AGM Details

The 46th Annual General Meeting of Ruchira Papers Limited will be held on Tuesday, 29th September 2026 at 12:00 PM (IST) at Hotel Black Mango, Nahan Road, Kala-Amb, District Sirmaur, Himachal Pradesh-173030.

Ordinary Business Agenda

1. Adoption of Financial Statements: To receive, consider, and adopt the audited financial statement of the Company for the financial year ended March 31, 2026, together with the reports of the Board of Directors and Independent Auditor's thereon.

2. Declaration of Dividend: To declare a dividend of ₹2.50 per equity share (face value ₹10 each), as recommended by the Board of Directors at its meeting held on May 28, 2026, for the financial year ended March 31, 2026.

3. Director Re-appointment: To appoint a director in place of Sh. Daljeet Singh Mandhan (DIN: 02633421), who retires by rotation and, being eligible, offers himself for re-appointment.

4. Director Re-appointment: To appoint a director in place of Sh. Vipin Gupta (DIN: 05107366), who retires by rotation and, being eligible, offers himself for re-appointment.

Special Business Agenda

5. Ratification of Cost Auditor Remuneration (Ordinary Resolution): Pursuant to Section 148 of the Companies Act, 2013, approval is sought for the ratification of remuneration of ₹80,000 (Rupees Eighty Thousand Only) plus applicable taxes and out-of-pocket expenses payable to M/S Sanjay Kumar Garg & Associates, Cost Accountants, re-appointed as Cost Auditors to conduct the audit of the cost records for the financial year ending March 31, 2027.

6. Managerial Remuneration - Smt. Ruchica Garg Kumar (Special Resolution): Approval is sought for the payment of managerial remuneration to Smt. Ruchica Garg Kumar (DIN: 09705909), Whole Time Director designated as Director Marketing, for the remaining tenure of one year from October 1, 2026, to September 30, 2027, in excess of the limits prescribed under Schedule V of the Companies Act, 2013 and SEBI LODR Regulations. The proposed remuneration includes:

  • Basic Salary: ₹5,00,000 per month
  • House Rent Allowance: 15% of Basic Salary
  • Telephone facility as per company rules
  • Leave encashment as per company rules
  • Company Car with Driver for official use
  • Reimbursement of business expenses as per company rules
  • Additional benefits (excluded from ceiling calculation): Company's contribution to Provident Fund and Gratuity as per applicable Acts.

7. Managerial Remuneration - Sh. Deepan Garg (Special Resolution): Approval is sought for the payment of managerial remuneration to Sh. Deepan Garg (DIN: 01593003), Whole Time Director designated as Co-Chairman and Director Technical, for the remaining tenure of one year from October 1, 2026, to September 30, 2027, in excess of Schedule V limits. The remuneration structure is identical to that proposed for Smt. Ruchica Garg Kumar (Item 6).

8. Managerial Remuneration - Sh. Daljeet Singh Mandhan (Special Resolution): Approval is sought for the payment of managerial remuneration to Sh. Daljeet Singh Mandhan (DIN: 02633421), Whole Time Director designated as Director Commercial, for the remaining tenure of one year from October 1, 2026, to September 30, 2027, in excess of Schedule V limits. The remuneration structure is identical to that proposed for Smt. Ruchica Garg Kumar (Item 6).

9. Re-appointment and Remuneration - Sh. Vipin Gupta (Special Resolution): Approval is sought for:

  • The re-appointment of Sh. Vipin Gupta (DIN: 05107366) as Whole Time Director designated as CFO & Executive Director for a period of 5 years from November 1, 2026, to October 31, 2031.
  • The payment of remuneration to him for one year from June 1, 2026, to May 31, 2027, in excess of Schedule V limits. The proposed remuneration includes:
  • Basic Pay: ₹8,80,000 per month
  • HRA: 15% of Basic Pay per month
  • Telephone facility, leave encashment, company car with driver, and expense reimbursement as per company rules.
  • Additional benefits (excluded from ceiling calculation): Company's contribution to Provident Fund and Gratuity as per applicable Acts.

Dividend Details

  • The Board recommended a dividend of ₹2.50 per equity share (25%) for FY26 at its meeting on May 28, 2026.
  • If approved at the AGM, the dividend will be paid on or after Monday, October 12, 2026, after deduction of applicable TDS.
  • The Register of Members and Share Transfer Books will remain closed from September 23, 2026, to September 29, 2026 (both days inclusive) for determining eligibility.
  • The dividend will be paid based on beneficial ownership data from NSDL and CDSL as of the close of business on September 22, 2026.

E-Voting Instructions

  • Remote e-voting will be conducted by MUFG Intime India Private Limited (formerly Link Intime India Pvt. Ltd.).
  • The remote e-voting period commences on Friday, September 25, 2026, at 9:00 AM IST and concludes on Monday, September 28, 2026, at 5:00 PM IST.
  • Shareholders holding shares as of the close of business on Tuesday, September 22, 2026 (cut-off date), are eligible to vote.
  • Detailed login instructions for shareholders holding shares in demat mode (via NSDL/CDSL) and physical mode (via InstaVote portal) are provided in the notice.

Financial Performance Context (From Explanatory Statement)

The notice includes a statement of financial performance for context in the managerial remuneration proposal:

  • FY 2025-26: Sales: ₹64,880.39 lakhs, PBT: ₹5,954.45 lakhs, PAT: ₹4,414.30 lakhs, Dividend: 25%
  • FY 2024-25: Sales: ₹65,923.04 lakhs, PBT: ₹9,042.57 lakhs, PAT: ₹6,732.68 lakhs, Dividend: 50%
  • FY 2023-24: Sales: ₹65,759.80 lakhs, PBT: ₹6,606.27 lakhs, PAT: ₹4,919.49 lakhs, Dividend: 50%
  • Exports (FY25-26): Nil in USD, ₹661.89 lakhs in INR on FOB basis.

Director Details (Seeking Re-appointment)

  • Sh. Daljeet Singh Mandhan (DIN: 02633421): Executive, Promoter Group. Holds 508,082 shares (1.70%). Last remuneration: ₹5.00 lakh PM + 15% HRA + other benefits. Expertise: Commercial Procurement.
  • Sh. Vipin Gupta (DIN: 05107366): Executive, Professional. Holds 25,016 shares (0.08%). Last remuneration: ₹7.60 lakh PM + 15% HRA + other benefits. Expertise: Taxation, Finance, Accounting.
  • Smt. Ruchica Garg Kumar (DIN: 09705909): Executive, Promoter Group. Holds 1,041,750 shares (3.49%). Last remuneration: ₹5.00 lakh PM + 15% HRA + other benefits. Expertise: Marketing.
  • Sh. Deepan Garg (DIN: 01593003): Executive, Promoter Group. Holds 901,174 shares (3.02%). Last remuneration: ₹5.00 lakh PM + 15% HRA + other benefits. Expertise: Technical (Mechanical).

Notes and Additional Information

  • The explanatory statement pursuant to Section 102(1) of the Companies Act, 2013, is annexed to the notice.
  • Members are advised to update their PAN, bank details, and contact information with their Depository Participants (for demat holdings) or the RTA, MUFG Intime India Pvt. Ltd. (for physical holdings).
  • The company has complied with SEBI circulars regarding a special window for relodging transfer requests for physical shares.
  • The notice and annual report are being sent electronically in line with the MCA's Green Initiative.
  • Unclaimed dividends for over 7 years are transferred to the Investor Education and Protection Fund (IEPF).