Ganga Papers India Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Directors of your Company have pleasure
in presenting the Forty-First (41st) Board''s
Report along with the Audited Financial
Statements for the financial year ended 31st
March, 2025.

This Report outlines the Company''s
governance practices, risk management
framework, and strategic outlook, offering
stakeholders a transparent and
comprehensive view of the Company''s
performance, progress, and future direction.

1. FINANCIAL HIGHLIGHTS AND SUMMARY

The financial performance of our Company for the financial year ended 31 March, 2025 is
summarized below:

(Rs. In Lakh)
(particulars	FY 2024-25	FY 2023-24
Revenue from operations	25,769.13	24549.87
Other Income	38.08	32.08
Total Income	25,807.21	24,581.95
Total Expenses	25,602.40	24381.03
Profit Before Tax	204.82	200.91
Add/less: Exceptional items	-	-
Tax expense	49.55	53.13
Profit After Tax	155.27	147.78

Notes:

• The above figures are extracted from the audited financial statements of the Company for the Financial Year
ended 2024-25.

• The financial statements have been prepared in accordance with the Indian Accounting Standards (IND AS)
applicable on the Company.

For the year ended 31st March 2025, the Company demonstrated steady growth in its
core operations and overall financial performance. Revenue from operations increased
by 4.97% to ^25,769.13 lakh, compared to ^24,549.87 lakh in the previous year. Other
income rose significantly by 18.70% to ^38.08 lakh, as against ^32.08 lakhs recorded
in the preceding financial year, contributing to a total income growth of 4.98% to
^25,807.21 lakh, up from ^24,581.95 lakhs in the prior year.

Total expenses also increased by 5.01% to ^25,602.40 lakh, compared to ^24,381.03
lakhs in the preceding year, keeping pace with the growth in income. Despite this, the
Company maintained efficient cost management, as evidenced by the close alignment
between expenses and revenue.

Profitability improved modestly, with profit before tax rising by 1.95% to ^204.82
lakh, from ^200.91 lakhs in the previous fiscal year. The Company benefited from a 6.74%
reduction in tax expense, which decreased to ^49.55 lakh from ^53.13 lakh in the
previous year. As a result, profit after tax increased by 5.07% to ^155.27 lakh,

compared to ^147.78 lakh recorded in FY 2023-24.

No exceptional items were recorded during the year, indicating that the reported results
reflect the Company''s core business activities. Overall, the Company''s stable profit
margins and prudent financial management underscore its ability to deliver sustainable
growth and maintain healthy financial stability.

2. STATE OF COMPANY’S AFFAIRS & OUTLOOK

During the financial year 2024-25, the Company continued its core operations in the
production of Kraft Papers, News Print, writing and printing papers in India. The year
bought a mix of opportunities and challenges as the Company navigated evolving market
conditions, regulatory shifts, and competitive pressures. Despite these dynamics, the
Company remained focused on operational efficiency and market responsiveness.

The Company''s financial results for the year reflect disciplined cost management and
working capital optimization, contributing to resilience amid industry fluctuations. Key
financial indicators—including revenue from operations, profitability, and return on
capital employed—were analysed in the context of broader economic and sector trends.
Robust risk management and internal control frameworks, under the oversight of the
Board, ensured regulatory compliance and safeguarded stakeholder interests.

Looking forward, the Board remains optimistic about the Company''s prospects and is
committed to innovation, customer satisfaction, and sustainable growth. Strategic
investments in technology and human resources will be pursued to strengthen the
Company''s market position. With a solid financial foundation and experienced leadership,
the Company is well-positioned to achieve its long-term objectives and deliver value to
shareholders and stakeholders. The Board will continue to regularly review and refine
business strategies to ensure alignment with these goals.

3. SHARE CAPITAL & LISTING INFORMATION

The Authorized Share Capital of the Company is 11,00,00,000 and the paid-up share
capital is 10,78,88,860 comprising of 1,07,88,886 equity shares of 10 each. The equity
shares of the Company are listed on Bombay Stock Exchange (BSE). No additional capital
was issued during the financial year 2024-25.

4. CHANGE IN THE NATURE OF BUSINESS

During the financial year 2024-25, there has been no change in the nature of the business
activities of the Company. The Board remains committed to pursuing the current business
objectives and strategies as set forth in previous reports.

5. RESERVES AND SURPLUS

As on 31st March 2025, the Other Equity of the Company stood at ^1,987.21 lakh,
comprising the following components:

During the financial year 2024-25, the Company earned a net profit of ^155.27 lakh,
which was fully transferred to retained earnings. Accordingly, retained earnings increased
from ^390.37 lakh in the previous year to ^545.64 lakh at the end of the reporting period.

No amount was transferred to any specific reserves during the year. The accumulated
surplus will be retained to fund future business growth, meet working capital needs, and
strengthen the Company''s financial position.

6. DIVIDEND DECLARATION

The Board of Directors has not recommended any dividend for the financial year ended
31st March 2025. This decision has been taken to retain profits for future business
requirements and to support the Company''s long-term growth objectives.

7. PUBLIC DEPOSITS

During the financial year 2024-25, the Company has not accepted any deposits from the
public within the meaning of Chapter V of the Companies Act, 2013, read with the
Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount remains unpaid
or unclaimed as deposits as on 31st March 2025.

8. PARTICULARS OF LOANS. GUARANTEE AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the details of loans,
guarantees, and investments made by the Company during the financial year are provided
in the notes to the accompanying financial statements. Accordingly, the Board draws
attention to the relevant notes for a comprehensive understanding of these transactions.

9. DETAILS OF HOLDING. SUBSIDIARY/IOINTVENTURES/ ASSOCIATE COMPANIES

During the financial year 2024-25, the Company did not have any holding company,
subsidiary, joint venture, or associate company as defined under the Companies Act, 2013.

Accordingly, the requirements related to disclosure of such relationships are not
applicable.

10. PERFORMANCE EVALUATION

In accordance with the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors, upon the
recommendation of the Nomination and Remuneration Committee, has established a
formal framework for the annual evaluation of individual Directors, the Board as a whole,
and its Committees. This framework is designed to assess board composition,
communication, decision-making, and overall effectiveness, ensuring alignment with the
organization''s strategic objectives and governance best practices. The evaluation process
is regularly monitored, reviewed, and updated to reflect new compliance requirements
and evolving business needs.

For the financial year 2024-25, the annual performance evaluation was conducted as per
the approved framework. The process involved the use of structured questionnaires and
feedback mechanisms to evaluate the performance of individual Directors, the Board, and
its committees. Additionally, the independent directors held a separate meeting on 26th
March, 2025 to review the performance of non-independent directors, the Chairperson,
and the Board as a whole, and to assess the timeliness and adequacy of information flow
within the Company.

Based on the evaluation outcomes, the Board is satisfied that the Independent Directors
possess the necessary expertise, experience, and integrity to fulfil their roles effectively.
The Board remains committed to continuous improvement in governance practices and
will continue to refine the evaluation framework to ensure accountability, transparency,
and alignment with the Company''s goals.

11. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

In accordance with the provisions of Regulations 25(7) and 46(2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Company conducts familiarization programmes for its directors, particularly Independent
Directors, to provide them with a comprehensive understanding of their roles,
responsibilities, and the Company''s business operations.

These programmes are conducted proactively and at regular intervals to apprise the
Directors of the Company''s strategic initiatives, operational updates, and significant
regulatory developments applicable to the Company.

During the financial year 2024-25, a familiarization programme was conducted on 26th
March, 2025, covering key updates on statutory and regulatory changes, as well as the
Company''s business performance and future outlook.

The details of the familiarization programme are provided in the Corporate Governance
Report and are also available on the Company''s website at:
https://www.gangapapers.com/admin/sites/default/files/1558433714308.pdf

12. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from all Independent Directors
pursuant to the provisions of Section 149(7) of the Companies Act, 2013 and Regulation
25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
confirming that they meet the criteria of independence as prescribed under Section
149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

Further, the Company has received declarations from all Independent Directors regarding
compliance with Rule 6(1) and Rule 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, confirming their registration and renewal, as
applicable, with the Independent Directors'' data bank maintained by the Indian Institute
of Corporate Affairs (IICA), Manesar.

The Board of Directors, after taking on record the declarations and confirmations
submitted by the Independent Directors, is of the opinion that all Independent Directors
of the Company are persons of integrity, and possess the requisite expertise, experience,
and proficiency. The Board considers that their continued association would be of
significant value and in the best interests of the Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Company''s Board of Directors is in strict accordance with Section
149 of the Companies Act and Regulation 17 of the SEBI Listing Regulations, ensuring an
appropriate blend of Executive, Non-Executive, and Independent Directors. As of March
31, 2025, the Board consisted of eight (08) members, comprising of four (04) Non¬
Executive Independent Directors, three (03) Non-Executive Non-Independent Director
(including one-woman director), and one (01) Managing Director. This structure reflects
the Company''s commitment to strong governance, diversity, and effective leadership.
Comprehensive details regarding the Board and its committees—including directors''
tenures, areas of expertise, and other pertinent information—are available in the
Corporate Governance Report, which forms an integral part of this Annual Report.

During the financial year 2024-25, following changes took place:

• Appointment/Re-appointments:

The infusion of new talent and expertise not only strengthens the Board''s decision-making
capabilities but also fosters a culture of continuous learning and collaboration. Each new
appointment is carefully selected to complement the existing skill sets on the Board,
promoting a balanced exchange of ideas and innovative thinking. As a result, the Board is
well-positioned to provide robust oversight and guidance, supporting the Company''s
sustained growth and long-term value creation for all stakeholders. Throughout the year,
the Company, guided by the recommendations of its Nomination and Remuneration
Committee, has taken notable steps to further strengthen the composition of its Board of
Directors. The directors and KMP appointed are as follows:

- Mr. Shreyash Agrawal (DIN: 10721615) was appointed as an Additional Director (Non¬
Executive Independent Director) of the Company with effect from 13th August, 2024,
pursuant to the decision taken by the Board of Directors at its meeting held on the same
date. Subsequently, his appointment was duly approved by the shareholders at the 40th
Annual General Meeting of the Company on 27th September, 2024.

- Mr. Surya Prakash Agrawal (DIN: 10725656) was appointed as an Additional Director
(Non-Executive Independent Director) effective 13th August, 2024, by the Board of
Directors at their meeting on that date. Shareholder approval for his appointment was
granted at the 40th Annual General Meeting held on 27th September, 2024.

- Ms. Prerna Maheshwari was appointed as the Company Secretary and Compliance
Officer of the Company, effective from April 16, 2024. Her tenure concluded on April 17,
2025. She brings her commendable expertise and a strong professional background
relevant to the responsibilities of her new role. The Board welcomes her and looks forward
to her valuable contributions in further strengthening the Company''s compliance
framework and governance practices.

• Retirement by Rotation

- Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the applicable
rules, Mrs. Sadhana Kanoria (DIN: 00084309), who retired by rotation at the 40th
Annual General Meeting, was re-appointed as a Director of the Company liable to retire by
rotation, with the approval of the shareholders at the same meeting.

