11th August, 2018

Dear Member,
You are cordially invited to attend the 38th Annual General Meeting of the members of Yash Papers Limited (‘the Company’) to be
held on Saturday, 22nd September, 2018 at 1:00 P.M. at Hotel Vijay Intercontinental, 10/510, Khalasi Line, Tilak Nagar, Kanpur - 208 002.
The Notice of the meeting, containing the business to be transacted is enclosed herewith. As per Section 108 of the Companies Act,
2013, read with the related Rules and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company is pleased to provide its members the facility to cast their vote by electronic means on all resolutions set forth in the
Notice. The instructions for e-voting are enclosed herewith.

Very truly yours,

Kaikobad Dorab Pudumjee

Chairman
DIN: 01594401

Enclosures:
1. Notice of the 38th Annual General Meeting (AGM)
2. Attendance slip
3. Proxy form
4. Instruction for e-voting
ANNUAL REPORT, 2017-18 | 1
 YASH PAPERS LIMITED
Regd. Office: - Flat No.202, 3A/172, Azad Nagar, Kanpur – 208 002, Uttar Pradesh
Corp. Office : Yash Nagar, Faizabad – 224 135, Uttar Pradesh
CIN – L24231UP1981PLC005294 | T: +91 5278 208900 - 01 | F: +91 5278 258062
E: info@yashpapers.com | Website: www.yashpapers.com

NOTICE

NOTICE is hereby given that the 38th Annual General “RESOLVED THAT in supersession of earlier SPECIAL BUSINESS:
Meeting of the Members of Yash Papers Limited resolution passed at 37th Annual General 4. To appoint Mr. Pradeep Vasant Dhobale
will be held on Saturday, the 22nd September, Meeting of the Company held on 2nd (DIN: 00274636) as an Independent
2018 at 01:00 P.M. at Hotel Vijay Intercontinental, September, 2017, pursuant to the provisions Director and in this regard to consider and,
Kanpur – 208002, Uttar Pradesh, India to transact of Section 139 of the Companies Act, 2013 if thought fit, to pass, following resolution
the following businesses: read with Rule 3 of the Companies (Audit and as an Ordinary Resolution:
Auditors) Rules, 2014 and pursuant to the
“RESOLVED THAT pursuant to the
ORDINARY BUSINESS recommendation of the Audit Committee
recommendation of Nomination and
1. To receive, consider and adopt the Audited of the Board of Directors, CNK & Associates
Remuneration Committee and the provisions
Profit and Loss Account for the year ended 31st LLP, Chartered Accountants, Mumbai, [Firm
of Section 149, 152 read with Schedule IV
March, 2018 and the Balance Sheet as at that Registration No. 101961W/W-100036], the
and all other applicable provisions of the
date and the Reports of the Board of Directors fresh terms & conditions for appointment of
Companies Act, 2013 and all other provisions
and the Auditors thereon. Statutory Auditors who have furnished the
of the Companies Act, 2013 and the
2. To appoint a Director in place of Mrs. Kimberly eligibility certificate under Section 141 of
Companies (Appointment and Qualification of
Ann McArthur (DIN: 05206436), who retires the Companies Act, 2013 be and is hereby
Directors) Rules, 2014 (including any statutory
by rotation at this Annual General Meeting confirmed as the Statutory Auditor of the
modification(s) or re-enactment thereof
and being eligible has offered herself for re- Company from the conclusion of ensuing
for the time being in force) and Regulation
appointment. Annual General Meeting till the conclusion
17 of the Securities and Exchange Board of
of Annual General Meeting to be held in
3. To ratify the changed terms & conditions India (Listing Obligations and Disclosure
the calendar year 2022 at a remuneration as
of appointment of CNK & Associates LLP as Requirements) Regulations, 2015, as amended,
decided by the Board from time to time plus
Statutory Auditors and fix their remuneration Mr. Pradeep Vasant Dhobale (DIN: 00274636),
out of pocket expenses incurred for traveling,
and in this regard to consider and, if thought who was appointed as an Additional and
lodging and other expenses in connection
fit, to pass, following resolution as an Ordinary Independent Director of the Company w.e.f.
with conducting the Statutory Audit.”
Resolution: 25th September, 2017, pursuant to Section

2 | ANNUAL REPORT, 2017-18

 161(1) of the Companies Act, 2013 and the 1st December, 2017, pursuant to section Director of the Company w.e.f. 19th May, 2018,
Articles of Association of the Company and 161(1) of the Companies Act, 2013 and the pursuant to section 161(1) of the Companies
who holds office up to the date of this Annual Articles of Association of the Company and Act, 2013 and the Articles of Association of
General Meeting and in respect of whom the who holds office up to the date of this Annual the Company and who holds office up to the
Company has received a notice in writing from General Meeting and in respect of whom the date of this Annual General Meeting and in
a member proposing his candidature for the Company has received a notice in writing from respect of whom the Company has received a
office of an Independent Director not liable to a member proposing his candidature for the notice in writing from a member proposing his
retire by rotation, be and is hereby appointed office of an Independent Director not liable to candidature for the office of an Independent
as an Independent Director of the Company retire by rotation, be and is hereby appointed Director not liable to retire by rotation, be
to hold office for a period of 5 consecutive as an Independent Director of the Company to and is hereby appointed as an Independent
years i.e. w.e.f. 25th September, 2017 to 24th hold office for a period of 5 consecutive years Director of the Company to hold office for
September, 2022.” i.e. w.e.f. 1st December, 2017 to 30th November, a period of 5 consecutive years i.e. w.e.f. 19th
5. To appoint Mr. Srinivas Vishnubhatla (DIN: 2022.” May, 2018 to 18th May, 2023.”
07274232) as an Independent Director of 6. To appoint Mr. Basant Kumar Khaitan (DIN: 7. To change the terms & conditions of
the Company and in this regard to consider 00459514) as an Independent Director appointment of Mr. Ved Krishna (DIN:
and if thought fit to pass the following of the Company and in this regard to 00182260) as a Managing Director of the
resolution as an Ordinary Resolution: consider and if thought fit to pass following Company and in this regard to consider and
“RESOLVED THAT pursuant to the resolution as an Ordinary Resolution: if thought fit to pass following resolution as
recommendation of Nomination and “RESOLVED THAT pursuant to the Special Resolution:
Remuneration Committee and the provisions recommendation of Nomination and “RESOLVED THAT pursuant to the
of Section 149, 152 read with Schedule IV Remuneration Committee and the provisions recommendation of Nomination and
and all other applicable provisions of the of Section 149, 152 read with Schedule IV Remuneration Committee and provisions of
Companies Act, 2013 and all other provisions and all other applicable provisions of the the Sections 196 and 197 read with Schedule
of the Companies Act, 2013 and the Companies Act, 2013 and all other provisions V and other applicable provisions, if any,
Companies (Appointment and Qualification of of the Companies Act, 2013 and the of the Companies Act, 2013 (including any
Directors) Rules, 2014 (including any statutory Companies (Appointment and Qualification of statutory modification(s) or re-enactment
modification(s) or re-enactment thereof Directors) Rules, 2014 (including any statutory thereof for the time being in force) and
for the time being in force) and Regulation modification(s) or re-enactment thereof for the applicable provisions of the Securities and
17 of the Securities and Exchange Board of time being in force) and Regulation 17 of the Exchange Board of India (Listing Obligations
India (Listing Obligations and Disclosure Securities and Exchange Board of India (Listing and Disclosure Requirements) Regulations,
Requirements) Regulations, 2015, as amended, Obligations and Disclosure Requirements) 2015, as amended and such other approvals
Mr. Srinivas Vishnubhatla (DIN: 07274232), Regulations, 2015, as amended, Mr. Basant as may be necessary, the terms & conditions
who was appointed as an Additional and Kumar Khaitan (DIN: 00459514), who was of appointment of Mr. Ved Krishna (DIN:
Independent Director of the Company w.e.f. appointed as an Additional and Independent 00182260) who was appointed as Managing

