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Satia Industries Ltd.

BSE: 539201 Sector: Industrials
NSE: SATIA ISIN Code: INE170E01023
BSE 14:40 | 24 Mar 110.65 -1.25
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NSE 14:24 | 24 Mar 111.00 -0.55
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OPEN 111.10
PREVIOUS CLOSE 111.90
VOLUME 14566
52-Week high 164.35
52-Week low 100.95
P/E 6.30
Mkt Cap.(Rs cr) 1,107
Buy Price 110.70
Buy Qty 99.00
Sell Price 111.05
Sell Qty 24.00
OPEN 111.10
CLOSE 111.90
VOLUME 14566
52-Week high 164.35
52-Week low 100.95
P/E 6.30
Mkt Cap.(Rs cr) 1,107
Buy Price 110.70
Buy Qty 99.00
Sell Price 111.05
Sell Qty 24.00

Satia Industries Ltd. (SATIA) - Director Report

Company director report

Dear Members

The Directors have the pleasure of presenting the 41stAnnual Report of your Company for the financial year 2021-22

Financial Result:

The financial performance of your Company for the year ended March 312022 is summarized below: -

(Rs in Lakh)

Particulars Current Year Previous Year
Revenue and Other Income 91675.18 59515.57
Profit Before interest depreciation and tax 20706.65 14283.37
Interest and Financial Charges 2082.16 1757.24
Depreciation 6357.61 5842.55
Profit from operations (before Tax) prior year adjustments & exceptional Item 12266.88 6683.58
TAX EXPENSES
Current Tax 1950.16 1549.54
Deferred Tax 249.28 179.19
Profit/(Loss) after Tax 10067.44 4954.86
Less: Appropriation
Dividend on Equity Shares 200 100

During the period under review both revenues and operatingprofitability strongly recovered as compared to the last year despite the 2nd and 3rdwaves of the pandemic.

Industry Review

Covid- 19

The COVID-19 pandemic continued to be a global challenge creatingdisruption across the world in the first three months of FY 2022 and the country facedwith lot of difficulties due to higher infections during the 2nd wave. The Companycontinues to adopt measures to curb the impact of COVID- 19 pandemic in order to protectthe health of its employees and ensure business continuity with minimal disruptionincluding maintaining social distancing sanitisation protocols were continued during theyear at all the plants and offices. There was no disruption to the Operations of theCompany. However the Management continues to closely monitor the situation as it evolvesand do it's best to take all necessary measures in the interests of all stakeholders ofthe Company.

Corporate Overview

Satia Industries Limited operates in the following business segments: -

1 Writing and Printing Paper

2 Yarn.

3 Cotton.

4 Agriculture

5 Co-generation of Power for captive consumption and

6 Solar Power.

Financial Performance and the state of the Company's affairs

Operational Review

Your Company recorded a phenomenal growth of 54.04% with the totalincome of Rs 91675.18 Lakh as compared to Rs 59515.57 lakh in the previous year.

Profit before Tax for the year 2021-22 was Rs 12266.88 lakh as againstRs 6683.58 lakh in the previous year. Profit after Tax for the year 2021-22 stood at Rs10067.44 lakh as against Rs 4954.86 lakh in the previous year.

Successful commissioning of Paper Machine 4

Satia Industries Limited (SIL) has successfully commenced commercialproduction from Paper Machine 4 (PM 4) having an installed capacity of 100000 TPA. PM 4is a state-of-the-art paper machine and one of the most advanced machines from AllimandFrance. The new PM 4 will be producing value added paper products like Copier Surfacesized Maplitho Cup stock Wedding base and Carry bag paper. PM 4 gives SIL an opportunityto manufacture superior quality paper and allows it to add new products to its currentproduct mix and serve wider spectrum of the Paper market with quality at par withwood-based mills. PM 4 will enable SIL to have an additional capacity of 300 TPD and willyield higher price realization and margin as SIL is planning to foray into newer productsegments and markets emerging with single use plastic ban coming from July 2022 asannounced by the Govt. The total aggregate installed capacity of SIL now with thecommissioning of new machine is 205000 MTPA

Dividend

Your directors recommend for your approval a final dividend of Rs0.20/- (i.e. 20%) per equity share of Rs 1/- each fully paid compared to Rs 0.10/-(10%)per equity share of Rs 1/- each fully paid in the previous year. This will involve anoutgo of Rs. 2.00 crores compared to Rs. 1.00 crore in the previous year

The Company's Dividend Distribution Policy (DDP) is available in theInvestors section of the company website: www.satia.com/Dividend Policy.