• Cessation

- In accordance with the provisions of Section 149 and Section 152 of the Companies Act,
2013, read together with the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, two terms of appointment for two (2) Independent Directors of the
Company—namely Mr. Anjani Kumar Agrawal and Mr. Sanjeev Murari Jalan concluded
with the closure of business hours on 27th September, 2024. Their leadership and
guidance have played a vital role in strengthening the Board''s oversight and supporting
the Company''s continued growth and success.

- Mrs. Kamlesh Kushwaha ceased to hold the positions of Company Secretary and
Compliance Officer of the Company, effective from April 15, 2024. The Board of Directors
records its deep appreciation for her steadfast dedication and distinguished service
throughout her association with the Company. The Board extends its best wishes to her
for future professional endeavours.

After the end of financial year 2024-25 and up to the date of this report, following
changes took place:

• Appointment/Re-appointments after the end of the financial year:

- Mr. Yash Mishra, Membership No. A73746, has been appointed as the Company
Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect
from 29th April 2025. The Board extends a warm welcome to him and is confident that his
expertise and professional experience will make a significant contribution to the
Company''s governance and compliance framework.

• Cessation after the end of the financial year:

- Ms. Prerna Maheshwari ceased to serve as the Company Secretary and Compliance
Officer of the Company with effect from April 17, 2025. The Board records its appreciation
for her commitment and the significant contributions she made to the Company. The
Board wishes her continued success in all her future professional pursuits.

The present Key Managerial Personnel of the Company, as defined under Section 2(51)
and Section 203 of the Companies Act, 2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, were as follows:

Key Managerial Personnel
S. No.	Name	Designation
1	Sandeep Kanoria	Managing Director & Executive Director
2	CS Yash Mishra	Company Secretary
3	Amit Chaudhary	Chief Financial Officer

List of Directors
S. No.	Name	Designation
1	Ramesh Kumar Chaudhary	Chairman & Non-Executive Director
2	Sandeep Kanoria	Managing Director & Executive Director
3	Sadhana Kanoria	Non-Executive Director
4	Manish Kumar	Non-Executive Director
5	Ratan Kumar Singh	Non-Executive & Independent Director
6	Amit Kapoor	Non-Executive & Independent Director
7	Shreyash Agrawal	Non-Executive & Independent Director
8	Surya Prakash Agrawal	Non-Executive & Independent Director

The detailed information with respect to Board of Directors and Key Managerial Personnel
(KMP) is prescribed in the Corporate Governance Report which forms part of this Annual
Report.

14. BOARD COMMITTEES AND NUMBER OF MEETINGS OF THE BOARD COMMITTEES

As on March 31, 2025, the Board has following statutory Board committees in the
Company:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder''s Relationship Committee

The details of composition, terms of reference and number of meetings conducted during
the year are provided in the Corporate Governance Report annexed to this Annual
Report.

15. BOARD MEETINGS AND ANNUAL GENERAL MEETING

During the financial year 2024-25, the Board of Directors convened a total of six (6)
meetings on the following dates:

. 15th April 2024
. 28th May 2024

• 13th August 2024

• 26th September 2024

• 12th November 2024

• 11th February 2025

These meetings were conducted in compliance with the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
For detailed information regarding the Board Meetings, including director-wise
attendance, please refer to the Corporate Governance Report annexed to this Annual
Report.

The 40th Annual General Meeting (AGM) of the Company was held on Friday, 27th
September 2024. The 41st AGM for the financial year 2024-25 is scheduled to be held on
Friday, 26th September 2025. The notice convening the meeting, along with the agenda
and explanatory statements, forms part of this Annual Report.

Apart from the above-mentioned AGM, no Extra-Ordinary General Meetings (EGMs) were
held during the financial year 2024-25.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to Section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, we report that all contracts or arrangements entered
into by the Company with related parties during the financial year under Section 188(1)
of the Act were in the ordinary course of business and on an arm''s length basis.

These transactions were reviewed and approved by the Audit Committee and, wherever
necessary, by the Board of Directors. The transactions were executed under the omnibus
approval granted by the Audit Committee, and no separate approvals were required for
individual transactions falling within the scope of such omnibus approval. The Audit
Committee reviewed the related party transactions on a quarterly basis in accordance
with the terms of such omnibus approvals.

During the year under review, the Company did not enter into any contract or arrangement
with related parties which could be classified as ‘material'' under Regulation 23 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

Necessary disclosures as required under the applicable Indian Accounting Standards (Ind
AS 24) and the Listing Regulations have been made in the Notes to the Financial
Statements, forming part of this Annual Report.

The Company has instituted a robust framework for identifying, reviewing, and approving
related party transactions. All such transactions are evaluated in accordance with the
Company''s Policy on Materiality and Dealing with Related Party Transactions.

The said policy is available on the Company''s website and can be accessed at:
https://www.gangapapers.in/reg42/Related-party-transcations-policy-2025.pdf

Further, the information on transactions with related parties pursuant to Section
134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is
annexed to this Report and marked as Annexure [1].

17. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) and approved by the Central Government,
as prescribed under the Companies Act, 2013. These standards—namely, Secretarial
Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-
2) on General Meetings—lay down a set of mandatory principles and procedures to be
followed by companies for ensuring transparency, consistency, and good corporate
governance in the conduct of Board and General Meetings. The Company has ensured
compliance with these standards in letter and spirit, thereby reinforcing its commitment
to maintaining the highest standards of corporate governance and statutory compliance.

18. INTERNAL FINANCIAL CONTROLS

The Company has implemented a comprehensive framework of internal financial controls
in accordance with the requirements of the Companies Act, 2013, and the guidance issued
by the Securities and Exchange Board of India (SEBI). These controls are designed to
ensure the accuracy and reliability of financial reporting, safeguard assets, and promote
operational efficiency. The framework encompasses the control environment, risk
assessment, control activities, information and communication systems, and ongoing
monitoring, as recommended by globally recognized standards.

Management of company is responsible for establishing and maintaining adequate
internal financial controls relevant to the preparation and presentation of financial
statements that give a true and fair view. Throughout the year, regular reviews and
assessments have been conducted to evaluate the effectiveness of these controls and to
identify any potential weaknesses or areas for improvement. The Company has
documented policies and procedures that provide reasonable assurance regarding the
prevention and timely detection of errors, frauds, or non-compliance with applicable laws
and regulations.

A comprehensive discussion regarding the Company''s internal financial controls is
provided in the Management Discussion and Analysis Report, which is included as part of
this Annual Report. For additional details, please refer to the relevant section therein.

19. INTERNAL CONTROL AND AUDIT

The Company maintains a robust system of internal controls designed to safeguard assets,
ensure accuracy of financial reporting, and promote operational efficiency. These controls
are periodically reviewed and updated to address evolving business risks and regulatory
requirements.

The Board of Directors, at its meeting held on 28th May 2024, appointed Mr. V.S. Dwivedi
as the Internal Auditor of the Company for the financial year 2024-25.

The internal audit function operates independently and reports directly to the Audit
Committee, thereby ensuring objectivity, transparency, and integrity in the audit process.

At the beginning of each financial year, an internal audit plan is formulated to evaluate the
adequacy and effectiveness of the Company''s internal control systems, operational
processes, and compliance framework. The Audit Committee regularly reviews the audit
plan, key audit findings, implementation status of recommendations, adequacy of
controls, and changes, if any, in accounting policies or procedures.

The Board is committed to maintaining a high standard of corporate governance and
compliance, supported by a strong internal audit mechanism.

20. STATUTORY AUDITOR AND AUDIT REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made
thereunder, M/s. Ram K Raj & Associates, Chartered Accountants (Firm Registration No.
002093C), were appointed as the Statutory Auditors of the Company for a term of five

consecutive years, to hold office from the conclusion of the 40th Annual General Meeting
(AGM) until the conclusion of the 45 th AGM.

The Statutory Auditors have submitted their report on the financial statements of the
Company for the financial year ended 31st March 2025, which forms part of the Annual
Report 2024-25. The Auditor''s Report is free from any qualifications, reservations,
adverse remarks or disclaimers and does not call for any further explanation or comments
by the Board.

Further, the Auditors have confirmed their eligibility and independence, and that they
have undergone peer review by the Institute of Chartered Accountants of India (ICAI) and
hold a valid certificate issued by the Peer Review Board of ICAI.

During the year under review, the Company did not avail any prohibited non-audit services
from the Statutory Auditors, in compliance with the provisions of Section 144 of the
Companies Act, 2013.

Additionally, there have been no instances of fraud reported by the Auditors under Section
143(12) of the Companies Act, 2013 during the financial year under review.

21. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors had appointed M/s. Ragini Chokshi & Co., Practicing Company
Secretaries, to conduct the Secretarial Audit of the Company for the financial year ended
31st March, 2025.

The Secretarial Audit Report in Form MR-3 for the financial year 2024-25 is annexed to
this Report and marked as Annexure [2].

The report confirms that there were no qualifications, reservations, adverse remarks, or
disclaimers made by the Secretarial Auditors for the said period.

In accordance with the provisions of Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Section 204 of the Act, based on the
recommendation of the Board, the Company is required to appoint a Secretarial Auditor
with the approval of the Members at the Annual General Meeting.

Accordingly, the Board of Directors, at its meeting held on 28th May, 2025, has
recommended the appointment of M/s. Ragini Chokshi & Co., Practicing Company
Secretaries, as the Secretarial Auditors of the Company for a term of five (5) consecutive
financial years, i.e., from FY 2025-26 to FY 2029-30, subject to approval of the Members
at the ensuing 41st Annual General Meeting.

They shall undertake the secretarial audit in accordance with the applicable provisions of
the Act and the SEBI Listing Regulations and issue their report for each financial year
during the term.

22. ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, read with SEBI Circular No.
CIR/CFD/CMD1/27/2019 dated 8th February 2019, the Annual Secretarial Compliance
Report for the financial year ended 31st March, 2025 has been issued by M/s. Ragini
Chokshi & Co., Practicing Company Secretaries.

The said report confirms that the Company has complied with the applicable provisions
of the SEBI Regulations, circulars, and guidelines issued from time to time. The Annual
Secretarial Compliance Report is annexed to this Board''s Report and marked as Annexure

[3].

There are no instances of non-compliance, and no material observations or
recommendations made in the said report which call for any explanation or comment by
the Board.

23. PARTICULARS OF REMUNERATION OF DIRECTORS / KMP/ EMPLOYEES

The disclosures pertaining to remuneration and other details 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 are annexed herewith as
Annexure [4] and form part of this Report.

Further, a statement containing particulars of employees as required under Rule 5(2) and
5(3) of the said Rules is also provided in the said annexure. In terms of the provisions of
Section 136 of the Companies Act, 2013, the Annual Report and the Financial Statements
are being sent to the shareholders excluding the said annexure. Any shareholder
interested in obtaining a copy of the same may write to the Company Secretary at the
registered office of the Company.

24. COST AUDITOR AND COST AUDIT REPORT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain
cost records and have them audited for the financial year ended 31st March 2025.

