additional Director (Independent Director) of the Company in the meeting of Board of Directors held on 12^th August, 2023.

In accordance with the requirements of the Act and the Company''s Articles of Association, Mrs. Kimberly Ann McArthur (DIN: 05206436), Director of the Company, retires by rotation is eligible for re-appointment. Members'' approval is being sought at the ensuing AGM for her re-appointment.

24.2 CHANGES IN KEY MANAGERIAL PERSONNEL

There are following changes in the Key Managerial Personnel during the year.

Mrs. Bhavna Kodarbhai Patel (Membership No.A31586), Company Secretary & Compliance Officer (KMP) of the Company has resigned from the post of Company Secretary & Compliance Officer with effect from August 1, 2022 due to personal reasons.

Mr. Sachin Kumar Srivastava (Membership No.F11111), Legal Head of the Company has been appointed to the post of Company Secretary and Legal Head of the Company with effect from 10^th August, 2022.

Mr. Jignesh Shah has resigned from the post of Chief Financial Officer with effect from 24^th November, 2022 due to his health issues.

Mrs. Neetika Suryawanshi has been appointed on the post of Chief Financial Officer with effect from 26^th December, 2022.

25. DECALARATION OF INDEPENDENCE

The Company has received Declarations of Independence as stipulated under section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Independent Directors confirming that he/she is not disqualified from being appointed/re-appointed/ continue as an Independent Director as per the criteria laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The same are also displayed on the website of the Company www.pakka. com under Investor Section.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.The Independent Directors of the Company have registered themselves with

the data bank maintained by Indian Institute of Corporate Affairs (IICA). In terms of section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors are exempted from undertaking the online proficiency self-assessment test conducted by IICA.

26. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act and the Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors based on criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members based on criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

In a separate meeting of Independent Directors, performance of NonIndependent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of the Executive Director and NEDs. The Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The above criteria are broadly based on the Guidance note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January, 2017. In a subsequent Board meeting, the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

27. POLICY ON BOARD DIVERSITY AND DIRECTOR ATTRIBUTES AND REMUNERATION POLICY FOR SENIOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the Nomination and Remuneration Committee is responsible for determining qualification, positive

attributes and independence of a Director. The Nomination and Remuneration Committee is also responsible for recommending to the Board, a policy relating to the remuneration of the Directors, KMP and other employees.

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 under Policy Tab of Investor Section at www.pakka.com.

28. DIRECTORSâ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls (IFCs) and compliance systems established and maintained by the Company, the work performed by the Statutory, Secretarial and Internal Auditors and external consultants, including the audit of IFCs over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee of Directors, the Board is of the opinion that the Company''s IFCs were adequate and effective during FY23. Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to the material departure;

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 view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) They 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) 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) 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.

29. BOARD AND COMMITTEES OF THE BOARD

29.1 Board Meetings

8 Board Meetings were held during the year under review. For further details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

29.2 Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following statutory Committees constituted by the Board function according to their respective roles and defined scope:

Â¦ Audit Committee

Â¦ Nomination and Remuneration Committee

Â¦ Corporate Social Responsibility Committee

Â¦ Stakeholders Relationship Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report.

The Company has adopted a Code of Conduct for its employees including the Managing Director. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors which includes the Code of Conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Act. The same can be accessed in Policy Tab of Investor Section at www.pakka.com. All Senior Management personnel have affirmed compliance with the Code of Conduct of the Company. The Managing Director has also confirmed and certified the same. The certification is enclosed as Annexure - I'' at the end of the Report on Corporate Governance.

30. AUDITORS

30.1 STATUTORY AUDITORS

Under Section 139(2) of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of two terms of five consecutive years and each such term would require approval of the shareholders. In line with the requirements of the Companies Act, 2013, Statutory Auditor CNK & Associates LLP, Chartered Accountants (ICAI Firm Registration Number 101961W/W-100036) were re-appointed for the 2^nd term as Statutory Auditor of the Company at the 42^nd AGM held on 30^thOctober, 2022 to hold office from the conclusion of the said meeting till the conclusion of the 47^th AGM to be held in the year 2027.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013, the Code of Ethics issued by the Institute of Chartered Accountants of India.

30.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company has appointed Amit Gupta & Associates, Practicing Company Secretaries (C.P.No.4682) to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2023.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. The Secretarial Audit Report is provided in ''Annexure - IV'' to this Report.

The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

30.3 INTERNAL AUDITORS

The Board of Directors of the Company in its meeting held on 29^th April, 2022 has appointed Mahajan & Aibra, Chartered Accountants, Mumbai of the Company as Internal Auditor of the Company for conducting the Internal Audit for the financial year ended 31^st March, 2023.

30.4 COST AUDITORS

As per the requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is not required to appoint cost auditors and maintain cost records.

31. 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.

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

Your Company is a pioneer in propagating energy conservation and operational efficiency with the objective of providing substantial benefit to customers in the form of reduced emissions, pollutants and deliver cost effective and environment friendly energy solutions.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - V'' and forms an integral part of this Report.

33. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on 31^stMarch, 2023 is available on the Company''s website and can be accessed at www.https://www.pakka.com/investors.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis, as required in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) is provided in a separate section and forms an integral part of this Annual Report.

35. 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(12) of the Act 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:

ii. The median remuneration of employees of the Company during FY23 was H4,54,303/- in comparison to H3,88,172/- during the FY22.

iii. In the financial year, there was an increase of 17.04% in the median remuneration of employees;

iv. There were 464 permanent employees on the rolls of the Company during the FY23 in comparison to 472 permanent employees on the rolls of the Company during FY22.

v. Average percentage increase made in the salaries of employees other than the managerial personnel in FY23 was 18.45 % whereas the decrease in the managerial remuneration for the same financial year was 0.54%. The figures for managerial remuneration are not comparable to last year due to appointment/changes made in managerial person during the said period.

vi. The key parameters for the variable component of remuneration availed by the 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; and

vii. 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.

viii. Except Mr. Jagdeep Hira, Managing Director of the Company, no other employee was employed throughout the financial year at an aggregate salary of H1,02,00,000/- per annum.

ix. Except, Mr. Jagdeep Hira, Managing Director, no other employee was employed for a part of the financial year at an aggregate salary of H8,50,000/- per month.

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

During the year under review, no company ceased to be holding, subsidiary or associate company of the Company.

37. 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 (âIEPFâ).

38. CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be âforward-looking statementsâ 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 Company''s operations include raw material availability and its prices, cyclical demand and pricing in the Company''s 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.

39. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

Â¦ The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year alongwith their status as at the end of the financial year, as no such proceedings initiated or pending.

Â¦ The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, as there was no instance of onetime settlement with any Bank or Financial Institution.

40. ACKNOWLEDGEMENTS

On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our shareholders, customers, business partners, vendors (both international and domestic), bankers, financial institutions and academic institutions for all the support rendered during the year.

The Directors are thankful to the Government of India, the various ministries of the State Governments, communities in the neighborhood of our operations, municipal authorities of Ayodhya, Uttar Pradesh and local authorities in areas where we are operational in India; as also partners, governments and stakeholders in international geographies where the Company operates, for all the support rendered during the year.

The Directors appreciate and value the contributions made by all our Team Members and their families for making the Company what it is.

For and on Behalf of the Board

Pradeep Vasant Dhobale

Place: Lucknow Chairman

Date: 12^th August, 2023 DIN: 00274636

Mar 31, 2018

TO,

THE MEMBERS OF YASH PAPERS LIMITED

The Directors have pleasure in presenting the 37^th Annual Report together with Audited Financial Statements of Yash Papers Limited for the financial year ended 31^st March, 2018.

1. FINANCIAL RESULTS

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

(Rs. In Lakhs)

Particulars	Current Year ended 31.03.2018	Previous Year ended 31.03.2017
I. Revenue from Operation	20295.48	18320.76
II. Other Income	228.20	339.32
III. Total Income	20523.68	18660.08
Cost of materials consumed	9550.42	8799.37
Purchase of Stock-in-trade	-	36.51
Changes in inventories of finished goods, work-in-progress and stock-in-trade	(677.65)	300.06
Employee Benefit Expenses	1971.03	1372.31
Finance Cost	1281.06	1466.51
Depreciation and Amortisation Expenses	638.55	672.06
Power & Fuel	3235.59	2447.91
Other Expenses	2308.97	2395.76
IV. Total Expenses	18307.97	17490.49
V. Profit before exceptional items and Tax	2215.71	1169.59
Exceptional Items	-	73.04
VI. Profit Before Tax	2215.71	1096.55
VII. Tax Expenses
- Current Tax	477.45	202.57
- Deferred Tax	490.28	115.29
- Tax adjustments relating to earlier years	0.01	-

VIII. Profit for the period	1247.97	778.69
IX. Other Comprehensive Incom
(a) Items that will not be reclassified to profit or loss
(i) Re-measurements of the defined benefit plans Equity Instruments through Other Comprehensive Income	6.29	(27.59)
(ii) Income tax related to items that will not be reclassified to profit or loss	1.83	(9.55)
Total Other comprehensive income for the year	8.12	(37.14)
X. Total comprehensive Income for the year	1256.09	741.55
XI. Earnings per equity share
1. Basic	3.62	2.42
2. Diluted	3.62	2.37

2. REVIEW OF OPERATIONS

Your Company has achieved a production of paper 36,909 MT (Kraft Paper 19,509 MT and Poster Paper 17,400 MT) and salable pulp of 7,375 MT during the year ended 31^st March, 2018 against a production of paper 35,794 MT (Kraft Paper 18,446 MT and Poster Paper 17,348 MT) and salable pulp of 5,088 MT in the previous year ended 31st March, 2017.

The Company has achieved sales of paper 35,734 MT (Kraft Paper of 18,940 MT, Poster Paper of 16,794 MT) and salable pulp of 7,429 MT during the year ended 31st March, 2018 against sales of paper 36,077 MT (Kraft Paper of 18,798 MT, Poster Paper of 17,289 MT) and salable pulp of 5,015 MT in the previous year ended 31st March, 2017.

The Company has not made any purchase and sales of trading of paper during the year ended 31^st March, 2018 against 69 MT in the previous year ended 31st March, 2017.

The Company has achieved production of 81,39,300 pieces of egg tray and sales of 82,28,600 pieces during the year ended 31^st March, 2018 against production of 65,15,550 pieces and sales of 68,39,750 pieces in the previous year ended 31st March, 2017.

The Company has achieved a Gross turnover of Rs.202.95 crores in the current year ended 31^st March, 2018 against Rs.183.21 crores in the previous year. Reserves as on 31st March, 2018 stood at Rs.37.88 crores as compared to Rs.24.96 crores of the preceding year 31st March, 2017.

3. EXPORT

The Company exported 6,201 MT Kraft and Poster Paper (4,094 MT Kraft Paper and 2,106 MT Poster Paper) during the year ended 31st March, 2018 against 5,335 MT in the previous year ended 31st March, 2017.

The Company has not exported any Traded Kraft and Poster Paper during the year ended 31st March, 2018 against 69 MT Traded Kraft and Poster Paper in the previous year ended 31st March, 2017.

