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You can view full text of the latest Director's Report for the company.

BSE: 539201ISIN: INE170E01023INDUSTRY: Paper & Paper Products

BSE   ` 120.50   Open: 119.85   Today's Range 118.10
122.00
+1.80 (+ 1.49 %) Prev Close: 118.70 52 Week Range 104.95
155.00
Year End :2023-03 

The Directors are pleased to present the 42nd Annual Report of Satia Industries Limited (“the Company”) along with the Audited Financial Statements for the Financial Year ended March 31, 2023.

Financial Result:

The financial performance of your Company for the year ended March 31, 2023 is summarized below: -

(Rs

in Lakh)

Particulars

Current

Year

Previous

Year

Revenue and Other Income

189779.73

91675.18

Profit Before interest depreciation and tax

42582.28

LO

CD

CD

O

r**.

O

CM

Interest and Financial Charges

3518.04

2082.16

Depreciation

20712.74

6357.61

Profit from operations (before Tax) prior year adjustments & exceptional Item

18351.50

12266.88

TAX EXPENSES

Current Tax

3144.72

1950.16

Deferred Tax

(4010.65)

249.28

Profit/(Loss) after Tax

19217.43

10067.44

Less: Appropriation

Dividend on Equity Shares

400

200

Industry Review Corporate Overview

Satia Industries Limited operates in the following business segments: -

1 Writing and Printing Paper

2 Agriculture

3 Co-generation of Power for captive consumption and

Financial Performance and the State of the Company's affairs

Operational Review

Your Company recorded a phenomenal growth of 107% with the total income of Rs 189779. 73 lakhs as compared to Rs 91675.18 lakh in the previous year. Profit before Tax for the year 2022-23 was Rs 18351.50 lakh as against Rs 12266.88 lakh in the previous year. Profit after Tax for the year 2022-23 stood at Rs 19217.43 lakh as against Rs 10067.45 lakh in the previous year.

Dividend

Based on the Company's performance, Your Directors have declared interim dividends of Rs 0.20 per equity shares (20%) at its meeting held on 10th February, 2023 involving a cash outflow of Rs 2.00 crores. Your directors have also recommended a final dividend of Rs 0.20 per equity share (20%) for the financial year 2022-23 at their meeting held on 28.04.2023, the final dividend on equity shares, if approved by the Members in the ensuing AGM, would involve a cash outflow of Rs 2.00 crore. With this the total dividend for FY 2023 amounts to Rs 0.40 per equity share and would involve a total cash outflow of Rs 4.00 crores. In pursuance to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”), your Company has formulated a Dividend Distribution Policy and is available on the Company's website with web link https://www.satiagroup.com/1nvestor/ Company policies

Reserves

The closing balance of the retained earnings of the Company for the financial year 2023, after all appropriation and adjustments was Rs. 72319.75 Lakh.

Fixed Deposit

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Particulars of Loans, Guarantees or Investments:

The company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the financial statements.

Credit Rating

The Indian Ratings & Research Private Limited has upgraded Satia Industries Limited long term issuer rating to IND A from IND A. The Instrument wise rating action is as below: -

Instrument Type

Maturity

Date

Size of Issue (million)

Rating/

Outlook

Rating

Action

Term loans

FY29

INR 4149.2 (increased from INR 3,976.8)

IND A /Stable

Upgraded

Fund-based bank facilities

-

INR 850

IND

A /Stable/IND A1

Upgraded

Non-fund- based bank facilities

-

INR1, 250 (increased from INR600)

IND

A /Stable/IND

A1

Upgraded

Internal Control Systems and their adequacy

SIL has a well-established framework of internal controls across in all the areas of its operations. The Company has adequate monitoring procedures and to maintain its objectivity and independence, the Company has appointed competent Internal Auditor, who reports to the Joint Managing Director and the quarterly reports are placed before the Audit Committee.

Based on the report of internal audit, the audit committee recommends corrective actions to the respective departments need to undertake in their respective areas and thereby strengthen the controls.

Transfer of Unpaid Dividend to Investor Education and Protection Fund (IEPF)

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to lying with the Company for a period of seven years were transferred during the Financial Year 2022-23, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Transfer of shares to IEPF

As required under Section 124 of the Act

3,73,650 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the Financial Year 2022-23. Details of shares transferred to IEPF have been uploaded on the Website of IEPF as well as the Company.

In terms of provisions of Section 125 of the Companies Act, 2013, the unclaimed final dividend pertaining to the financial year 201415 for amount aggregating to 96840 /- had been transferred to the “Investor Education and Protection Fund” established by the Central Government on 31st October, 2022.