Reserves

The closing balance of the retained earnings of the Company for thefinancial year 2022 after all appropriation and adjustments was Rs. 53499.80 Lakh.

Fixed Deposit

The Company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet.

Particulars of Loans Guarantees or Investments:

The company has not given any loans or guarantees covered under theprovisions of section 186 of the Companies Act 2013. The details of the investments madeby company are given in the notes to the financial statements.

Internal Control Systems and their adequacy

SIL has a well-established framework of internal controls across in allthe areas of its operations. The Company has adequate monitoring procedures and tomaintain its objectivity and independence the Company has appointed competent InternalAuditor who reports to the Joint Managing Director and the quarterly reports are placedbefore the Audit Committee.

Based on the report of internal audit the audit committee recommendscorrective actions to the respective departments need to undertake in their respectiveareas and thereby strengthen the controls.

Directors and Key Managerial Personnel

Pursuant to provisions of Companies Act 2013 ('Act') and the Articlesof Association of the Company Sh Hardev Singh. Director (Technical) (DIN:07943672) retireby rotation and being eligible offer himself for re-appointment. The term of IndependentDirector Mrs Dr Priti Lal Shivhare (Din No 08031894) expiring at the ensuing AnnualGeneral Meeting in September 2022. Based on the recommendation of the Nomination andRemuneration committee meeting held on 3rd August 2022 her re-appointment for second termof five years is proposed at the ensuing Annual General Meeting for approval of themembers by way of special resolution.

All the Independent Directors have affirmed their independence underSection 149 of the Companies Act2013 and provisions of Regulation 25 of SEBI (LODR)Regulations 2015. The Company has obtained requisite declaration to that effect from thesaid Directors.

Board Evaluation

Pursuant to the applicable provisions of the Act and the ListingRegulations the Board has carried out an Annual Evaluation of its own performanceperformance of the Directors and the working of its committees based on the evaluationcriteria defined by Nomination and Remuneration Committee (NRC) for performance evaluationprocess of the Board its Committees and Directors. The performance of the Board wasevaluated by the Board after seeking inputs from all the directors on the basis ofcriteria such as the Board composition and structure effectiveness of board processesinformation and functioning etc. The performance of the Committees was evaluated by theBoard after seeking inputs from the Committee members on the basis of criteria such as thecomposition of committees effectiveness of Committee meetings etc. The performanceassessment of Non-Independent Directors Board as a whole and the Chairman were evaluatedat separate meetings of Independent Directors. The same was also discussed in the meetingsof NRC and the Board. Performance evaluation of Independent Directors was done by theentire Board excluding the Independent Director being evaluated.

The Board and the Nomination and Remuneration Committee reviewed theperformance of individual Directors on the basis of criteria such as the contribution ofthe individual director to the board and committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc. In the Board meeting that followed the meeting of the independent directors andmeeting of Nomination and Remuneration Committee the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent Directors was done by the entire board excluding the independent directorbeing evaluated.

Pursuant to the provisions of Section 149 of the Act the independentDirectors have submitted declarations that each of them meets the criteria of independenceas provided in Section 149(6) of the Act along with Rules framed there under andRegulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations"). Therehas been no change in the circumstances affecting their status as independent directors ofthe Company.

During the year under review the non-executive directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees commission and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board/Committee of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act the KeyManagerial Personnel of the Company as on March 31 2022 are Dr Ajay Satia ChiefExecutive Officer Chairman cum Managing Director Sh Rachit Nagpal GM(Finance) - CFO andSh Rakesh Kumar Dhuria Company Secretary.

Committees of the Board

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

Audit Committee of Directors

• Nominations and Remuneration Committee (NRC)

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

Terms of reference and number of meetings held for respectiveCommittees are given in the Report on Corporate Governance which forms part of the AnnualReport. Further during the year under review all recommendations made by the AuditCommittee have been accepted by the Board. The Company has adopted a Code of Conduct forits Non-Executive Directors including a code of conduct for Independent Directors whichsuitably incorporates the duties of Independent Directors as laid down in the Act.