ANNUAL REPORT, 2017-18 | 3

 Director w.e.f. 1st August, 2017 for a period of Company and encashment of leave at the Directors of the Company be and are hereby
3 years in the Annual General Meeting held on end of his tenure shall not be included authorized to vary, modify or alter the terms
2nd September, 2017, be and is hereby revised in the computation of limits for the & conditions of said re-appointment as it may
w.e.f. 1st August, 2018: remuneration or perquisites aforesaid. deem fit and as may be acceptable to Mr. Ved
(a) Basic Salary: Rs. 5,40,000/- per month. (h) Minimum Remuneration: If in any Krishna in compliance with Schedule V of the
Increment will be effective from 1st accounting year, the Company has no Companies Act, 2013 and other applicable
June each year. However, the Board may profits or its profits are inadequate or in provisions and laws, if any. However, in case
increase the salary as may deem fit. any case remuneration by way of salary, of loss or inadequacy of profit, the minimum
perquisites and other allowances will be remuneration as per Schedule V of the
(b) Variable Dearness Allowance (V.D.A.):
subject to the ceilings set out in Schedule Companies Act, 2013 shall be paid”
As applicable for the employees of the
Company from time to time. V of the Companies Act, 2013. “RESOLVED FURTHER THAT the Board of
(i) Leave: On full pay and allowances, as per Directors and Company Secretary of the
(c) Production Incentive: As per applicable
rules of the Company. Encashment of leave Company be and is hereby authorized to
scheme for the employees of the Company
shall not be included in the computation all acts and take all such steps as necessary,
from time to time.
of the ceiling on perquisites. proper or expedient to give effect to this
(d) House Rent Allowance: As per applicable
resolution”
scheme for the employees of the Company (j)
Reimbursement of Expenses: Mr.
Ved Krishna shall also be entitled to 8. To change the terms & conditions of
from time to time.
reimbursement of entertainment, appointment of Mr. Jagdeep Hira (DIN:
(e) Tea: As per applicable scheme for the
travelling, hotel and other expenses 07639849) as a Joint Managing Director &
employees of the Company from time to
actually incurred by him in performance of CEO of the Company and in this regard to
time.
the duties on behalf of the Company. consider and if thought fit to pass following
(f) Perquisites: In addition to the above, Mr. resolution as Special Resolution:
(k) Other Benefits: Any other benefits,
Ved Krishna, subject to prior approval of
facilities, allowances and expenses may be “RESOLVED THAT pursuant to the
the Board of Directors shall be entitled
allowed under Company rules/schemes recommendation of Nomination and
to perquisites like house maintenance
and available to other employees. Remuneration Committee and provisions of
allowance, together with utilities such
the Sections 196 and 197 read with Schedule
as gas, electricity, water, furnishing and (l) Sitting Fees: No sitting fees will be paid
V and other applicable provisions, if any, of the
repairs; medical reimbursement leave for attending the meetings of the Board of
Companies Act, 2013 (including any statutory
travel concession for himself and his Directors of the Company or Committees
modification(s) or re-enactment thereof for the
family, club fees, medical insurance etc. thereof.
time being in force) and applicable provisions
(g) Provident Fund: Company’s contribution (m) Allowance: Payment of all the allowances
of the Securities and Exchange Board of
to Provident Fund to the extent are including production incentive as
India (Listing Obligations and Disclosure
not taxable under the Income Tax Act, applicable from time to time.
Requirements) Regulations, 2015, as amended
1961, gratuity payable as per rules of the “RESOLVED FURTHER THAT the Board of and such other approvals as may be necessary,

4 | ANNUAL REPORT, 2017-18

the terms & conditions of appointment of not taxable under the Income Tax Act, “RESOLVED FURTHER THAT the Board of
Mr. Jagdeep Hira (DIN: 07639849) who was 1961, gratuity payable as per rules of the Directors of the Company be and are hereby
appointed as Joint Managing Director & CEO Company and encashment of leave at the authorized to vary, modify or alter the terms
w.e.f. 21st July, 2017 for a period of 3 years end of his tenure shall not be included & conditions of said re-appointment as it may
in the Annual General Meeting held on 2nd in the computation of limits for the deem fit and as may be acceptable to Mr.
September, 2017, be and is hereby revised remuneration or perquisites aforesaid. Jagdeep Hira in compliance with Schedule V of
w.e.f. 1st August, 2018: (h) Minimum Remuneration: If in any the Companies Act, 2013 and other applicable
(a) Basic Salary: Rs 4,34,432/- per month. accounting year, the Company has no provisions and laws, if any. However, in case
Increment will be effective from 1st profits or its profits are inadequate or in of loss or inadequacy of profit, the minimum
June each year. However, the Board may any case remuneration by way of salary, remuneration as per Schedule V of the
increase the salary as may deem fit. perquisites and other allowances will be Companies Act, 2013 shall be paid”
(b) Variable Dearness Allowance (V.D.A.): subject to the ceilings set out in Schedule “RESOLVED FURTHER THAT the Board of
As applicable for the employees of the V of the Companies Act, 2013. Directors and Company Secretary of the
Company from time to time. (i) Leave: On full pay and allowances, as per Company be and is hereby authorized to
rules of the Company. Encashment of leave all acts and take all such steps as necessary,
(c) Production Incentive: As per applicable
shall not be included in the computation proper or expedient to give effect to this
scheme for the employees of the Company
of the ceiling on perquisites. resolution”
from time to time.
(j) Reimbursement of Expenses: Mr. Jagdeep 9. To re-appointment Mr. Narendra Kumar
(d) House Rent Allowance: As per applicable
Hira shall also be entitled to reimbursement Agrawal (DIN: 05281887) as Director Works
scheme for the employees of the Company
of entertainment, travelling, hotel and of the Company on fresh terms & conditions
from time to time.
other expenses actually incurred by him in and in this regard to consider and if thought
(e) Tea: As per applicable scheme for the
performance of the duties on behalf of the fit to pass following resolution as Special
employees of the Company from time to time.
Company. Resolution:
(f) Perquisites: In addition to the above, Mr.
(k) Other Benefits: Any other benefits, “RESOLVED THAT pursuant to the
Jagdeep Hira, subject to prior approval
facilities, allowances and expenses may be recommendation of Nomination and
of the Board of Directors shall be entitled
allowed under Company rules/schemes Remuneration Committee and provisions of
to perquisites like house maintenance
and available to other employees. the Sections 196 and 197 read with Schedule
allowance, together with utilities such
V and other applicable provisions, if any, of the
as gas, electricity, water, furnishing and (l) Sitting Fees: No sitting fees will be paid for
Companies Act, 2013 (including any statutory
repairs; medical reimbursement leave attending the meetings of the Board of Directors
modification(s) or re-enactment thereof for the
travel concession for himself and his of the Company or Committees thereof.
time being in force) and applicable provisions
family, club fees, medical insurance etc. (m) Allowance: Payment of all the allowances
of the Securities and Exchange Board of
(g) Provident Fund: Company’s contribution including production incentive as
India (Listing Obligations and Disclosure
to Provident Fund to the extent are applicable from time to time.
Requirements) Regulations, 2015, as amended

ANNUAL REPORT, 2017-18 | 5

 and such other approvals as may be necessary, fees, medical insurance etc. of the Company or Committees thereof.
Mr. Narendra Kumar Agrawal (DIN: 05281887) (g) Provident Fund: Company’s contribution (m) Allowance: Payment of all the allowances
who was appointed as Director Works w.e.f. to Provident Fund to the extent are including production incentive as
24th July, 2015 for a period of 3 years in the not taxable under the Income Tax Act, applicable from time to time.
36th Annual General Meeting held on 30th 1961, gratuity payable as per rules of the “RESOLVED FURTHER THAT remuneration
July, 2016, be and is hereby re-appointed as Company and encashment of leave at the paid from 1st June, 2017 to 31st July, 2018 to
Director Works (Wholetime Director) of the end of his tenure shall not be included Mr. Narendra Kumar Agrawal in pursuance
Company for a period of 3 years w.e.f. 24th in the computation of limits for the of the recommendation of the Nomination
July, 2018 on the following remuneration and remuneration or perquisites aforesaid. Remuneration Committee and resolution of the
terms & conditions:-
(h) Minimum Remuneration: If in any Board, be and is hereby approved.”
(a) Basic Salary: Rs. 1,70,686/- per month. accounting year, the Company has no “RESOLVED FURTHER THAT the Board of
Increment will be effective from 1st profits or its profits are inadequate or in Directors of the Company be and are hereby
June each year. However, the Board may any case remuneration by way of salary, authorized to vary, modify or alter the terms
increase the salary as may deem fit. perquisites and other allowances will be & conditions of said re-appointment as it may
(b) Variable Dearness Allowance (V.D.A.): subject to the ceilings set out in Schedule deem fit and as may be acceptable to Mr.
As applicable for the employees of the V of the Companies Act, 2013. Narendra Kumar Agrawal in compliance with
Company from time to time. (i) Leave: On full pay and allowances, as per Schedule V of the Companies Act, 2013 and
(c) Production Incentive: As per applicable rules of the Company. Encashment of leave other applicable provisions and laws, if any.
scheme for the employees of the Company shall not be included in the computation However, in case of loss or inadequacy of profit,
from time to time. of the ceiling on perquisites. the minimum remuneration as per Schedule V
(d) House Rent Allowance: As per applicable (j)
Reimbursement of Expenses: Mr. of the Companies Act, 2013 shall be paid”
scheme for the employees of the Company Narendra Kumar Agrawal shall also “RESOLVED FURTHER THAT the Board of
from time to time. be entitled to reimbursement of Directors and Company Secretary of the
(e) Tea: As per applicable scheme for the entertainment, travelling, hotel and other Company be and is hereby authorized to all
employees of the Company from time to time. expenses actually incurred by him in acts and take all such steps as necessary, proper
performance of the duties on behalf of the or expedient to give effect to this resolution”
(f) Perquisites: In addition to the above, Mr.
Company. 10. To re-appoint Mr. Kaikobad Dorab Pudumjee
Narendra Kumar Agrawal, subject to prior
approval of the Board of Directors shall be (k) Other Benefits: Any other benefits, (DIN: 01594401) as an Independent
entitled to perquisites like house maintenance facilities, allowances and expenses may be Director and in this regard to consider and,
allowance, together with utilities such allowed under Company rules/schemes if thought fit, to pass, following resolution
as gas, electricity, water, furnishing and and available to other employees. as a Special Resolution:
repairs, medical reimbursement leave travel (l) Sitting Fees: No sitting fees will be paid for “RESOLVED THAT pursuant to the provisions
concession for himself and his family, club attending the meetings of the Board of Directors of Sections 149 and 152 read with Schedule