4. DIVIDEND

In view of ongoing projects of the Company, Directors have decided to retain the profit and hence not recommended any dividend this year.

5. TRANSFER TO RESERVES

The Company does not propose to transfer amounts to general reserve out of the amount available for appropriation and an amount of Rs.2,057.88 lakhs is proposed to be retained in profit and loss account.

6. SHARE CAPITAL

The authorized share capital of the Company was Rs.6,000 lakhs divided into 560 lakhs equity shares of Rs.10 each and 4 lakhs preference share capital of Rs.100 each as on 31^st March, 2018.

The paid up Equity Share Capital of the Company as on 31st March, 2018 was Rs.3,524 lakhs.

During the year, the Company has increased its paid up capital by allotment of 29,30,000 equity shares on conversion of 29,30,000 warrants on preferential basis to Mr. Ved Krishna, Managing Director (Promoter & KMP) of the Company on 21^st July, 2017.

The paid up Equity Share Capital of the Company as on 19^th May, 2018 i.e. the date of Boardsâ Report is Rs.3,524 lakhs.

7. DEPOSITS

The Company has not accepted any deposits form public / shareholders in accordance with Section 73 of the Companies Act 2013 read with Rules made thereunder and as such, no amount on account of principal or interest on public deposits was outstanding on the date of the report.

8. INSURANCE

The properties of your Company comprising buildings, plant and machinery, other assets, stocks, etc. were adequately insured against various risks.

9. OUTLOOK

The GST regime is stabilizing and is expected to have a positive influence on the Companyâs business in the long run. The prices of raw material and packaging material have further increased. The Company will take necessary steps to mitigate this increase.

The Indian economy provides a large opportunity to the Company to market its differentiated products. Higher growth in select global economies could provide a boost to exports. Slower growth of the Indian economy could impact the performance of the Company.

10. HUMAN RESOURCE AND WELFARE

The Company takes special care to nurture and develop its human resources as it believes that they are the most valuable asset of the organisation. Employee engagement has been improved through the introduction of Sangh Level interactions & small group activities. The Company started giving paternity leave. Focused employee development through regular training interventions and counseling is a continuing process.

11. INDUSTRIAL RELATIONS

Industrial relations at our plants continued to remain peaceful and cordial throughout the year. Our continuous dialogue with the union and workers representative helped us to improve the industrial harmony and to create a positive work environment. By introducing various new work practices alongwith automation, we have succeeded in boosting manpower productivity. We acknowledge the continued support and cooperation of our employees.

12. 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 15^th November, 2017 as detailed below:-

Facilities	Rating	Amount (Rs. crore)
Long Term Bank Facilities (Term Loan)	CARE BBB-; Stable (CARE Tripe B Minus; Outlook: Stable)	83.62
Long Term Bank Facilities (Working Capital Facility)	CARE BBB-; Stable (CARE Tripe B Minus; Outlook: Stable)	58.34
Long Term Bank Facilities (Non Fund Based - BG)	CARE BBB-; Stable (CARE Tripe B Minus; Outlook: Stable)	5.54
Short Term Bank Facilities	CARE A3 (A Three)	17.50
Total Facilities: 165 (Rs. One hundred and sixty five crore only)

13. 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 are 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. 31^st March, 2018 and the date of the report i.e. 19^th May, 2018.

14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

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

15. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has a robust internal control mechanism in place with a Independent Internal Audit team consisting of qualified professionals and system experts. In addition, services of other external qualified professionals and other specialized agencies are availed as part of the process to further strengthen the effectiveness. Regular internal audits are conducted covering all the offices, factories and key areas of the business to review the internal control systems and compliance thereof, based on the annual audit plan duly approved by the Audit Committee of the Board. The Audit Committee periodically reviews the findings of the Audit team and discusses, the actions taken with the management. In addition, a Compliance monitoring software tool is also in place to capture all applicable statutory compliances online. The Company also has a set of documented Risk Control Matrices for all major functions and no material reportable weakness was observed in the system during the year. The Company follows a comprehensive Budgetary control system. Key performance goals are set for each of the Plants and Business lines. The performance against these goals is monitored and reviewed on a periodic basis and corrective actions as needed are initiated.

16. CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the highest standards of Corporate Governance Practices. Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance Report which forms part of this Annual Report also covers the following:-

a) Particulars of the four Board Meetings held during the financial year under review.

b) Policy of Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for performance evaluation of Directors.

c) The manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.

d) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.

e) Details regarding Risk Management.

17. VIGIL MECHANISM

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the Company has adopted a vigil mechanism policy.

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, the Company had established a vigil mechanism for directors and employees to report concern of unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct.

18. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention of sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. There was no compliant on sexual harassment during the year under review.

19. BUSINESS RISK MANAGEMENT

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with per Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In todayâs challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a part of its initiative under the âCorporate Social Responsibilityâ (CSR) drive, the Company has undertaken projects in the area of areas of rural development, employment, education, health care, general semantics, sanitation and enhancing vocational skills etc. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Companyâs CSR policy.

The CSR Policy of the Company is available under the following link https://www. yashpapers.com/investors under the head âPolicies & Programsâ on the website of the Company. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as âAnnexure-1â and forms an integral part of this Report.

21. RELATED PARTY TRANSACTION

During the financial year ended 31^st March, 2018, all contracts or arrangements or transactions entered into by the Company with the Related Parties were in the ordinary course of business and on armâs length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Further, the Company has not entered into any contract or arrangement or transaction with the Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions. The form AOC-2 regarding related party transaction is attached as âAnnexure 2â of this Report.

The details of all related party transactions during the year under review are set out in Note 33 of the financial statements forming part of the Annual Report.

The Related Party Transaction Policy as approved by the Board is available under the following link https://www.yashpapers.com/ investors under the head âPolicies & Programsâ on the website of the Company.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

22.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Himanshu Kapoor (DIN: 07926807) was appointed as an Additional Director in the Board Meeting held on 2^nd September, 2017 with immediate effect. Mr. Himanshu Kapoor has resigned from the Board w.e.f. 6^th November, 2017.

Mr. Pradeep Vasant Dhobale (DIN: 00274636) was appointed as an Additional Director (Independent) in the Company in the Board Meeting held on 25^th September, 2017 with immediate effect.

Mr. Srinivas Vishnubhatla (DIN: 07274232) was appointed as an Additional Director (Independent) in the Company in the Board Meeting held on 1^st December, 2017 with immediate effect.

Mrs. Kimberly Ann McArthur (DIN: 05206436) is a Director retiring by rotation in pursuance of Section 152 of the Companies Act, 2013, being eligible, offers herself for re-appointment.

22.2 INDEPENDENT DIRECTOR(S) DECALARATION

In pursuance of sub-section (7) of Section 149 of the Companies Act, 2013 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.

22.3 BOARD ANNUAL EVALUATION

The Board has put in place a mechanism for evaluation of its own performance, Committee and Individual Directors. The evaluation of the Board, Committees, Directors and Chairman of the Board was conducted based on the evaluation parameters such as Board composition and Structure, effectiveness of the Board, participation at meeting, domain knowledge, awareness and observance of governance, etc.

22.4 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. The Nomination and Remuneration Policy of the Company is available under the following link https://www.yashpapers. com/investors under the head âPolicies & Programsâ on the website of the Company.

22.5 FAMILARISATION PROGRAMME

The Company has put in place an induction and familiarization programme for all its Directors including the Independent Directors. The familiarization programme in terms of provisions of Regulation 46(2)(i) of Listing Regulations is available under the following link https://www. yashpapers.com/investors under the head âPolicies & Programsâ on the website of the Company.

23. DIRECTORSâ 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 31^st March, 2018, 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 31^st March, 2018 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.

24. BOARD AND COMMITTEE MEETINGS

The details of Board and Committee Meetings are given in Corporate Governance Report forming part of the Annual Report. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of Board of Directors and General Meetings.

25. AUDITORS & AUDITORSâ REPORT

25.1 STATUTORY AUDITORS

CNK & Associates LLP, Chartered Accountants, Mumbai, [Firm Registration No. 101961W/W-100036] submitted their report for the financial year ended 31st March, 2018. The observations of the Auditors are explained wherever necessary in appropriate notes to the accounts. There is no qualification or adverse remark in Auditorsâ Report. There is no incident of fraud requiring reporting by the Auditors under Section 143(12) of the Companies Act, 2013.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, the Company has appointed CNK & Associates LLP, Chartered Accountants, Mumbai as Statutory Auditor of the Company for a term of 5 years from the conclusion of 36^th AGM till the conclusion of 42^nd AGM to be held in the year 2022 subject to ratification at each Annual General Meeting held.

However, the provision relating to ratification of such appointment by the Members at every Annual General Meeting stands deleted w.e.f. 7^th May, 2018 by the Companies (Amendment) Act, 2017 and accordingly the said ratification is henceforth not required. 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. Further, your Directors have proposed to change the terms & conditions including remuneration of the Statutory Auditors as set out in the Notice of Annual General Meeting.

25.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Adesh Tandon & Associates, Practicing Company Secretaries, Kanpur as the Secretarial Auditor of the Company to undertake Secretarial Audit of the Company for the financial year 2017-18. The Report of Secretarial Audit for the financial year ended 31^st March, 2018 is attached as âAnnexure 3â of this Report. There is no qualification or adverse remark in their report.

25.3 COST AUDITOR

Mr. Rakesh Misra, Cost Accountant, was appointed as the Cost Auditor for the financial year 2017-18 to conduct the audit of the cost records of the Company. Mr. Rakesh Misra, Cost Accountant, has been reappointed as the Cost Auditor for the financial year 2018-19. In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, as amended, the remuneration payable to Cost Auditors has to be ratified by the Members of the Company. Accordingly, the Board seeks ratification at the ensuing Annual General Meeting of the remuneration payable to the Cost Auditor for the financial year 2018-19.

25.4 INTERNAL AUDITORS

Mr. Anil Kumar Gupta, Chief Financial Officer of the Company was appointed as Internal Auditor of the Company in the meeting of Board of Directors held on 27^th May, 2017 however, he has further resigned as the Internal Auditor of the Company w.e.f. 2^nd September, 2017. Subsequently, the Board of Directors of the Company in its meeting held on 2^nd September, 2017 has appointed Kapoor Tandon & Co., Chartered Accountants, Kanpur as Internal Auditor of the Company for conducting the Internal Audit for the financial year ended 31^st March, 2018.

26. OTHER DISCLOSURES

26.1 No share (including sweat equity shares) to employees of the Company under any scheme was issued during the financial year ended 31^st March, 2018.

26.2 No equity share with differential rights was issued during the financial year ended 31^st March, 2018.

27. 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 âAnnexure 4â of this Report.

28. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure 5â of this Report.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on financial condition and results of operations of the Company for the year under reviews required under Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as separate statement forming part of the Annual Report.