Directors and Key Managerial Personnel

Sh Chirag Satia, Executive Director (DIN No: 03426414) will retire from office by rotation at Annual General Meeting, and being eligible, offers himself for reappointment. Sh. Chirag Satia has given required declaration under Companies Act, 2013.

Mr. Ashok Kumar Gupta (DIN No: 08068465) was re-appointed as an Independent Director of the Company for second term of five consecutive years commencing from 08th February, 2023 to 07th February, 2028 not liable to retire by rotation. The members of the Company have accorded their approval by passing a Special Resolution through Postal Ballot Notice dated 23.01.2023.

Mr. Ajay Vyas (DIN No 07553649) was appointed as an Independent Director of the Company for five consecutive years commencing from 23rd December, 2022 to 22nd December,2027 not liable to retire by rotation. The members of the Company have accorded their approval by passing a Special Resolution through Postal Ballot Notice dated 23.01.2023

Cessation

Sh Arun Gupta (DIN No 00371289) Independent Director, retired as member of the Board of Directors on completion of tenure effective February 07, 2023. The Board placed on record their appreciation for Sh Arun Gupta in valuable contribution, guidance, and strategic vision, that has helped the Company build and execute a resilient growth strategy.

All the Independent Directors have affirmed their independence under Section 149 of the Companies Act, 2013 and provisions of Regulation 25 of SEBI (LODR) Regulations, 2015. The Company has obtained requisite declaration to that effect from the said Directors.

Board Evaluation

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working ofits Committees, based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition

and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of Committee meetings, etc. The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings ofNRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In the Board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent Directors was done by the entire board, excluding the independent director being evaluated.

Pursuant to the provisions of Section 149 of the Act, the independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed there under and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the nonexecutive directors of the Company had no pecuniary relationship or transactions

with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are Dr Ajay Satia, Chief Executive Officer, Chairman cum Managing Director, Sh Rachit Nagpal, GM(Finance) - CFO and Sh Rakesh Kumar Dhuria, Company Secretary.

Committees of the Board

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

• Audit Committee of Directors

• Nominations and Remuneration Committee (NRC)

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

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

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

In compliance with Section 178(3) of the Act and Regulation 19(4) of the Listing Regulations, on the recommendations of the Nomination and Remuneration Committee (NRC), the Board formulated Policy relating to the remuneration of Directors, key managerial personnel and other employees. The Policy includes criteria for determining qualifications, positive attributes and independence of Directors and other matters. It broadly lays down the philosophy, guiding principles and basis for recommending payment of remuneration to the Executive and NonExecutive Directors. The role of the NRC is disclosed in the Corporate Governance Report, which forms part of the Annual Report in compliance with proviso to Section 178(4) of the Act. The Remuneration Policy is stated in the Annexure-IA. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Number of meetings of the Board

Five meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

Director Responsibility Statement

Pursuant to requirement of Section 134 (5) of the Companies Act, 2013, your 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 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 or loss of the company for the period.

(C) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(D) the Directors had prepared the annual accounts on a going concern basis.

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

Audit reports and Auditors

The Auditors Report for the year 31.03.2023 does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statement in this Annual Report.

Statutory Auditors:

M/s. Rakesh Bansal & Co., Chartered Accountants, (Firm's Registration No. 011474N), were appointed as Statutory Auditors of the Company for a term of five consecutive Financial Years. i.e. from 202122 to 2026-27, in 41st Annual General Meeting (AGM) held on 30th September 2022. The Company had received a letter dated 22nd December, 2022 (as also information as per Annexure-A of SEBI Circular) from M/s. Rakesh Bansal & Co., Statutory Auditors addressed to the Board of Directors through Audit Committee requesting to accept their resignation and intimate his case was genuine and exceptional case stating, inter-alia, the following reasons: -Due to health issue of the sole proprietor and personal circumstances unable to undertake the assignment. The Audit

Committee had noted that Statutory Auditors had not raised any concerns, as to nonreceipt of information or non-co-operation from the management. The Audit Committee had taken view that due to health issue of the sole proprietor reached to this conclusion that on professional inability and humane considerations, the resignation be accepted. Thus, pursuant to the recommendations ofthe Audit Committee and pursuant to personal, genuine and exceptional circumstances including health issue the resignation of M/s. Rakesh Bansal & Co., Chartered Accountants, Statutory Auditors dated 22nd December, 2022 was also accepted by the Board w.e.f. 23rd December, 2022. The Audit Committee passed a resolution on 23rd December 2022 recommending to the Board of Directors the appointment of M/s. N.K. Chhabra & Co., Chartered Accountants, Chandigarh (Firm Registration No. 000837N with ICAI), as Statutory Auditors for this purpose to fill the casual vacancy caused by resignation of M/s. Rakesh Bansal & Co., Chartered Accountants, (Firm Registration No. 011474N for the current Financial Year 2022-23 and they shall hold office until the conclusion of next annual general meeting to be held in the calendar year 2023, and they shall also be appointed as Statutory Auditors of the Company for the next four years viz. Financial Year 2022-23 to 2026-27.