The Board of Directors, after obtaining the necessary consent and eligibility certificate,
appointed M/s. K.N. Chaubey & Associates, Cost Accountants (Firm Registration No.
101174), as the Cost Auditor of the Company for the financial year 2024-25. The Cost
Audit Report for the financial year 2024-25 is awaited.

Further, the Company has re-appointed M/s. K.N. Chaubey & Associates, Cost Accountants,
as the Cost Auditor of the Company for the financial year 2025-26, on the
recommendation of the Audit Committee and with the approval of the Board of Directors
at its meeting held on 13th August, 2025. The remuneration payable to the Cost Auditor
for the said financial year is being placed before the Members for ratification at the
ensuing Annual General Meeting.

The Cost Audit Report for the financial year 2023-24, submitted by the Cost Auditors
during the financial year 2024-25, did not contain any qualification, reservation, adverse
remark, or disclaimer. The Cost Auditors also did not report any matter under Section
143(12) of the Companies Act, 2013 in their report. The Company has filed the Cost Audit
Report with the Ministry of Corporate Affairs within the prescribed time frame, in
compliance with the applicable provisions.

Qualification/Reservation/Adverse Remarks of the Cost Auditor

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

25. DISCLOSURE ON MAINTENANCE OF COST RECORD

In accordance with the provisions of Section 148(1) of the Companies Act, 2013 read with
the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the
Company has duly maintained cost records as prescribed by the Central Government for
the financial year ended 31st March, 2025, in respect of its applicable products and
services.

These cost records have been maintained in compliance with the applicable legal
framework and are subject to audit, where required, under the provisions of the Act.

26. CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest standards of corporate governance
and ethical conduct. In accordance with Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a detailed report on
Corporate Governance is provided as a separate section of this Annual Report.

This report outlines the Company''s governance framework, including the composition and
functioning of the Board of Directors and its Committees, disclosures on remuneration,
compliance mechanisms, stakeholder engagement, risk management practices, and other
governance-related matters. It reflects the Company''s ongoing commitment to
transparency, accountability, and integrity in all its operations.

Additionally, a certificate from the Secretarial Auditors of the Company confirming
compliance with the conditions of Corporate Governance as prescribed under the Listing
Regulations is annexed to the report and is annexed herewith as Annexure [5].

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion
and Analysis Report forms part of this Annual Report and is annexed herewith as
Annexure [6].

The report includes all relevant disclosures as prescribed under the said Regulation and
provides insights into the Company''s operations, industry outlook, financial performance,
opportunities, risks, and strategic initiatives.

28. FRAUD REPORTING

During the year under review, there were no instances of fraud reported by the Statutory
Auditors or the Secretarial Auditor to the Audit Committee under Section 143(12) of the
Companies Act, 2013. Accordingly, no such matter is required to be disclosed in this
Annual Report.

29. ANNUAL RETURN

In compliance with Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014, the draft Annual Return of the
Company for the financial year 2024-25 has been placed on the Company''s website and
can be accessed at:

https://www.gangapapers.com/shareholders-desk.php?prod id=629

30. CODE FOR PREVENTION OF INSIDER TRADING:

In compliance with the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 (“SEBI PIT Regulations”), the Company has adopted a
comprehensive Code of Conduct for Prevention of Insider Trading, applicable to all
Designated Persons, to regulate, monitor, and report their trading activities in the
securities of the Company.

The Code outlines clear procedures and responsibilities for Designated Persons when
dealing in the Company''s securities and ensures strict adherence to the provisions of the
SEBI PIT Regulations. It aims to prevent misuse of Unpublished Price Sensitive
Information (UPSI) and promotes transparency and fairness in securities transactions.

To ensure effective implementation, the Company notifies the closure of the trading
window to all concerned individuals through email communications ahead of any UPSI-
related events. The Company also maintains a Structured Digital Database (SDD)
capturing details of all persons with whom UPSI has been shared, in compliance with the
requirements under the SEBI PIT Regulations.

The Board remains committed to maintaining the highest standards of compliance and
governance in line with applicable laws and regulatory expectations.

31. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Company has adopted a Code of Conduct for Directors and Senior Management
Personnel in accordance with the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. This Code outlines
the principles of ethical conduct, professional integrity, and corporate responsibility
expected from the Company''s leadership.

The Code sets forth the standards for honest and ethical conduct, compliance with
applicable laws, and the discharge of duties in the best interest of the Company. It aims to
promote transparency, accountability, and good governance across all levels of
management.

All Directors and Senior Management personnel have affirmed compliance with the Code
of Conduct for the financial year under review. The Company remains committed to
upholding these standards and periodically reviews the Code to ensure its continued
relevance and alignment with evolving governance practices.

The Code of Conduct is available on the Company''s website at:
https://www.gangapapers.com/admin/sites/default/files/1558433698367.pdf

32. CRITERIA OF MAKING THE PAYMENTS TO NON-EXECUTIVE DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Regulation 46 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
has laid down clear criteria for making payments to its Non-Executive Directors.

The criteria include payment of sitting fees for attending meetings of the Board and its
Committees, reimbursement of expenses incurred in the discharge of their
responsibilities, and where applicable, payment of professional fees or commission,
subject to the approval of shareholders and within the limits prescribed under the
applicable laws.

The said criteria are available on the website of the Company and can be accessed at the
following link:

https://gangapapers.com/reg42/Criteria%20of%20making%20payments%20to%20no

nexecutive%20directors.%20if%20the%20same%20has%20not%20been%20disclosed

%20in%20annual%20report.pdf

33. VIGIL MECHANISM / WHISTLE-BLOWER POLICY

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a

Vigil Mechanism / Whistle-Blower Policy to enable Directors, employees, and
stakeholders to report genuine concerns relating to unethical behaviour, actual or
suspected fraud, or violation of the Company''s Code of Conduct.

The Vigil Mechanism ensures adequate safeguards against victimization of individuals
who report concerns under the policy. It also provides for direct access to the Chairperson
of the Audit Committee in appropriate or exceptional cases. All disclosures made under
this mechanism are treated with utmost confidentiality and investigated in a fair and
transparent manner.

The Board of Directors affirms its commitment to maintain the highest standards of
integrity and accountability, and upholds the Vigil Mechanism as a key component of the
Company''s ethical governance framework.

The Vigil Mechanism / Whistle-Blower Policy is available on the Company''s website at:
https://www.gangapapers.in/admin/sites/default/files/1542094481528.pdf.

34. NOMINATION AND REMUNERATION POLICY

The Company has established a policy for the appointment and remuneration of Directors,
Key Managerial Personnel, and other employees in accordance with Section 178(3) of the
Companies Act, 2013. The policy sets out clear criteria for the selection of Directors,
emphasizing the need for relevant expertise, professional accomplishments, leadership
qualities, and high standards of personal and professional integrity. It also ensures that
Independent Directors meet the independence criteria laid down under Section 149(6) of
the Act, and that their independence is regularly reviewed.

Remuneration of Directors, including Managing Directors and Whole-time Directors, is
determined by the Nomination and Remuneration Committee, which recommends
packages to the Board based on industry benchmarks, Company performance, and
individual contributions. Remuneration is designed to attract, retain, and motivate high-
calibre talent while aligning with the Company''s objectives and shareholder interests. The
policy also provides for payment of sitting fees, reimbursement of expenses, and
professional fees as applicable.

The policy also covers procedures for appointment, re-appointment, retirement, and
removal of Directors. It is reviewed periodically to ensure its continued relevance and
effectiveness in supporting the Company''s governance and growth objectives. The
Company remains committed to upholding high standards of transparency, accountability,
and fairness in all matters related to the appointment and remuneration of its directors.
The policy is available on the website of the Company at
https://www.aanaapapers.com/admin/sites/default/files/1540028558257.pdf.

35. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company has formulated Corporate Social Responsibility (CSR) Policy in accordance
with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014. This policy underscores the Company''s commitment
to supporting the social and economic development of the communities in which it
operates, with a focus on key areas such as education, healthcare, livelihood enhancement,
environmental sustainability, and rural development as specified under Schedule VII of
the Act. The Board is dedicated to the ongoing development and effective implementation
of the CSR Policy to ensure that the Company''s efforts contribute meaningfully to the
welfare of society and sustainable development. The policy is available on the website of
the Company at

https://www.gangapapers.com/admin/sites/default/files/CSR%20Pohcv.pdt.

However, as per the applicable statutory provisions, the Company was not required to
undertake any CSR activities during the financial year 2024-25. Accordingly, no CSR
initiatives were implemented during the year. The Company will continue to monitor its
obligations and will undertake CSR activities as and when required by law.

36. RISK MANAGEMENT POLICY

The Board of Directors has established and implemented a comprehensive risk
management policy. This policy provides a structured framework for the identification,
assessment, prioritization, and mitigation of risks across all functional areas of the
Company. It is regularly reviewed and updated to reflect changes in the business
environment, regulatory compliances, and emerging risks.

The risk management framework is designed to ensure that all significant risks are
systematically monitored and addressed. The Board, supported by the management and
internal audit teams, conducts periodic reviews of the risk landscape. These reviews help
in identifying both internal and external risk factors, including operational, financial, legal,
regulatory, reputational, and strategic risks. The Company''s risk management process
involves continuous evaluation and reporting, enabling timely interventions and the
implementation of appropriate risk mitigation strategies.

At present, the Board is of the opinion that there are no elements of risk which threaten
the existence of the Company. The Board remains vigilant and is committed to maintaining
robust risk management practices. The Company''s approach ensures that risks are
managed within acceptable thresholds, thereby protecting the interests of all stakeholders
and supporting sustainable business growth. The Board will continue to monitor the risk
environment and take necessary actions to safeguard the Company''s future.

37. COMPLIANCE WITH MATERNITY BENEFITS ACT. 1961

The Company is committed to ensuring a supportive and inclusive workplace for all its
employees. In compliance with the provisions of the Maternity Benefits Act, 1961, the
Company has implemented the required steps and procedures to provide maternity
benefits to its eligible employees. During the year 2024-25, the Company has adhered to
all applicable provisions of the Act, including the grant of maternity leave and other
related benefits, as prescribed by law.

No instances of non-compliance with the Maternity Benefits Act, 1961 have been reported
or observed during the financial year.

38. OTHER COMPANY POLICIES

The Company has adopted and implemented various policies as required by the
Companies Act, 2013 and applicable listing regulations. The salient features of these
policies, as well as any changes made during the year, are specified in the Board''s Report
and are available in full on the Company''s website. The policies are available on the
website of the Company at https: //www.gangapapers.com/shareholders-

desk.php?prod id=156.

The Board ensures that all policies are regularly reviewed and updated to reflect best
practices and regulatory requirements, thereby supporting good corporate governance
and transparency. Additionally, the Board monitors implementation to maintain
accountability throughout the organization.

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

The Company is committed to providing a safe and respectful work environment for all
employees. No complaint was received or is pending, nor has any case been filed with the
Company pursuant to provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 during the financial year 2024-25. The
Company continues to uphold its commitment to maintaining a workplace free from
discrimination and harassment.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013:

1	Number of complaints of sexual harassment received	NIL
2	Number of complaints disposed off	NA
3	Number of cases pending	NIL

40. PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to
conservation of energy, technology absorption, and foreign exchange earnings and outgo
for the year under review are as follows:

A. Conservation of Energy

(i) The steps taken or impact on conservation of energy:

• Installation of Variable Frequency Drives (VFDs) across critical plant areas to control
motor speed and reduce electricity usage.