30. 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 2017-18 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.2017-18 (Rs. in lakhs)

Remuneration of the Director / KMP in F.Y.2016-17 (Rs. in lakhs)

% increase in F.Y.2017-18

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)

70,11,208

42,05,237

66.73%

27.39

Mr. Jagdeep Hira, Joint Managing Director (KMP)	77,76,643	32,85,337	136.71%*	30.38	The turnover of the Company increased 10.78% and Net Profit for
Mr. Narendra Kumar Agrawal, Director Works	30,52,912	24,41,276	25.05%	11.93	the financial year ended March 31, 2018 increased by 60.27% in
Mr. Anil Kumar Gupta, Chief Financial Officer (KMP)	17,44,433	14,40,228	21.12%	6.81	comparison to last financial year.
Mr. Sachin Kumar Srivastava, Company Secretary (KMP)	12,16,539	9,10,340	33.64%	4.75

*The figure of remuneration of Mr. Jagdeep Hira, Joint Managing Director & CEO is not comparable with the last year as the last year Salary is for 5 months only.

ii. The median remuneration of employees of the Company during the financial year was Rs. 2.56 lakhs.

iii. In the financial year, there was an increase of 17.97% in the median remuneration of employees;

iv. There were 385 permanent employees on the rolls of the Company during the financial year 2017-18.

v. Relationship between average increase in remuneration and company performance:-

The Net Profit for the financial year ended 31^stMarch, 2018 increased by 60.27% whereas the increase in median remuneration was 17.97%. 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 69.36% during the year in comparison to last year whereas the Net Profit for the financial year ended 31^st March, 2018 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. No Employee was employed throughout the financial year at an aggregate salary of not less than Rs.1,02,00,000/-.

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 30^th June, 2016 by Ministry of Corporate Affairs for the year ended 31^st March, 2018:

Sl No.	Name & Age	Qualification	Designation	Date of Joining	No. and % of equity shares held	Remuneration	Previous employment
1	Mr. Jagdeep Hira (46 Years)	Bachelor of Engineering Technology	Joint Managing Director & CEO	10/10/2016	-	77,76,643	Trident Group Limited
2	Mr. Ved Krishna (42 years)	B. A. (Hons.)	Managing Director (Whole Time Director)	30/05/1999	1,10,09,950 (31.24)	70,11,208	-
3	Mr. Narendra Kumar Agrawal (47 Years)	Bachelor of Engineering	Director Works	15/12/2011	500 (0.00)	30,52,912	Century Paper and Pulp
4	Mr. Anil Kumar Gupta (57 Years)	B.Com, ICWA (Inter)	Chief Financial Officer	15/04/1989	900 (0.00)	17,44,433	U.P. Sehkari Katai Mills Limited
5	Mr. Manoj Kumar Maurya (43 Years)	M.Com	Commercial Head	01/09/1998	-	17,37,023	-
6	Mr. Sushant Arun Sinha (42 Years)	B. Tech, P.G. Diploma in Production & Materials Management	Mechanical Head	20/03/2017		17,16,299	Trident Group Punjab
7	Mr. Vivek Kumar Sharma (41 Years)	M.Tech	Instrumentation Head	25/11/2016	-	14,28,001	PT OKI Pulp & Paper Indonesia
8	Mr. Sumant Pai (38 Years)	PG Diploma in Film and Television	Marketing Head (Chuk!)	24/02/2014	0.00	13,02,880	Rising Star Entertainment Private Limited
9	Mr. Sachin Kumar Srivastava (33 Years)	CS, MBA (Fin), MBA (HR), M.Com, LLM, P.G.D.C.A.	Company Secretary & Head Legal	15/05/2006	500 (0.00)	12,16,539	-
10	Mr. Shankarshan Shukla (53 Years)	Bachelor of Engineering (Pulp and Paper)	Innovation Head	01/04/2009	0.00	12,04,636	M/s Rama Shyma Papers Limited

xv. Except Mr. Jagdeep Hira, Joint Managing Director & CEO, no one was employed throughout the financial year or part thereof receiving remuneration in excess of the amount drawn by the Managing Director.

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

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

32. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE OR GUARANTEE GIVEN AND SECURITIES PROVIDED

The Company has not given any loans and guarantees, however, investments made by the Company covered under the provisions of Section 186 of the Companies Act, 2013.

33. INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders request / grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. Stakeholder Relationship Committee of the Board meets periodically and reviews the status of Shareholdersâ Grievances. The shareholders of the Company continue to be traded in electronic form and de-materialization exists with both the depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited.

34. GRATITUDE & ACKNOWLEDGEMENTS

Your Directors place on record their high appreciation for the unflinching commitment, dedication, hard work and valuable contribution made by employees across the globe for sustained growth of the Company. Your Directors also sincerely thank all the stakeholders, professionals, business partners, government & other statutory bodies, Banks, financial institutions, analysts and shareholders for their continued assistance, cooperation and support.

35. CAUTIONARY STATEMENT

The statements contained in the Director Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

For and on Behalf of the Board

K. D. Pudumjee Pradeep Vasant Dhobale

Camp: Lucknow Chairman Vice-Chairman

Date: 19^th May, 2018 DIN: 01594401 DIN: 00274636

Mar 31, 2016

The Directors have pleasure in presenting the 35th Annual Report together with Audited Financial Statements of Yash Papers Limited for the financial year ended 31st March, 2016.

1. FINANCIAL RESULT

The summarized financial performance of your Company for the financial year 2015-16 as compared to previous year 2014-15 has been as under:

(Rs. in lacs)

Particulars	Current Year ended 31.03.2016	Previous Year ended 31.03.2015
Net Sales	17,333.23	17,226.82
Other Income	120.20	164.93
Decrease and (Increase) in Inventories of Finished Goods and Work-in-Process	594.77	(554.03)
Total Expenditure	14,279.95	15,248.20
Finance Cost	1,481.72	1,598.31
Depreciation	661.48	416.15
Profit Before exceptional and extraordinary items and Tax	435.51	683.12
Extraordinary Items (CERs receivable written off)	-	1,547.59
Profit / (Loss) before Tax	435.51	(864.47)
Provision for taxation
- Current Tax (MAT)	3.70	0.00
- Deferred Tax	146.56	198.12
Net Profit (Net Loss)	285.25	(666.35)

2. DIVIDEND

In view of ongoing projects of the Company, Directors have decided to retain the profit and hence not declare dividend this year.

3. RESERVES

The reserves of the Company stand at Rs.1,486.15 lacs during the year as compared to Rs.1,109.46 lacs in the previous year 2014-15.

4. OPERATIONS

Your Company has achieved a production of paper 35,981 MT (Kraft Paper 19,427 MT and Poster Paper 16,554 MT) and salable pulp of 4,553 MT during the year ended 31st March, 2016 against a production of paper 37,975 MT (Kraft Paper 21,723 MT and Poster Paper 16,252 MT) and salable pulp of 5,663 MT in the previous year ended 31st March, 2015.

The Company has achieved sales of paper 37,664 MT (Kraft Paper of 20,194 MT, Poster Paper of 17,470 MT) and salable pulp of 4,553 MT during the year ended 31st March, 2016 against sales of paper 36,198 MT (Kraft Paper of 20,740 MT, Poster Paper of 15,458 MT) and salable pulp of 6,093 MT in the previous year ended 31st March, 2015.

The Company has achieved purchase and sales of trading of paper of 286 MT during the year ended 31st March, 2016 against 208 MT in the previous year ended 31st March, 2015.

The Company has achieved production of 5,71,900 pieces of egg tray and sales of 1,58,400 pieces during the year ended 31st March, 2016.

The Company has achieved a Gross turnover of Rs.182.03 crores in the current year ended 31st March, 2016 against Rs.180.77 crores in the previous year. Reserves as on 31st March, 2016 stood at Rs.14.86 crores as compared to Rs.11.10 crores of the preceding year 31st March, 2015.

5. EXPORT

The Company exported 6,693 MT Kraft and Poster Paper (4,984 MT Kraft Paper and 1709 MT Poster Paper) during the year ended 31st March, 2016 against 6,224 MT in the previous year ended 31st March, 2015.

The Company exported 270 MT Traded Kraft and Poster Paper during the year ended 31st March, 2016 against 208 MT Traded Kraft and Poster Paper in the previous year ended 31st March, 2015.

6. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st March, 2016 was Rs.2,983 lacs. During the year, the Company has increased its paid up capital by allotment of 21,30,000 equity shares on conversion of 21,30,000 warrants on preferential basis to Mr. Ved Krishna, Managing Director (Promoter) of the Company.

7. INSURANCE

The properties of your Company comprising buildings, plant and machinery, other assets, stocks, etc. were adequately insured against various risks.

8. OUTLOOK

The organization has increased focus on cost reduction measures as well as production of value added products. It is expected that the current year 2016-17, the Company shall demonstrate better bottom line performance for value addition for the investors.

9. HUMAN RESOURCE AND WELFARE

The Company takes special care to nurture and develop its human resources as it believes that they are the most valuable asset of the organization. Employee engagement has been improved through the introduction of Sangh Level interactions & small group activities. Focused employee development through regular training interventions and counseling is a continuing process.

10. CREDIT RATING

Line	Rating	Sanction (INRm)
Working-Capital Facilities
Fund Based Limits
United Bank of India	''IND B ''/Stable/''IND A4''	85.60
Oriental Bank of Commerce	''IND B ''/Stable/''IND A4''	107.10
State Bank of India	''IND B ''/Stable/''IND A4''	210.40
Union Bank of India	''IND B ''/Stable/''IND A4''	53.90
UCO Bank	''IND B ''/Stable/''IND A4''	43.00
Non-Fund-Based Limits
United Bank of India	''IND A4''	9.90
Oriental Bank of Commerce	''IND A4''	73.20
State Bank of India	''IND A4''	45.10
Union Bank of India	''IND A4''	6.20
UCO Bank	''IND A4''	4.90
Term Loan
United Bank of India	''IND B ''/Stable	207.60
Oriental Bank of Commerce	''IND B ''/Stable	195.90
State Bank of India	''IND B ''/Stable	23.30
Union Bank of India	''IND B ''/Stable	148.00
UCO Bank	''IND B ''/Stable	126.90

11. 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 are 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, 2016 and the date of the report i.e. 23rd April, 2016.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

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

13. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal Auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

14. CORPORATE GOVERNANCE

As per Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company follows good Corporate Governance and complies with mandatory provisions as applicable. As stipulated in Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,, Corporate Governance Certificate obtained from M/s Kapoor Tandon & Co., Chartered Accountants is annexed with the report.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

16. BUSINESS RISK MANAGEMENT

The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

18. DEPOSITS

The Company has not accepted any deposit under Section 73 or Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

However, the Company had accepted deposits in earlier years in compliance of provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 which pursuant to Section 74 (1)(b) of the Companies Act, 2013, need to be repaid within one year from 1st April, 2015 or the date on which such payments are due, whichever is earlier. The Company has paid the deposits matured during the year.

The Company has applied under Section 74(2) of the Companies Act, 2013 to the Company Law Board, New Delhi on 30th March, 2015 in the prescribed Form No.7 for extension of repayment period in respect of unpaid deposits of Rs.118.09 lacs excluding interest Rs.28.18 lacs yet to be matured as at 31st March, 2016.