6 | ANNUAL REPORT, 2017-18

 IV and other applicable provisions, if any, of provisions of the Securities and Exchange Board as an Independent Director up to 31st March,
the Companies Act, 2013 and the Companies of India (Listing Obligations and Disclosure 2019 and being eligible for second term, and in
(Appointment and Qualification of Directors) Requirements) Regulations, 2015, as amended, respect of whom the Company has received a
Rules, 2014 (including any statutory Dr. Indroneel Banerjee (DIN: 06404397), notice in writing from a member proposing his
modification(s) or re-enactment(s) thereof, aged 44 years, who was appointed as an candidature for the office of an Independent
for the time being in force) and the applicable Independent Director and who holds office Director, be and is hereby re-appointed as an
provisions of the Securities and Exchange Board as an Independent Director up to 31st March, Independent Director of the Company, not
of India (Listing Obligations and Disclosure 2019 and being eligible for second term, and in liable to retire by rotation and to hold office for
Requirements) Regulations, 2015, as amended, respect of whom the Company has received a a second term of 5 (five) consecutive years, i.e.
Mr. Kaikobad Dorab Pudumjee (DIN: 01594401), notice in writing from a member proposing his up to 31st March, 2024.”
aged 75 years, who was appointed as an candidature for the office of an Independent 13. To re-appoint Mr. Jaideep Narain Mathur
Independent Director and who holds office Director, be and is hereby re-appointed as an (DIN: 06560639) as an Independent Director
as an Independent Director up to 31st March, Independent Director of the Company, not and in this regard, pass the following
2019 and being eligible for second term and in liable to retire by rotation and to hold office for resolution as a Special Resolution:
respect of whom the Company has received a a second term of 5 (five) consecutive years, i.e.
“RESOLVED THAT pursuant to the provisions
notice in writing from a member proposing his up to 31st March, 2024.”
of Sections 149 and 152 read with Schedule
candidature for the office of an Independent 12. To re-appoint Mr. Gyanendra Nath Gupta IV and other applicable provisions, if any, of
Director, be and is hereby re-appointed as an (DIN: 00027502) as an Independent Director the Companies Act, 2013 and the Companies
Independent Director of the Company, not and in this regard, pass the following (Appointment and Qualification of Directors)
liable to retire by rotation and to hold office for resolution as a Special Resolution: Rules, 2014 (including any statutory
a second term of 5 (five) consecutive years, i.e.
“RESOLVED THAT pursuant to the provisions modification(s) or re-enactment(s) thereof,
up to 31st March, 2024.”
of Sections 149 and 152 read with Schedule for the time being in force) and the applicable
11. To re-appoint Dr. Indroneel Banerjee (DIN: IV and other applicable provisions, if any, of provisions of the Securities and Exchange Board
06404397) as an Independent Director and the Companies Act, 2013 and the Companies of India (Listing Obligations and Disclosure
in this regard, pass the following resolution (Appointment and Qualification of Directors) Requirements) Regulations, 2015, as amended,
as a Special Resolution: Rules, 2014 (including any statutory Mr. Jaideep Narain Mathur (DIN: 06560639),
“RESOLVED THAT pursuant to the provisions modification(s) or re-enactment(s) thereof, aged 55 years, who was appointed as an
of Sections 149 and 152 read with Schedule for the time being in force) and the applicable Independent Director and who holds office
IV and other applicable provisions, if any, of provisions of the Securities and Exchange Board as an Independent Director up to 31st March,
the Companies Act, 2013 and the Companies of India (Listing Obligations and Disclosure 2019 and being eligible for second term, and in
(Appointment and Qualification of Directors) Requirements) Regulations, 2015, as amended, respect of whom the Company has received a
Rules, 2014 (including any statutory Mr. Gyanendra Nath Gupta (DIN: 00027502), notice in writing from a member proposing his
modification(s) or re-enactment(s) thereof, aged 87 years, who was appointed as an candidature for the office of an Independent
for the time being in force) and the applicable Independent Director and who holds office Director, be and is hereby re-appointed as an

ANNUAL REPORT, 2017-18 | 7

 Independent Director of the Company, not March, 2019 and in this regard to consider RESOLVED FURTHER THAT the Board of
liable to retire by rotation and to hold office for and if thought fit to pass the following Directors of the Company be and is hereby
a second term of 5 (five) consecutive years, i.e. resolution as an Ordinary Resolution: authorised to do all acts and take all such steps
up to 31st March, 2024.” “RESOLVED THAT pursuant to the provisions of as may be necessary, proper or expedient to
14. To re-appoint Mr. Atul Kumar Gupta (DIN: Section 148 and other applicable provisions, give effect to this resolution.”
01734070) as an Independent Director and if any, of the Companies Act, 2013 and rules
in this regard, pass the following resolution made thereunder (including any statutory By Order of the Board
as a Special Resolution: modification(s) or re-enactment thereof, for
“RESOLVED THAT pursuant to the provisions the time being in force), the company hereby
of Sections 149 and 152 read with Schedule ratifies the remuneration of Rs. 50,000/- plus
IV and other applicable provisions, if any, of out of pocket expenses be payable to Mr.
the Companies Act, 2013 and the Companies Rakesh Misra, Cost Accountant, of Kanpur Sachin Kumar Srivastava
(Appointment and Qualification of Directors) who was appointed as the Cost Auditor by the Company Secretary & Head Legal
Rules, 2014 (including any statutory Board of Directors of the Company, to conduct
the audit of the cost records of the Company Camp : Lucknow
modification(s) or re-enactment(s) thereof,
for the time being in force) and the applicable for the financial year ending 31st March, 2019. Date : 11th August, 2018
provisions of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Route Map of the AGM Venue
Requirements) Regulations, 2015, as amended,

ve
er A
Mr. Atul Kumar Gupta (DIN: 01734070),

ng
aged 67 years, who was appointed as an

alli
nW
Independent Director and who holds office St.

Joh
ng
as an Independent Director up to 31st March, Phool
iti
Wh

Ja
2019 and being eligible for second term, and in Mati Mandir

m
ain

es
Mo
respect of whom the Company has received a nro
t
Cap

St.
notice in writing from a member proposing his Vijay
NIKE Intercontinental

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candidature for the office of an Independent

Av
Saun

en
Director, be and is hereby re-appointed as an
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ders

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er A

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Independent Director of the Company, not Vic

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alli

liable to retire by rotation and to hold office for

Saun

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a second term of 5 (five) consecutive years, i.e. St
Jho

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ders

ep
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up to 31st March, 2024.”

en Av
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St.

lve e
15. To approve the remuneration of the Cost rA Jam

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ve
Auditors for the financial year ending 31st

8 | ANNUAL REPORT, 2017-18

NOTES: the Members, separately. 6. Members are requested to bring their
1. A MEMBER ENTITLED TO ATTEND AND VOTE 3. Corporate members intending to send attendance slip along with their copy of
AT THE ANNUAL GENERAL MEETING (THE their authorised representatives to attend Annual Report to the Meeting.
“MEETING”) IS ENTITLED TO APPOINT A the Meeting are requested to send to the 7. In case of joint holders attending the Meeting,
PROXY OR PROXIES TO ATTEND AND VOTE Company a certified copy of the Board only such joint holder who is higher in the
ON A POLL INSTEAD OF HIMSELF/HERSELF Resolution authorising their representative order of names will be entitled to vote.
AND SUCH A PROXY/PROXIES NEED NOT BE together with the specimen signature(s) of 8. Members/ Proxies should fill the Attendance
A MEMBER OF THE COMPANY. the representative authorised under the said Slip for attending the Meeting. Members
A person can act as a proxy on behalf of Board Resolution to attend and vote on their who hold shares in dematerialized form are
members not exceeding fifty (50) and holding behalf at the Meeting. requested to bring their client ID and DP ID
in aggregate not more than 10% of the total 4. In terms of Section 152 of the Companies numbers for easy identification for attendance
share capital of the Company carrying voting Act, 2013, Mrs. Kimberly Ann McArthur (DIN: at the Meeting.
rights. In case a proxy is proposed to be 05206436) Non-Independent Director (Promoters’ 9. Relevant documents referred to in the
appointed by a member holding more than Group), retires by rotation at the ensuing Annual accompanying Notice and the Statement
10% of the total share capital of the Company General Meeting and being eligible, offers herself pursuant to Section 102(1) of the Companies
carrying voting rights may appoint a single for re-appointment. The Board of Directors of Act, 2013, will be available for inspection at
proxy and, then such proxy shall not be act as the Company commends her respective re- the Registered Office of the Company on
a proxy for any other person or shareholder. appointment. Brief resume of Directors including all working days, except Saturdays, during
The instrument appointing a proxy should, those proposed to be re-appointed, nature of business hours up to the date of 38th Annual
however, be deposited at the registered their expertise in specific functional areas, names General Meeting of the Company.
office of the company not less than 48 hours of companies in which they hold directorships
10. The Company has notified closure of Register
before the commencement of the meeting. and memberships / chairmanships of Board
of Members and Share Transfer Books of the
The holder of proxy shall prove his identity at Committees, shareholding and relationships
Company from Saturday, 15th September, 2018
the time of attending the meeting. between Directors inter-se as stipulated under the
to Saturday, 22nd September, 2018 (both days
2. The business set out in the Notice will be Securities and Exchange Board of India (Listing
inclusive).
transacted through electronic voting system Obligation Disclosure Requirements) Regulations,
11. Members holding shares in electronic form are
and the Company is providing facility for 2015, are provided in the Corporate Governance
requested to intimate immediately any change
voting by electronic means. Instructions Report forming part of the Annual Report.
in their address/ email addresses or Bank
and other information relating to e-voting 5. A Statement pursuant to Section 102(1) of the
mandates to their Depository Participants
are given in this Notice under Note No.22. Companies Act, 2013, relating to the Special
with whom they are maintaining their demat
The Company will also send communication Business to be transacted at the Meeting is
accounts. Members holding shares in physical
relating to remote e-voting which inter-alia annexed hereto.
form are requested to inform the change of
would contain details about User ID and
their registered address to our Registrar and
password along with a copy of this Notice to