• Replacement of outdated machinery and electrical components with modern, energy
efficient systems.

• Periodic energy audits and corrective measures implemented based on audit findings.
Impact: These initiatives have led to a notable reduction in overall energy consumption
and improved power factor, resulting in cost savings.

• Exploration of solar-compatible equipment and hybrid energy models to maximize the
use of clean energy and improve long-term sustainability.

• The Company continues to focus on upgrading and modernizing its processes through
in-house development and technical collaboration. Employee training and skill
enhancement programs are also conducted to support technology absorption.

(ii) The steps taken by the Company for utilising alternate sources of energy:

• Preliminary evaluations have been conducted for the installation of rooftop solar
panels to meet part of the non-critical load through renewable energy.

• Vendor discussions are underway to assess the feasibility of wind energy through third
party open access

(iii) The capital investment on energy conservation equipment:

• During the year, Total energy consumption and energy consumption towards energy-
efficient motors, LED lighting systems, and Variable Frequency Drives based
automation per unit of production is showed as Form A below as per the rules in
respect of industry specified in the Schedule thereto:

Particulars	Current Year (2024-25)	Previous Year (2023-24)
A. Power and Fuel Consumption
Electricity
Purchased
Unit	1,69,30,328 Units	1,72,85,720 Units
Total Amount	Rs.19,18,30,294/-	Rs.18,05,54,170/-
Rate/Unit	Rs.11.33/Unit	Rs.10.45/Unit
Own Generation

Through Diesel Generator -	-	-
Through steam turbine / generator	10,58,000 kwh	10,40,000 kwh
Coal (specify quality and where used)	-	-
Quantity (tones)	27463.280 MT	26954.925 MT
Total Costs	Rs.22,71,94,839 /-	Rs.24,11,58,641/-
Average Rate	Rs.8,272.68 /MT	Rs.8,946.74/MT
Furnace Oil	NIL	NIL
Others	NIL	NIL
B. Consumption per unit of production
Products (with details) unit:
Electricity	216.86 Units/MT	213.60 Units/MT
Furnace Oil	-	-
Coal (specify quality)	351.77 Kg/MT	333.07 Kg/MT
Others (specify)	-	-

B. Technology Absorption

(i) The efforts made towards technology absorption: Benefits derived:

• Continuous monitoring of latest technological advancements in production and
process control.

• Training programs for staff to enhance understanding and implementation of
improved production systems.

• Process optimization initiatives in quality control and machine utilization.

(ii) The benefits derived like product improvement, cost reduction, product
development or import substitution:

• Reduction in production downtime and energy wastage.

• Improvement in overall productivity and operational efficiency.

• Enhanced quality of finished products resulting in better customer satisfaction.

(iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year):

• Details of imported technology (imported during the last three years):

a) Details of technology imported: None

b) Year of import: Not Applicable

c) Whether technology fully absorbed: Not Applicable

d) If not absorbed, reasons: Not Applicable

e) Expenditure incurred on Research and Development (R&D): Not Applicable

(iv) The expenditure incurred on Research and Development (R&D):

• The Company has not incurred any significant expenditure on Research and
Development during the year. (Expenditure on R&D: NIL)

C. Foreign Exchange Earnings and Outgo:

• Foreign Exchange Earnings (Actual Inflows): ^78,37,64,835.95

• Foreign Exchange Outgo (Actual Outflows/CIF Value of Imports): ^96,24,33,976.26

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

During the year, there are no significant and material orders passed by the regulators,
courts, tribunals, or statutory and quasi-judicial bodies which could impact the going
concern status of the Company and its future operations. Furthermore, the Company
remains in full compliance with all applicable legal and regulatory requirements, ensuring
continuity and stability in its business activities.

42. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION AT THE TIME OF ONE
TIME SETTLEMENT AND VALUATION WHILE TAKING LOAN FROM BANKS OR
FINANCIAL INSTITUTIONS

There have been no instances requiring a comparison between the valuation conducted at
the time of a one-time settlement and the valuation performed while securing loans from
banks or financial institutions. Accordingly, no such valuations or differences have arisen
during the financial year under review.

43. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR

There were no applications made by or against the Company under the Insolvency and
Bankruptcy Code, 2016, and no such proceedings were pending during the financial year
under review.

44. OTHER STATUTORY DISCLOSURES

The Directors of the Company state that there being no transactions, events, or occasions
with respect to the following items during the year under review, no disclosure or
reporting is required in respect of the same:

• Issue of equity shares with differential rights as to dividend, voting or otherwise

• Issue of shares (including sweat equity shares) to employees of your Company
under any scheme, save and except ESOS referred to in this report.

• Voting rights not exercised directly by employees in respect of shares to under any
scheme related.

• Buy-back of shares or under Section 67(3)

• Details of revision of financial statement or the Report

• Issue of warrants

• Failure to implement any corporate action

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

There have been no material changes or commitments, other than those stated in this
Report, affecting the financial position of the Company between the end of the financial
year, i.e., March 31, 2025, and the date of this Report.

46. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, the
Directors confirm:

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

b) 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 at the end of
the financial year and of the profits of the company for that period;

c) 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;

d) That the Directors have prepared the annual accounts on a going concern basis;

e) That the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and,

f) That the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

ACKNOWLEDGEMENTS

The Board of Directors acknowledges the dedication and professionalism of all employees
whose efforts have been instrumental in sustaining the Company''s excellence. The Board also
extends its sincere gratitude to all stakeholders for their continued support and cooperation
throughout the year.

Place: Pune
Date: 13.08.2025

By Order of the Board of Directors

Sd/-

Ramesh Kumar Chaudhaiy
(Chairman & Director)
DIN: 00080136

---

Mar 31, 2024

The Directors of your Company are pleased to present the Fortieth (40^th) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

(? in Lakh)
Particulars	2023-24	2022-23
Total Income	24,581.94	29,812.71
Total Expenditure	24,381.03	29,368.71
Profit before depreciation, tax and prior period items	424.55	660.34
Less: Depreciation Prior period items	223.64	216.34
Profit/ (Loss) for the year before tax	200.91	444.00
Less: Tax Expenses
Current Tax	57.28	114.15
Deferred Tax	(4.15)	4.45
Profit for the year	147.78	325.40
Other Comprehensive Income	0.00	0.00
Total comprehensive income for the year	147.78	325.40

2..FINANCIAL PERFORMANCE, OPERATIONS, STATE OF AFFAIRS AND FUTURE PROSPECTS OF THE COMPANY:

The Turnover of your Company for the year was Rs. 24,549.86 Lakh as against Rs. 29,794.72 Lakh in the previous year. For the year 80879.505 MT of paper was sold as against 77901.849 MT in the previous year.

During the year, your Company set out to consolidate its activities and continues its endless efforts to increase its presence in its areas of operations.

3. DIVIDEND & RESERVES:

In order to preserve the resources, your directors do not recommend any dividend for the current financial year and no reserve was required to be transferred to general reserve account.

4. SHARE CAPITAL:

The paid-up Equity Share Capital as at 31^st March, 2024 was Rs.1078.89 lakh. During the year under review the Company did not issue any further capital.

5. CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of Business.

6. DEPOSITS:

During the year under review the Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 and as amended thereof.

7. CREDIT RATING:

The Credit ratings assigned by the Rating Agency CRISIL has been withdrawn on 15^th March 2024 on the request of the company since not required by statute.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

9. DETAILS OF HOLDING, SUBSIDIARY/JOINTVENTURES/ ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary or Joint Venture/ Associate Companies.

10. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of its own, the Board Committees and of the Independent Directors. Further Independent Directors at a separate meeting dated 30^th March 2024 have evaluated performance of the Non- Independent Directors, Board as a whole and of the Chairman of the

Board of Directors.

11. MEETINGS OF THE BOARD AND COMMITTEE:

During the year, 10 Board Meetings, 6 Audit Committee Meetings, 5 Nomination and Remuneration Committee Meeting and 2 Stakeholders’ Relationship Committee Meeting were convened and held, the details of which are provided in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the Meetings was within the permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements Regulations) Regulations, 2015.

All the recommendations made by the Audit Committee during the year were accepted by the Board.

The details with respect to the compositions, powers, roles, terms of reference and number of meetings held during the year of relevant committees are given in detail in the Corporate Governance Report of the Company, which forms part of this Board’s Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

A. Changes in Directors:

• Appointment/ Re-appointment of Directors:

¦ Mr. Amit Kapoor (DIN: 10249899) was appointed as a Director (Additional Director- NonExecutive Independent Director) of the Company 11^th August, 2023 and regularized as director Annual General meeting of the Company on 29^th September, 2023.

¦ During the FY 2023-24, Mr. Amit Chaudhary (DIN: 00080093) was re - appointed as a Director of the Company liable to retire by rotation w.e.f. 29^th September, 2023.

¦ Mr. Manish Kumar (DIN: 10379153) was appointed as an Additional Director (Non- Executive — Non-Independent) of the company w.e.f 10^th November 2023 and regularized as director through Postal ballot which was declared passed by Shareholders with requisite majority on 9^th February 2024.

• Retirement by Rotation:

The Independent Directors hold office for a fixed term not exceeding five (5) years from the date of their appointment and are not liable to retire by rotation.

The Companies Act, 2013 mandates that at least two-thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Mrs. Sadhana Kanoria (DIN: 00084309), Director of the Company, being the longest in the office amongst the directors liable to retire by rotation, retire from the Board by rotation this year and, being eligible, have offered her candidature for re-appointment.

A resolution seeking shareholders’ approval for his re-appointment forms part of the Notice. There is no other change in Directors during the FY 2023-24.

• Resignation of Directors:

During the FY 2023-24, Mr. Shrawan Kumar Kanodia resigned from the post of Independent Director with effect from 29^th November 2023 due to his ailing health condition it was required to reduce his Professional commitments.

Further, he also confirmed that there was no other material reasons for his resignation apart from the reason mentioned herein above

¦ Mr. Amit Chaudhary (DIN: 00080093) has resigned from the post of Director with effect from 30^th November 2023.

B. Key Managerial Personnel:

Pursuant to section 203 of the Companies Act, 2013, Key Managerial Personnel (KMPs) are to be mandatorily appointed by every company belonging to such class or classes of companies as may be prescribed in the section. Following are the persons holding office as whole-time key managerial personnel of your Company as at 31^st March, 2024:

Managing Director (MD)	Mr. Sandeep Kanoria
Chief Financial Officer (CFO)	Mr. Amit Chaudhary
Company Secretary (CS)	Mrs. Kamlesh Kushwaha

• Mr. Amit Chaudhary was appointed as Chief financial officer w.e.f 16^th December 2023.

• Mr. Gautam Chaudhary resigned from the post of Chief financial officer after the closure of business hours on 15^th December 2023.

