Your Directors are pleased to present the 44th Annual Report
on business and operations of Emami Paper Mills Limited ('the Company'), together with the
Audited Financial Statements for the financial year ended March 31, 2026.
1. FINANCIAL PERFORMANCE
The Company's financial performance during the financial year ended
March 31, 2026 as compared to previous financial year is summarised below:
| Particulars |
2025-26 |
2024-25 |
| Revenue from Operations |
1,907.23 |
1,928.04 |
| Other Income |
21.09 |
4.46 |
| Total Income |
1,928.32 |
1,932.50 |
| Earnings before interest, taxes, depreciation and
amortisation (EBITDA) |
217.18 |
146.27 |
| Less: Finance Cost |
67.88 |
61.19 |
| Less: Depreciation & Amortisation |
54.69 |
51.69 |
| Profit before exceptional items and Tax |
94.61 |
33.39 |
| Less: Exceptional item - Statutory impact of new labour codes |
1.25 |
- |
| Profit before Tax |
93.36 |
33.39 |
| Less: Tax expense |
31.98 |
7.38 |
| Profit after Tax |
61.38 |
26.01 |
| Earnings per Equity Share (EPS) (face value J 2/-
each) |
|
|
| - Basic (in H) |
9.34 |
3.49 |
| - Diluted (in H) |
8.69 |
3.32 |
2. STATE OF COMPANY'S AFFAIRS AND OUTLOOK
During the year under review, the Indian paper industry continued to
operate in a challenging environment marked by continued import pressure from low-cost
origins, subdued realisations across certain product segments and persistent volatility in
raw material and energy costs. Despite these industry headwinds and broader macroeconomic
uncertainties, your Company delivered a resilient operational and financial performance
during FY 2025-26.
The financial year 2025-26 was a year of meaningful progress for your
Company. While turnover remained marginally lower by approximately 1% compared to the
previous year due to net sales realisation pressures prevailing across the domestic paper
industry, your Company delivered a significant improvement in profitability and earnings
quality. EBITDA increased by 48.48% from RS. 146.27 crore in FY 2024-25 to RS. 217.18
crore in FY 2025-26, while Profit Before Tax increased from RS. 33.39 crore in the
previous financial year to RS. 93.36 crore during FY 2025-26. The improvement in
profitability was supported by disciplined cost management, operational efficiency gains,
strategic pricing initiatives and improved contribution from value- added and specialty
products to the overall revenue mix.
Your Company continued to strengthen its position as one of India's
leading manufacturers of virgin packaging boards, premium newsprint, writing &
printing paper and specialty paper products. The diversified and quality-focused product
portfolio comprises coated paperboard, high-quality newsprint, specialty paper, pharma
insert paper and OGR (Oil & Grease Resistant) paper, along with premium maplitho
grades marketed under the brands "Solitaire" and "Solitaire Note."
These products cater to a broad range of sectors, including FMCG, pharmaceuticals,
publishing, education and packaging. Your Company continued to maintain its leadership
position in the premium newsprint segment while increasing focus on value-added, premium
and import-substitute products aimed at improving realisations, customer retention and
long-term market positioning.
A key differentiating strength of your Company lies in its quality-led
business model supported by the use of imported virgin wood pulp sourced from globally
reputed suppliers. This strategic sourcing approach enables your Company to consistently
deliver superior product quality in terms of brightness, strength, purity and overall
performance, thereby positioning it as a preferred supplier for qualityconscious customers
across domestic and export markets. The continued emphasis on product quality, innovation
and customer-centric product development supported your Company's
competitive positioning during the year under review.
Operationally, your Company's manufacturing facilities continued to
perform efficiently across key operational parameters including machine uptime, energy
optimisation, water utilisation and process reliability. Your Company maintained strong
emphasis on productivity improvement through preventive maintenance practices, utility
optimisation and effective resource utilisation across manufacturing operations and
critical infrastructure including power generation and effluent treatment facilities. The
experienced workforce and strong culture of accountability and continuous improvement
continued to remain central to driving operational excellence.