The application has been admitted by the Hon''ble Company Law Board, New Delhi on 31st March, 2015 and the Board has directed to make repayment of the deposits along with interest on due date of maturity of FDs of depositors.

The Company is holding an aggregate sum of Rs.58.33 lacs on account of deposits from the public, employees and shareholders as on 31st March, 2016 in comparison to Rs.118.09 lacs in the previous year ended 31st March, 2015. No unclaimed matured deposit was pending as on 31st March, 2016.

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 replies of qualifications of Secretarial Auditor by the Board of Directors are given below:-

i) The delayed occurred due to facing technical difficulties faced in MCA Portal. In view of facing technical problems at the relevant time and subsequent skipping the attention that form is pending for filling. However efforts are being taken to take the remedial action.

ii) The Company has improved its Effluent Treatment Plant (ETP) by making additional capital expenditure. The effluent discharged by the Company is within norms as on date and the Company is expecting positive Joint Inspection Report and favorable decision from National Green Tribunal.

iii) The hardcopy of the form could not be filed due to certain requirement of enclosures with the form. We are moving to apply NOC for Central Ground Water Authority shortly.

iv) The License for Boiler was applied within time and is expected to be issued shortly.

v) The Company has applied for the Air and Water Consent which was rejected due to non-meeting certain criteria in sample inspection. The Company has improved its plant with regard to environmental criteria and is in process to apply the fresh consent approval shortly.

vi) The Company has applied for renewal of its Factory License of Unit-3 having Registration No.FZD-301 within time. The Factory License is expected to be issued by the Next Month.

vii) The Company will take the required approval from the appropriate authority before exercising the next option which will trigger the provisions of making any Open Offer as may be legally advice.

20. DIRECTORS:

20.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Anil Kumar Gupta was appointed as Chief Financial Officer (Key Managerial Personnel) of the Company w.e.f. 2nd May, 2015.

Mr. Mudar Patherya, Independent Director of the Company, who was appointed on 25th May, 2013 as Independent Director of the Company has resigned due to his pre-occupations on 4th February, 2016.

Mr. Imanul Haque was appointed as an Additional Director (Independent) on 6th February, 2016.

Ms. Kimberly Ann McArthur is re-designated as Non-Independent Director (Promoter) w.e.f. 6th February, 2016.

Ms. Kimberly Ann McArthur is a Director retiring by rotation in pursuance of Section 152 of the Companies Act, 2013, being eligible, offers herself for reappointment.

Mr. Sachin Kumar Srivastava was appointed as Company Secretary (Key Managerial Personnel) of the Company w.e.f. 2nd May, 2016 in pursuance of Section 203 of the Companies Act, 2013.

20.2 INDEPENDENT DIRECTOR(S) DECALARATION

20.3 BOARD ANNUAL EVALUATION

Pursuant to the provisions of Companies Act, 2013 and Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

20.4 REMUNERATION POLICY

21. BOARD AND COMMITTEE MEETINGS

21.1 BOARD MEETING

During the year 2015-16, 06 Meetings of the Board of Directors were held on 2nd May, 2015, 24th July, 2015, 26th September, 2015, 14th November, 2015, 6th February, 2016, 28th March, 2016, adjourned and held on 31st March, 2016. The maximum time gap between any two consecutive meetings was not exceeding four months.

21.2 AUDIT COMMITTEE MEETING

The Chairman of the Audit Committee is Mr. Gyanendra Nath Gupta. During the year, 4 Audit Committee meetings were held on 1st May, 2015, 24th July, 2015, 13th November, 2015 and 5th February, 2016.

The composition of the Audit Committee and number of meetings attended by the Members are given below:

1 Name of Directors	Category
Mr. Gyanendra Nath Gupta	Independent,
	Non-Executive
Dr. Indroneel Banerjee	Independent,
	Non-Executive
Mr. Atul Kumar Gupta	Independent,
	Non-Executive

The other details of Board and Committee Meetings are given in Corporate Governance Report forming part of the Annual Report.

22. AUDITORS

22.1 STATUTORY AUDITORS

M/s Kapoor Tandon & Co. (Firm Registration No.000952C), Chartered Accountants have been appointed as Statutory Auditors of the Company at the last i.e. 34th Annual General Meeting held on August 9, 2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the Members of the Company at the ensuing 36th Annual General Meeting to be held on 30th July, 2016. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 for their re-appointment as Statutory Auditors of the Company.

22.2 SECRETARIAL AUDITOR

Pursuant to the 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 Adesh Tandon & Associates (CP No.:1121, FCS: 2253), Company Secretaries to undertake the Secretarial Audit of the company. The Secretarial Audit Report is annexed herewith as ''Annexure A''.

22.3 INTERNAL AUDITOR

M/s U Nagar & Co., Chartered Accountants, Lucknow performs the duties of Internal Auditors of the Company and their report is reviewed by the Audit Committee from time to time.

22.4 COST AUDITOR

The Board of Directors at their Meeting held on 2nd May, 2015 has appointed Mr. Rakesh Misra (Firm Registration No. 102140) Practicing Cost Accountant, as the Cost Auditor of the Company for the financial year 2015-16 for all the applicable products of the Company. The Cost Audit Report for the year ended 31st March, 2015 which was required to be filed with the Ministry of Corporate Affairs on or before 10th October, 2015 , was filed on 3rd November, 2015.

22.5 FRAUD REPORTING

During the year under review, there was no fraud reported by the Auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

23. 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 B".

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements 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. is annexed herewith as "Annexure C"

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure D".

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

27. 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

27.1 THE PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR, CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, COMPANY SECRETARY DURING THE FINANCIAL YEAR 2015-16, RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2015-16 AND THE COMPARISON OF REMUNERATION OF EACH KEY MANAGERIAL PERSONNEL (KMP) AGAINST THE PERFORMANCE OF THE COMPANY ARE AS UNDER:

i. The median remuneration of employees of the Company during the financial year was ''2.02 lacs.

Name of Directors / KMP	Remuneration of the Director / KMP in F.Y. 2015-16 ('')		Remuneration of the Director / KMP in F.Y. 2014-15 ('')	% increase in F.Y.2015-16 (%)	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)		42,07,636	35,80,471	17.52%	18.85	The turnover of the Company increase 0.69% and Net Profit for the financial year ended March 31, 2016 increased by 333.60% in comparison to last financial year.
Mr. Narendra Kumar Agrawal, Director Works		22,21,211	20,71,711	7.22%	10.91
Mr. Anil Kumar Gupta, Chief Financial Officer (KMP)		11,95,720	11,81,419	1.21%	13.66
Mr. Sachin Kumar Srivastava, Company Secretary (KMP)		7,72,289	6,80,015	13.57%	5.92

ii. In the financial year, there was an increase of 5.06% in the median remuneration of employees.

iii. There were 363 permanent employees on the rolls of the Company during the financial year 2015-16.

iv. Relationship between average increase in remuneration and company performance: The

Net Profit for the financial year ended 31st March, 2016 increased by 333.60% whereas the increase in median remuneration was 5.06%. The average increase in median remuneration was in line with the performance of the Company.

v. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company: The total remuneration of Key Managerial Personnel has increased 13.48% during the year in comparison to last year whereas the Net Profit for the financial year ended 31st March, 2016 increased by 333.60% in 2015-16 in comparison to last year 2014-15.

vi. a) Variations in the market capitalization of the Company: The market capitalization of the Company has been increased by 124.24% as on 31st March, 2016 to Rs.4,528.19 lacs in comparison of Rs.2,019.33 lacs as on 31st March, 2015.

b) Price Earnings ratio of the Company: The Price Earnings Ratio was 14.76 as at 31st March, 2016 and was not applicable as at 31st March, 2015 due to negative earnings per share.

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 offer 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 ''14 would be worth Rs.2,550.24 lacs as on 31st March, 2015. There has been increase of 8.43% in the shares of the Company in comparison to FPO.

vii. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2014-15 was 4.80 % whereas the increase in the managerial remuneration for the same financial year was 11.76%.

viii. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Human Resources, Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

ix. 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

x. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

xi. THE PARTICULARS OF THE EMPLOYEES WHO ARE COVERED BY THE PROVISIONS CONTAINED IN RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 ARE:

a) Employed throughout the year	Nil
b) Employed for part of the year	Nil

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

Pursuant to the legislation Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 introduced by the Government of India, which came into effect from 9th December, 2013, the Company has framed a policy on Prevention of Sexual Harassment at Workplace. There was no case reported during the year under review under the said policy.

29. DIRECTORS'' RESPONSIBILITY STATEMENT

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) that in the preparation of the annual financial statements for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made 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, 2016 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

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

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

31. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEE

There is no a loan, investments or guarantee pursuant to provisions of Section 186 of the Companies Act, 2013.

32. ACKNOWLEDGEMENTS

The Company has been very well supported from all quarters and therefore your Directors would like to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers, Credit Rating Agencies, Depositories, Stock Exchange, Registrar and Share Transfer Agents, Associates as well as our Shareholders at large during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment, abilities and hard work of all executives, officers and staff who enabled Company to consistently deliver satisfactory and rewarding performance even in the challenging economic conditions.

We look forward to receiving the continued patronage from all quarters to become a better and stronger company.

33. CAUTIONARY STATEMENT

The statements contained in the Board''s Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

For and on Behalf of the Board

Camp : Faizabad K. D. Pudumjee

Date : 23rd April, 2016 Chairman

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 35th Annual Report together with Audited Financial Statements of Yash Papers Limited for the Financial Year ended March 31, 2015.

1. FINANCIAL RESULT

The summarized financial performance of your Company for the financial year 2014-15 as compared to previous year 2013-14 has been as under:

(Rs. in lacs)

Particulars Current Year Previous Year ended 31.03.2015 ended 31.03.2015

Net Sales 17,226.82 14,738.11

Other Income 164.93 170.63

Decrease and (Increase) in Inventories of Finished Goods and (5,54.03) 75.16 Work-in-Process

Total Expenditure 15,248.20 12,484.94

Finance Cost 1,598.31 1,403.92

Depreciation 416.15 640.28

Profit Before exceptional and extraordinary items and Tax 683.12 304.44

Extraordinary Items (CERs receivable written off) 1,547.59 0.00

Profit / (Loss) before Tax (864.47) 304.44

Provision for taxation

* Current Tax 0.00 60.00

* Deferred Tax 198.12 55.00

* Tax adjustments relating to earlier years 0.00 (5.05)

Net Profit (Net Loss) (666.35) 194.49

1. FINANCIAL HIGHLIGHTS

The Company has continued its growth story during the year 2014-15, the income from sales grew by 16.65% to Rs.18,077.29 lacs, the highest ever sales for the first time as compared to Rs.15,497.65 in the previous year 2013-14.

The Company has recorded profit before exceptional and extraordinary items in during the year ''683.12 lacs as compared to ''304.44 lacs in the previous year 2013-14 however, the reversal of Carbon Credit Accruals of Rs.1,547.59 lacs during the current year 2014-15, led to net loss of ''665.35 lacs during the current year in comparision to net profit of Rs.194.49 lacs in the previous year 2013-14.