In terms of the Listing Regulations all Directors and seniormanagement personnel have affirmed compliance with their respective codes. The CEO &Managing Director has also confirmed and certified the same which certification isprovided at the end of the Report on Corporate Governance.

Remuneration Policy

In compliance with Section 178(3) of the Act and Regulation 19(4) ofthe Listing Regulations on the recommendations of the Nomination and RemunerationCommittee (NRC) the Board formulated Policy relating to the remuneration of Directorskey managerial personnel and other employees. The Policy includes criteria for determiningqualifications positive attributes and independence of Directors and other matters. Itbroadly lays down the philosophy guiding principles and basis for recommending payment ofremuneration to the Executive and Non-Executive Directors. The role of the NRC isdisclosed in the Corporate Governance Report which forms part of the Annual Report incompliance with proviso to Section178(4) of the Act. The Remuneration Policy is stated inthe Annexure-I. We affirm that the remuneration paid to the Directors is as per the termslaid out in the Remuneration Policy

Number of meetings of the Board

Four meetings of the Board were held during the year. For details ofmeetings of the Board please refer to the Corporate Governance Report which is a part ofthis report.

Director Responsibility Statement

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

(a) in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;

(b) the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the company for the period.

c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities.

(d) the Directors had prepared the annual accounts on a going concernbasis.

The Directors had laid down internal financial control to be followedby the Company and that such internal financial controls are adequate and were operatingeffectively. The Directors had devised proper systems to ensure compliance with theprovision of all applicable laws and that such system was adequate and operatingeffectively.

Audit reports and Auditors

The Auditors Report for the year 31.03.2022 does not contain anyqualification reservation or adverse remark. The Auditors' Report is enclosed with thefinancial statement in this Annual Report.

Statutory Auditors:

Under section 139 of the Companies Act 2013 and the rules made thereunder it is mandatory to rotate the statuary auditors on completion of the maximum termpermitted under the said section in line with the requirements of the Companies Act2013 M/S Deepak Grover & Association Chartered Accountants (Firm Registration No020678N) was appointed as the Statutory Auditors of the company to hold office for aperiod of five consecutive years from the conclusion of the 36th Annual General Meeting ofthe company held on 29th September 2017 till the conclusion of the 41st Annual GeneralMeeting to be held in the year 2022

The Board of Directors of the Company at its meeting held on 03rdAugust 2022 on the basis of the recommendations of the Audit Committee recommended forthe approval of the Members the appointment of M/s. Rakesh Bansal & Co. CharteredAccountants (Firm Regn. No.011474N) as the Statutory Auditors of the Company for aperiod of 5 (five) consecutive financial years from the conclusion of this AGM till theconclusion of the 46th Annual General Meeting on remuneration terms and conditions as mayapproved by the Board. The proposal for appointment of Messrs Rakesh Bansal & Co. asStatutory Auditor of the Company is listed as an item in the Notice convening theforthcoming Annual General Meeting of the Company for necessary approval of theshareholders. Auditors Report to the shareholders for the financial year ended 31st March2022 does not contain any qualification.

Secretarial Audit:

Pursuant to provision of section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the companyhas appointed M/s. S. Parnami & Associates a firm of Company Secretaries in practiceto undertake the Secretarial Audit of the company. The Secretarial Audit report is annexedherewith as "Annexure VI. The Secretarial Audit Report for the year under reviewrequires no comments. The said report does not contain any qualification reservation oradverse remarks.

Annual Secretarial Compliance Report

In compliance with Circular No. CIR/CFD/CMD/ 1/27/2019 dated February8 2019 issued by the Securities and Exchange Board of India (SEBI) M/s S. Parnami &Associates was appointed for issuing Annual Secretarial Compliance Report for the yearended March 31 2022. The said Report confirms that the Company has maintained properrecords as stipulated under various Rules and Regulations and that no action has beentaken against the Company or promoters/directors by the SEBI/Stock Exchange.

Internal Auditors

During the year under review M/s. SSPJ & Co Chartered AccountantsInternal Auditors carried out the internal audit and submitted their report.