• Ms. Shaivi Pathak resigned from the office of Company Secretary & Compliance Officer with effect from 26^th August, 2023 and Mrs. Kamlesh Kushwaha joined the said office with effect from 23^rd September 2023.

• After closure of Financial Year 2023-24 Mrs. Kamlesh Kushwaha has been resigned from the abovementioned post w.e.f. 15^th April 2024.

• After closure of Financial Year 2023-24 Ms. Prerna Maheshwari has been appointed on the above-mentioned post w.e.f. 16^th April 2024.

13. RELATED PARTY TRANSACTIONS:

The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in “Annexure A” in Form No.

The Policy on Related party Transactions, as approved by the Board, has been uploaded on the website of the Company at www.gangapapers.com.

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. During the year under review, the Company has not received any complaint under the said mechanism. The said policy is available on the Company’s website at www.gangapapers.com.

15. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company’s policy on director’s appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on Company’s website at www.gangapapers.com.

16. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS:

The Company has in place a structured induction and familiarization programme for all its Directors including the Independent Directors. They are updated on all business-related issues and new initiatives.

The details of Familiarization Programs imparted to Independent Directors during the financial year 2023- 24 are available on the website of the Company at www.gangapapers.com.

17. DECLARATION BY INDEPENDENT DIRECTORS

In compliance with Section 149(7) of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company have submitted the declaration(s) that each of them meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with sub-rule (1) and sub-rule (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year.

In the Board’s opinion, all the Independent Directors including those appointed during the year are persons of high repute, integrity and possess the relevant proficiency, expertise and experience in their respective fields.

18. CODE FOR PREVENTION OF INSIDER TRADING:

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘the SEBI PIT Regulations’) on prevention of insider trading, your Company has a Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons in line with the PIT Regulations. The said Code lays down guidelines, which guide Designated Persons on the procedures to be followed in dealing with the shares of the Company. The Company also sent email for closure of trading window. The Company has also maintained the Structure Digital Database of persons with whom the UPSI was shared in compliance to SEBI PIT Regulation.

19. AUDITORS AND AUDITOR’S REPORT:

19.1 Statutory Auditors

M/s. J A N & Co. (formally known as A. K. Agrawal & Co.), Chartered Accountants (FRN 018282C), Varanasi were appointed as statutory auditors of the Company for a term of 5 (five) consecutive years from the conclusion of the 35^th Annual General Meeting held on 2019 till the conclusion of Annual General Meeting of the Company to be held in the year 2024. The Auditors’ Report for FY 2023-24 does not contain any qualification, reservation or adverse remark requiring explanation or comments from the Board. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

Further, as the tenure of the Statutory Auditors is expiring at the conclusion of the ensuing AGM of the Company and as they cannot be re-appointed as per the provisions of Companies Act, 2013, the Board of Directors has, based on the recommendation of the Audit Committee and subject to approval of the shareholders, had recommended the appointment of M/s RAM K RAJ & ASSOCIATES (Firm Registration No. 002093C), Chartered Accountants, as Statutory Auditors of the Company, Chartered Accountants for a term of five (5) years to hold office from the conclusion of the 40th AGM till the conclusion of the 45^th AGM of the Company to be held in year 2029. This forms part of Notice and Explanatory statement of this Annual Report.

19.2 Cost Auditors

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s K.N. Chaubey & Associates, Cost Accountants (Firm Registration No.: 101174) as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending 31^st March, 2025. The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor subject to ratification of their remuneration by the Members at the forthcoming AGM.

M/s K.N. Chaubey & Associates, has, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

Further, the cost audit report for the financial year 2022-23 submitted by the said Cost Auditors (M/s S M K & Co.) (Firm registration No. 002055) during the FY 2023-24 does not contain any qualification, reservation or adverse remark. Also, the Cost Auditors of the Company have not reported any matter under Section 143(12) of the Companies Act, 2013 in their report for FY 2022-23.

19.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board had appointed M/s. Ragini Chokshi & Co., (Company Secretaries) to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as “Annexure B”.

The Secretarial Audit report, as issued by the secretarial auditor in Form MR-3 contain no observations or qualifications requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013:

The Annual Secretarial Compliance Report, pursuant to Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended till date, duly signed by Mr. Makarand Patwardhan, partner in M/s. Ragini Chokshi & Co has been submitted to the Stock Exchanges within the time as prescribed by SEBI and is annexed at “Annexure C” to this Board’s Report.

The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.

19.4 Internal Auditor:

Pursuant to provisions of Section 138 of the Companies Act, 2013, the Board has appointed Mr. V.S. Dwivedi, as Internal Auditor of the Company for the financial year 2023-24. To maintain his objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12):

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

21. CORPORATE GOVERNANCE/ DISCLOSURE REQUIREMENTS

Pursuant to Listing Regulations, a separate chapter titled ‘Corporate Governance’ has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2023-24. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report.

The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations.

Certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance forms part of this annual report.

22. ANNUAL RETURN:

As per the requirement of Section 92 of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014, draft Annual Return as at 31^st March, 2024 is available on the website of the company www.gangapapers.com.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed as Annexure-D and forms part of this Report.

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

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.

25. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors, KMPs and employees 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 are given in Annexure-

The Company does not have any of its employees drawing remuneration attracting the provisions of Rule 5(2) of the said rules. However, the details of top 10 employees of the company are available at the Registered Office of the Company during working hours, 21 days before the Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

26. DISCLOSURE UNDER SUB- SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013 FOR MAINTENANCE OF COST RECORD BY THE COMPANY:

Since the turnover of the company for the financial year 2023-24 exceeded Rs. 35 Crores, the company has maintained proper cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 read with Companies (cost records and audit) Rules, 2014 and as amended thereof.

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

The company is committed to provide a safe and conducive work environment to its employees. During the year under review, no complaint / case has been filed / pending with the Company pursuant to provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

28. DIRECTORS’ RESPONSIBILITY STATEMENT: -

The Directors confirm that: -

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 at the end of the financial year and of the profits of the company for that period;

c. 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;

d. the Directors have prepared the annual accounts on a 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 were operating effectively; and,

f. the Directors have devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

29. INTERNAL FINANCIAL CONTROLS:

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

30. COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

31. 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:

No such material changes occurred affecting the financial position of the Company subsequent to the close of the financial year of the Company to which the balance sheet relates.

32. CORPORATE SOCIAL RESPONSIBILITY:

During the financial year 2023-24, the provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility (CSR) were not applicable to the Company. The Company did not meet the thresholds as prescribed under the Act for mandatory CSR obligations. As a result, the Company was not required to constitute a CSR Committee, nor was it mandated to develop or implement any CSR policy for the said period.

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis Report forms part of this Annual report.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWTTH THEIR STATUS AT THE END OF THE FINANCIAL YEAR.

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

35. RISK MANAGEMENT POLICY:

Your Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company has formulated this Risk Management Policy to identify and then manage threats / risks that could have impact on the goals and objectives of the Company.

The Company considers it important to establish risk management system and internal compliance and control in order to:

a) Achieve the Company’s goals and objectives;

b) Safeguard to assets and interests of the Company and its stakeholders; and

c) Ensure the accuracy and integrity of external reporting.

The Risk Management Policy of the Company is made available on the website of the which can be accessed at www.gangapapers.com

36. OTHER STATUTORY DISCLOSURES:

Your directors state that there being no transactions/event/occasion with respect to following items during the year under review, therefore no disclosure or reporting is required in respect of the same:

• Issue of equity shares with differential rights as to dividend, voting or otherwise

• Issue of shares (including sweat equity shares) to employees of your Company under any scheme, save and except ESOS referred to in this report.

• Voting rights not exercised directly by employees in respect of shares to under any scheme related.

• Buy-back of shares or under Section 67(3)

• Settlements done with banks or financial institutions

• Details of revision of financial statement or the Report

• Issue of warrants

• Failure to implement any corporate action

• Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institution along with the reasons thereof.

37. ACKNOWLEDGEMENT:

The Board acknowledges the understanding and support shown by its lending financial institutions, banks, distributors, customers, suppliers, employees and other business associates. Your Company operated efficiently due to a culture of professionalism, integrity and continuous improvement leading to sustainable and profitable growth.

---

Mar 31, 2023

The Directors of your Company are pleased to present the Thirty Nineth (39^th) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2023.

a) FINANCIAL RESULTS:

Particulars	2022-23	2021-22
Total Income	29,812.71	28,265.66
Total Expenditure	29,368.71	27,545.08
Profit before depreciation, tax and prior period items	660.34	932.52
Less: Depreciation	216.34	211.94
Prior period items
Profit/ (Loss) for the year before tax	444.00	720.58
Less: Tax Expenses
Current Tax	114.15	166.17
Deferred Tax	4.45	18.89
MAT Credit Entitlement	0.00	0.00
Profit for the year	325.40	535.52
Other Comprehensive Income	0.00	0.00
Total comprehensive income for the year	325.40	535.52

b) FINANCIAL PERFORMANCE, OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY:

The Turnover of your Company for the year was Rs. 29,794.72 Lakhs as against Rs. 28,225.08 Lakhs in the previous year.

For the year 77901.849 MT of paper was sold as against 79,090.251 MT in the previous year.

During the year, your Company set out to consolidate its activities and continues its endless efforts to increase its presence in its areas of operations.

c) DIVIDEND & RESERVES:

In order to preserve the resources, your directors do not recommend any dividend for the current financial year and no reserve was required to be transferred to general reserve account.

4. SHARE CAPITAL:

The paid-up Equity Share Capital as at 31^st March, 2023 was Rs.1078.89 lakhs. During the year under review the Company did not issue any further capital.

5. DEPOSITS:

During the year under review the Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 and as amended thereof.

6. CREDIT RATING:

GPIL retained Credit Ratings i.e., Long-Term Rating of “CRISIL BBB-/Stable” and Short-Term Rating of “CRISIL A3” assigned as on 22^nd December, 2022 from CRISIL during the year 20222023.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

8. DETAILS OF HOLDING, SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES: The Company does not have any Holding, Subsidiary or Joint Venture/ Associate Companies.

9. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of its own, the Board Committees and of the Independent Directors. Further Independent Directors at a separate meeting have evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board of Directors.

10. NUMBER OF MEETINGS OF THE BOARD:

During the year, 7 Board Meetings, 5 Audit Committee Meetings, 2 Nomination and Remuneration Committee Meeting and 2 Stakeholders’ Relationship Committee Meeting were convened and held, the details of which are provided in the Corporate Governance Report which forms part of this

Annual Report. The intervening gap between the Meetings was within the permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements Regulations) Regulations, 2015.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

A. Changes in Directors:

• Appointment/ Re-appointment of Directors:

During the FY 2022-23, Mr. Ramesh Kumar Chaudhary (DIN: 00080136) was appointed as a Director of the Company liable to retire by rotation w.e.f. 29^th September, 2022 and Mr. Sandeep Kanoria (DIN: 00084506) was re-appointed as a Managing Director w.e.f. 04^th December, 2022.