Secretarial Audit:

Pursuant to provision 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. S. Parnami & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the company. The Secretarial Audit report is annexed herewith as “Annexure VI. The Secretarial Audit Report for the year under review requires no comments. The said report does not contain any qualification, reservation or adverse remarks.

Annual Secretarial Compliance Report

In compliance with Circular No. CIR/CFD/

CMD/1/27/2019 dated February 8, 2019, issued by the Securities and Exchange Board of India (SEBI), M/s S. Parnami & Associates, was appointed for issuing Annual Secretarial Compliance Report for the year ended March 31, 2023. The said Report confirms that the Company has maintained proper records as stipulated under various Rules and Regulations and that, no action has been taken against the Company or promoters/ directors by the SEBI/Stock Exchange.

Internal Auditors

During the year under review M/s. SSPJ & Co, Chartered Accountants, Internal Auditors has resigned w.e.f 10.02.2023 and M/s S S Kothari Mehta & Co., Chartered Accountants New Delhi was appointed in place carried out the internal audit and submitted their report.

Cost Audit

Pursuant to the provisions of the Companies Act, 2013 M/s Balwinder & Associates, Cost Accountants, Mohali has conducted the cost audit of the Company. As recommended by the Audit Committee, the Board at its meeting held on 27.05.2022 appointed M/s Balwinder & Associates., Cost Accountants, Mohali as Cost Auditor to conduct cost audit for the year ended March 31, 2023, pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014. M/s Balwinder & Associates, confirmed that they are free from disqualifications as specified under Section 141 read with Sections 139 and 148 of the Act, held a valid certificate of practice and that their appointment met the requirements of Sections 141(3)(g) and 148 of the Act. M/s Balwinder & Associates also confirmed that they are independent, maintained an arm's length relationship with the Company and that no orders or proceedings are pending against them relating to professional matters of conduct before the institute of Cost Accountants of India or any competent authority/court. The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Act.

Your Company has adopted Indian Accounting Standards (IND AS).

The Financial Statement for the year ended March 31, 2023 have been prepared in accordance with (IND As) notified under the Companies (Indian Accounting Standards) Rules, as amended by the Companies (Indian Accounting Standard) Rules, 2018 read with Section 133 and other applicable provisions of the Companies Act, 2013.

Related Party Transaction:

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

Subsidiary Companies

The Company does not have any subsidiary.

Vigil mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and Employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of the Company provides for

adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee. The said Policy is uploaded on the website of the Company at https://www. satiagroup.com

Extract of Annual Return:

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

Particulars of Employees

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

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

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

Industrial Relations:

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

Corporate Governance, Management Discussion & Analysis and Business Responsibility and sustainability Report.

As per Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon and the Management Discussion and Analysis are attached, which forms part of this Annual Report. Pursuant to Regulation 34(2)(f) of the Listing Regulations, Business Responsibility and sustainability initiatives taken from an environmental, social and governance perspective in the prescribed format is attached as a separate section of this Annual Report.

Sustainability

Corporate Social Responsibility Initiatives

The Company has always recognized its social responsibility as an integral and critical part of its value system and carried out 'Need Assessment Study' to fulfil the requirements ofits social responsibility under CSR Programs and based on that assessment of demand, the management has approved CSR program and Expenditure on CSR and will be reviewed in each year depending on the profitability of the Company. Your Company continued the social development schemes initiated in previous years. These projects covered the broad the matic areas of promotion of Education, Medical Aid, Livelihood, Eradication of Poverty, Support, Orphans, Women, Blind and that are in compliant with Companies Act 2013. The Company has spent the entire required amount of the current year ended 31.03.2023 under the CSR and nothing is outstanding as unspent.