Cost Audit

Pursuant to the provisions of the Companies Act 2013 M/s Balwinder& Associates Cost Accountants Mohali has conducted the cost audit of the Company. Asrecommended by the Audit Committee the Board at its meeting held on 13.08.2021 appointedM/s Balwinder & Associates. Cost Accountants Mohali as Cost Auditor to conduct costaudit for the year ended March 31 2022 pursuant to the provisions of Section 148 of theAct read with the Companies (Cost Records and Audit) Amendment Rules 2014. M/s Balwinder& Associates confirmed that they are free from disqualifications as specified underSection 141 read with Sections 139 and 148 of the Act held a valid certificate ofpractice and that their appointment met the requirements of Sections 141(3)(g) and 148 ofthe Act. M/s Balwinder & Associates also confirmed that they are independentmaintained an arm's length relationship with the Company and that no orders or proceedingsare pending against them relating to professional matters of conduct before the instituteof Cost Accountants of India or any competent authority/court. The Company has maintainedcost records as specified by the Central Government under Section 148(1) of the Act.

Your Company has adopted Indian Accounting Standards (IND AS). TheFinancial Statement for the year ended March 31 2022 have been prepared in accordancewith (IND As) notified under the Companies (Indian Accounting Standards) Rules as amendedby the Companies (Indian Accounting Standard) Rules2018 read with Section 133 and otherapplicable provisions of the Companies Act 2013.

Related Party Transaction:

All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course of business.There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large. Transactions with related parties enteredby the Company in the normal course of business are periodically placed before the AuditCommittee for its omnibus approval. The Board of Directors of the Company has on therecommendation of the Audit Committee adopted a policy to regulate transactions betweenthe Company and its Related Parties in compliance with the applicable provisions of theCompanies Act 2013 the rules there under and Listing Regulations. This Policy asconsidered and approved by the Board has been uploaded on the webs site of the Company atwww.satiagroup.com.

Subsidiary Companies

The Company does not have any subsidiary.

Vigil mechanism/Whistle blower policy

The Company has adopted a Whistle Blower Policy and has established thenecessary vigil mechanism for Directors and Employees in confirmation with Section 177 ofthe Act and Regulation 22 of SEBI Listing Regulations to facilitate reporting of thegenuine concerns about unethical or improper activity without fear of retaliation. Thevigil mechanism of the Company provides for adequate safeguards against victimization ofDirectors and employees who avail of the mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. No person has been denied accessto the Chairman of the Audit Committee. The said Policy is uploaded on the website of theCompany at https://www. satiagroup.com

Extract of Annual Return:

The details forming part of the extract of the Annual Return in formMGT-9 is annexed herewith as "Annexure-VII

Particulars of Employees

Information as required under Section 197 read with rule 5 of the(Companies Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended asAnnexure-II and forms an integrated part of this report.

Conservation of Energy Technology Absorption and Foreign ExchangeEarning and Outgo

The Particulars as prescribed under section 134(3) (m) of the CompaniesAct 2013 read with rule 8 of the Company (Accounts) Rules 2014 relating to conservationof energy technology absorption and foreign exchange earnings and outgo is appended asAnnexure-III

Industrial Relations:

During the year under review your Company enjoyed cordial relationshipwith workers and employees at all levels.

Corporate Governance Management Discussion & Analysis and BusinessResponsibility Report.

As per Listing Regulations the Corporate Governance Report with theAuditors' Certificate thereon and the Management Discussion and Analysis are attachedwhich forms part of this Annual Report. Pursuant to Regulation 34(2)(f) of the ListingRegulations the Business Responsibility Report initiatives taken from an environmentalsocial and governance perspective in the prescribed format is attached as a separatesection of this Annual Report.

Sustainability

Corporate Social Responsibility Initiatives

The Company has always recognized its social responsibility as anintegral and critical part of its value system and carried out 'Need Assessment Study' tofulfil the requirements of its social responsibility under CSR Programs and based on thatassessment of demand the management has approved CSR program and Expenditure on CSR andwill be reviewed in each year depending on the profitability of the Company. Your Companycontinued the social development schemes initiated in previous years. These projectscovered the broad thematic areas of promotion of Education Medical Aid LivelihoodEradication of Poverty Support and help to fight Covid-19 Pandemic Orphans Women Blindand Established Medical Oxygen Generation and Storage Tank for countering Covid-19 thatare in compliant with Companies Act 2013. The policy on Corporate Social Responsibility isavailable on the website of the Company in the investor section www.satiagroup.com. TheCompany has spent the entire required amount of the current year ended 31.03.2022 underthe CSR and nothing is now outstanding as unspent. The brief outline of the CorporateSocial Responsibility (CSR) policy of the Company and the initiatives undertaken by the

Company on CSR activities during the year under review are set out inAnnexure IV of this report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014. For other details regarding the CSR Committee pleaserefer to the Corporate Governance Report which is a part of this report. The CSR policyis available on the Company website at www.satiagroup.com.