3. RESERVES

The reserves of the Company stand at Rs.1,109.46 lacs during the year as compared to Rs.1,815.43 Lacs in the previous year 2013-14. Rs.39.61 lacs (net of taxes) was adjusted from General reserve during the year 2014-15 in accordance with Schedule II to the Companies Act, 2013.

4. OPERATIONS

Your Company has achieved a production of paper 37,975 MT (Kraft Paper 21,723 MT and Poster Paper 16,252 MT) and salable pulp of 5,663 MT during the year ended 31st March, 2015 against a production of paper 34542 MT (Kraft Paper 20,556 MT, Poster Paper 13,986 MT) and salable pulp of 3,595 MT in the previous year ended 31st March, 2014.

The Company has achieved sales of paper 36,198 MT (Kraft Paper of 20,740 MT, Poster Paper of 15,458 MT) and salable pulp of 6,093 MT during the year ended 31st March, 2015 against sales of paper 34,818 MT (Kraft Paper of 20,663 MT, Poster Paper of 14,155 MT) and salable pulp of 4,050 MT in the previous year ended 31st March, 2014.

The Company has achieved purchase and sales of trading of paper of 208 MT during the year ended 31st March, 2015.

5. EXPORT

The Company exported 6,224 MT Kraft and Poster Paper during the year ended 31st March, 2015 against 5,536 MT during the previous year ended 31st March, 2014.

The Company exported 208 MT Traded Kraft and Poster Paper during the year ended 31st March, 2015.

6. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31, 2015 was Rs.2,770 lacs. During the year under review, the Company has not issued any types of share capital.

7. DIVIDEND

In view of the Loss, the Directors have decided not to declare any dividend during the year.

8. INSURANCE

The properties of your Company comprising buildings, plant and machinery, other assets, stocks, etc. were adequately insured against various risks.

9. OUTLOOK

The organization has increased focus on cost reduction measures as well as production of value added products. It is expected that in the current year 2015- 16, the Company shall demonstrate better bottom line performance for value addition for the investors.

10. HUMAN RESOURCE AND WELFARE

The well disciplined workforce which has served the Company for more than three decades lies at the very foundation of the Company''s major achievements and shall well continue for the years to come. The Management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

11. CREDIT RATING

INSTRUMENT RATING AGENCY AMOUNT RATING (IN Rs. CRORE)

Fund Based Limits ICRA 120.18 [ICRA] B reaffirmed

Non-fund Based ICRA 6.00 [ICRA] Limits A4 reaffirmed

12. 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 are 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. March 31, 2015 and the date of the report i.e. May 2, 2015.

13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

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

14. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal Auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

15. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Company follows good Corporate Governance and complies with mandatory provisions as applicable. As stipulated in Clause 49 of the Listing agreement, Corporate Governance Certificate obtained from M/s Kapoor Tandon & Co., Chartered Accountants is annexed with the report.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the Company has adopted a vigil mechanism policy. This policy is explained in Corporate Governance Report and also posted on the website of company.

17. BUSINESS RISK MANAGEMENT

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with clause 49 of the Listing Agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro- active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, a CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

19. DEPOSITS

The Company has not accepted any deposit under Section 73 or Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. However, the Company had accepted deposits in earlier years in compliance of provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 which, pursuant to Section 74 (1)(b) of the Companies Act, 2013, need to be repaid within one year from April 1, 2014 or from the date on which such payments are due, whichever is earlier. The Company has paid the deposits matured during the year.

The Company has applied under Section 74(2) of the Companies Act, 2013 to the Company Law Board, New Delhi on March 30, 2015 in the prescribed Form No.7 for extension of repayment period in respect of unpaid deposits of Rs.118.09 Lacs excluding interest Rs.28.18 Lacs yet to be matured as at 31.03.2015. The application has been admitted by the Hon''ble Company Law Board, New Delhi on 31.03.2015, for the necessary direction.

The Company has not any outstanding deposits matured and due for payments including interest as on date.

20. AUDITORS'' OBSERVATION

20.1 STATUTORY AUDITOR

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

20.2 SECRETARIAL AUDITOR

The replies of qualifications of Secretarial Auditor by the Board of Directors are given below:-

1. The application for seeking extension of time to repay deposit under Section 74 is pending with Hon''ble Company Law Board, Regional Branch, New Delhi. The Company is in process of obtaining consent of depositor by way of affidavit and the Management is confident on submission of the consent of the depositor. The application shall be allowed by the Hon''ble Company Law Board.

2. The Corporate Office of the Company is situated in the remote area, hence the Company is finding it difficult to appoint a Company Secretary (Key Managerial Person) under Section 203 but the Management is confident to comply with this provision within the current year.

21. DIRECTORS

21.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. R. N. Chakraborty, who was appointed on June 25, 2005 as Executive Director of the Company. He has been re-designated as Non-Executive Director w.e.f. January 19, 2012. He resigned due to his pre-occupations on June 28, 2014.

Mr. Girish Kumar, Wholetime Director and Chief Executive Officer of the Company, who was appointed on May 15, 2014 as CEO (Key Managerial Personnel) and on July 4, 2014 as Wholetime Director of the Company has resigned due to his pre-occupations on November 10, 2014.

Mr. Ramesh Narayan, Independent Director of the Company, who was appointed on January 25, 2007 as Director of the Company has resigned due to his pre- occupations on November 17, 2014.

Mr. Nikhil Gupta, Chief Financial Officer (Key Managerial Personnel) of the Company who joined the Company on May 15, 2014 resigned from the post of Chief Financial Officer on March 13, 2015.

Mr. Narendra Kumar Agrawal is a Director Works, retiring by rotation in pursuance of Section 152 of the Companies Act, 2013, being eligible, offers himself for re-appointment.

21.2 INDEPENDENT DIRECTOR(S) DECALARATION

In pursuance of sub-section (7) of Section 149 of the Companies Act, 2013 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.

21.3 BOARD ANNUAL EVALUATION

Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

21.4 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

22. BOARD AND COMMITTEE MEETINGS

22.1 BOARD MEETING

During the year 2014-15, 07 meeting of the Board of Directors were held May 15, 2014, July 4, 2014 adjourned and held on July 8, 2014, August 9, 2014, November 8, 2014, November 18, 2014, January 15, 2014 and 7th February, 2015. The maximum time gap between any two consecutive meetings was not exceeding four months.

22.2 AUDIT COMMITTEE MEETING

The Chairman of the Audit Committee is Mr. Gyanendra Nath Gupta. During the year, 4 Audit Committee meetings were held on May 15, 2014, August 9, 2014, November 7, 2014 and February 6, 2015.

The composition of the Audit Committee and number of meetings attended by the Members are given below:

Name of Directors Category

Mr. Gyanendra Nath Gupta Independent, Non-Executive

Dr. Indroneel Banerjee Independent, Non-Executive

Mr. Atul Kumar Gupta Independent, Non-Executive

The other details of Board and Committee Meetings are given in Corporate Governance Report forming part of the Annual Report.

23. AUDITORS

23.1 STATUTORY AUDITORS

M/s Kapoor Tandon & Co. (Firm Registration No.000952C), Chartered Accountants have been appointed as Statutory Auditors of the Company at the last i.e. 34th Annual General Meeting held on August 9, 2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the Members of the Company at the ensuing 35th Annual General Meeting to be held on July 25, 2015. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 for their re-appointment as Statutory Auditors of the Company.

23.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of theCompanies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Adesh Tandon & Associates (CP No.:1121, FCS: 2253), Company Secretaries to undertake the Secretarial Audit of the company. The Secretarial Audit Report is annexed herewith as ''Annexure A''

23.3 INTERNAL AUDITORS

M/s Mathur Wahi Nagar & Associates, Chartered Accountants performs the duties of Internal Auditors of the Company and their report is reviewed by the Audit Committee from time to time.

24. 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 B".

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements 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. is annexed herewith as "Annexure C"

26. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure D".

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report on financial condition and results of operations of the Company for the year under reviews required under Clause 49 of the Listing Agreement entered with the Stock Exchanges is given as separate statement forming part of the Annual 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 and Chief Financial Officer during the financial year 2014- 15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as follows:

Name of Remuneration of Remuneration of % increase in Directors the Director the Director F.Y.2014-15 /KMP / KMP in F.Y. / KMP in F.Y. (%) 2014-15 (Rs.) 2013-14 (Rs.)

Mr. Ved Krishna, Managing 35,80,471 23,42,142 53% Director (KMP)

Mr. Narendra Kumar Agrawal, 20,71,711 18,72,747 11% Director Works

Mr. Girish Kumar, CEO & 25,95,123 15,97,744 - Wholetime Director (KMP)

Mr. Nikhil Gupta, CFO (KMP) 11,24,520 - -

Name of Ratio (times) of the Comparison of the Directors remuneration of each director remuneration of /KMP to the median remuneration the KMP against of the employees the performance of the company

Mr. Ved 18.85 The turnover of the Krishna, Company increase Managing 16.65% and the Director Earning before (KMP) Depreciation, Tax, Amortisation Mr. Narendra and Exceptional Kumar 10.91 Items for the Agrawal, financial year Director ended March 31, Works 2015 increased by 14.86%. Mr. Girish Kumar, CEO & 13.66 Wholetime Director (KMP)

Mr. Nikhil Gupta, CFO 5.92 (KMP)

ii. The median remuneration of employees of the Company during the financial year was Rs. 1.90 lacs.

iii. In the financial year, there was an increase of 14.55% in the median remuneration of employees;

iv. There were 336 permanent employee on the rolls of the Company during the financial year 2014-15.

v. Relationship between average increase in remuneration and company performance:

The Earning before Depreciation, Tax, Amortisation and Exceptional Items for the financial year ended March 31,2015 increased by 14.86% whereas the increase in median remuneration was 14.55%. 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: There is no change in total remuneration of Key Managerial Personnel during the year in comparison to last year except increase of 53% in remuneration of Mr. Ved Krishna, Managing Director who was appointed as Key Managerial Personnel on February 7, 2015 whereas the Earning before Depreciation, Tax, Amortisation and Exceptional Items for the financial year ended March 31, 2015 increased by 14.86% in 2014-15 to Rs.2,697.59 lacs in comparison of last year 2013-14 to Rs.2,348.64 lacs.

vii. a) Variations in the market capitalisation of the Company: The market capitalisation of the Company has been increased by 72.09% as on March 31,2015 to Rs.2,049.80 lacs in comparison of Rs.1,191.10 lacs as on March 31,2014.

b) Price Earnings ratio of the Company: The Price Earnings Ratio was not applicable as at March 31, 2015 due to negative earnings per share as compared to 6.14 as at March 31,2014.