Satia Industries Ltd's CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Company's website at https://www. satiagroup.com For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report

Safety, Health and Environment

The safety of all employees and associates has always been an area of priority for our Company. The Company has constituted a Safety and Securities Committee and the Committee meet in each month to discuss all safety issues and take the decision

relating to resolving the same. The minutes of the securities and safety committee meetings and action taken report are also placed before the Audit Committee Meeting for their review and further instruction, if any required relating to pending matters. The Company also conduct the Fire Evacuation Drill regularly. The safety and Training & awareness sessions were conducted periodically on Fire Safety in emergency situation and on usage of the fire saving equipment. Safety standards are maintained across all locations. Regular deep cleaning of the office premises and checks were done to ensure safety of the employees. During ongoing Pandemic, Health and wellbeing of the employees had become a major priority for the Company. Innovative and effective means were developed to engage with the employees during these tough times. Health and wellness awareness sessions were also conducted for employees. The connect meetings gave opportunities to employees to express themselves and get solutions to their work matters. It also motivated people to stay committed toward the organization's goals and values.

Business Responsibility and Sustainability Report (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Company's performance on Environment, Social and Governance parameters for FY23, is part of this Integrated Report. BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the MCA. Cross referencing is provided in relevant sections of Integrated Report with suitable references to the BRSR.

Awards:

Dr. Ajay Satia, CMD, has been honored with the Life-Time Achievement Award as Entrepreneur of the year 2023 in a glittering ceremony in Hyderabad.

Indian Pulp & Paper Technical Association (IPPTA) recognizes and celebrates out-

standing business leaders who have led their organization to new heights with their extraordinary entrepreneurial vision and thrust and thus made a mark in the world of business with their risk-taking ability, meticulous planning, strategic roadmaps and careful execution.

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

Your Company is committed to creating and maintaining a secure work environment where its employees, agents, vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation. To empower women and protect women against sexual harassment, and as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and Rules made thereunder, a policy for prevention of sexual harassment had been made and Internal Complaints Committee had been set up. This policy allows employees to report sexual harassment at the work place. The Internal Committee is empowered to look into all complaints of sexual harassment and facilitate free and fair enquiry process.

Report on Corporate Governance

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

Corporate Governance Structure in the Company assigns responsibilities and entrusts authority among different participants in the organization viz the Board of Directors, the senior Management and employee etc

Management Discussion and Analysis Report

In terms of Regulation 34 (2) (e) of the Listing Regulations, 2015 read with other

applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management's Discussion and Analysis Report (MDA) which forms part of this Annual Report and is incorporated herein by reference and forms an integral part of this report.

Acknowledgement

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

Place : VPO: Rupana (Dr Ajay Satia) (R.K.Bhandari) Date : 11.08.2023 Chairman Cum Joint Managing Managing Director Director

Annexure-I

DIVIDEND DISTRIBUTION POLICY

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

The Company's Dividend Distribution Policy (DDP) is available at website: www. satiagroup.com/Dividend Policy.

Annexure-IA

REMUNERATION POLICY

The Nomination and Remuneration Committee of the Company is constituted in line with provisions of Regulation 19

of SEBI (LODR) Regulations, 2015 read with Section 178 of the Companies Act, 2013.

Brief Description of Terms of reference:

1 To carry out evaluation of the Director's performance and recommend to the Board appointment/removal based on his/her performance.

2 To formulate a criterion for determining qualification, positive attributes and independence of a director.

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

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

Executive remuneration shall be proposed by the Committee and subsequently approved by the Board of Directors, Executive remuneration is evaluated annually against performance in determining package of remuneration, the Committee may consult with the Chairman Cum Managing Director.

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

Annexure-II

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

Name of the Director/KMP and Designation

Remuneration in fiscal, 2023 Rs in lacs

% increase in remuneration from previous year

Ratio of Remuneration to MRE*

Comparison of the remuneration of the KMP against the Performance of the Company

% of Profits before tax

% ofTurnover

Dr. Ajay Satia (Chairman Cum Managing Director)

754.33

55.62

142.53

3.29

0.32

Sh. R.K. Bhandari (Joint Managing Director)

100.27

12.30

23.64

0.55

0.05

Sh. Chirag Satia (Executive Director

480.15

50.43

84.96

1.96

0.19

Sh Hardev Singh Director (Technical)

41.68

6.22

9.25

0.21

0.02

Sh Rachit Nagpal (CFO)

24.60

88.65

5.80

0.13

0.01

Sh. Rakesh Kumar Dhuria (Company Secretary)

20.93

114.77

4.94

0.11

0.01

1 The median Remuneration of Employees was Rs 4.24 lakh PA.

2 In the financial year, there was 59.19% increases in the median remuneration of employees.

3 There were 2159 permanent employees on the rolls of the Company as on March 31, 2023

4 Relationship between average increase in remuneration and Company performance:-

For the financial year 2022-23 key managerial

Personnel were paid 7.74% and 0.75% of

the net profit before tax and turnover respectively of the Company.