• Retirement by Rotation:

The Independent Directors hold office for a fixed term not exceeding five (5) years from the date of their appointment and are not liable to retire by rotation.

The Companies Act, 2013 mandates that at least two-thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Mr. Amit Chaudhary (DIN: 00080093), Director of the Company, being the longest in the office amongst the directors liable to retire by rotation, retire from the Board by rotation this year and, being eligible, have offered his candidature for re-appointment.

A resolution seeking shareholders’ approval for his re-appointment forms part of the Notice. There is no change in Directors during the FY 2022-23.

B. Key Managerial Personnel:

Pursuant to section 203 of the Companies Act, 2013, Key Managerial Personnel (KMPs) are to be mandatorily appointed by every company belonging to such class or classes of companies as may be prescribed in the section. Following are the persons holding office as whole-time key managerial personnel of your Company as at 31^st March, 2023:

Managing Director (MD)	Mr. Sandeep Kanoria
Chief Financial Officer (CFO)	Mr. Gautam Chaudhary
Company Secretary (CS)	Ms. Shaivi Pathak

Ms. Shivi Kapoor resigned from the office of Company Secretary & Compliance Officer with effect from 14^th November, 2022 and Ms. Shaivi Pathak joined the said office with effect from 16^th November, 2022. After closure of Financial Year 2022-23, Ms. Shaivi Pathak has been resigned from the abovementioned post w.e.f. 26^th August, 2023.

12. RELATED PARTY TRANSACTIONS:

The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in “Annexure A” in Form No. AOC-2 and the same forms part of this report.

The Policy on Related party Transactions, as approved by the Board, has been uploaded on the website of the Company at www.gangapapers.com.

13. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. During the year under review, the Company has not received any complaint under the said mechanism. The said policy is available on the Company’s website at www.gangapapers.com.

14. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company’s policy on director’s appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on Company’s website at www.gangapapers.com.

15. AUDITORS AND AUDITOR’S REPORT:

15.1 Statutory Auditors

M/s. A K Agrawal & Co., Chartered Accountants (FRN 018282C), Varanasi were appointed as statutory auditors of the Company for a term of 5 (five) consecutive years from the conclusion of the Annual General Meeting held on 2019 till the conclusion of Annual General Meeting of the Company to be held in the year 2024.

The Auditors’ Report for fiscal 2023 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

15.2 Cost Auditors

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of S M K & Co., a firm of Cost Accountants in Practice (Registration No.: 002055) as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending 31^st March, 2024. The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor subject to ratification of their remuneration by the Members at the forthcoming AGM.

M/s S M K & Co. has, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

15.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board had appointed M7s. Ragini Chokshi & Co., (Company Secretaries) to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is annexed herewith as “Annexure B”.

The Secretarial Audit report, as issued by the secretarial auditor in Form MR-3 contain following observations or qualifications requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013:

• The Managerial remuneration paid to Mr. Sandeep Kanoria, Managing Director of the Company during the year ended March 31, 2023 exceeds the limit approved by the members at the Annual General Meeting held on 29th September, 2022.

Management View:

The Excess Remuneration paid to Mr. Sandeep Kanoria, MD of the Company includes business promotion expenses incurred for the Company.

The Company has undertaken an audit for the Financial Year 2022-23 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder.

The Annual Secretarial Compliance Report, pursuant to Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended till date, duly signed by Mr. Makarand Patwardhan, partner in M/s. Ragini Chokshi & Co has been submitted to the Stock Exchanges within the time as prescribed by SEBI and is annexed at “Annexure C” to this Board’s Report.

The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.

15.4 Internal Auditor:

Pursuant to provisions of Section 138 of the Companies Act, 2013, the Board has appointed Mr. VS. Dwivedi, as Internal Auditor of the Company for the financial year 2022-23. To maintain his objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

16. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 U2)i

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

17. CORPORATE GOVERNANCE/ DISCLOSURE REQUIREMENTS

Pursuant to Listing Regulations, a separate chapter titled ‘Corporate Governance’ has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2022-23. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report.

The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations.

Certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance forms part of this annual report.

18. ANNUAL RETURN:

As per the requirement of Section 92 of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014, draft Annual Return as at 31^st March, 2023 is available on the website of the company www.gangapapers.com.

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

As required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed as Annexure-D and forms part of this Report.

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

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.

21. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors, KMPs and employees 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 are given in Annexure-E to this Report.

The Company does not have any of its employees drawing remuneration attracting the provisions of Rule 5(2) of the said rules. However, the details of top 10 employees of the company are available at the Registered Office of the Company during working hours, 21 days before the Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

22. DISCLOSURE UNDER SUB- SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013 FOR MAINTENANCE OF COST RECORD BY THE COMPANY:

Since the turnover of the company for the financial year 2022-23 exceeded Rs.100 Crores, the company has maintained proper cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 read with Companies (cost records and audit) Rules, 2014 and as amended thereof.

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

The company is committed to provide a safe and conducive work environment to its employees. During the year under review, no complaint / case has been filed / pending with the Company pursuant to provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

24. DIRECTORS’ RESPONSIBILITY STATEMENT: -

The Directors confirm that: -

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

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 at the end of the financial year and of the profits of the company for that period;

c) 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;

d) the Directors have prepared the annual accounts on a 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 were operating effectively; and,

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. INTERNAL FINANCIAL CONTROLS:

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

26. COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

27. 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:

No such material changes occurred affecting the financial position of the Company subsequent to the close of the financial year of the Company to which the balance sheet relates.

28. CORPORATE SOCIAL RESPONSIBILITY:

Disclosures with respect to the Corporate Social Responsibility as required under section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure-F to this Report. This Policy is available on the Company’s website at www.gangapapers.com.

29. ACKNOWLEDGEMENT:

The Board acknowledges the understanding and support shown by its lending financial institutions, banks, distributors, customers, suppliers, employees and other business associates. Your Company operated efficiently due to a culture of professionalism, integrity and continuous improvement leading to sustainable and profitable growth.

Place : Pune

Date : 11^th August, 2023

By Order of the Board of Directors

Sd/-

Ramesh Kumar Chaudhary (Chairman & Director) DIN:00080136

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Mar 31, 2018

Dear Members,

The Board of Directors are pleased to present the Thirty Fourth (34^th) Annual Report of the Company together with the audited financial statements for the financial year ended 31^st March, 2018.

1. FINANCIAL RESULTS:

The Company’s financial performance for the year ended March 31, 2018 is summarized below:

Particulars	2017 -2018	2016 -2017
Total Income	10234.36	8294.00
Total Expenditure	10016.97	8079.90
Profit before depreciation, tax and prior	217.38	214.09
period items .
Less: Depreciation	64.45	85.33
Prior period items	0.00	0.00
Profit/ (Loss) for the year before tax	152.93	128.76
Less: Tax expenses (Deferred Tax)	3.99	(45.40)
Profit for the year	148.94	174.16
Other Comprehensive Income	0.00	0.00
Total comprehensive income for the year	148.94	174.16

2. FINANCIAL PERFORMANCE AND OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY

The Turnover of your Company for the year was Rs. 10225 lacs as against Rs. 8287 Lacs in the previous year. For the year 34831 MT of paper was sold as against 30656 MT in the previous year. This year has been very encouraging for your Company continuing to report impressive top line growth. During the year, your Company set out to consolidate its activities and continues its efforts to increase its presence in its areas of operations. Higher capacity utilisation and increase in operating margin have improved operating efficiencies of the Company. The setup of new paper machinery for Kraft paper became operational during the year.

3. DIVIDEND & RESERVES:

In order to preserve the resources, your Directors do not recommend any dividend for the current financial year and no reserve was required to be transferred to general reserve account.

4. SHARE CAPITAL:

The paid up Equity Share Capital as at 31^st March, 2018 was Rs.1078.89 lacs. During the year under review the Company did not issue any further capital.

5. DEPOSITS:

During the year under review the Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies [Acceptance of Deposits] Rules, 2014 and as amended thereof.

6. CREDIT RATING:

GPIL retained Credit Rating of “CRISIL BB/Stable” assigned to Bank Debt from CRISIL for the year.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

No Loans, Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given / provided during the reporting year.

8. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Joint Venture/ Associate Companies.

9. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of its own, the Board Committees and of the Independent Directors. Further Independent Directors at a separate meeting have evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board of Directors.

10. NUMBER OF MEETINGS OF THE BOARD:

During the year 8 Board Meetings and 5 Audit Committee Meetings were convened and held, the details of which are provided in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the Meetings was within the permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements Regulations) Regulations, 2015.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

In terms of provisions of the Companies Act, 2013 and the Article of Association of the Company, Mr. Amit Chaudhary (DIN: 00080093), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the applicable provisions of the Companies Act, 2013 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to section 203 of the Companies Act, 2013, Key Managerial Personnel (KMPs) are to be mandatorily appointed by every company belonging to such class or classes of companies as may be prescribed in the section. Following are the persons holding office as whole-time key managerial personnel of your Company as at March 31, 2018:

- Managing Director (MD)- Mr. Sandeep Kanoria

- Chief Financial Officer (CFO) - Mr. Gautam Chaudhary

- Company Secretary (CS) -Ms. Preeti Gupta

(Appointed as a Company Secretary and Compliance Officer with effect from 14^th August, 2017.)

*Ms. Shreya Chakravarty

(Appointed as Company Secretary and Compliance Officer with effect from 14^th August, 2015 till 14^th August, 201.)

12. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were in the ordinary course of business. There were no materially significant related party transactions which were transacted by the Company with any of the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of your Company.

All Related Party Transactions are placed before the Audit Committee and the Board for approval.

The Policy on Related party Transactions, as approved by the Board, has been uploaded on the website of the Company at www.gangapapers.in.

13. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. During the year under review, the Company has not received any complaint under the said mechanism. The said policy is available at the Company’s website at www.gangapapers.in.

14. AUDITORS AND AUDITOR’S REPORT:

14.1 Statutory Auditors

At the 31^st Annual General Meeting held on June September 30, 2015, M/s. Achal Srivastava & Co. (Firm Registration No, 013385C), Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the 36^th Annual General Meeting. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors’ Report for fiscal 2018 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

14.2 Cost Auditors

Pursuant to provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and as amended thereof, the Company has not appointed Cost Auditors for the financial year 2017- 2018 as the turnover of the Company for the year ended 31^st March, 2017 was below Rs. 100 Crores. However due to applicability of cost audit for the financial year 2018-19, the Company has appointed M/s. K.N. Choubay and Associates, Cost Accountants (Firm Registration No.101174) as the Cost Auditors of the Company for the financial year 2018-19 at a remuneration of Rs. 20000/- to conduct the audit of cost records as prescribed by Central Government.

14.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. Ragini Chokshi & Co., (Company Secretaries) to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Report of the Secretarial Audit Report is annexed herewith as “Annexure A”.

There is no adverse remark or qualification in the Secretarial Audit Report expect one Observation provided regarding CIN of the Company.

As per the CIN as displayed in Master Data on the Ministry of Corporate Affairs (MCA) Portal, the Company is recognized as Private Limited Company. However, as per the Name of the Company it is recognized as Ganga Papers India Limited (Public Limited Company)

CIN - L21012MH1985PTC035575.

