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Directors Report of Ballarpur Industries Ltd.

Jun 30, 2014

Dear Members,

The Directors have pleasure in presenting the Sixty Ninth Annual Report together with the Audited Statement of Accounts for the financial year ended 30 June 2014.

Operations

A detailed review of the operations and performance of the Company is provided in the Management Discussion & Analysis Report, which is given as a separate chapter in the Annual Report.

Dividend

Your Directors have recommended payment of dividend of Re. 0.20 per equity share of Rs. 2/- each (previous year Re. 0.30 per equity share) on the equity share capital of the Company for the financial year ended 30 June 2014.

Directorate

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Ms. Jane Fields Wicker-Miurin was appointed as an Additional Director (Independent Director) by the Directors on 12 November 2013 and subsequently appointed as a Director at the Annual General Meeting held on 12 December 2013.

Mr. R.R. Vederah demitted the office of Managing Director & Executive Vice Chairman on 30 June 2014 and continues to be Non Executive Vice Chairman of the Company.

Mr. P.V. Bhide and Ms. Jane Fields Wicker –Miurin, Directors resigned from the Board of Directors of the Company with effect from 31 March 2014, to ensure their significant time commitments as Directors on the Board of Bilt Paper B.V. (BPBV-formerly Ballarpur International Graphic Paper Holdings B.V.), a step down subsidiary of the Company. The Board placed on record its deep appreciation for valuable contributions made and insights provided by them during their tenure as Directors of the Company.

As per the provisions of the Companies Act, 2013 ("the Act"), Mr. R.R. Vederah retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. Pursuant to provisions of the Act, all Independent Directors of the Company must be appointed within one year of the commencement of the Act. Accordingly, Mr. Sanjay Labroo, Mr. A.S. Dulat and Mr. Ashish Guha, Independent Directors are recommended for confirmation of appointment as Independent Director for a period of five years as per the provisions of the Act. All the Independent Directors have affirmed compliance thereto.

The details of the Directors being recommended for appointment and/or re- appointment are contained in the Corporate Governance Report.

Financial highlights IN RS. CRORE

Standalone Consolidated

PARTICULARS 2013-14 2012-13 2013-14 2012-13

Net Sales 944.81 981.14 5220.32 4,854.81

Profit before Interest, Depreciation, Amortisation and Taxes 135.62 161.22 948.05 875.58

Less: Finance Cost 53.74 42.64 422.86 346.71

Profit before Depreciation, Amortisation and Taxes 81.88 118.58 525.19 528.87

Less: Depreciation and Amortisation 71.74 80.89 495.64 451.70

Profit for the year before Tax 10.14 37.69 29.55 77.17

Less: Tax Expense (25.08) 4.50 (32.11) (16.38)

Profit after Tax 35.22 33.19 61.66 93.55

Less: Minority Interest - - 11.89 15.67

Add: Balance brought forward from the previous year 255.47 248.87 600.56 625.48

Add: Debenture Redemption Reserve no longer required 18.75 20.00 23.12 40.00

Leaving a surplus of 309.44 302.06 673.45 743.36 Which your directors recommend, be appropriated as follows:

Transfer to General Reserve - 1.70 - 1.70

Distribution on unsecured perpetual securities - - 101.55 90.41

Transfer to Debenture Redemption Reserve 46.88 21.88 30.00 21.88 Payment of Dividend:

Proposed Dividend on 65,55,23,839 Equity Shares of Rs. 2/- each @ 10 percent 13.11 19.67 13.11 19.67

Add: Dividend Tax 2.62 3.34 8.70 9.14

Balance carried forward to next year''s Account 246.83 255.47 520.09 600.56

Promoter group

The Company is a part of US$ 4 Billion Avantha Group, one of India''s leading business conglomerates led by the Chairman, Mr. Gautam Thapar. The Avantha Group has a worldwide presence in 90 countries with more than 25,000 employees. As required by the Listing Agreement with the Stock Exchanges,

the Company periodically discloses its Promoter Group and persons acting in concert in the shareholding pattern and other filings with the Stock Exchanges.