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 offer in the year: The Company had come out with Further Public Offer (FPO) in 2005. An amount of 2,352 lacs invested in the said FPO by issuing 1,68,00,000 equity shares at Rs.14 would be worth Rs.1,243.20 lacs as on March 31, 2015. There has been decrease of 47.14% 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. 2014-15 was 17.66 % whereas the increase in the managerial remuneration for the same financial year was 99.62% due to appointment of CEO and CFO as per requirement of Companies Act, 2013.

ix. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Human Resources, 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 Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

xii. THE PARTICULARS OF THE EMPLOYEES WHO ARE COVERED BY THE PROVISIONS CONTAINED IN RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 ARE:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

29. DIRECTORS'' RESPONSIBILITY STATEMENT

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) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

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

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

31. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEE

There is no loan, investments or guarantee pursuant to provisions of Section 186 of the Companies Act, 2013.

32. ACKNOWLEDGEMENTS

The Company has been very well supported from all quarters and therefore your Directors would like to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers, Credit Rating Agencies, Depositories, Stock Exchange, Registrar and Share Transfer Agents, Associates as well as our Shareholders at large during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment, abilities and hard work of all executives, officers and staff who enabled Company to consistently deliver satisfactory and rewarding performance even in the challenging economic conditions.

We look forward to receiving the continued patronage from all quarters to become a better and stronger company.

33. CAUTIONARY STATEMENT

The statements contained in the Board''s Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

For and on Behalf of the Board

K. D. Pudumjee Chairman

Camp : Lucknow Date : May 2, 2015

Mar 31, 2014

TO THE MEMBERS OF YASH PAPERS LIMITED

The Directors have pleasure in presenting the 33rd Annual Report and Audited Statement of Accounts of your Company for the financial year ended 31st March, 2014.

1. Financial Results:

The summary of operating results of your Company for the financial year 2013-14 and 2012-13 is given below:

(Rs. In lacs)

Particulars Current Year Previous Year ended ended 31.03.2014 31.03.2013

Net Sales 14,738.11 11634.95

Other Income 170.63 158.19

Decrease / (Increase) in Stocks 75.16 (153.45)

Total Expenditure 12484.94 9793.97

Finance Cost 1403.92 1282.71

Depreciation 640.28 615.81

Profit Before Tax 304.44 254.10

Provision for taxation

- Current Tax 60.00 51.00

- Deferred Tax 55.00 34.00

-Tax adjustments relating to earlier years (5.05) 0.10

Net Profit (Net Loss) 194.49 169.00

2. Dividend

The Company had undergone Corporate Debt Restructuring (CDR) from 1st of July, 2011 as per the CDR package. The Company is required to take prior approval from the Lenders for distribution of dividend. The repayments of the Company started from 30th June, 2013 and the Company has been regular in making the repayment upto 31st March, 2014. As one year has not elapsed from the date of start of repayment, the Bankers were reluctant to give approval for distribution of dividend. Therefore, the Board regrets their inability to recommend any dividend for this year.

3. Transfer to Statement of Profit & Loss The Company proposes to retain Rs.1,94,48,846 in the Statement of Profit and Loss.

4. Operating results and business operations The Company has continued its growth story during fiscal 2014, the income from sales grew by 26.60% to 154.98 crores crossing Rs. 150 crores for the first time as compared to Rs. 122.41 crores in fiscal 2013.

Your Company has achieved a growth of 16% in production of paper to 34542 MT (Kraft Paper 20,556 MT, Poster Paper 13,986 MT) and growth of 132.39% in salable pulp to 3,595 MT in fiscal 2014 compared to a production of paper 31389 MT (Kraft Paper 19,277 MT and Poster Paper 12,112 MT) and saleable pulp of 1,547 MT in fiscal 2013.

The Company has achieved a growth of 9.46% sales of paper 34818 MT (Kraft Paper of 20,663 MT, Poster Paper of 14,155 MT) and a growth of 640.40% in salable pulp of 4,050 MT in fiscal 2014 compared to a sales of paper of 31,810 MT (Kraft Paper of 19,277 MT, Poster Paper of 12,533 MT) and salable pulp of 547 MT in fiscal 2013.

Reserves as on 31st March, 2014 stood at Rs. 18.15 crores as compared to Rs. 16.21 crores of the preceding year i.e. 31st March, 2013.

5. Export

The Company has achieved a growth of 23.05% in export of Kraft and Poster Paper to 5,536 MT in fiscal 2014 from 4,260 MT in fiscal 2013.

6. Insurance

The properties of your Company comprising buildings, plant and machinery, other assets, stocks, etc. were adequately insured against various risks.

7. Credit Rating

Your Directors have pleasure in informing you that ICRA Limited has upgraded the rating of your Company for long term exposure (fund based) to [ICRA]B from [ICRA] B- for a total amount Rs.120.18 crore. ICRA has also reaffirmed [ICRA]A4 rating for short term exposure of the Company for a total amount Rs. 6 crores. Improvement in Credit Rating of your Company will help in reducing the borrowing cost marginally.

8. Outlook

The organization has increased focus on cost reduction measures as well as production of value added products. It is expected that in the current year 2014-15, the Company shall improve the bottom line which will in turn enhance the value of the investors.

9. Human Resource And Welfare

The Company takes special care to nurture and develop its human resources as it believes that they are the most valuable asset of the organisation. Employee motivation and commitment has improved with the introduction of Sangh Level interactions & small group activities. Focused employee development through regular training interventions and counselling is a continuing process.

10. Fixed Deposits

The Company was holding an aggregate sum of Rs. 134.89 lacs on account of deposits from the public, employees and shareholders as on March 31, 2014. No unclaimed matured deposit was pending as on March 31, 2014.

11. Directors

Mr. Atul Kumar Gupta was appointed as Additional Director in the meeting of Board of Director held on May 15, 2014 and who shall hold office up to the date of ensuing Annual General Meeting. The Company has received a notice in writing proposing his candidature for appointment as an Independent Director for a term of 5 (five) consecutive years up to 14th May, 2019. The necessary resolutions for the regularization as Independent Director and shareholders'' approval in terms of Section 161 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Article of Association of the Company are contained in the notice for your approval.

Mr. Kaikobad Dorab Pudumjee, Mr. Gyanendra Nath Gupta, Mr. Ramesh Narayan, Ms. Kimberly Ann McArthur, Dr. Indroneel Banerjee, Mr. Jaideep Narain Mathur and Mr. Mudar Patherya are Independent Directors of the Company who are liable for retire by rotation as per old Companies Act, 1956. The necessary resolutions for their appointment as Independent Directors under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement to hold office for a term of 5 (five) consecutive years up to 31st March, 2019 are contained in the notice for your approval.

Mrs. Manjula Jhunjhunwala is the Director, retiring by rotation in pursuance of Section 152 of the Companies Act, 2013 and, being eligible, offer herself for re- appointment.

12. Directors'' Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act, 1956, in relation to the financial statement of the Company for the year 2013-14, the Board of Directors hereby state and confirm:

1. That in the preparation of annual accounts, applicable Accounting Standards have been followed;

2. That 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 March 31, 2014 and of the Profit of the Company for the period ended on that date;

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

4. That the Directors have prepared the annual accounts on a going concern basis.

13. Statement Pursuant to Listing

The equity shares of the Company are listed with the Bombay Stock Exchange Limited, Mumbai. The Listing fees have been paid for the Financial Year 2014-2015.

14. Corporate Governance

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Statutory Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report. During the year, Secretarial Audits and Secretarial Standards Audit were carried out and the detailed Reports as obtained from Secretarial Auditors are published elsewhere in the Annual Report.

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate times for meeting stakeholders'' expectations while continuing to comply with the mandatory provisions of corporate governance. The Corporate Governance practices of Your Company are benchmarked with the best in class.

15. Particulars of Employees

The particulars under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in Annexure and form part of this report.

None of the employees covered under Section 217 (2A) of the Companies Act, 1956 has gross receipt of Rs.60,00,000/- per annum or Rs.5,00,000/- per month.

16. Auditors'' Observations

The observations in the Auditor''s Report are based on the following Notes:- 1. Note no. 36 regarding pending litigation in respect of Excise Duty, Trade Tax, Income Tax, others, guarantee given by Banks, Letter of Credit and non provision of demands in respect thereof.

2. A sum of Rs. 15,47,59,000 has been recognised as income accrued for the period from April, 2007 to December, 2012 based on the Emission Reduction Purchase Agreement (ERPA) with Belgian State for sale of CERs (Certified Emission Reductions) generated from the 6 MW Co-generation Power Plant Project registered as CDM (Clean Development Mechanism) with UNFCCC (The United Nations Framework Convention on Climate Change). Total amount receivable as at the year ended Rs.15,47,59,000 has been disclosed as Other Current Assets. Though The accounting treatment is not in conformity with the "Guidance Note on Accounting of self-generated Certified Emission Reductions (CERs)" issued by the Institute of Chartered Accountants of India (the Guidance Note), made effective from accounting periods beginning on or after April 01, 2012, but the revenue has been recognised in the accounts on the basis of ERPA for the period covered in ERPA only. The audit for the period April,2007 to August, 2008 has already been completed and the no. of CER''s accounted for in the books of accounts for the period have been verified by the UNFCCC appointed auditors. We are expecting to the receipt of CER''s within next quarter.

The replies to the above qualifications by the Board of Directors are as below:

1. The Company is confident of favourable disposals of pending appeals, hence no provision is required at this stage.

2. The Company has installed a ''6 MW Biomass Co- generation Power Plant'' for captive consumption (the project). The project has already been registered with UNFCCC (The United Nations Framework Convention on Climate Change) on 01.04.07. The project is under CDM (Clean Development Mechanism) verification and final report is awaited. The Company has entered into an Agreement (Emission Reduction Purchase Agreement) with the Belgian State for sale of CERs (Certified Emission Reductions) generated on account of GHG (Green House Gasses) Emission Reduction. In view of forgoing a sum of Rs.15.48 crores has been recognised as income towards CERs accrued from April, 2007 to 31st December, 2012 and disclosed as Other Current Assets in Balance Sheet. The audit for the period April, 2007 to August, 2008 has already been completed and the no. of CER''s accounted for in the books of accounts for the periods have been verified by the UNFCCC appointed auditors. We are expecting to the receipt of CER''s within next quarter.

17. Auditors

M/s Kapoor Tandon & Co., Chartered Accountants, Kanpur, who retire at the conclusion of ensuing Annual General Meeting, have consented to continue in office, if appointed from the conclusion of ensuing Annual General Meeting till the conclusion of next three consecutive Annual General Meeting subject to ratification of appointment by the Members of the Company at every Annual General Meeting. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 for their appointment as Auditors of the Company.

18. Cost Auditors

In pursuance to Section 233-B of the Companies Act, 1956 read with the directions issued by the MCA, Mr. Rakesh Misra, Cost Accountant, was appointed as the Cost Auditor to conduct the Cost Audit of the Company for the financial year 2014-2015. The Cost Audit Report for the financial year 2012-13 was filed by the Cost Auditor with respect to the Company.

19. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The particulars required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors), Rules, 1988 are provided in Annexure ''A'' to this Report.