The matter is under due consideration with Registrar of Companies, Pune and will be shorted out in due course of time.

The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.

14.4 Internal Auditor:

Pursuant to provisions of Section 138 of the Companies Act, 2013, the Board has appointed Mr. V.S. Dwivedi, as Internal Auditor of the Company for the financial year 2017-18. To maintain his objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

15. CORPORATE GOVERNANCE:

Your Company’s philosophy on Corporate Governance sets the goal of achieving the highest level of transparency with integrity in all its dealings with its stakeholders including shareholders, employees, lenders and others. A report on Corporate Governance along with a Certificate from the Auditor of the Company regarding the Compliance of Conditions of Corporate Governance as stipulated under the Listing Regulations forms part of this Annual Report.

16. EXTRACT OF ANNUAL RETURN :

Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as at 31st March, 2018 is annexed herewith as Annexure-B to this report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed as Annexure-C and forms part of this Report.

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

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.

19. PARTICULARS OF EMPLOYEES:

The Company does not have any of its employees drawing remuneration attracting the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

20. DISCLOSURE UNDER SUB- SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013 FOR MAINTENANCE OF COST RECORD BY THE COMPANY:

The Company does maintain proper cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 read with Companies (cost records and audit) Rules, 2014 and as amended thereof.

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

Pursuant to provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressel) Act, 2013 and the rules framed thereunder, the Internal Committee constituted under the said Act has confirmed that no complaint / case has been filed / pending with the Company during the year.

22. DIRECTORS’ RESPONSIBILITY STATEMENT: -

The Directors confirm that:

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

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 at the end of the financial year and of the profits of the company for that period;

c) 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;

d) the Directors have prepared the annual accounts on a going concern basis; and

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. ACKNOWLEDGEMENT:

The Board acknowledges the understanding and support shown by its lending financial institutions, banks, distributors, customers, suppliers, employees and other business associates. Your Company operated efficiently due to a culture of professionalism, integrity and continuous improvement leading to sustainable and profitable growth.

Place: Pune

Date: 11^th August, 2018 For and on behalf of the Board of Directors

Ganga Papers India Limited

Ramesh Kumar Chaudhary

(Chairman & Director)

DIN:00080136

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Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in presenting this Report with Audited Financial Statements of the Company for the year ended 31 March, 2015.

1. FINANCIAL RESULTS

The financial performance of the company for the period under review was as follows:

Amount in Particulars (Lacs)

2014-15 2013-14

Total Income 7548.16 6794.29

Total Expenditure 7369.89 6615.78

Profit before depreciation, tax and

178.27 178.50

prior period items

Less: Depreciation 63.72 47.31

Less: Prior period items Nil Nil

Profit/ (Loss) for the year before tax 114.55 131.19

Tax expenses 1.30 1.63

Profit/ (Loss) after tax 101.53 129.56

FINANCIAL PERFORMANCE AND OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY

The operations of the Company are improving day by day and the management is very aggressively striving to achieve the full production capacity. The production of the company has increased marginally this year and full capacity is still to be achieved. The management is taking all necessary steps including various modifications in the plant to ensure the full and efficient running of the plant.

Your Directors feel that this current year is going to be better for the company as we are striving hard to achieve the full production capacity.

DIVIDEND & RESERVES

In order to preserve the resources, your Directors do not recommend any dividend for the current financial year and no reserve was required to be transferred to general reserve account.

FIXED DEPOSIT

The Company has not accepted any fixed deposits during the financial year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No Loans, Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given / provided during the reporting year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

* Mr. Sanjeev Murarilal Jalan, Mr. Prabir Kumar Sadhu, Mr. Anjani Kumar Agrawal and Mr. Sharwan Kumar Kanodia were appointed as Independent Directors on the Board in the last Annual General Meeting held on 30th of September, 2014. However, during the year under review Mr. Prabir Kumar Sadhu resigned as the Independent Director from the Board with effect from 05 th of January, 2015.

* The Board of Directors have appointed Ms. Sadhana Kanoria as Women Director on the Board with effect from 05th of January, 2015 pursuant to Section 149 read along with Section 161 of the Companies Act, 2013 and rules made thereunder. She holds office upto the date of ensuing Annual General Meeting and being eligible offers herself for appointment as Director of the Company not liable to retire by rotation. Details of the proposal for appointment of Ms. Sadhana Kanoria are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 31st Annual General Meeting.

* The Company has received notice in writing proposing her candidature for the office of Director. The necessary resolution for her appointment is being placed before you.

* Your Company has received necessary declarations from all its Independent Directors stating that they meet the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

* During the year under review, Mr. Amit Chaudhary, Non-Executive Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

* During the year under review, Mr. Shrikant Kasat, Non-Executive Director of the Company, resigned from the Board with effect from 05th of January, 2015. He was associated with your Company over a decade. The Company remembered his pragmatic approach in tackling any given situation and his enormous contribution to the Board.

BOARD DIVERSITY:

Board ensures that a transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is ensured that the Board has an appropriate blend of functional and industry expertise.

BOARD EVALUATION

The annual evaluation framework for assessing the performance of Directors comprises of the following key areas:

a) Attendance for the meetings, participation and independence during the meetings;

b) Interaction with Management;

c) Role and accountability of the Board;

d) Knowledge and proficiency;

e) Strategic perspectives or inputs;

The evaluation involves assessment by the Nomination and Remuneration Committee and Board of Directors. A member of the Nomination and Remuneration Committee and Board does not participate in the discussion of his / her evaluation.

DIRECTORS APPOINTMENT AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a 'Remuneration Policy' for selection and appointment of Directors and for their remuneration. The Remuneration Policy is annexed as "Annexure "1".

NUMBER OF MEETINGS OF THE BOARD

A calendar of meetings is prepared and circulated in advance to the Directors. During the year five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, the Directors in terms of clause (c) of sub-section (3) of Section 134 state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departures;

(b) the Directors had 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 and loss of the company for that period;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis; and

(e) Proper internal financial controls have been laid down for the company and that such internal financial controls are adequate and are operating effectively.

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

AUDITORS

a. Statutory Auditors

M/s. Ritesh Bajoria & Co., Chartered Accountants, (Membership No. 407339) have been appointed as Statutory Auditors for a period of 5 years in the Annual General Meeting held on 30th of September, 2014 who are going to be ratified at the ensuing Annual General Meeting and they have shown their unwillingness to be continue office as Statutory Auditor at the ensuing Annual General Meeting. M/s. Achal Srivastav & Co. (Registration No.-013385C), Chartered Accountants to be appointed as new Statutory Auditor at the ensuing Annual General Meeting. The Company has received a certificate from the new Auditors to the effect that if they are appointed at the ensuing Annual General Meeting, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

* Remarks of the Statutory Auditor

Notes to Accounts forming part of the Financial Statements are self explanatory and need no further explanation. The Auditors' Report to the Shareholders does not contain any reservations or qualifications or adverse remarks which require any clarification or explanations.

b. Cost Auditors

The Board of Directors had on the recommendation of the Audit Committee and pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 have not appointed Cost Auditor as the cost audit is not applicable to the Company for the financial year commencing on or after 1 April, 2014 as the turnover of the Company is below Rs. 100 Crores.

c. Secretarial Audit

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 SVD & Associates, a partnership firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure 7".

* Remarks of the Secretarial Auditor

1. The Company has not filed Form MGT- 14 as required u/s 179 of the Companies Act, 2013 for the board resolutions as mentioned below:

A) Approval of Quarterly Financial Results for the Quarter ended 31st March 2014, 30th June 2014 & 30th Sep 2014.

B) The Company has not filed Form CHG 1as required under Section 77 of the Companies Act, 2013 for the loan availed by the Company from ICICI Bank Limited on 30th of July, 2014

Reply of Board of Directors thereon

* The Company is in process of Filing the application for condonation of delay to the Central Government with respect to non-filing of Form MGT-14 u/s 179 of the Companies Act, 2013 with respect to Approval of Quarterly Financial Results for the Quarter ended 31st March 2014, 30th June 2014 & 30th Sep 2014 respectively.

* The Company is in process of Filing the application for condonation of delay to the Central Government with respect of non-filing of Form CHG-1 for creation of Charge under the provision of Companies Act, 2013 for the agreement of hypothecation executed on 30th July, 2015 with ICICI Bank.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis is annexed and forms part of the Annual Report and mentioned in "Annexure-5"

CORPORATE GOVERNANCE

The Company endeavors to maximize the wealth of the shareholders by managing the affairs of the Company with a pre-eminent level of accountability, transparency and integrity. A report on Corporate Governance including the relevant Auditors' Certificate regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with BSE Limited is mentioned in "Annexure-6"

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-section (3) of Section 92 of the Companies Act, 2013 is annexed as "Annexure 2".

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and approval of the Board of Directors & Regional Directors and shareholders were obtained wherever required. Further all the necessary details of transaction entered with the related parties are attached herewith in Form No. AOC-2 is annexed as "Annexure 4".

The Policy on Related party as approved by the Board is uploaded on the Company's website.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit is decided by the Audit Committee and the Board. To maintain its objectivity and independence, the Board has appointed an external Auditor, which reports to the Audit Committee of the Board on a periodic basis.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies for various functions of the Company. Based on the report of Internal Auditor, process owners undertake corrective action wherever required in their respective areas and thereby strengthen the controls further. Audit observations and actions taken thereof are presented to the Audit Committee of the Board.

RISK MANAGEMENT

The Company has a Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The risk framework defines the risk management approach across the enterprise at various levels. To strengthen the risk management framework, company has formed segment level risk committees to identify, analyze and mitigate the potential risks.

CORPORATE SOCIAL INITIATIVES

Since the average net profit of the Company as required to be computed under Section 135 of the Companies Act, 2013 and rules made thereunder of the Act is below Rs. 5 Crores, the Company has not established Corporate Social Responsibility Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

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 3".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report.

The Whistle Blower Policy as approved by the Board is uploaded on the Company's website.

PARTICULARS OF EMPLOYEES

The Company does not have any of its employees drawing remuneration attracting the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

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

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14 of the Rules issued thereunder, the Internal Committee constituted under the said Act has confirmed that no complaint / case has been filed / pending with the Company during the year.

EMPLOYEES

Your Company has taken several initiatives for Human Resource development and retention. Competency mapping, identifying training needs, career counseling and Management Development Programs are some of the initiatives adopted by your Company. Training programs are designed to enhance skills, knowledge and behaviour. Employees are motivated through empowerment and rewards for good performance. Adoption of 5S across the Company has led to a clean and healthy environment. All these measures have resulted in increased employee engagement.

FAMILIARISATION PROGRAMME

The details of programmes for familiarisation of Independent Directors with the Company are mentioned in the Corporate Governance Report in Annexure-6 of Board Reports.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all your Company's employees for their enormous personal efforts as well as their collective contribution to your Company's performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers and all the other stakeholders for their continued support and their confidence in its management.