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

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

Detail of Ten Employees in Term of Remuneration

Sr.

No

Name of Employee

Designation of the Employee

Qualification

Experience

(Yrs.)

Age

Annual Salary (In Lacs)

Last

Employment

1

MANAV SARIN

VICE PRESIDENT (SALES)

M.B.A.

30.1

50.10

39.00

Rama Newspint & Paper Ltd.

2

VENKUMAHANTHI SRINIVASA RAO

SR.G.M.

B.TECH MECH.,

MBA - OPERATIONS MGMT.

16.4

38.10

34.80

Concept

Technologies

3

SANDEEP PABHA

SR.G.M.(ENGG.&

PROJECTS)

B.E PRODUCTION ENGG.

28.4

50.5

34.32

Kuantam Paper

4

PARVEEN KUMAR

SR.G.M.

DIP. IN ELECT. ENGG.

32.5

50.3

27.60

Punjab Concast Steels

5

SANJAY JAIN

SR.G.M.

DIP ELECT.ENGG.

30.7

55.11

27.60

Rainbow Papers Ltd.

6

LEELADHAR

BAGLA

VICE PRESIDENT-PAPER

MS(MM) & PPT

28.8

49.9

27.60

Shreeyans Inds. Ltd.

7

RAKESH KUMAR MALHOTRA

GENERAL

MANAGER

B.TECH CHEMICAL

36.5

58.0

27.40

Sirpur Paper Mill Ltd. Group

8

PANKAJ KUMAR JAIN

SR.G.M.

B.E E&I

23.8

51.6

27.18

PRESPL

9

SATPAL ARORA

SR.G.M.(MKT & PPC)

M.B.A.

31.7

55.10

27.00

First

Employment

10

S.MADHUKAR RAO

SR.G.M.

B.SC.

38.0

62.0

27.00

Murli Agro

Annexure III

INFORMATION UNDER SECTION 134 (3) (M) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ACCOUNTS) RULES 2014 AND FORMING PART OF THE REPORT OF THE BOARD OF DIRECTORS.

I Conservation of Energy

i Installation of VFDs in PMILL & Utility for energy conservation

ii Energy efficient LED lights installed in plant PM4 & DIP

iii IE3 premium energy efficient motors installation at PM 3,4 & PMILL &ETP area.

iv Thermal insulation on steam lines, condensate lines. and steam traps repairing.

v) Condensate recovery by arresting leakage and insulation

vi) Energy efficient & latest technology Turbo blower (Runtech make) installed for Vacuum System at PM3 for energy efficiency, energy saving & better control of vacuum.

II Technological Absorption

1) PM4 Rewinder 2 Globe make latest design & technology rewinder installed & commissioned in for increasing production capacity and quality paper for market.

2) HW 1 Street Modification for use on Agro & HW both options for consistent supply of Agro pulp and to increase pulp reliability

3) PM2 Hood modification done for improving quality and steam efficiency improvement

4) PM2 Press Part frame & structure changed & new steam box installed for steam efficiency improvement

5) PM2 QCS modification done for increasing accuracy level & control of process system parameters & improving quality of paper

6) PM1 QCS modification done for increasing accuracy level & control of process system parameters & improving quality of paper

7) Disperser 2 installed at PM4 DIP 2 for improving DIP Pulp quality

8) PM4 Softwood refiner installation for improving paper machine runnabilty further improving printability & dimension stability

9) New Oxygen Plant installing for meeting oxygen demand of EOP stage for improving pulp quality & reduction in further chemicals

10) TRP 2 installation & commissioning for increasing equipment availability

11) Wood chipper installation for improving in house capacity of wood chips

12) Wheat Straw bailing machine no 2 installed for better & increasing raw material storage capacity.

13) CRB 1 ESP 1 modification for improving emission control & increasing efficiency.

14) ETP bio reactor capacity enhancement to increase system efficiency & saving in boiler fuel (rice husk) by using additional generated gas using in boiler.

III FOREIGN EXCHANGE EARNINGS AND OUT GO:

Expenditure for the year ended 31st March, 2023 is as under: -

i) Earning in foreign exchange.

(Rs)

11,10,96,109

ii) Expenditure in foreign currency. CIF Value of imports

(Rs.)

Waste Paper

716,423,808

Pulp

929,608,051

Chemical

66,450,265

Machinery- Spares & Capital Goods

314,585,451

Interest

25,917,495

Legal, Technical Fees, Repair & Other fees

21,130,874

Total Expenditure

2,074,115,943