Subsidiary companies

The Company has three Indian subsidiaries viz. BILT Graphic Paper Products Limited (BGPPL), BILT Tree Tech Limited (BTTL)

and Premier Tissues (India) Limited (PTIL) and five foreign subsidiaries i.e. four based in The Netherlands namely Ballarpur International Holdings B.V. (BIH), Bilt Paper B.V. (BPBV - formerly Ballarpur International Graphic Paper Holdings B.V.), Ballarpur Paper Holdings B.V. (BPH) and Ballarpur Speciality Paper Holdings B.V. (BSPH); Sabah Forest Industries Sdn. Bhd. (SFI) based in Malaysia. BTTL and PTIL are direct subsidiaries and BGPPL is a step down subsidiary of the Company.

BPBV has made its first submission of draft Offer document for possible offer & listing of its equity shares on the main market of the Singapore Stock Exchange (SGX-ST) and Monetary Authority of Singapore (MAS) on 21 July 2014.

Pursuant to a general exemption granted by the Ministry of Corporate Affairs under Section 212 of the Companies Act, 1956, the Company is not required to annex to this Report, the Annual Reports of the abovementioned subsidiaries for the financial year ended 30 June 2014. However, if any Member of the Company desires to obtain the Annual Reports of its subsidiaries, the Company will make the same available, upon request. The aforesaid Annual Reports will also be available for inspection at the Registered and Head Office of the Company and at Registered Office of the subsidiaries during working hours upto the date of the Annual General Meeting.

The details of each subsidiary with respect to capital, reserves, total assets, total liabilities, details of investment (except in case of investment in subsidiaries), turnover, profit before taxation, provision for taxation, profit after taxation and proposed dividend are detailed in the Financial Section of the Annual Report.

Consolidation of accounts

As required by Accounting Standards AS–21 and AS–23 of the Institute of Chartered Accountants of India, the financial statements reflecting the consolidation of the Accounts of the Company and its 8 subsidiaries mentioned above are annexed to this Report.

conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant particulars pertaining to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo are given in the prescribed format as an Annexure to this Report.

Particulars of employees

The statement of particulars required pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2011, forms a part of this Report. However, as permitted by the Companies Act, 1956, the Report and Accounts are being sent to all Members and other entitled persons excluding the above statement. Those interested in obtaining a copy of the said statement may write to the Company at its Registered Office and the same will be sent by post. The statement is also available for inspection at the Registered Office, during working hours upto the date of the Annual General Meeting.

Directors'' responsibility statement

Your Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 1956. Your Directors confirm that:

¾ The Annual Accounts have been prepared in conformity with the applicable Accounting Standards; ¾ The Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the profit for the financial year; ¾ Sufficient care has been taken that adequate accounting records have been maintained for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities; ¾ The Annual Accounts have been prepared on a going concern basis.

Auditors

The Statutory Auditors of the Company, M/s. K.K. Mankeshwar & Co., retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment on terms to be recommended by the Audit Committee and Board of Directors. The Company has received requisite certificate to the effect that their re-appointment, if made at the ensuing Annual General Meeting, would be in accordance with Section 141 (3)(g) of the Companies Act, 2013.

The Company had appointed M/s. Bahadur Murao & Co., Cost Accountants, to audit the Cost Accounts related to paper manufactured by the Company at Unit Shree Gopal, for the financial year ended 30 June 2013. The due date for filing the Cost Audit Report was 27 December 2013, which was filed on 26 December 2013.

The Company had appointed M/s. Bahadur Murao & Co. to audit the Cost Accounts related to paper manufactured at Unit Shree Gopal for the financial year ending 30 June 2014. The due date for filing the Cost Audit Report for the said financial year is 27 December 2014.

Corporate governance

The Auditors, M/s. K.K. Mankeshwar & Co., have certified compliance of the Company with the provisions of Corporate Governance, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges. The Report on Corporate Governance together with the said certificate is attached and forms part of this Report.