Safety Health and Environment

The safety of all employees and associates has always been an area ofpriority for our Company. The vaccination drive conducted early helped to control thespread of covid among our employees. The Company has constituted a Safety and SecuritiesCommittee and the Committee meet in each month to discuss all safety issues and take thedecision relating to resolving the same. The minutes of the securities and safetycommittee meetings and action taken report are also placed before the Audit CommitteeMeeting for their review and further instruction if any required relating to pendingmatters. The Company also conduct the Fire Evacuation Drill regularly. The safety andTraining & awareness sessions were conducted periodically on Fire Safety in emergencysituation and on usage of the fire saving equipment. Safety standards are maintainedacross all locations. Regular deep cleaning of the office premises and checks were done toensure safety of the employees. During ongoing Pandemic Health and wellbeing of theemployees had become a major priority for the Company. Innovative and effective means weredeveloped to engage with the employees during these tough times. Health and wellnessawareness sessions were also conducted for employees. The connect meetings gaveopportunities to employees to express themselves and get solutions to their work matters.It also motivated people to stay committed toward the organization's goals and values.

Business Responsibility Report

The Securities and Exchange Board of India ('SEBI') under Regulation34(2)(f) of Listing Regulations 2015 read with National Guidelines on ResponsibleBusiness Conduct issued by Ministry of Corporate

Affairs Government of India on March 13 2019 requires top onethousand listed companies to prepare and present a Business Responsibility Report ('BRR')to its stakeholders in the prescribed format describing the initiatives taken by theCompany on Environmental Social and Governance perspective. As on March 31 2022 In theinterest of its stakeholders The BRR as on March 2022 is annexed herewith as an AnnexureV and forms part of this Annual Report.

Awards:

1) IARPMA Award of Achievement

During the period under review your Company has achieved the followingaccolades to suit up their efforts for all these years. Dr. Ajay Satia CMD bestowedwith "IARPMA" Award of Achievement "Indian Agro and Recycled Paper MillsAssociation IARPMA the Organizer of Paperex bestowed this awardfor pioneeringandoutstanding contributions in pulping and papermaking out of wood & agriculturalresidues and commented. "Over the past few years number ofmodernization-cum-expansion schemes were undertaken in M/s. Satia Industries Limited underthe able guidance of Dr Ajay Satia CMD and his dynamic vision and able leadership. Thiseffort of the company resulted in the proliferation of agro based paper millsenvironmental and ecofriendly paper mills which are helping in making the countryself-reliant in paper requirements. M/s. Satia Industries Ltd is operating with a wideproduct mix with well accepted quality in the market based on non-conventional rawmaterials. M/s. Satia Industries Ltd (SIL) also "helped in backward linkages whichultimately supports improving the lifestyle of the farmers in the rural areas and therebyimproving the rural economy of our country.

2 Government of Punjab Department of New & Renewable EnergySources awarded for Outstanding Contribution

First Position under the category of Energy Intensive Industries forthe effort made in the field of energy conservation

Disclosures as per the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013

Your Company is committed to creating and maintaining a secure workenvironment where its employees agents vendors and partners can work and pursue businesstogether in an atmosphere free of harassment exploitation and intimidation. To empowerwomen and protect women against sexual harassment and as per the requirement of theSexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013 ("POSH Act") and Rules made thereunder a policy for prevention of sexualharassment had been made and Internal Complaints Committee had been set up. This policyallows employees to report sexual harassment at the workplace. The Internal Committee isempowered to look into all complaints of sexual harassment and facilitate free and fairenquiry process.