During the year under review, your Company continued its focus on
modernisation and strategic capital expenditure aimed at strengthening manufacturing
capability and longterm competitiveness. Significant initiatives undertaken during the
year included the successful upgradation of PM-2 through installation of a new headbox
& calendaring system and commissioning of a 7 MW solar power project under the open
access route. These initiatives are expected to improve product quality, machine
efficiency, operational reliability and long-term cost competitiveness while supporting
sustainability objectives.
Looking ahead, the long-term outlook for the Indian paper industry
remains positive, supported by rising literacy levels, increasing organised retail
penetration, favourable demand for sustainable packaging solutions and policy support
under the National Education Policy (NEP 2020). With its modern manufacturing base,
differentiated product portfolio, ongoing strategic investments and strong emphasis on
quality, operational efficiency and sustainability, your Company remains well-positioned
to capitalise on future growth opportunities and continue creating long-term value for all
stakeholders.
3. DIVIDEND
The Board of Directors at its meeting held on 28th May, 2026
have recommended a Preference Dividend of RS. 8/- (i.e. 8%) per preference share of face
value of RS. 100/- each and an Equity Dividend of RS. 3.20/- (i.e. 160%) per equity share
of face value of RS. 2/- each for the financial year ended 31st March, 2026,
subject to the approval of the shareholders at the ensuing Annual General Meeting of the
Company. The dividend pay-out is in accordance with the Company's Dividend Distribution
Policy.
Dividend Distribution Policy
The Company has adopted a Dividend Distribution Policy pursuant to
Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, which is available on the Company's website at
https://emamipaper. com/wp-content/uploads/2025/11/dividend_policy.pdf
Unclaimed Dividend
Pursuant to the provisions of Section 124 of the Companies Act, 2013
and other applicable provisions of the Companies Act, 2013 and rules made thereunder, an
Unclaimed Dividend of RS. 1,38,058 for the financial year 2017-18 has been transferred to
the Investor Education and Protection Fund (IEPF) established by the Central Government
pursuant to Section 125 of the Companies Act, 2013 on 10th October, 2025. The
details of Unclaimed dividends on equity shares are available on Company's website at www.emamipaper.com .
Transfer of Unclaimed Shares to Investor Education & Protection
Fund (IEPF)
Pursuant to applicable provisions of the Companies Act, 2013 read with
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, all the unpaid/unclaimed dividends are required to be transferred by the
Company to the Investor Education and Protection Fund, established by the Central
Government, after the completion of 7 (seven) years from the date of declaration of
dividend.
As per provisions of IEPF (Accounting, Audit, Transfer and Refund)
Rules, 2016, the Company has issued individual notice through speed post to all the
shareholders whose dividends were lying unclaimed for consecutive seven years and public
notice in this respect has also been given in English and vernacular newspaper and details
of such shareholders were uploaded on Company's website.
Further, the shares in respect of which dividend has not been paid or
claimed by the shareholders for seven consecutive years or more are also liable to be
transferred to the demat account of the IEPF Authority.
During the year under review, the Company has transferred 15,050 equity
shares on which dividend were unclaimed for seven consecutive years, to the demat account
of IEPF maintained with NSDL within the prescribed time.
As on 31 March, 2026, 1,56,493 Equity Shares of the Company transferred
under the IEPF provisions were held by the IEPF Authority. Further, an aggregate amount of
RS. 11,98,569.30 towards unclaimed dividend had been transferred to the IEPF up to that
date.