ANNUAL REPORT, 2017-18 | 9

 Transfer Agent (RTA), Skyline Financial Services as per provisions of the Companies Act, 2013 in 22. In accordance with provisions of Section
Private Limited at its D-153 A, 1st Floor, Okhla respect of their shareholding in the Company. 108 of the Companies Act, 2013 read with
Industrial Area, Phase - I, New Delhi - 110020 The nomination Form No.SH-13 can be Rule 20 of the Companies (Management and
by quoting their folio number. downloaded from the Company’s website www. Administration) Rules, 2014 the business
12. Pursuant to provisions of Section 125 of the yashpapers.com under the section ‘Investor’. may be transacted through electronic voting
Companies Act, 2013, No dividends and 18. Members who hold shares in physical form system and the company is pleased to provide
Public Issue Refund etc. are remaining unpaid/ in multiple folios in identical names or joint the facility for voting by electronic means
unclaimed for a period of 7 years from the holding in the same order of names are (“e-voting”) to its members. The Company has
date of transfer of the same to the Company’s requested to send the share certificates to engaged the services of National Securities
unpaid dividend account or Unpaid Public Skyline Financial Services Private Limited, for Depository Limited (“NSDL”) to provide e-voting
Issue Refund account, hence no transfer consolidation into a single folio. facilities and for security and enabling the
will be made to the Investor Education and members to cast their vote in a secure manner.
19. cs@yashpapers.com has been designated
Protection Fund (IEPF Fund) established by the for the purpose of registering complaints The instructions for the shareholders for
Central Government. by investor, pursuant to the SEBI (Listing e-voting are as under:
13. The Company’s Equity Shares are listed at BSE Obligations and Disclosure Requirements) A. In case of Shareholders receiving e-mail
Limited, Phiroze Jeejeebhoy Towers, Dalal Regulations, 2015. from NSDL:
Street, MUMBAI- 400001. 20. Members who have not registered their i) Open email and open the PDF file viz,
14. Members desirous of obtaining any information e-mail addresses so far are requested to “YPL e-voting.pdf” with your client ID
with regard to the Annual Reports, are requested register their e-mail address for receiving or Folio No. as password. The said PDF
to write to the Company’s Corporate Office at all the communication including Annual file contains user ID and password
Faizabad at least ten days before the date of Report, Notices, Circulars, etc. from the for e-voting. Please note that the
Annual General Meeting so that the information Company electronically. password is an initial password;
can be made available at the meeting. 21. The Securities and Exchange Board of India ii) Launch internet browser by typing the
15. The Company has been allotted ISIN (SEBI) has mandated the submission of following URL: https://www.evoting.
INE551D01018. Members are requested to Permanent Account Number (PAN) by every nsdl.com/;
approach their DPs for dematerialisation of participant in securities market. Members iii) Click on Shareholder – Login;
equity shares of the Company. holding shares in electronic form are,
iv) Enter user ID and password as initial
16. All material documents referred to in notice therefore, requested to submit their PAN to
password noted in step (i) above. Click
are open for inspection by the members on all their Depository Participants with whom
Login;
working days between 11:00 AM to 1:00 PM at they are maintaining their demat accounts.
v) Password change menu appears.
the Registered Office of the Company. Members holding shares in physical form
Change the password with the new
can submit their PAN details to the Company
17. Members holding shares in single name and password of your choice with minimum
/ Skyline Financial Services Private Limited.
physical form are advised to make nomination 8 digits/characters or combination
(Registrar and Share Transfer Agent).
10 | ANNUAL REPORT, 2017-18
 thereof. Note the new password. It is i) User ID and Password is provided at 27. The Scrutinizer shall, immediately after the
strongly recommended not to share the top of the attendance sheet. conclusion of voting at the AGM, first count the
your password with any other person ii) Please follow all steps from Sl.No. (ii) to vote caste at the meeting, thereafter unblock
and take utmost care to keep your Sl. No. (xii) above, to cast vote. the votes cast through remote e-voting in
password confidential; the presence of at least two witnesses not in
23. In case of any queries, you may refer the
vi) Home Page of e-Voting opens. Click on employment of the Company and make, not
Frequently Asked Questions (FAQs) for
e-Voting: Active EVoting Cycles; later than 48 hours of the conclusion of the
Shareholders and e-voting user manual for
meeting, a consolidated Scrutinizer’s Report
vii) Select “EVEN” of Yash Papers Limited; Shareholders available at the Downloads
of the votes cast in favour of or against, if
viii) Now you are ready for e-voting as Cast section of www.evoting.nsdl.com.
any, to the Chairman of the Company or the
Vote page opens; 24. If you are already registered with NSDL for
person authorized by him in writing who
ix) Cast your vote by selecting appropriate e-voting then you can use your existing user
shall countersign the same and Chairman or
option and click on “Submit” and also ID and password/ PIN for casting your vote.
the person authorized by him in writing shall
“Confirm” when prompted; 25. It may be noted that this e-voting facility is declare the result of the voting forthwith.
x) Upon confirmation, the message “Vote optional. The e-voting facility will be available
28. The results declared alongwith Scrutinizer’s
cast successfully” will be displayed; at the link https://www.evoting.nsdl.com
Report shall be placed on the Company’s
during the following voting period:
xi) Once you have voted on the resolution, you website www.yashpapers.com and on the
will not be allowed to modify your vote; Commencement of e-voting: From 9.00 a.m. website of NSDL immediately after the result
IST on 19th September, 2018 is declared by the Chairman and communicate
xii) For the votes to be considered valid,
the Institutional shareholders ( other End of e-voting: Upto 5.00 p.m. IST on 21st the same to the BSE Limited, Mumbai.
than individuals, HUF, NRI etc.) are September, 2018
required to send scanned copy (PDF/ E-Voting shall not be allowed beyond 5.00 p.m. of By Order of the Board
JPG Format) of the relevant Board 21st September, 2018. During the e-voting period,
Resolution/ Authority letter etc. Shareholders of the Company, holding shares as
together with attested specimen on the cut-off date (record date) 17th September,
signature of the duly authorized 2018 either in physical form or in dematerialized
signatory(ies) who are authorized to form may cast their vote electronically.
vote, to the Scrutinizer through e-mail Sachin Kumar Srivastava
26. The Company has appointed Mr. Adesh Tandon,
at cs@yashpapers.com with a copy Company Secretary & Legal Head
Practicing Company Secretary (Membership
marked to evoting@nsdl.co.in No.F2253 and Certificate of Practice No.1121),
Camp : Lucknow
B. In case of Shareholders who have not as ‘Scrutinizer’ for conducting the e-voting
Date : 11th August, 2018
registered their e-mail Id and will be process for the Annual General Meeting in a
receiving physical copy of the Notice of fair and transparent manner.
AGM:

ANNUAL REPORT, 2017-18 | 11

EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013 (“the Act”)