20. Appreciations and Acknowledgements Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leaders.

Your Directors would also like to acknowledge the excellent contribution by Yash Team to your Company in providing the latest innovations, technological improvements and marketing inputs across almost all categories, in which it operates. This has enabled the Company to provide higher levels of consumer delight through continuous

improvement in existing products and introduction of new products.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, dealers, business partners and others associated with the Company as its trading partners.

Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

We look forward to their continued support and encouragement.

For and on Behalf of the Board

Camp : New Delhi K. D. Pudumjee Date: May 15, 2014 Chairman

Mar 31, 2013

The Directors have pleasure in presenting the 33 Annual Report and Audited Accounts of your Company for the financial year ended 31st March, 2013.

Financial Results:

The summery of operating results of your Company for the financial year 2012-13 and 2011-12 is given below:

(Rs. In lac)

Previous Year ended 31.03.2012

Net Sales 11,634.95 10,915.98

Other Income 158.19 87.01

Increase and Decrease in Stocks (153.45) (174.01)

Total Expenditure 9,793.97 9,407.51

Finance Cost 1,282.71 1,236.52

Depreciation 615.81 627.90

Profit Before Tax (254.10) (94.93)

Provision for taxation

- Current Tax 51.00

- Deferred Tax 34.00 18.16

- Tax adjustments relating to earlier years 0.10 0.21

Net Profit (Net Loss) 169.00 (113.30)

Dividend

The Company is undergoing Corporate Debt Restructuring and only after the repayments starts and complete scheme become operational then only the Board can consider about dividend with the prior approval of CDR Cell, hence the Board regrets their inability to recommend any dividend for this year

Post-Balance Sheet developments

The rebound in the Company''s performance extended into 2013-14. During the first quarter of the current financial year, the Company reported its highest-ever production of 3109 MT in May 2013The improvement in the quantum of production was accompanied by a superior output quality as well as the gloss level in poster paper improved to 28%, which was the highest among competitors. The Company expects to sustain this improvement through a better operational control and changes in product mix translating into superior financials.

Operations

Your Company has achieved a production of Kraft Paper 19,277 MT Poster Paper 12,112 MT and salable pulp of 1,547 MT during the year ended 31st March, 2013 against a production of paper 31,286 MT and saleable pulp of 304 MT in the previous year ended 31st March, 2012.

The Company has achieved sales of Kraft Paper of 19,358 MT Poster Paper of 12,452 MT and salable pulp of 1,547 MT during the year ended 31st March, 2013 against sales of paper of 30,480 MT and salable pulp of 304 MT in the previous year ended 31st March, 2012.

The Company has achieved a Gross turnover ofRs. 122.42 crore in the current year against Rs. 114.05 crore in the previous year Reserves as on 31st March, 2013 stood at Rs. 16.21 crore as compared to Rs. 14.15 crore of the preceding year 31st March, 2012.

Export

The Company exported 4,260 MT of Poster and Kraft Paper during the year ended 31st March, 2013 against 3,477 MT during the previous year ended 31st March, 2012.

Insurance

The properties of your Company comprising buildings, plant and machinery other assets, stocks, etc. were adequately insured against various risks.

Outlook

The organisation is attempting to focus on the cost reduction measures as well as production of value added products and it is expected that the current year 2013-14 shall demonstrate the performance in the bottom line for value addition to the investors.

Human Resource and Welfare

The Company takes special care to nurture and develop its human resources as it believes that they are the most valuable asset of the organisation. Employee engagement has been improved through the introduction of Sangh Level interactions & small group activities. Focused employee development through regular training interventions and counseling is a continuing process.

Fixed Deposits

The Company was holding an aggregate sum of Rs. 187.44 lac on account of deposits from the public, employees and shareholders as on 31st March, 2013. 15 depositors did not claim their deposits including interest amounting to Rs.27.99 lac which matured during the previous years.

Directors

Mr Jaideep Narain Mathur and Mr Mudar Patherya were appointed as Additional Director in the meeting of Board of Director held on 23rd March, 2013 and 25th May 2013 respectively The necessary resolutions for the regularisation as Director and shareholders'' approval in terms of Section 260 of the Companies Act 1956 read with the applicable provisions of the Companies Act 1956 and Article of Association of the Company are contained in the notice for your approval.

Mrs. Manjula Jhunjhunwala, Mr G. N. Gupta, Mr Ramesh Narayan and Ms. Kimberly Ann McArthur are the Directors, retiring by rotation and, being eligible, offer themselves for re-appointment

Directors'' Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act, 1956, in relation to the financial statement of the Company for the year 2012-13, the Board of Directors hereby state and confirm:

1. That in the preparation of annual accounts, applicable Accounting Standards have been followed;

2. That 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, 2013 and of the Profit of the Company for the period ended on that date;

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

4 That the Directors have prepared the annual accounts on a going concern basis.

Statement Pursuant To Listing

The equity shares of the Company are listed with the Bombay Stock Exchange Limited, Mumbai. The Listing fees have been paid for the Financial Year 2013-2014.

Corporate Governance

A separate report on Corporate Governance pursuant to Clause 49 of the Listing Agreement is furnished as a part of the Directors'' Report together with a certificate from the Statutory Auditors confirming compliance with the said code is annexed to the said report.

Particulars of Employees

The particulars under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in Annexure and form part of this report.

None of the employees covered under Section 217 (2A) of the Companies Act, 1956 has gross receipt of Rs.60,00,000/- per annum or Rs. 5,00,000/- per month.

Auditors'' Observations

The observations in the Auditor''s Report are based on the following Notes:-

1. Note no. 37 regarding pending litigation in respect of Trade Tax and Excise Duty and non provision of demands in respect thereof

2. Note no. 40 regarding income of Rs.256.30 Lacs from Certified Emission Reductions (CERs) accrued for the fnancial year ended 31st March, 2013.

The replies to the above qualifications by the Board of Directors are as below:

1. The Company is confident of favourable disposals of pending appeals, hence no provision is required at this stage.

2. The Company has installed a ''6 MW Biomass Co- generation Power Plant for captive consumption (the project). The project has already been registered with UNFCCC (The United Nations Framework Convention on Climate Change) on 01.04.07. The project is under CDM (Clean Development Mechanism) verification and fnal report is awaited. The Company has entered into an Agreement (Emission Reduction Purchase Agreement) with the Belgium State for sale of CERs (Certified Emission Reductions) generated on account of GHG (Green House Gases) Emission Reduction. In view of forgoing a sum of Rs.256.30 lac has been recognised as income towards CERs accrued for the financial year ended 31st march, 2013.

Auditors

M/s Kapoor Tandon & Co., Chartered Accountants, Kanpur, who retire at the conclusion of forthcoming Annual General Meeting, have consented to continue in office, if appointed. They have confirmed their eligibility under Section 224 of the Companies Act, 1956 for their appointment as Auditors of the Company.

Cost Auditors

In pursuance to Section 233-B of the Companies Act, 1956 read with the directions issued by the MCA, Mr Rakesh Misra, Cost Accountant, was appointed as the Cost Auditor to conduct the

Cost Audit of the Company for the financial year 2012-2013 ended on 30th September, 2013. The Cost Audit Report for the financial year 2011-12 ended on 30th September, 2012 was fled by the Cost Auditor with respect to the Company

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

The particulars required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors), Rules, 1988 are provided in Annexure A'' to this Report.

Acknowledgements

Your Directors wish to take the opportunity to express their sincere appreciation to the Central Government, Uttar Pradesh Government, Banks, Financial Institutions, Shareholders, Farmers, Vendors, Customers and all other stakeholders for their whole- hearted support and co-operation during the year

Your Directors also wish to place on record their appreciation for the whole hearted commitment, contribution, sincere and dedicated efforts by the entire Yash team to attain the Company''s consistent growth.

We look forward to their continued support and encouragement.

For and on Behalf of the Board Camp : Faizabad K. D. Pudumjee

Date : 25th May, 2013 Chairman

Mar 31, 2012

The Directors are pleased to present the 31st Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March, 2012.

Financial Results

The summery of operating results of your Company for the financial year 2011-12 and 2010-11 are given below:

(Rs. In lacs)

Particulars Current Year ended 31.03.2012 Previous Year ended 31.03.2011

Net Sales 10915.98 10393.83

Other Income 87.01 115.18

Increase and Decrease in Stocks (174.01) (71.97)

Total Expenditure 9407.51 8580.42

Finance Cost 1236.52 1102.51

Depreciation 627.90 634.12

Profit Before Tax (94.93) 263.93 Provision for taxation

- Current Tax 48.90

- Deferred Tax 18.16 (90.07)

- Tax adjustments relating to earlier years 0.21 0.00

Net Profit (Net Loss) (113.30) 305.10

Dividend

In view of loss during the year Directors have not declared dividend this year.

Operations

Your Company has achieved a production of paper 31,286 MT and salable pulp of 304 MT during the year ended 31st March, 2012 against a production of paper 29,810 MT and saleable pulp of 1832 MT in the previous year ended 31st March, 2011.

The Company has achieved sales of paper of 30,480 MT and salable pulp of 304 MT during the year ended 31st March, 2012 against sales of paper of 29,781 MT and salable pulp of 1785 MT in the previous year ended 31st March, 2011.

The Company has achieved a Gross turnover of Rs.114.05 crores in the current year against Rs.106.88 crores in the previous year. Reserves as on 31st March, 2012 stood at Rs.14.15 crores as compared to Rs.15.28 crores of the preceding year 31st March, 2011.

Export

The Company exported 4438 MT of paper during the year ended 31st March, 2012 against 5473 MT during the previous year ended 31st March, 2011.

Insurance

The properties of your Company comprising buildings, plant and machinery, other assets, stocks, etc. were adequately insured against various risks.

Outlook

We expect to achieve a highest topline in 2012-13. With the adoption of aggressive cost optimisation programmes and the flexibility to produce higher value kraft output from PM I and PM II and high-value poster paper from PM III, we expect to turn in a net profit margin of 10%. This will drive our EPS to Rs. 1.00 in 2012-13, thereby building a strong case for the re-rating of our stock (market price as on August 11, 2012 (Rs.5.35).

Accordingly, your Directors are reasonably confident of achieving much better results in the year 2012-2013

Human Resource and Welfare

The Company considers its human resource to be its asset. The Company thus continues to enhance its employees' skills and keep them updated with industry dynamics. We endeavor that our employees remain satisfied and have best working environment. We have the most cordial industrial relations. The Directors wish to place on record their deep appreciation for dedication of the employees and their commitment to performance.

Fixed Deposits

The Company was holding an aggregate sum of Rs.249.08 lacs on account of deposits from the public, employees and shareholders as on March 31, 2012. 14 depositors did not claim their deposits amounting to Rs.26.11 lacs which matured during the previous years.

Directors

Mr. Nirupam Mishra was appointed as Additional Director and Director Operations in the meeting of Board of Director held on September 24, 2011. Mrs. Kimberly Ann McArthur was appointed as Additional Director of the Company in the meeting of Board of Director held on February 13, 2012. Mr. Narendra Kumar Agrawal was appointed as Additional Director and Director Works in the meeting of Board of Director held on May 10, 2012. The necessary resolution for the regularisation as Director and Shareholders approval in terms of Schedule XIII of the Companies Act, 1956 read with the applicable provisions of the Companies Act, 1956 is contained in the notice for your approval.