Report on Corporate Governance

Your Company is committed to best practices in the area of CorporateGovernance. Good Governance facilitate effective management and control of businessmaintaining a high level of business ethics and optimizing the value for all stakeholders.

Corporate Governance Structure in the Company assigns responsibilitiesand entrusts authority among different participants in the organisation viz the Board ofDirectors the senior Management and employee etc

Management Discussion and Analysis Report

In terms of Regulation 34 (2) (e) of the Listing Regulations 2015 readwith other applicable provisions the detailed review of the operations performance andfuture outlook of the Company and its business is given in the Management's Discussion andAnalysis Report (MDA) which forms part of this Annual Report and is incorporated herein byreference and forms an integral part of this report.

Acknowledgement

The Directors thanks the Company's Bankers Employees CustomersVendors Investors and for their continuous support. The Directors also thank theGovernment of India Government of Various States in India and concerned GovernmentDepartments and agencies for their co-operation

DIVIDEND DISTRIBUTION POLICY

The Board at its discretion while approving the annual accounts ineach financial year may also recommend the dividend for approval of the shareholdersafter taking into account the free cash flow position the profit earned during that yearthe Capex requirements and applicable taxes. If during any financial year the profits ofthe Company are inadequate the Board may decide not to declare dividends for thatfinancial year. A dividend policy stated by the current Board cannot be binding on theextant Board. However the current Board can form a guideline on dividend payout in futurein the interest of providing transparency to the shareholders.

The Company's Dividend Distribution Policy (DDP) is available atwebsite: www.satia.com/Dividend Policy. Annexure-I

REMUNERATION POLICY

The Nomination and Remuneration Committee of the Company is constitutedin line with provisions of Regulation 19 of SEBI (LODR) Regulations 2015 read withSection 178 of the Companies Act 2013.

Brief Description of Terms of reference:

1 To carry out evaluation of the Director's performance and recommendto the Board appo- intment/removal based on his/her performance.

2 To formulate a criterion for determining qualifications positiveattributes and independence of a director.

3 To recommend to the Board on (i) policy relating to remuneration forDirectors Key Managerial Personnel and Senior Management and (ii) Executive Directorsremuneration and incentive.

The Remuneration policy principle is that the remuneration and theother terms of employment shall be competitive in order to ensure that the Company canattract and retain competent Executives. The Nomination and Remuneration Committee whileconsidering a remuneration package must ensure a balance approach reflecting short- andlong-term performance objectives appropriate to the working of the company and its goals.

Executive remuneration shall be proposed by the Committee andsubsequently approved by the Board of Directors Executive remuneration is evaluatedannually against performance in determining package of remuneration the Committee mayconsult with the Chairman Cum Managing Director.

The Board may delegate the appointment and remuneration powers in caseof Sr. Management Personnel (except KMPs and Directors) to the Chairman & ManagingDirector CEO/ or Whole Time Director.

Annexure-II

Information required pursuant to Section 197 read with Rule 5 (1) and(2) of Chapter XIII Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is furnished hereunder:

Name of the Director/KMP and Designation Remuneration in fiscal 2022 Rs in lacs % increase in remuneration from previous year Ratio of Remuneration to MRE* Comparison of the remuneration of the KMP against the Performance of the Company
% of profits before tax % of turnover
Dr. Ajay Satia (Chairman Cum Managing Director) 484.72 115.81 163.75 3.95 0.53
Sh. R.K. Bhandari (Joint Managing Director) 89.29 18.85 30.16 0.73 0.10
Sh. Chirag Satia (Executive Director) 310.19 401.36 104.79 2.53 0.34
Sh Hardev Singh Director (Technical) 39.24 17.81 12.33 0.30 0.04
Sh Rachit Nagpal (CFO) 13.04 0 4.40 0.10 0.01
Sh. Rakesh Kumar Dhuria (Company Secretary) 9.74 0 5.06 0.07 0.01

1 The median Remuneration of Employees was Rs 2.96 lakh PA.

2 In the financial year there was 35% increases in the medianremuneration of employees.

3 There were 2012 permanent employees on the rolls of the Company as onMarch 31 2022

4 Relationship between average increase in remuneration and Companyperformance: -

For the financial year 2021-22 key Managerial Personnel were paid 7.68% and 1.03% of the net profit before tax and turnover respectively of the Company.