ITEM NO. 4 ITEM NO. 5 (CFE), Certified Internal Auditor (CIA) and a Certified
The Board of Directors in its meeting held on 25th The Board of Directors in its meeting held on 1st Information Systems Security Professional (CISSP).
September, 2017, approved the appointment December, 2017, approved the appointment of None of the Directors / Key Managerial Personnel
of Mr. Pradeep Vasant Dhobale as an Additional Mr. Srinivas Vishnubhatla (DIN: 07274232) as an of the Company and their relatives are, in any way,
Director (Independent) of the Company w.e.f. Additional Director of the Company. The details concerned or interested, financially or otherwise,
25th September, 2017. The details of Mr. Pradeep of Mr. Srinivas Vishnubhatla as required to be in the resolution set out at Item No.5 of the Notice.
Vasant Dhobale as required to be given pursuant given pursuant to the Listing Regulations and the The Board commends the Ordinary Resolution set out at
to the Listing Regulations and the Secretarial Secretarial Standards, are as under: Item No.5 of the Notice for approval by the shareholders.
Standards, are as under: Mr. Srinivas Vishnubhatla is a graduate of India’s
Mr. Pradeep Dhobale is a Director & Operating premier defense academy with a wide range of ITEM NO. 6
Partner in Springforth Investment Managers Pvt people, process and technology skills and experience The Board of Directors in its meeting held on 19th
Ltd.  He is actively involved in angel investing and in assisting global firms manage risks of globalization, May, 2018, approved the appointment of Mr. Basant
start-up mentoring inter alia through Hyderabad digitization, and complex regulations. Over the last 14 Kumar Khaitan (DIN: 00459514) as an Additional
Angels. An alumnus of IIT, Bombay, Pradeep years, he had assisted clients preventing, detecting Director of the Company w.e.f. 19th May, 2018. The
Dhobale was a Wholetime Director of ITC and responding to incidents and allegations of fraud, details of Mr. Basant Kumar Khaitan as required to
Limited, (a Conglomerate with over 8 billion US corruption, money laundering and other financial be given pursuant to the Listing Regulations and
$ in revenues), since January, 2011.  He retired misconduct. These engagements span clients in the Secretarial Standards, are as under:
in December 2015.  He held the responsibility a range of industries in USA and several emerging Mr. Basant Kumar Khaitan is the Managing Director
for FMCG businesses of ITC viz Foods, Personal markets of Asia and Africa. of W M W Metal Fabrics Limited. Mr. Basant Kumar
Care, Cigarettes, etc. Prior to this, he held charge Prior to his stint KPMG, Mr. Srinivas held various Khaitan has rich experience of over four decades
for Paperboards & Specialty Papers and Packaging operational and market facing leadership roles in the manufacture of engineering products
Businesses of ITC, and also represented the in a boutique forensic firm in India, Singapore for paper and jute industry. He has also been
Finance & IT Functions on the ITC Board.    and USA. Srinivas had also served for 13 years in associated with various other companies.
None of the Directors / Key Managerial Personnel various leadership positions in a combat arm and None of the Directors / Key Managerial Personnel
of the Company and their relatives are, in any way, honorably retired from the Indian Army. He was of the Company / their relatives are, in any way,
concerned or interested, financially or otherwise, seconded from USA Forensic practice to South concerned or interested, financially or otherwise,
in the resolution set out at Item No.4 of the Notice. Africa to assist in building up the anti-bribery and in the resolution set out at Item No.6 of the Notice.
The Board commends the Ordinary Resolution set corruption service line. Mr. Srinivas had a post
The Board commends the Ordinary Resolution set
out at Item No.4 of the Notice for approval by the graduate diploma in international trade from
out at Item No.6 of the Notice for approval by the
shareholders. Symbiosis Institute of Management Studies, has
shareholders.
held the certifications of Certified Fraud Examiner