For and on behalf of the Board of Directors Ganga Papers India Limited

Sd/- Place : Pune Ramesh Chaudhary Date : 14th August, 2015 Non-Executive Chairman DIN 00007319

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report together with audited accounts for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS

The financial performance of the company for the period under review was as follows:

Amount (Lacs)

Particulars 2013-14 2012-13

Total Income 6794.29 6378.90

Total Expenditure 6615.78 6072.96

Profit before depreciation, tax and prior period items 178.50 305.94

Less: Depreciation 47.31 37.61

Less: Prior period items Nil Nil

Profit/ (Loss) for the year before tax 131.19 268.32

Tax expenses 1.63 6.63

Profit/ (Loss) after tax 129.56 261.69

2. OPERATIONS

The operations of the Company are improving day by day and the management is very aggressively striving to achieve the full production capacity. The production of the company has increased marginally this year and full capacity is still to be achieved. The management is taking all necessary steps including various modifications in the plant to ensure the full and efficient running of the plant.

Your Directors feel that this current year is going to be better for the company as we are striving hard to achieve the full production capacity.

3. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the financial year under review.

4. DIRECTORS

The Board of the Company is duly constituted; there has been no change in the composition during the year. There are 7 (seven) Non-executive Director out of which 4 (four) are independent and 1 (one) Executive Director.

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. Shrikant Kasat, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

5. AUDITORS

M/s Ritesh Bajoria & Co. Chartered Accountants are statutory Auditors of the Company. They have expressed their willingness to be re-appointed as Auditors of the Company. The Board recommends the appointment of M/s Ritesh Bajoria & Co. Chartered Accountants, as Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of sixth consecutive Annual General Meeting of the Company, on such remuneration as may be fixed by the Board of Directors of the Company.

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

Particulars under Section 217(1)(e) of the Companies Act, 1956 to the extent applicable to the Company regarding conservation of energy, technology and foreign exchange earning and outgo is given as Annexure (I) to the Report.

7. PARTICULARS OF EMPLOYEES

The Company does not have any of its employees drawing remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

8. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

A comprehensive Management''s Discussion and Analysis Report is made a part of this Annual Report.

9. CORPORATE GOVERNANCE

Pursuant to the clause 49 of the Listing agreement with the stock exchanges, Corporate Governance Report is made a part of this Report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors states:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

b) That the Directors had 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) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the annual accounts on a going concern basis.

11. ACKNOWLEDGMENT

Your Directors express their special thanks to the Customers, Suppliers, Members, and Employees for their continued support. Your directors also gratefully acknowledge the co- operation and assistance received from Banks, Central and State Government authorities for their continued support and valuable assistance.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Sd/- (Ramesh Chaudhary) CHAIRMAN

Date: 14.08.2014 Place: Pune

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Mar 31, 2012

The Directors have pleasure in presenting the 28th Annual Report together with audited accounts for the financial year ended 31st March, 2012.

1. FINANCIAL RESULTS

The financial performance of the company for the period under review was as follows:

Amount (Lacs)

Particulars 2011-2012 2010-2011

Total Income 6422.96 5870.37

Total Expenditure 6103.40 5431.33

Profit before depreciation, tax and 319.56 439.04

prior period items

Less: Depreciation 44.87 52.97

Less: Prior period items Nil Nil

Profit/(Loss) for the year before tax 274 68 386 07

Tax expenses

Profit/ (Loss) after tax 267 18 379 71

2. OPERATIONS

The operations of the Company are improving day by day and the management is very aggressively striving to achieve the full production capacity. The production of the company has increased marginally this year and full capacity is still to be achieved. The management is taking all necessary steps including various modifications in the plant to ensure the full and efficient running of the plant.

Your Directors feel that this current year is going to be better for the company as we are striving hard to achieve the full production capacity.

3. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the financial year under review.

4. DIRECTORS

The Board of the Company is duly constituted; there has been no change in the composition dunng the year. There are 7 (seven) Non-executive Director out of which 4 (four) are independent and 1 (one) Executive Director.

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. Sanjeev Jalan, Mr. Sharwn Kanodia and Mr. Amit Chaudhary, Directors retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. Mr. Sandeep Kanoria is reappointed as Managing Director of the Company for a further period of five years.

5. AUDITORS

M/s V K Jindal & Co. Chartered Accountants are statutory Auditor of the Company. M/s Jindal & Co. have expressed their unwillingness to be re-appointed as Auditors of the Company, on their retirement at the forthcoming Annual General Meeting. The Board records its appreciation for the assistance and guidance provided by them during their long tenure with the Company. The Board recommends the appointment of Mr. Ritesh Bajoria & Co. Chartered Accountants, as Auditors of the Company from the conclusion of this Annual General Meeting of the Company on such remuneration as may be fixed by the Board of Directors of the Company.

6. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars under Section 217(l)(e) of the Companies Act, 1956 to the extent applicable to the Company regarding conservation of energy, technology and foreign exchange earning and outgo is given as Annexure (I) to the Report.

7. PARTICULARS OF EMPLOYEES

The Company does not have any of its employees drawing remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

8. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

A comprehensive Management's Discussion and Analysis Report is made a part of this Annual Report.

9. CORPORATE GOVERNANCE

Pursuant to the clause 49 of the Listing agreement with the stock exchanges, Corporate Governance Report is made a part of this Annual Report.

10. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors states:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

b) That the Directors had 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) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the annual accounts on a going concern basis.

11. ACKNOWLEDGMENT

Your Directors express their special thanks to the Customers, Suppliers, Members, and Employees for their continued support. Your directors also gratefully acknowledge the co- operation and assistance received from Bank of Baroda, Central and State Government authorities for their continued support and valuable assistance.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Sd/-

Place: Pune (Ramesh Chaudhary)

Date: 03.09.2012 CHAIRMAN

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Mar 31, 2011

The Members,

The Directors have pleasure in presenting the 27th Annual Report together with audited accounts for the financial year ended 31st March, 2011.

1. FINANCIAL RESULTS

The financial performance of the company for the period under review was as follows:

Particulars Amount (Lacs) 2010-2011 2009-2010

Total Income 5870.37 4181.27

Total Expenditure 5431.33 3935.83

Profit before depreciation, 439.04 245.44 tax and prior period items

Less: Depreciation 52.97 78.05

Less: Prior period items Nil 0.250

Profit/ (Loss) for the year before tax 386.07 167.14

Tax expenses 6.35 1.070

Profit/ (Loss) after tax 379.71 166.97

2. OPERATIONS

The operations of the Company are improving day by day and the management is very aggressively striving to achieve the full production capacity. There has been significant increase in the production by 22% over last year but still the full capacity is still to be achieved. The management is taking all necessary steps including various modifications in the plant to ensure the full and efficient running of the plant.

Your Directors feel that this current year is going to be brighter for the Indian industry seeing the lot of potential in the Indian economy.

3. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the financial year under review.

4. DIRECTORS

The Board of the Company is duly constituted; there has been no change in the composition during the year. There are 7 (seven) Non-executive Director out of which 4 (four) are independent and 1 (one) Executive Director.

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. Pradeep Tulsyan and Mr. Shrikant Kasat, Directors retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

5. AUDITORS

M/s V K Jindal & Co. Chartered Accountants, the Auditors of the Company will retire at Annual General Meeting and are eligible for re-appointment. The members are requested to appoint auditors for the current year to hold office till the conclusion of next Annual General Meeting.

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

Particulars under Section 217(l)(e) of the Companies Act, 1956 to the extent applicable to the Company regarding conservation of energy, technology and foreign exchange earning and outgo is given as Annexure (I) to the Report.

7. PARTICULARS OF EMPLOYEES

The Company does not have any of its employees drawing remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

8. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

A comprehensive Management's Discussion and Analysis Report is made a part of this Annual Report.

9. CORPORATE GOVERNANCE

Pursuant to the clause 49 of the Listing agreement with the stock exchanges, Corporate Governance Report is made a part of this Annual Report.

10. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors states:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

b) That the Directors had 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) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the annual accounts on a going concern basis.

11. ACKNOWLEDGMENT

Your Directors express their special thanks to the Customers, Suppliers, Members, and Employees for their continued support. Your directors also gratefully acknowledge the co- operation and assistance received from Bank of Baroda, Central and State Government authorities for their continued support and valuable assistance.



FOR AND ON BEHALF OF BOARD OF DIRECTORS

SD/-

(Ramesh Chaudhary) CHAIRMAN

Place : Pune Date : 30.07.2011

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Mar 31, 2010

The Directors have pleasure in presenting the 26th Annual Report together with audited accounts for the financial year ended March 31,2010.

1. FINANCIAL RESULTS

The financial performance of the Company for the period under review was as follows:

Amount (Lacs)

Particulars. 2009-2010 2008-2009

Total Income 4181.27 3943.86

Total Expenditure 3935.83 3748.03

Profit before depreciation, tax and 245.44 195.83

prior period items

Less: Depreciation 78.05 177.41

Less: Prior period items 0.250 885.18

Profit/(Loss) for the year before tax 167.14 (866.77)

Tax expenses 0.170 303. 02

Profit/(Loss) after tax 166.97 (563.97)



2. OPERATIONS

The operations of the Company are improving day by day and the management is very aggressively striving to achieve the full production capacity. There has been significant increase in the production by 21% over last year, but still optimum utilization is to be achieved. The management is taking all necessary steps including various modifications in the plant to ensure the full and efficient running of the plant.

Your Directors are confident that the future for Indian industry is brighter with lot of potential for growth and prosperity.

3. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the financial year under review.

4. DIRECTORS

The Board of the Company is duly constituted; there has been no change in the composition during the year. There are 7 (seven) Non-executive Director out of which 4 (four) are independent and 1 (one) Executive Director.

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. Sandeep Kanoria and Mr. Ramesh Chaudhary, Directors retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

5. AUDITORS

M/s V K Jindal & Co. Chartered Accountants, the Auditors of the Company will retire at Annual General Meeting and are eligible for re-appointment The members are requested to appoint auditors for the current year to hold office till the conclusion of next Annual General Meeting.

6. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars under Section 217(l)(e) of the Companies Act, 1956 to the extent applicable to the Company regarding conservation of energy, technology,and foreign exchange earning and outgo is given as Annexure (I) to the Report.

7. PARTICULARS OF EMPLOYEES

The Company does not have any of its employees drawing remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

8. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

A comprehensive Managements Discussion and Analysis Report is made a part of this Annual Report.

9. CORPORATE GOVERNANCE

Pursuant to the clause 49 of the Listing agreement with the stock exchanges, Corporate Governance Report is made a part of this Annual Report.

10. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors states:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

b) That the Directors had 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) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the annual accounts oh a going concern basis.

11. ACKNOWLEDGMENT

Your Directors express their special thanks to the Customers, Suppliers, Members, and Employees for their continued support. Your directors also gratefully acknowledge the co- operation and assistance received from Bank of Baroda, Central and State Government authorities for their continued support and valuable assistance.



FOR AND ON BEHALF OF BOARD OF DIRECTORS

SD/-

Place: Pune (Ramesh Chaudhary)

Date: 01.09.2010 CHAIRMAN