In terms of Section 125 of the Companies Act, 2013, the unclaimed or
unpaid dividend is due for remittance to the Investor Education and Protection Fund
established by the Central Government in accordance with the schedule given below: -
| Financial year 2018-19 |
Date of declaration of dividend |
Unclaimed Dividend as on 31.03.2026 (in J) |
Due date of transfer to IEPF |
|
12-08-2019 |
1,30,614.00 |
17-09-2026 |
| 2021-22 |
19-08-2022 |
99,839.80 |
24-09-2029 |
| 2022-23 |
12-09-2023 |
1,24,053.00 |
18-10-2030 |
| 2023-24 |
28-08-2024 |
1,79,642.60 |
03-10-2031 |
| 2024-25 |
03-09-2025 |
1,84,341.40 |
09-10-2032 |
Note - In view of the Covid 19 pandemic and extraordinary
circumstances, your Directors did not recommend any dividend for the financial year ended
31st March, 2020 and 31st March, 2021 respectively.
The shareholders/claimants whose shares or unclaimed dividends have
been transferred to the IEPF, may claim the shares or apply for refund from the IEPF
Authority, by following the procedure prescribed in the IEPF Rules. The shareholders may
request the Company for the issue of an Entitlement Letter by submitting all the required
documents, before making an application to the IEPF Authority.
The other details of the unclaimed dividends that are due to be
transferred to IEPF in coming years are provided in the report on Corporate Governance.
The shareholders are requested to ensure that they claim the dividends and shares referred
above, before they are transferred to the said Fund.
4. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments, affecting the financial
position of your Company which has occurred between the close of the financial year i.e.
31st March, 2026 and date of this report. During the year under review, there
has been no change in the nature of business of your Company.
5. SHARE CAPITAL
Equity Share Capital
During the year under review, there was no change in the equity share
capital of the Company. The paid-up equity share capital of the Company accordingly stands
at RS. 12.10 crore as on 31st March, 2026, comprising 6,04,99,050 equity shares
of RS. 2/- each, fully paid-up. The equity shares of the Company continue to be listed and
traded on BSE Limited and National Stock Exchange of India Limited.
Preference Share Capital
As on 31st March 2026, the Company's issued and paid-up
preference share capital comprised 53,75,000 preference shares of RS. 100/- each, divided
into 35,00,000 Non-Convertible Non-Cumulative Redeemable Preference Shares (NCRPS) and
18,75,000 Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCRPS).
Variation in Terms of Preference Shares
During the year under review, pursuant to the provisions of Section 48
and other applicable provisions of the Companies Act, 2013, read with the Rules made
thereunder and the applicable provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company carried out a variation in the terms of
15,00,000 Series II Tranche I Optionally Convertible Non-Cumulative Redeemable Preference
Shares (OCRPS). Pursuant to such variation, these shares were reclassified as 15,00,000
Series II Tranche I Non-Convertible Non-Cumulative Redeemable Preference Shares (NCRPS),
redeemable at the end of four years from the effective date of such variation, being
sixteen years from the original date of allotment. The said variation was duly approved by
the equity shareholders of the Company through Postal Ballot on 2nd August
2025, and the consent of all the concerned OCRPS holders was duly obtained prior to giving
effect to the variation.
Redemption of Preference Shares
During the year under review, your Company has redeemed 4,80,000 Series
II Tranche II OCRPS on 20th January 2026 and 2,70,000 Series II Tranche III
OCRPS on 27th March 2026 respectively in accordance with Section 55 of the
Companies Act, 2013, read with the applicable Rules and SEBI (LODR) Regulations, 2015, and
in accordance with the terms of their original issuance (as amended pursuant to the
special resolution passed by the shareholders on 26th March, 2021).
During the year under review, the Company has not issued any shares,
convertible securities, or shares with differential voting rights, and has neither granted
any stock options nor issued sweat equity shares.
6. TRANSFER TO RESERVE
Your Directors do not propose to transfer any amount to the General
Reserve for the year under review. During the year, consequent to redemption of preference
shares, an amount of RS. 7.50 crore was transferred from General Reserve to Capital
Redemption Reserve, representing the nominal value of preference shares redeemed, in
compliance with Section 55 of the Companies Act, 2013.
7. PUBLIC DEPOSITS
Your Company has not invited or accepted any deposits under Section 73
of the Companies Act, 2013 and the Rules made thereunder.
8. SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES
Your Company does not have any Subsidiary or Joint Venture or Associate
Companies.
9. BOARD OF DIRECTORS' & KEY MANAGERIAL PERSONNEL
The details of changes in the composition of the Board of Directors and
Key Managerial Personnel during the year under review, along with other disclosures
relating thereto, are provided below.
a. Chief Financial Officer
Mr. Mukesh Kumar Agarwal, who had been serving as Interim Chief
Financial Officer of the Company, was confirmed and re-designated as the Chief Financial
Officer (CFO) and Key Managerial Personnel of the Company with effect from 20th
May 2025.
b. Cessation and appointment of Chief Executive Officer (CEO)
Mr. Vivek Chawla, Chief Executive Officer (CEO) and Whole-time Director
of the Company, resigned from the office of CEO owing to personal reasons and ceased to
hold such office with effect from 2nd September 2025.
On the same date, the Board appointed Mr. Sushil Kumar Khetan as the
Chief Executive Officer (CEO) of the Company. Mr. Khetan brings with him over 37 years of
rich and diverse experience spanning Paper Mill Operations, Paper & Paperboard
Projects, Finance, and Strategic Management.
c. Cessation and appointment of Whole-time Directors
Mr. Vivek Chawla (DIN:00363356) subsequently resigned from the office
of Whole-time Director of the Company owing to personal reasons and ceased to hold office
with effect from the closure of business hours on 5th December 2025.
Thereafter, the Board appointed Mr. Sushil Kumar Khetan (DIN:00358577),
CEO of the Company, as Whole-time Director with effect from 6th December 2025.
His appointment as Whole-time Director was approved by the shareholders of the Company
through Postal Ballot (remote e-voting) on 8th January 2026.
d. Cessation and appointment of Company Secretary and Compliance
Officer
Mr. Debendra Banthiya (FCS No.7790), Company Secretary and Compliance
Officer of the Company, resigned owing to personal reasons and ceased to hold office with
effect from the closure of business hours on 5th December 2025.
The Board appointed Mr. Sumit Jaiswal (ICSI Membership No. F9485) as
the Company Secretary and Compliance Officer of the Company with effect from 3rd
March 2026.
e. Directors retirement by rotation
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Aditya V. Agarwal (DIN:00149717), Executive
Chairman, and Mr. Manish Goenka (DIN: 00363093), Vice Chairman, are liable to retire by
rotation at the ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment. The Board recommends their reappointment.
f. Re-appointment of Independent Director
The shareholders of the Company approved the re-appointment of Mrs.
Mamta Binani (DIN: 00462925) as an Independent Director of the Company for a second term
of 5 (five) consecutive years commencing from 13th August, 2025.
g. Declaration by Independent Director(s)
All Independent Directors of the Company have given their respective
declaration/disclosure under Section 149(7) of the Companies Act, 2013 ("the
Act") and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations" or "Listing
Regulations") and have confirmed that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI Listing
Regulations. Based on the declarations received and after due assessment, the Board is of
the opinion that all the Independent Directors are persons of integrity and possess
appropriate expertise, experience and proficiency and continue to fulfil the conditions of
independence as specified under the Act and the SEBI Listing Regulations.
The Independent Directors have complied with the Code for Independent
Directors prescribed in Schedule IV to the Act. The Independent Directors have also
complied with the Code of Conduct for Directors and Senior Management Personnel.
h. Meeting of Board of Directors and its Committees
During the year, 8 (Eight) meetings of the Board of Directors were
held. The details of meetings of the Board of Directors and its Committees held during the
year under review, attendance of Directors thereat and composition of various Committees
of Board of Directors, including the Audit Committee, are detailed in the Report of
Corporate Governance which forms an integral part of this report and is annexed hereto.