Mr. Yash Krishna, Director & Promoter of the Company had tendered his resignation on December 1, 2011. Mr. Nirupam Mishra, Director Operations, had tendered his resignation on January 19, 2012 and Mr. G. Narayana, Director and Chairman, had tendered his resignation on February 13, 2012.

Mr. Ved Krishna was appointed as the Managing Director of the Company for the period of 3 years on fresh terms and conditions w.e.f. August 1, 2012. The necessary resolution is contained in the notice of ensuing Annual General Meeting for your approval.

Mr. K. D. Pudumjee, Vice Chairman of the Company was appointed as Chairman in the meeting of Board of Directors held on February 13, 2012.

Mr. K. D. Pudumjee, Mr. R. N. Chakraborty and Mr. Basant Kumar Khaitan are the Directors, retiring by rotation and, being eligible, offer themselves for re-appointment.

Directors' Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act, 1956,

in relation to the financial statement of the Company for the year 2011-12, the Board of Directors hereby state and confirm:

1. That in the preparation of annual accounts, applicable Accounting Standards have been followed;

2. That 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 March 31, 2012 and of the loss of the Company for the period ended on that date;

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

4. That the Directors have prepared the annual accounts on a going concern basis.

Statement Pursuant to Listing

The equity shares of the Company are listed with the Bombay Stock Exchange Limited, Mumbai. The Listing fees have been paid for the Financial Year 2012-2013.

Corporate Governance

A separate report on Corporate Governance pursuant to Clause 49 of the Listing Agreement is furnished as a part of the Directors' Report together with a certificate from the Statutory Auditors confirming compliance with the said code is annexed to the said report.

Particulars of Employees

The particulars under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in Annexure and form part of this report.

None of the employees covered under Section 217 (2A) of the Companies Act, 1956 has gross receipt of Rs.60,00,000/- per annum or Rs.5,00,000/- per month.

Auditors' Observations

The observations in the Auditor's Report are based on the following Notes:-

1. Note no. 37 regarding pending litigation in respect of Trade Tax and Excise Duty and non provision of demands in respect thereof.

2. Note no. 40 regarding income of Rs.343.95 Lacs from Certified Emission Reductions (CERs) accrued for the financial year ended 31st March, 2012.

The replies to the above qualifications by the Board of Directors are as below:

1. The Company is confident of favourable disposals of pending appeals, hence no provision is required at this stage.

2. The Company has installed a '6 MW Biomass Co- generation Power Plant' for captive consumption (the project). The project has already been registered with UNFCCC (The United Nations Framework Convention on Climate Change) on 01.04.07. The project is under CDM (Clean Development Mechanism) verification and final report is awaited. The Company has entered into an Agreement (Emission Reduction Purchase Agreement) with the Belgium State for sale of CERs (Certified Emission Reductions) generated on account of GHG (Green House Gasses) Emission Reduction. In view of forgoing a sum of Rs. 343.95 Lacs has been recognised as income towards CERs accrued for the financial year ended 31st march, 2012.

Auditors

M/s Kapoor Tandon & Co., Chartered Accountants, Kanpur, retire at the ensuing Annual General Meeting. They have expressed their willingness to continue in office, if re- appointed and have furnished the requisite certificate of their eligibility pursuant to Section 224(1B) of the Companies Act, 1956.

Acknowledgements

Your Directors would like to express their grateful appreciation for overwhelming cooperation and assistance received from the Banks, Shareholders, Vendors, Customers and Government authorities during the year.

Your Directors also wish to place on record their appreciation for the whole hearted commitment, contribution, sincere and dedicated efforts by the entire Yash team to attain the Company's consistent growth.

For and on Behalf of the Board

Camp : New Delhi K. D. Pudumjee

Date : August 11, 2012 Chairman

Mar 31, 2010

The directors have the pleasure of presenting the 29th Annual Report together with the audited Statements of Accounts of your Company for the financial year ended 31st March, 2010.

Financial Results:

The summary of operating results of your Company for the year 2009-10 is given below:

(Rs. In lacs)

Cuttent Year ended 31.03.2010 Previous Year ended 31.03.2009

Net sales 8,137.29 8,363.54

Other income 419.00 420.69

ncrease/(Decrease) in stocks 61.55 (34.88)

Total expenditure 6,946.92 7,278.91

nterest 1,023.12 1,140.08

Depreciation 634.78 629.22

Profit before tax 13.02 (298.86)

Provision for taxation

- Current tax 2.01 5.00

- Deferred tax 2.41 (88.91)

Net profit (net loss) 8.60 (214.95)

Dividend

In view of in-sufficient profit during the year the Directors have not declared dividend this year.

Operations

Your Company has achieved a production of paper and saleable pulp of 26,598 MT and 3.603 MT during the year ended 31st March, 2010 as against a production of 29,751 MT and 1,455 MT in the previous year ended 31st March, 2009.

The Company has achieved sales of paper and saleable pulp of 26,505 MT and 3,153 MT during the year ended 31st March, 2010 against sales of 30,606 MT and 405 MT in the previous year ended 31st March, 2009. The Company achieved a gross turnover of Rs. 84 crores in the current year against Rs. 88 crores in the previous year.

Reserves as on 31st March, 2010 stood at Rs.12 crores as compared to Rs.12 crores of the preceding periods 31st March, 2009.

Export

The Company exported 2,384 MT of paper during the year ended 31st March, 2010 against 1,472 MT during the previous year ended 31st March, 2009.

Insurance

The properties of your Company comprising buildings, plant and machinery, other assets, stocks, etc., were adequately insured against various risks.

Outlook

We expect to achieve a higher topline in 2010-11. With the adoption of aggressive cost optimisation programmes and the flexibility to produce higher value kraft output from PM I and PM II and high-value poster paper from PM III, we expect to turn in a net profit margin of 10 percent. This will drive our EPS to Rs. 6 in 2010-11, thereby building a strong case for the re-rating of our stock (market price at the close of 31st July, 2009 (Rs 5.20).

Accordingly, your Directors are reasonably confident of achieving much better results in the year 2010-2011.

Human Resource And Welfare The Company considers its human resource to be its asset. The Company thus continues to enhance its employees skills and keep them updated with industry dynamics. We endeavor that our employees remain satisfied and have best working environment. We have the most cordial industrial relations. The Directors wish to place on record their deep appreciation for dedication of the employees and their commitment to performance.

Fixed Deposits

The Company was holding an aggregate sum of Rs.211.58 lacs on account of deposits from the public, employees and shareholders as on 31st March, 2010. Five depositors did not claim their deposits amounting to Rs.0. 68 lacs which matured during the previous years.

Directors

Your Directors, Mrs. Manjula Jhunjhunwala, Mr. G. N. Gupta and Mr. Yash Krishna, retire by rotation and being eligible, offer themselves for re-appointment.

Directors Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act, 1956, in relation to the financial statements of the company for the year 2009-10, the board of Directors hereby state and confirm:

1. That in the preparation of annual accounts, applicable Accounting Standards have been followed;

2. That 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, 2010 and of the profit of the Company for the year ended on that date;

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

4. That the Directors have prepared the annual accounts on a going concern basis.

Statement pursuant to listing The equity shares of the Company are listed with the Bombay Stock Exchange Limited, Mumbai. The Listing fees

have been paid for the Financial Year 2010-2011.

* The Company has applied for voluntary delisting of its equity shares from the U. P. Stock Exchange Limited, Kanpur as under the SEBI (Delisting of Securities) Guidelines, 2003 and U. P. Stock Exchange Limited, Kanpur has granted its approval through its Letter No.UPSE/2009-10/Listing/1116 dated June 28, 2010.

Corporate governance

A separate report on Corporate Governance pursuant to Clause 49 of the Listing Agreement is furnished as a part of the Directors Report together with a certificate from the Statutory Auditors confirming compliance with the said code is annexed to the said report.

Other information

The particulars under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in Annexure and form part of this report.

None of the employees covered under Section 217 (2A) of the Companies Act, 1956 has gross receipt of Rs.24,00,000/- per annum or Rs.2,00,000/- per month.

Auditors observations

The observations in the Auditors Report are based on the following Notes:- 1. Note no. B-2 (a) of Schedule-17 regarding pending litigation in respect of Trade Tax, Excise Duty, Income Tax and non provision of demands in respect thereof.

2. Note no. B-20 of Schedule-17 regarding income of Rs. 270.48 Lacs from Certified Emission Reductions

(CERs) accrued for the year ended 31st March, 2010.

3. Note no. B-21 of Schedule-17 regarding non provisioning of Loss of Rs. 158.95 Lacs in respect of disputed Derivative (Structured USD/CHF Option) transaction.

The replies to the above qualifications by the Board of Directors are as below:

1. The Company is confident of favourable disposals of pending appeals, hence no provision is required at this stage.

2. The Company has installed a Ã6 MW Biomass Co- generation Power Plant for captive consumption (the project). The project has already been registered with UNFCCC (The United Nations Framework Convention on Climate Change) on 01.04.07. The project is under CDM (Clean Development Mechanism) verification and final report is awaited. The Company has entered into an Agreement (Emission Reduction Purchase Agreement) with the Belgian State for sale of CERs (Certified Emission Reductions) generated on account of GHG (Green House Gasses) Emission Reduction. In view of forgoing a sum of Rs. 270.48 lacs has been recognised as income towards CERs accrued for the year ended 31st March, 2010.

3. The Company has disputed a Derivative transaction (Structured USD/CHF Option) entered into with ICICI Bank Ltd. Accordingly, loss of Rs. 55.84 lacs on account of unwinding charges (partial unwinding), Rs. 64.12 lacs on account of ÃMark to Market valuation of outstanding exposure and Rs. 38.99 lacs (including Rs. 24.53 lacs for the current year) on account of unpaid interest accrued on above; aggregating to Rs. 158.95 lacs has not been provided. On the basis of legal opinion no provision has

been considered necessary by the management. However the same has been disclosed as contingent liability in Note no. B-2(d) of Schedule 17.

Auditors

M/s Kapoor Tandon & Co., Chartered Accountants, Kanpur, retire at the ensuing Annual General Meeting. They have expressed their willingness to continue in office, if re- appointed and have furnished the requisite certificate of their eligibility pursuant to Section 224(1B) of the Companies Act, 1956.

Listing on stock exchange The Companys equity shares are currently listed with the Bombay Stock Exchange Limited, Mumbai. The Company has paid the requisite listing fees to the stock exchange for the financial year under review.

Acknowledgements

Your Directors would like to express their grateful appreciation for overwhelming cooperation and assistance received from the Banks, Shareholders, Vendors, Customers and Government authorities during the year.

Your Directors also wish to place on record their appreciation for the whole hearted commitment, contribution, sincere and dedicated efforts by the entire Yash team to attain the Companys consistent growth.

For and on Behalf of the Board

Place: Faizabad G. Narayana

Date: 12th August, 2010 Chairman

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