12 | ANNUAL REPORT, 2017-18

ITEM NO. 7 None of the Directors / Key Managerial Personnel of the Act, 2013 for the revision in terms and conditions
The Board of Directors in its meeting held on 21 July,
st Company and their relatives are, in any way, concerned of the appointment including remuneration of
2017, approved the appointment of Mr. Ved Krishna or interested, financially or otherwise, in the resolution Mr. Jagdeep Hira, Joint Managing Director & CEO
(DIN: 00182260) as Managing Director of the Company set out at Item No.7 of the Notice. of the Company but in no circumstances the
and further his appointment was approved by the The Board commends the Special Resolution set out at remuneration shall exceed the remuneration as
shareholders at the 37th Annual General Meeting of the Item No.7 of the Notice for approval by the shareholders. laid down in Schedule V of Companies Act, 2013.
Company held on 2nd September, 2017. None of the Directors / Key Managerial Personnel
ITEM NO.8 of the Company and their relatives are, in any way,
The Board of Directors in its meeting held on
19th May, 2018 has subject to the approval of The Board of Directors in its meeting held on concerned or interested, financially or otherwise,
the Members, revised the terms and conditions 21st July, 2017, approved the appointment of Mr. in the resolution set out at Item No.8 of the Notice.
of the appointment including the remuneration Jagdeep Hira (DIN: 07639849) as Joint Managing The Board commends the Special Resolution set out at
as recommended by the Nomination and Director & CEO of the Company and further his Item No.8 of the Notice for approval by the shareholders.
Remuneration Committee of the Board. The appointment was approved by the shareholders at
details of Mr. Ved Krishna as required to be given the 37th Annual General Meeting of the Company ITEM NO.9
pursuant to the Listing Regulations and Secretarial held on 2nd September, 2017. Mr. Narendra Kumar Agrawal was appointed as
Standards are given in annexure to this notice. The Board of Directors in its meeting held on Director Works (Whole-time Director) w.e.f. 24th July,
Mr. Ved Krishna is an eternal optimist. Nothing 19th May, 2018 has subject to the approval of 2015 for the period of 3 years. The term of office of
seems to bring him down. We have faced numerous the Members, revised the terms and conditions Mr. Narendra Agrawal expired on 24th July, 2018.
hurdles during his stewardship and he just keeps of the appointment including the remuneration The Board of Directors in its meeting held on
going. He has a keen strategic mind and is always as recommended by the Nomination and 19th May, 2018, approved the re-appointment
in search for innovative ways for building business. Remuneration Committee of the Board. The of Mr. Narendra Kumar Agrawal as Director Works
He has been with the organization for over 14 details of Mr. Jagdeep Hira as required to be given (Whole-time Director) of the Company, subject to
years and has grown the company over 4 times. pursuant to the Listing Regulations and Secretarial the approval of shareholders at their meeting.
We continue to have great plans for the future that Standards are given in annexure to this notice.
The remuneration of Mr. Narendra Kumar Agrawal
are drawn with his guidance and he continuously Mr. Jagdeep has lived and breathed paper most of was approved by Nomination & Remuneration
enthuses the team to achieve more and more. his working life. He has run all kinds of machines and Committee in their meeting held on 19th May, 2018
It is proposed to seek approval of the Members u/s developed numerous grades of papers. He has worked and subsequently by the Board in its meeting held
196 and 197 read with schedule V to the Companies in different kind of companies and environments and on 19th May, 2018. The remuneration shall be such as
Act, 2013 for the revision in terms and conditions has also had great international exposure. He loves to prescribed in the resolution but in no circumstances
of the appointment including remuneration of Mr. build organisations taking the team along with him. shall exceed the remuneration as laid down in
Ved Krishna, Managing Director of the Company He is able to understand, grasp resolve issues due to Schedule V of Companies Act, 2013. The details of
but in no circumstances the remuneration shall his deep involvement with the process. Mr. Narendra Kumar Agrawal as required to be given
exceed the remuneration as laid down in Schedule It is proposed to seek approval of the Members u/s pursuant to the Listing Regulations and Secretarial
V of Companies Act, 2013. 196 and 197 read with schedule V to the Companies Standards are given in annexure to this notice.
ANNUAL REPORT, 2017-18 | 13
Yash Papers is blessed to benefit from Narendra’s Agreement with the stock exchanges. They hold office Obligations and Disclosure Requirements)
eighteen years of rich experience in projects.  His as Independent Directors of the Company up to 31st Regulations, 2015 (“Listing Regulations”) inter
skills have enabled Yash to minimize downtime, March, 2019 (“first term” in line with the explanation to alia prescribe that an independent director of a
enhance production operations, and improve Sections 149(10) and 149(11) of the Act). company shall meet the criteria of independence
operational efficiencies. He has a Bachelor of The Nomination and Remuneration Committee as provided in Section 149(6) of the Act.
Engineering (Mechanical) from MNREC Allahabad of the Board of Directors, on the basis of report Section 149(10) of the Act provides that an
in year 1993. In his personal time he enjoys reading of performance evaluation of Independent independent director shall hold office for a term
and organizing for the care of children and elderly. Directors has recommended re-appointment of up to five consecutive years on the Board and
It is proposed to seek approval of the Members u/s of Mr. Kaikobad Dorab Pudumjee, Dr. Indroneel shall be eligible for re-appointment on passing a
196 and 197 read with schedule V to the Companies Banerjee, Mr. Gyanendra Nath Gupta, Mr. Jaideep special resolution by the company and disclosure
Act, 2013 for the revision in terms and conditions Narain Mathur and Mr. Atul Kumar Gupta as of such appointment in its Board’s report. Section
of the appointment including remuneration of Independent Directors for a second term of 5 (five) 149(11) provides that an independent director
Mr. Narendra Kumar Agrawal, Director Works years on the Board of the Company. may hold office for up to two consecutive terms.
of the Company but in no circumstances the The Board, based on the performance Mr. Kaikobad Dorab Pudumjee, Dr. Indroneel
remuneration shall exceed the remuneration as evaluation of Independent Directors and as Banerjee, Mr. Gyanendra Nath Gupta, Mr. Jaideep
laid down in Schedule V of Companies Act, 2013. per the recommendation of the Nomination Narain Mathur and Mr. Atul Kumar Gupta are not
None of the Directors / Key Managerial Personnel and Remuneration Committee, considers that, disqualified from being appointed as Directors in
of the Company / their relatives are, in any way, given their background and experience and terms of Section 164 of the Companies Act, 2013
concerned or interested, financially or otherwise, contributions made by them during their tenure, and have given their consent to act as Directors.
in the resolution set out at Item No.9 of the Notice. the continued association of Mr. Kaikobad Dorab The Company has received notices in writing from
The Board commends the Special Resolution set Pudumjee, Dr. Indroneel Banerjee, Mr. Gyanendra members under Section 160 of the Companies
out at Item No.9 of the Notice for approval by the Nath Gupta, Mr. Jaideep Narain Mathur and Mr. Atul Act, 2013 proposing the candidatures of each
shareholders. Kumar Gupta would be beneficial to the Company of Mr. Kaikobad Dorab Pudumjee, Dr. Indroneel
and it is desirable to continue to avail their Banerjee, Mr. Gyanendra Nath Gupta, Mr. Jaideep
ITEM NO.10 to 14 services as Independent Directors. Accordingly, Narain Mathur and Mr. Atul Kumar Gupta for the
Mr. Kaikobad Dorab Pudumjee, Dr. Indroneel it is proposed to re-appoint Mr. Kaikobad Dorab office of Directors of the Company.
Banerjee, Mr. Gyanendra Nath Gupta, Mr. Jaideep Pudumjee, Dr. Indroneel Banerjee, Mr. Gyanendra
The Company has also received declarations from
Narain Mathur and Mr. Atul Kumar Gupta were Nath Gupta, Mr. Jaideep Narain Mathur and Mr.
Mr. Kaikobad Dorab Pudumjee, Dr. Indroneel
appointed as Independent Directors on the Board of Atul Kumar Gupta as Independent Directors of the
Banerjee, Mr. Gyanendra Nath Gupta, Mr. Jaideep
the Company who are not liable for retire by rotation Company, not liable to retire by rotation and to
Narain Mathur and Mr. Atul Kumar Gupta that
as per Companies Act, 2013 pursuant to the provisions hold office for a second term of 5 (five) consecutive
they meet with the criteria of independence as
of Section 149 of the Act read with the Companies years on the Board of the Company.
prescribed both under sub-section (6) of Section
(Appointment and Qualification of Directors) Rules, Section 149 of the Act and provisions of the 149 of the Companies Act, 2013 and under the
2014 and the erstwhile Clause 49 of the Listing Securities and Exchange Board of India (Listing Listing Regulations as amended.
14 | ANNUAL REPORT, 2017-18
In the opinion of the Board, Mr. Kaikobad Dorab at the Registered Office of the Company. remuneration of Mr. Rakesh Misra, Cost Accountant,
Pudumjee, Dr. Indroneel Banerjee, Mr. Gyanendra This Statement may also be regarded as a Kanpur as Cost Auditors to conduct the audit of
Nath Gupta, Mr. Jaideep Narain Mathur and Mr. Atul disclosure the Listing Regulations as amended. the cost records of the Company, for the financial
Kumar Gupta fulfill the conditions for appointment year ending 31st March, 2019 at a remuneration of
Mr. Kaikobad Dorab Pudumjee, Dr. Indroneel
as Independent Directors as specified in the Act Rs.50,000/- plus out of pocket expenses incurred
Banerjee, Mr. Gyanendra Nath Gupta, Mr. Jaideep
and the SEBI (Listing Obligations and Disclosure for traveling, lodging and other expenses in
Narain Mathur and Mr. Atul Kumar Gupta are
Requirements) Regulations, 2015, as amended. connection with conducting the cost audit.
interested in the resolutions set out respectively
Mr. Kaikobad Dorab Pudumjee, Dr. Indroneel In accordance with the provisions of Section
at Item Nos.10 to 14 of the Notice with regard to
Banerjee, Mr. Gyanendra Nath Gupta, Mr. Jaideep 148 of the Act read with rules made thereunder,
their respective appointments.
Narain Mathur and Mr. Atul Kumar Gupta are the remuneration payable to the Cost Auditors
The relatives of Mr. Kaikobad Dorab Pudumjee, Dr.
independent of the management. as recommended by the Audit Committee and
Indroneel Banerjee, Mr. Gyanendra Nath Gupta,
Brief resume of Mr. Kaikobad Dorab Pudumjee, Dr. approved by the Board of Directors, has to be
Mr. Jaideep Narain Mathur and Mr. Atul Kumar
Indroneel Banerjee, Mr. Gyanendra Nath Gupta, ratified by the members of the Company.
Gupta may be deemed to be interested in the
Mr. Jaideep Narain Mathur and Mr. Atul Kumar Accordingly, consent of the members is sought
resolutions set out respectively at Item Nos.10 to
Gupta, nature of their expertise in specific function for passing an Ordinary Resolution as set out at
14 of the Notice, to the extent of their shareholding
areas and name of companies in which he holds Item No.15 of the Notice for ratification of the
interest, if any, in the Company.
directorship and memberships / chairmanships of remuneration payable to the Cost Auditors, for the
Save and except the above, none of the other Directors,
Board Committees, shareholding and relationship financial year ending on 31st March, 2019.
Key Managerial Personnel of the Company and their
between directors inter-se as stipulated under
relatives are, in any way, concerned or interested, None of the Directors / Key Managerial Personnel
the SEBI (Listing Obligations and Disclosure
financially or otherwise, in these resolutions. of the Company and their relatives are, in any way,
Requirements) Regulations, 2015, as amended are
concerned or interested, financially or otherwise, in
provided elsewhere in the the Annual Report. The Board commends the Special Resolutions set
the resolution set out at Item No.15 of the Notice.
out at Item Nos.10 to 14 of the Notice for approval
Committees, shareholding and relationships
by the shareholders. The Board commends the Ordinary Resolution set
between directors inter-se as stipulated under
out at Item No.15 of the Notice for approval by the
the SEBI (Listing Obligations and Disclosure
ITEM NO.15 members.
Requirements) Regulations, 2015, as amended,
The Company is required, under the provisions of By Order of the Board
are provided in the Corporate Governance Report
Section 148 of the Companies Act, 2013, read with
forming part of the Annual Report.
the Companies (Cost Records and Audit) Rules,
Copy of the draft letters for respective appointments
2014 (‘the Rules’), as amended from time to time,
of Mr. Kaikobad Dorab Pudumjee, Dr. Indroneel
to have the audit of its cost records conducted by
Banerjee, Mr. Gyanendra Nath Gupta, Mr. Jaideep Sachin Kumar Srivastava
a cost accountant in practice.
Narain Mathur and Mr. Atul Kumar Gupta as Company Secretary & Head Legal
The Board, on the recommendation of the Audit
Independent Directors setting out the terms and Camp : Lucknow
Committee, has approved the appointment and
conditions are available for inspection by members Date : 11th August, 2018
ANNUAL REPORT, 2017-18 | 15
DETAILS OF THE DIRECTOR SEEKING RE-APPOINTMENT / APPOINTMENT AT 38TH ANNUAL GENERAL MEETING
Particulars Mrs. Kimberly Mr. Pradeep Mr. Srinivas Mr. Basant Mr. Ved Krishna Mr. Jagdeep Mr. Narendra
Ann McArthur Vasant Dhobale Vishnubhatla Kumar Khaitan Hira Kumar Agrawal
DIN 05206436 00274636 07274232 00459514 00182260 07639849 05281887
Date of Birth 19-05-1974 12-06-1955 29-4-1968 2-8-1954 18-06-1975 17-01-1972 15-04-1971
Date of Appointment 13-02-2012 25-09-2017 1-12-2017 19-05-2018 30-05-1999 22-10-2016 05-10-2012
Education Master In Bachelor of Post Graduate, Bachelor of Bachelor of Arts Bachelor of Bachelor of
Communication Engineering CIA, CFE, CISSP Commerce Engineering Engineering
Occupation Business Business Business Business Business Service Service
Experience in specific Mrs. Kimberly Mr. Pradeep Mr. Srinivas Mr. Basant Kumar Mr. Ved Krishna Mr. Jagdeep Hira Yash Papers
functional areas Ann McArthur is Vasant Dhobale Vishnubhatla is Khaitan is the is our eternal has lived and is blessed to
passionate about has a wide a maverick. He entrepreneur. optimist. Nothing breathed paper benefit from
life. She earned experience in ran away from He is one of the seems to bring most of his Narendra Kumar
a Masters in overall Plant home to join the key suppliers to him down. working life. He Agrawal’s 2
Communication Management Indian army and the paper We have faced has run all kinds decades of rich
and built her including then spent 13 industry and has numerous of machines experience
company functional years serving the build a thriving hurdles during and developed in projects.
Freerange expertise in nation before corporation called his stewardship numerous His skills have
Studios in the Sales, Marketing deciding to quit Wires and Fabrics and he just keeps grades of papers. enabled Yash
USA from a and Corporate and indulge Limited. going. He has a He has worked in to minimize
start up to a Management himself in the Mr Khaitan keen strategic different kind of downtime
well known world of business.  is one of the mind and is companies and enhance
design firm that Intelligence sharpest minds always in search environments production
works on social comes naturally we know and for innovative and has also operations
causes. to him. He brings value to ways for building had great and improve
Kim knows how spent many each discussion. business. He has international operational
to communicate. years working He has a keen been with the exposure. He efficiencies. He
She has a brain on military sense for business organization for loves to build has a Bachelor
that can look at intelligence and directs our over 14 years organisations of Engineering
issues and guide and then rose focus towards  and has grown taking the team (Mechanical)
as they need to to the level of customers and the company along with him. from MNREC
be handled. From Director at KPMG effective over 4 times. We He is able to Allahabad in
experience in focussing on business continue to have understand, year 1993. In his
running her own corporate frauds. practices. He great plans for grasp resolve personal time he
business for ten He then decided has a knack for the future that issues due enjoys reading
years, she gained to work on numbers and is are drawn with to his deep and organizing
business strategic creating his own able to find his guidance and involvement for the care of
experience product to help information he continuously with the process. children and
combined with banks become within data enthuses the team elderly
her great able to detect inadvertently. to achieve more
and more.