The Board has accepted all recommendations made by the Audit Committee during the year
under review.
i. Policy on Directors Appointment and Remuneration
Pursuant to Section 178 of the Companies Act, 2013, the Board of
Directors of the Company has approved the Nomination and Remuneration Policy based on the
recommendation of the Nomination & Remuneration Committee and the said policy is
hosted on the Company's website at
https://emamipaper.com/wp- content/uploads/2025/11/epml_nrc_policy.pdf
The Policy includes the criteria for determining qualifications,
positive attributes, independence of a Director and other matters provided under Section
178(3) of the Act.
j. Evaluation of Board, its Committees and Directors
Pursuant to the provisions of Section 134(3)(p) of the Companies Act,
2013 and relevant regulations of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (as amended from time to time), the Board at its meeting held on 28th
May, 2026, has carried out the annual evaluation of its own performance and that of its
Committees, Chairman and Individual Directors.
The manner in which the evaluation was carried out has been explained
in the Report on Corporate Governance.
k. Separate Meeting of the Independent Directors
The Independent Directors of the Company met separately on 12th
February, 2026 without the presence of Non-Independent Directors. All the Independent
Directors were present at the meeting. Following matters were, inter-alia, reviewed
and discussed in the meeting:
• Performance of Non-Independent Directors and the Board of
Directors as a whole.
• Performance of the Chairman of the Company after taking into
account the views of Executive and Non- Executive Directors.
• Assessment of the quality, quantity and timeliness of flow of
information between the Company management and the Board that is necessary for the Board
to effectively and reasonably perform their duties.
10. CREDIT RATING
During the year under review, the credit rating of IND A-/ Stable for
the Company's Loan facilities was reaffirmed by India Ratings and Research. This reaffirms
the reputation and trust the Company has earned for its sound financial management and its
ability to successfully meet its financial obligations.
11. AWARDS AND RECOGNITIONS
During the year under review, the Company received prestigious
recognition across multiple domains, reflecting its sustained commitment to workplace
excellence, social responsibility, and operational quality, including:
• Great Place to Work? Certification 2026: The
Company was certified as a Great Place to Work? by the Great Place to
Work? Institute, India, with a Trust Index score of 88%, placing it among the top 100
companies in India. This coveted certification is valid from March 2026 to March 2027.
• Greentech CSR Award 2025: The Company received the Greentech CSR
Award 2025 for outstanding achievement in the Education sector, recognising the impact of
its community development initiatives.
• National Rotary CSR Award 2025: The Company was conferred the
National Rotary CSR Award 2025 for outstanding achievement in the Education sector across
4 Zones of India, including the Eastern Zone.
• Best CSR Activities in Balasore District — EXPO Odisha
2026: The Company received the Award in recognition of its meaningful and sustained
contribution to the communities surrounding its manufacturing operations.
• Gold Award for Six Sigma Project: The Company received the Gold
Award from the Quality Circle Forum of India (QCFI), Bhubaneswar Chapter, for excellence
in process improvement and quality management.
12. ENVIRONMENT MANAGEMENT
Your Company strengthened its commitment to sustainable operations and
responsible resource management through a structured Environmental Management System
focused on regulatory compliance, pollution control, recycling, energy efficiency, and
conservation of natural resources.
It maintains an Environmental Management System certified under ISO
14001:2015, supported by Continuous Ambient Air Quality Monitoring System, Continuous
Emission Monitoring System, Real-Time Effluent Quality Monitoring System, and online
groundwater monitoring systems, with IP surveillance and telemetry-based groundwater
monitoring integrated with CPCB and OSPCB platforms for continuous compliance and
transparent environmental governance.
During the year, the Company continued to focus on water conservation,
recycling, efficient utilisation of resources and ground water recharge. Specific
freshwater consumption was maintained at 10.9m3/ton, well below the Indian
industry average and ahead of the CPCB benchmark of 15m3/ton prescribed for
September 2027. About 30% of treated effluent was recycled within the plant, around 40%
used for cultivation, and the balance discharged in accordance with applicable norms. ETP
improvements included installation of an additional decanter, optimisation of chemical
dosing systems, and recovery of residual fibres from de-inking rejects, reducing treatment
load and improving treated effluent quality.