The ratio of the remuneration of the highest paid director to that ofemployees who are not director but receive remuneration in excess of the highest paiddirector during the year-Not applicable.

It is hereby affirmed that the remuneration paid is as per theRemuneration Policy for Directors key managerial personnel senior management personneland other employees.

Detail of Ten Employees in Term of Remuneration

Sr. No Name of Employee Designation of the Employee Qualification Experience (Yrs.) Age Rs. In Lacs Annual Salary Last Employment
1 MANOJ KUMAR AGARWAL SR. PRESIDENT- PAPER B.E. (PPT) 33.6 54.8 44.40 Kuantum Papers Saila Khurd
2 MANAV SARIN VICE PRESIDENT [SALES] M.B.A. 29.2 50.0 30.00 Rama Newsprint & Paper Ltd.
3 VENKUMAHANTHI SRINIVASA RAO SR. G.M. B.TECH (MECH.) 15.5 38.0 32.10 Concept Technologies
4 SANDEEP PABHA SR.G.M. (ENGG.& PROJECTS) B.E PRODUCTION ENGG. 27.5 49.8 31.80 Kuantam Paper
5 PARVEEN KUMAR SR.G.M. DIP. IN ELECT. ENGG. 31.6 49.6 25.20 Punjab Concast Steels
6 SANJAY JAIN SR.G.M. DIP ELECT.ENGG. 33.8 55.2 25.08 Rainbow Papers Ltd.
7 S.MADHUKAR RAO SR.G.M. B.SC. 37.0 61.2 24.00 Murli Agro
8 SANJAY SINGH G.M (C.R.P.) M.SCPG DIP.PPT 29.7 51.0 22.84 Ruchira Papers Ltd Kala Amb.
9 SATPAL ARORA SR.G.M. (MKT & PPC) M.B.A. 30.8 55.0 22.20 First Employment
10 DIBYAKANT SINGH VICE PRESIDENT [P&A-HR] M.B.A. 14.3 39.6 21.13 Vardhman Polytex Ltd.

ANNEXURE III

INFORMATION UNDER SECTION 134 (3) (M) OF THE COMPANIES ACT 2013 READWITH COMPANIES (ACCOuNTS) RuLES 2014 AND FORMING PART OF THE REPORT OF THE BOARD OFDIRECTORS.

I Conservation of Energy

1) Installation of VFDs in PM DIP PMILL & Utility for energyconservation & better performance of equipment.

2) Energy efficient LED lights (more than 250) installed in plant.

3) IE3 premium energy efficient motors installation at PM & PMILL& Utility area.

4) Thermal insulation on steam lines condensate lines and steam trapsrepairing.

5) Condensate recovery increased. Leakages removed from inside and withmaintenance & providing Insulation of lines.

6) Energy efficient & latest technology Turbo blower ( Runtech make) installed for Vacuum System at PM4 for energy efficiency energy saving & bettercontrol of vacuum .

7) Energy Efficient (Level 3 efficiency) Transformers installed.

II Technological Absorption

1) PM4 Allimand make latest design & technology paper machineinstalled & commissioned in FEB 22 for increasing production capacity and qualitypaper for market.

2) 200/160 TPD DIP of Andritz make with latest technology & DrumPulper installed for quality pulp & minimizing wastage from waste paper

3) Hardwood street 200TPD of latest technology installed for wood pulpquality & production enhancement.

4) DD washer and Decker Washer Street of latest technology installed inwood street for better quality and productivity enhancement.

5) Recovery boiler ESP 1 modification for better emission control &efficient boiler operation.

6) PCC Plant installation for paper quality improvement (brightnessincrease OBA chemical reduction soap stone dependency reduces / market alternative).

7) Cutlery plant for developing a food packaging product segment formarket by utilizing existing basic infrastructure.

III FOREIGN EXCHANGE EARNINGS AND OUT GO:

Expenditure for the year ended 31st March 2022 is as under: -

(Rs.)
(i) Earning in foreign exchange. 27294923.00
(ii) Expenditure in foreign currency.
CIF Value of imports (Rs.)
Waste Paper 268320111
Pulp 353680973
Chemical 17164821
Store & Spares 48438172
Capital Goods 625810511
Interest 17359307
Legal Technical Fees & other fees 25946061
Total Expenditure 1356719956

.