16 | ANNUAL REPORT, 2017-18

Experience in specific acumen for fraud at an early
functional areas aesthetics and stage and now
design. She runs a start up
also has a deep developing
commitment to applications for
Yash Papers’ CSR banks.
efforts. We get a
different
perspective
through his
presence.
Directorship in other Yash 1. Hyderabad Mosaik Risk 1. Thacker and 1. Yash Skills - -
Companies Compostables Angels Forum For Solutions Private Company Limited Limited
Limited Entrepreneurship Limited 2. Pudumjee 2. Yash
Development Paper Products Compostables
2. Inner Being Limited Limited
Wellness Private 3. WMW
Limited Commercial
3. Twigly Foods Private Limited
Private Limited 4. GKD India
4. Springforth Limited
Investment 5. WMW Business
Managers Private Private Limited
Limited
6. Shree Rani Sati
5. SS Fitness Investment and
Private Limited Finance Private
Limited
7. Disha
Foundation
Association
8. BKM Trading
Private Limited
9. WMW Securities
Private Limited
10. WMW
Mercantile Private
Limited
11. W & F
Commercial
Private Limited

ANNUAL REPORT, 2017-18 | 17

 Directorship in other - - - 12. WMW - - -
Companies Trading Private
Limited
13. NEBB
Engineering
India Limited
14. WMW Metal
Fabrics Limited
Membership / Yash Papers - Yash Papers 1. Thacker Yash Papers - Yash Papers
Chairmanship of Limited Limited and Company Limited Limited
Committees of Listed Limited
entities (includes only 2. Pudumjee
Audit Committee, Paper Products
CSR Committee, Limited
Stakeholder
Relationship
Committee and
Nomination and
Remuneration
Committee)
Number of Shares - - - - 1,10,09,950 - 900
held in the Company

Relationship with 1. Mr. Ved - - - 1. Mrs. Kimberly - -

any Director(s) of the Krishna Ann McArthur
Company 2. Mrs. Manjula 2. Mrs. Manjula
Jhunjhunwala Jhunjhunwala

18 | ANNUAL REPORT, 2017-18

Particulars Mr. Kaikobad Dorab Dr. Indroneel Banerjee Mr. Gyanendra Nath Mr. Jaideep Narain Mr. Atul Kumar Gupta
Pudumjee Gupta Mathur
DIN 01594401 06404397 00027502 06560639 01734070
Date of Birth 12/10/1942 29/11/1974 23/07/1931 19/08/1963 4/1/1951
Date of Appointment 30/06/2007 8/11/2012 16/05/1994 23/03/2013 15/05/2014
Education Graduate B.H.M.S., MD (Hom.) M.Sc., LLM, MA Bachelor of Law Master of Science
Occupation Business Doctor Service (Rtrd.) Sr. Advocate Service (Rtrd.)
Experience in specific Mr. Kaikobad Dorab Dr. Indroneel Banerjee Mr. Gyanendra Nath Mr. Jaideep Narain Mr. Atul Kumar Gupta
functional areas Pudumjee is one of the is the voice of empathy Gupta is the most active Mathur ensures that is one of the brightest
most inquisitive minds on the Board. His octogenarian we know. we understand legal minds we know. As an
you will ever meet. He father was one of the Mr Gupta was the implications of each officer in the Indian
is our guiding light. founder directors in the chairman of the Central decision. Administrative Services,
Mr Pudumjee owned company and he has Board of Direct Taxes in He is a senior counsel in he spent many years
and built Pudumjee very ably taken up the India and he continues the Lucknow High Court of his life providing
Pulp and Paper Mills in mantle. Indroneel has a to have a thriving and has represented the the state with good
Pune, India. Pudumjee keen brain that provides practice which he keeps state as the Additional governance and rose
mills became the us with a different pursuing. Advocate General for to become the Chief
frontrunner for perspective and guides He is also an impeccable many years. Secretary of the largest
specialty paper in the us to be better people. gentleman always Apart from various other state in the country.
country and brought He is a practicing dressed appropriately things, he has a passion He left a legacy of being
in numerous path Homeopath and loves with a suit and tie. for horses and remains an impeccable officer
breaking technologies to help people as much He leads our audit active with his studs and a gentleman.
and developments. Mr as he can. He remains a committee and ensures winning the Lucknow He now wishes to spend
Pudumjee was in the guiding force behind all that due attention Derby regularly. his time reading and
forefront of the growth. our efforts with nation is paid towards writing books and we
He is well known building. compliance and await the same. We are
as a maverick and governance. fortunate to have him
is extremely particular mentor and guide our
about details. We say in company.
the board that nothing
escapes KDP he keeps
us on track.
Mr. Pudumjee chairs our
board and pushes us
for growth and better
governance.

ANNUAL REPORT, 2017-18 | 19

 Directorship in other Amasht Paper Hygiene - 1. Asian Fertilizers - 1. The Pradeshiya
Companies Products Private Limited Limited Industrial and Investment
2. Flex Engineering Corporation of Uttar
Limited Pradesh Limited
3. Mridula Consultants 2. Godfrey Phillips India
Private Limited Limited
4. SMCC Construction
India Limited
5. Rivi Fire Fighting
Private Limited
Membership / - Yash Papers Limited Yash Papers Limited - Yash Papers Limited
Chairmanship of
Committees of Listed
entities (includes only
Audit Committee,
CSR Committee,
Stakeholder
Relationship
Committee and
Nomination and
Remuneration
Committee)
Number of Shares - 780 - - -
held in the Company
Relationship with - - - - -
any Director(s) of the
Company

By Order of the Board

Sachin Kumar Srivastava

Company Secretary & Head Legal
Camp : Lucknow
Date : 11th August, 2018
20 | ANNUAL REPORT, 2017-18
 ATTENDANCE SLIP
YASH PAPERS LIMITED
Regd. Office: - Flat No.202, 3A/172, Azad Nagar, Kanpur – 208 002, Uttar Pradesh
Corp. Office : Yash Nagar, Faizabad – 224 135, Uttar Pradesh
CIN – L24231UP1981PLC005294 | T: +91 5278 208900 - 01 | F: +91 5278 258062
E: info@yashpapers.com | Website: www.yashpapers.com
PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL
Joint shareholders may obtain additional Slip at the venue of the meeting.

DP ID* Client ID* Folio No. No. of Shares

NAME AND ADDRESS OF THE SHAREHOLDER

I hereby record my presence at the 38th ANNUAL GENERAL MEETING of the Company held on Saturday, the 22nd day of September, 2018 at 1:00 P.M. at Hotel Vijay Intercontinental,
10/510, Khalasi Line, Tilak Nagar, Kanpur - 208 002, Uttar pradesh.
___________________________________________________
* Applicable for investors holding shares in electronic form. Signature of the Shareholder / proxy

Form No. MGT - 11

YASH PAPERS LIMITED PROXY FORM

Regd. Office: - Flat No.202, 3A/172, Azad Nagar, Kanpur – 208 002, Uttar Pradesh [Pursuant to section 105(6) of the
Corp. Office : Yash Nagar, Faizabad – 224 135, Uttar Pradesh Companies Act, 2013 and rule 19(3)
CIN – L24231UP1981PLC005294 | T: +91 5278 208900 - 01 | F: +91 5278 258062 of the Companies (Management and
E: info@yashpapers.com | Website: www.yashpapers.com Administration) Rules, 2014]

Name of the member(s): E-mail ID:

Registered address: Folio No./ *Client ID:
*DP ID:

I/We, being the member(s) of shares of Yash Papers Limited, hereby appoint:

1)………………………………………………of……………………………………………………….having e-mail id …………………………………………….…… or failing him

2)………………………………………………of……………………………………………………….having e-mail id …………………………………………….…… or failing him

1)………………………………………………of……………………………………………………….having e-mail id …………………………………………….……………………

and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 38th ANNUAL GENERAL MEETING of the
Company held on Saturday, the 22nd day of September, 2018 at 1:00 P.M. at Hotel Vijay Intercontinental, 10/510, Khalasi Line, Tilak Nagar, Kanpur - 208 002, Uttar pradesh and at
any adjournment thereof in respect of such resolutions as are indicated below:

ANNUAL REPORT, 2017-18 | 21

 Resolution No. Particulars Optional*
Ordinary Business For Against
1 Consider and adopt Audited Financial Statements, Report of the Board of Directors and Auditors for financial year 2017-18 (Ordinary
Resolution)
2 Re-appointment of Mrs. Kimberly Ann McArthur (DIN: 05206436), Director who retires by rotation (Oridnary Resolution)
3 Ratification of changed terms & conditions of Appointment of CNK & Associates LLP, Chartered Accountants, Mumbai (Firm Registration
No.101961W/W-100036) as Statutory Auditors of the Company and fix their remuneration (Ordinary Resolution)
Special Business
4 Appointment of Mr. Pradeep Vasant Dhobale (DIN: 00274636) as an Independent Director for a term of 5 years w.e.f. 25th September, 2017
to 24th September, 2022 (Ordinary Resolution)
5 Appointment of Mr. Srinivas Vishnubhatla (DIN: 07274232) as an Independent Director for a term of 5 years w.e.f. 1st December, 2017 to
30th November, 2022 (Ordinary Resolution)
6 Appointment of Mr. Basant Kumar Khaitan (DIN: 00459514) as an Independent Director for a term of 5 years w.e.f. 19th May, 2018 to 18th
May, 2023 (Ordinary Resolution)
7 Change in the terms & conditions of appointment of Mr. Ved Krishna (DIN: 00182260) as a Managing Director of the Company w.e.f. 1st
August, 2018 (Special Resolution)
8 Change in the terms & conditions of appointment of Mr. Jagdeep Hira (DIN: 07639849) as a Joint Managing Director & CEO
of the Company w.e.f. 1st August, 2018 (Special Resolution)
9 Appointment of Mr. Narendra Kumar Agrawal (DIN: 05281887) as a Director Works (Wholetime Director) of the Company for
a period of 3 years w.e.f. 24th July, 2018 to 23rd July, 2021 (Special Resolution)
10 Appointment of Mr. Kaikobad Dorab Pudumjee (DIN: 01594401) as an Independent Director for the second term for a
period of 5 years w.e.f. 1st April, 2019. (Special Resolution)
11 Appointment of Dr. Indroneel Banerjee (DIN: 06404397) as an Independent Director for the second term for a period of 5
years w.e.f. 1st April, 2019. (Special Resolution)
12 Appointment of Mr. Gyanendra Nath Gupta (DIN: 00027502) as an Independent Director for the second term for a period of
5 years w.e.f. 1st April, 2019. (Special Resolution)
13 Appointment of Mr. Jaideep Narain Mathur (DIN: 06560639) as an Independent Director for the second term for a period of
5 years w.e.f. 1st April, 2019. (Special Resolution)
14 Appointment of Mr. Atul Kumar Gupta (DIN: 01734070) as an Independent Director for the second term for a period of 5
years w.e.f. 1st April, 2019. (Special Resolution)
15 Approval of Remuneration of Mr. Rakesh Misra, Cost Auditor of the Company for the financial year ending on 31st March,
2019 (Ordinary Resolution)

22 | ANNUAL REPORT, 2017-18

I hereby record my presence at the 38th ANNUAL GENERAL MEETING of the Company held on Saturday, the 22nd day of September, 2018 at 1:00 P.M. at Hotel Vijay Intercontinental, 10/510,
Khalasi Line, Tilak Nagar, Kanpur - 208 002, Uttar pradesh.

Signed this _________day of ______________ 2018

Affix
Revenue
Stamp

__________________________________________ __________________________________________ __________________________________________

Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder

Notes:
(1) This form of proxy in order to be elective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.
(2) A Proxy need not to be a member of the Company.
(3) A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights.
A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other
person or shareholder.
*(4) This is only optional. Please put a ‘X’ in the appropriate column against the resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your
Proxy will be entitled to vote in the manner as he/she thinks appropriate.
(5) Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.
(6) In the case of jointholders, the signature of any one holder will be sufficient but names of all the jointholders should be stated.

ANNUAL REPORT, 2017-18 | 23

 YASH PAPERS LIMITED
CIN: L24231UP1981PLC005294
Registered Office: Flat No.202, 3A/172, Azad Nagar, Kanpur – 208 002, Uttar Pradesh
Website: www.yashpapers.com; Email ID: cs@yashpapers.com; Ph: 05278-208900-01; Fax: 05278-258062
SHAREHOLDERS PARTICULARS
1. Name(s) of Shareholder(s)
(in block letter) (including joint holders, if any)
2. Registered address of the sole/first named shareholder
3. Registered folio no./ DP ID No./ Client ID No.*
(Applicable to investors holding shares in dematerialized form)
4. Number of shares held
ELECTRONIC VOTING PARTICULARS
Even (E Voting Event No.) User ID Password/Pin

Wherever the shareholder is already registered for electronic voting, iv. Put userID and initial password/PIN noted in step (i) above. Click Login. iv. If the shareholder is already registered with NSDL for e-voting then
no password has been provided above. They may kindly use their v. Password change menu appears. Change the password/PIN he/she can use his/her existing user ID and password/PIN for casting
existing Password. For assistance contact: NSDL@ 022-2499 4800 or with new password of his/her choice with minimum 8 digits/ his/her vote.
email @ evoting@nsdl.co.in characters or combination thereof. Note new password. It is strongly v. Shareholder can also update his/her mobile number and e-mail id
Note: Please read the instructions carefully printed herein below, before recommended not to share the password with any other person and in the user profile details of the folio which may be used for sending
exercising your vote through Electronic Voting. take utmost care to keep the password confidential. future communication(s).
Instructions for Electronic Voting vi. Home page of e-voting opens. Click on e-Voting: Active Voting Cycles. vi. The e-voting period commences on 19.09.2018 (9:00 am) and ends
In compliance with the provisions of Section 108 of the Companies Act, on 21.09.2018 (5:00 pm). During this period, shareholders of the
2013 read with Rule 20 of Companies (Management and Administration) vii. Select “EVEN” of Yash Papers Limited.
Company, holding shares either in physical form or in dematerialized
Rules, 2014 and Regulation 44 of the Securities and Exchange Board of viii. Now the shareholder is ready for e-voting as Cast Vote page opens. form, as on the cut-off date, may cast their vote electronically. The
India (Listing Obligations and Disclosures Requirement) Regulations, ix. Shareholder may cast his/her vote by selecting appropriate option e-voting module shall be disabled by NSDL for voting thereafter.
2015, the Company is pleased to offer e-voting facility as an alternative and click on “Submit” and also “Confirm” when prompted. Once the vote on a resolution is cast by the shareholder, the
mode of voting which will enable the Members to cast their votes shareholder shall not be allowed to change it subsequently.
electronically. Necessary arrangements have been made by the Company x. Upon confirmation, the message “Vote cast successfully” will be
with National Securities Depository Limited (NSDL) to facilitate e-voting. displayed. vii. The Shareholders can opt for only one mode of voting, i.e. either
E-voting is optional and members shall have the option to vote either xi. Once the shareholder has voted on the resolution, he/she will not be physically by attending AGM or e-voting. lf any shareholder opts for
through e-voting or in person at the general meeting. allowed to modify his/her vote. e-voting, he/she will not be eligible to vote physically in AGM.
The Benpos date for sending e-voting form through email / physically xii. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) viii. Mr. Adesh Tandon, Practicing Company Secretary (Membership
to Shareholders is Friday, 24th August, 2018. The cut-off date for voting are required to send scanned copy (PDF/JPG Format) of the relevant No. F2253 and Certificate of Practice No. 1121) of Adesh Tandon &
rights of Shareholders shall be in proportion to their shares of the paid Board Resolution/ Authority letter etc. together with attested Associates has been appointed as the Scrutinizer by the Company to
up equity share capital of the Company as on Monday, 17th September, specimen signature of the duly authorized signatory(ies) who scrutinize the e-voting process in a fair and transparent manner.
2018. are authorized to vote, to the Scrutinizer through e-mail to adesh. ix. The Scrutinizer shall within a period not exceeding three (3) working
The process and instructions for e-voting are as under: tandon11@gmail.com with a copy marked to evoting@nsdl.co.in days from the conclusion of the e-voting period unblock the votes
A. A shareholder who receives email from NSDL [for shareholders B. In case a shareholder receives physical copy of the Notice of AGM in the presence of at least two (2) witnesses not in the employment
whose email IDs are registered with the STA/Depository Participant [for shareholders whose email IDs are not registered with the STA/ of the Company and submit Scrutinizer’s Report of the votes cast in
(s)] is requested to: Depository Participant(s) or requesting physical copy]: favour or against, if any, forthwith to the Chairman of the Meeting.
i. Open email and open PDF file viz; “YPL e-voting.pdf” with his/her i. Initial password is provided hereinabove. x. The Results shall be declared within 48 hours of the conclusion of
Client ID or Folio No. as password. The said PDF file contains his/her the Annual General Meeting of the Company. The Results declared
ii. Please follow all steps from Sl. No. (ii) to SI. No. (xii) of item (A) above,
user ID and password/PIN for e-voting. Shareholders may please note alongwith the Scrutinizer’s Report shall be placed on the Company’
to cast vote.
that the password is an initial password. website: www.yashpapers.com and on the website of NSDL within
iii. In case of any queries, the shareholder may refer the Frequently 48 hours of the conclusion of the Annual General Meeting of the
ii. Launch Internet browser by typing the following URL: https://www.
Asked Questions (FAQs) for Shareholders and e-voting user Company and communicated to the Stock Exchanges.
evoting.nsdl.com/
manual for Shareholders available at the Downloads section of
iii. Click on Shareholder-Login URL: https://www.evoting.nsdl.com/

24 | ANNUAL REPORT, 2017-18