As part of its clean energy and sustainable mobility initiatives, the
Company expanded the use of Electric Vehicles wherever technically feasible and
commissioned a 7 MW Solar Power Plant under the Group Captive model, reducing dependence
on fossil fuel-based power sources.
It also undertakes initiatives to improve surrounding environmental
quality, including distribution of tree saplings to local villagers for afforestation and
biodiversity enrichment, along with support for sanitation infrastructure and access to
safe drinking water for local communities.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo as required under Sec. 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part
of this report and is annexed as Annexure - A.
14. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has formulated the policy for development and
implementation of Corporate Social Responsibility (CSR) as also required under Section 135
of the Companies Act,2013 which is available on Company's website at https://emamipaper.com/wp-content/uploads/2025/11/
epml_csr_policy.pdf
Further, the information pursuant to Section 134(3)(o) of the Companies
Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 forms
a part of this Report and is annexed as Annexure - B.
CSR in Emami Paper is not just about this mandate but also about
working towards improving the lives of the communities we touch. Emami Paper has initiated
and implemented several CSR programs for improving the life of largely under privileged
people, for Community living, Education, Health, Skill Development, Rural Development,
Environmental Sustainability, Animal Welfare, Women Empowerment, Promotion of Sports, Art
& Culture etc. in and around our Mill. Our culture enables us to pursue our mission of
sustainable growth.
15. AUDITORS AND AUDITORS REPORT
a. STATUTORY AUDIT
M/s S K Agrawal and Co Chartered Accountants LLP, Chartered Accountants
(Firm Registration No. 306033E/E300272), has been appointed as the Statutory Auditors of
the Company, for a period of five years from the conclusion of 40th Annual
General Meeting (AGM) of the Company held in year 2022 until the conclusion of the 45th
Annual General Meeting of the Company to be held in year 2027.
The Auditor's Reports on the Financial Statements for the financial
year ended 31st March, 2026 does not contain any qualification, reservation or
adverse remark requiring any explanations / comments by the Board of Directors.
The observations made in the Auditors' Report read together with Key
Audit matters and relevant notes thereon are self-explanatory and hence do not call for
any further explanations or comments by the Board under Section 134 of the Companies Act,
2013.
b. COST AUDIT
Your Company has maintained cost accounts and cost records to the
extent provisions under Section 148 of the Companies Act, 2013, were applicable. Your
Directors have re-appointed M/s. V. K. Jain & Co., Cost Accountants, as Cost Auditors
of your Company for FY 2026-27. A resolution seeking approval of the shareholders for
ratifying remuneration payable to the Cost Auditors for FY 2026-27 is provided in the
Notice of the ensuing AGM. In this regard, your Directors recommend passing of the said
Ordinary Resolution.
c. SECRETARIAL AUDIT
Pursuant to Section 204 of the Companies Act, 2013
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of Managerial Personnel) Rules, 2014 read with Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors at its meeting held on 20th May, 2025 based on the recommendation of
the Audit Committee have appointed M/s MKB & Associates, Kolkata, Practicing Company
Secretaries (Firm Registration Number: P2010WB042700) as the Secretarial Auditors of the
Company for a term of 5 (five) consecutive years commencing from financial year 2025-26
till the financial year 2029-30. The shareholders of the Company at their 43rd
AGM held on 3rd September, 2025 have approved the said appointment. The
Secretarial Audit Report is annexed herewith as Annexure - C.
The observation made in the Secretarial Audit Report is
self-explanatory and hence do not call for any further explanations or comments by the
Board under Section 134 of the Companies Act, 2013. The Secretarial Audit Report does not
contain any qualification, reservation, adverse remark or disclaimer.
During the year under review, none of the auditors have reported any
instances of fraud committed against the Company as required to be reported under Section
143(12) of the Act.
16. SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are adequate and
operating effectively. Your Company has complied with applicable Secretarial Standards
i.e. SS-I and SS-II, relating to "Meetings of the Board of Directors" and
"General Meetings" respectively.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not given Inter Corporate
Loan to the parties covered under the provisions of Section 186 of the Companies Act,
2013.
The loans and advances given to employees are covered under the
remuneration policy of the Company. The Company has not provided any guarantee.
The details of the investments made by the Company are given in the
notes to the financial statements of the Company forming part of this Annual Report.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Company has formulated a Policy on Related Party Transactions,
which is also available on the Company's
website at
https://emamipaper.com/wp-content/ uploads/2025/11/EPML_RPT_POLICY_2.0_13022025.pdf
All related party transactions that were entered into during the
financial year were in the ordinary course of business and on an arm's length basis.
Further, the Company did not enter into any material contracts or arrangements with
related parties during the year under review. There were no material Related Party
Transactions entered into by the Company during the year that would have required
shareholders' approval under the SEBI Listing Regulations.
Accordingly, disclosure of particulars of contracts or arrangements
with related parties as required under Section 134(3)(h) of the Companies Act, 2013 in
form AOC-2 is not applicable.
The Related Party Transactions which are in ordinary course of business
and on arm's length basis, of repetitive in nature and proposed to be entered during the
financial year are placed before the Audit Committee for prior Omnibus approval. All
Related Party Transactions are placed before the Audit Committee for review and approval.
Your Company did not enter into any related party transactions during
the year which could be considered prejudicial to the interest of the minority
shareholders. No loans/ investments to/in the related party have been written off or
classified as doubtful during the year under review.
The disclosures pertaining to related party relationships and
transactions as per Ind AS 24 - Related Party Disclosures are provided in Note 2.49 to the
Audited Financial Statements of Company for the FY ended 31st March 2026.
19. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism and Whistle Blower Policy in place in
accordance with the provisions of Section 177(9) of the Act and Regulation 22 of the SEBI
Listing Regulations. The Policy provides a framework to promote responsible and secured
reporting of unethical behaviour, actual or suspected fraud, violation of applicable laws
and regulations, financial irregularities, abuse of authority, etc. by Directors,
employees and the management. The Policy is available at the website of the Company at
https:// emamipaper.com/wp-content/uploads/2025/11/epml_
vigil_mechanism_policy_13022025.pdf
The Company endeavours to provide complete protection to the Whistle
Blowers against any unfair practices. The Audit Committee oversees the genuine concerns
and grievances reported in conformity with this Policy. It is affirmed that no personnel
of the Company have been denied access to the Audit Committee and no case was reported
under the Policy during the year.
20. INTERNAL FINANCIAL CONTROLS
The Corporate Governance Policies guide the conduct of affairs of the
Company and clearly delineates the roles, responsibilities and authorities at each level
of its governance structure and key functionaries involved in the governance. The
Company's Financial Statements are prepared on the basis of the Significant Accounting
Policies that are carefully selected by management and approved by the Audit Committee and
the Board. These Accounting Policies are reviewed and updated from time to time.
Your Company maintains all its records in ERP(SAP) system and the work
flow and approvals are routed through ERP(SAP).
Your Company has appointed Internal Auditors to examine the internal
controls and verify whether the workflow of the organization is in accordance with the
approved policies of the Company. In every Quarter, while approval of Financial Results,
the Internal Auditors present to the Audit Committee, the Internal Audit Report and
Management Comments on the Internal Audit observations.
The Board of Directors of the Company have adopted various policies
such as Related Party Transactions Policy, Vigil Mechanism and Whistle Blower Policy,
Corporate Social Responsibility Policy, Risk Management Policy, Policy for determination
of Materiality of any events/information, Policy for preservation of records/documents of
the Company, Code of Conduct for prevention of Insider Trading Code of Practices and
Procedures for Fair Disclosures and such other procedures for ensuring the orderly and
efficient conduct of its business for safeguarding of its assets, the accuracy and
completeness of the accounting records and the timely preparation of reliable financial
information. The Board is of the opinion that the Company's internal financial controls
were adequate and effective during FY 2025-26.
21. RISK MANAGEMENT FRAMEWORK
In compliance with amended Regulation 21 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has
constituted a Risk Management Committee and adopted Risk Management Policy in accordance
with the provisions of the Companies Act, 2013 and SEBI Listing Regulations.
During the year under review, two meetings of the Committee were held
i.e. on 1st July, 2025 and 19th January, 2026 respectively. The Risk
Management Policy of the Company for identification and implementation of Risks and its
Mitigation plans is reviewed by the Committee periodically. In the opinion of the Board,
there is no such risk which may threaten the existence of the Company.
22. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
The prescribed particulars of employees required pursuant to Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 ('the Rules') is annexed to this Report
as Annexure - D.
The disclosure under Section 197(14) regarding receipt of commission by
Directors of the Company from holding/ subsidiary Company is not applicable.
Further, particulars of employees required pursuant to Section 197 read
with Rule 5(2) and (3) of the above Rules also forms part of this Report. However, in
terms of the provisions of Section 136 of the said Act, the Report and Accounts are being
sent to all members of the Company and other entities thereto, excluding the said
particular of employees. Any member interested in obtaining such particulars may write to
the Company Secretary. The said information is also available for the inspection at the
Registered Office of the Company during working hours for a period of twenty-one days
before the date of the Annual General Meeting.
23. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
draft Annual Return as on 31st March, 2026 is hosted on the Company's website
i.e. www.emamipaper.com .
24. CORPORATE GOVERNANCE
Your Company complies with the corporate governance practices as
stipulated in the SEBI Listing Regulations. In compliance with the provisions in
Regulation 34 of the SEBI Listing Regulations, a Report on Corporate Governance forms an
integral part of this report and annexed as Annexure - E.
25. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms an integral part of this
Report and provides details of the overall industry structure, developments, performance
and state of the affairs of the Company along with internal controls and their adequacy,
Risk Management Systems and other material developments during the Financial Year.
26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, the Business Responsibility and Sustainability
Report of the Company for the year ended 31st March, 2026 forms part of this
report and annexed as Annexure - F.
27. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act,
2013 and the Board of Directors to the best of their information and knowledge, confirms
that: -
a) In the preparation of annual accounts for the year ended 31st
March, 2026, the applicable accounting standards had been followed along with proper
explanation relating to material departures, if any.
b) Such accounting policies have been selected 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) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) The annual financial accounts have been prepared on a going concern
basis;
e) Proper internal financial controls were in place and such controls
are adequate and operating effectively; and
f) Proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems are adequate and operating
effectively.
28. DISCLOSURE REQUIREMENTS FOR CERTAIN TYPES OF AGREEMENTS BINDING
LISTED ENTITIES UNDER REGULATION 30A(2) OF SEBI LISTING REGULATIONS
There are no agreements entered into by the shareholders, promoters,
promoter group entities, related parties, directors, key managerial personnel, employees
of the Company, among themselves or with the Company or with a third party, solely or
jointly, which, either directly or indirectly or potentially or whose purpose and effect
is to, impact the management or control of the Company or impose any restriction or create
any liability upon the Company.
29. OTHER DISCLOSURES
During the year under review:-
a. Your Company had cordial relation with the workers and employees at
all levels.
b. No Significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and company's operations in the
future.
c. No application was made or any proceedings pending against the
Company under the Insolvency and Bankruptcy Code, 2016.
d. Your Company has not received any complaint pertaining to sexual
harassment. The disclosures as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 are given in the Annexure - E to the
Board's Report i.e. Report on Corporate Governance.
e. During the year under review, the Company complied with the
provisions relating to the Maternity Benefit Act, 1961.
f. No one time settlement with Banks/ FI's for loans taken has been
entered into by the company.
30. 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.