Fixed deposits

The Company has discontinued acceptance of fresh deposits and also renewal of deposits. There is no deposit due for maturity. Deposit of Rs. 18.40 lacs due for repayment as on 30 June 2013 were unclaimed by 70 depositors. During the financial year 2013-14, the Company has transferred the entire amount of Rs. 11.40 lacs to Investor Education and Protection Fund on completion of seven years and paid Rs. 7.00 lacs to 8 depositors. No amount of principal or interest was outstanding as on 30 June 2014.

Acknowledgement

The Directors wish to convey their gratitude and appreciation to all of the Company''s employees for their tremendous individual efforts as well as their collective dedication and contribution to the Company''s performance.

The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, government and all the other business associates for their continued support extended to the Company.

For and on behalf of the Board of Directors GAUTAM THAPAR Chairman DIN 00012289

B. HARIHARAN Group Director (Finance) DIN 00012432

DATE 27 August 2014 PLACE New Delhi


Mar 31, 2014

The Directors have pleasure in presenting the Annual Report with audited statement of accounts for the year ended 31st March, 2014.

( Rs. in Crores)

31st March 2014 31st March 2013

Gross operating Profit (before interest and depreciation) 55.44 49.83

Profit on sale of Land - 5.50

Gross Profit before interest, depreciation & tax 55.44 55.33

Less : Interest 17.30 19.29

Gross Profit before Depreciation 38.14 36.04

Less : Depreciation 13.48 14.89

Profit before tax and exceptional items 24.66 21.15

Less : Exceptional Items - 1.29

Tax Expenses :

Current Tax 9.00 6.72

Deferred Tax (0.44) 1.27

Profit after Tax 16.10 11.87

To which is added :

- Balance brought forward from the previous year 67.44 61.78

Leaving a balance of 83.54 73.65

Which your Directors recommend to be appropriated as under :

Interim Dividend Paid

- Rs. 5.50 per Preference Share on 3000000 11% 1.65 1.65 Preference Shares of Rs. 100/- each (last year Rs. 5.50 per preference share)

Proposed Dividend

- @ Rs. 5.50 on 3000000 11% Preference Shares of 1.65 1.65 Rs. 100/- each (last year Rs. 5.50 per preference share)

- @ Rs. 0.30 per Equity Share of Rs. 2/- each (Last year Rs. 0.20 per Equity 1.50 1.00 Share)

Tax on Dividend 0.82 0.72

Transfer to General Reserve 1.61 1.19

Carried forward to next year''s account 76.31 67.44

DIVIDEND

Your Directors are pleased to recommend a dividend @ Rs. 0.30 per Equity Share on 5,02,76,013 Equity Shares, face value of Rs. 2/- each, amounting to Rs. 1,50,82,804/- and final dividend of Rs. 5.50 per Preference Share on 30,00,000 11% Cumulative Redeemable Preference Shares, face value of Rs. 100/- each, amounting to Rs. 1,65,00,000/-.

During the year, the Company had declared and paid an interim dividend @ Rs. 5.50 per preference share on 30,00,000 11% Cumulative Redeemable Preference Shares of Rs. 100/- each for the year ended 31st March, 2014 amounting to Rs. 1,65,00,000/-.

The total outgo on account of dividend including dividend tax of Rs. 81,71,672/- will be Rs. 5,62,54,476/-.

OPERATIONS

During the year under review, the operations of your Company were adversely affected due to slow down in the manufacturing sector particularly in the paper, board and textile industries. The economic slow down has resulted in supply exceeding demand in starch business and the entry of new players in the clay market has put pressure on the margins of the Company''s products.

Your Company has registered a marginal growth of 9%, with a net turnover of Rs. 462 Crores as against Rs. 421 Crores in the previous year. Your Company''s efforts on process improvement coupled with price increases resulted in an increase of 33% in the PAT (Profit after Tax) to Rs. 16 Crores from Rs. 12 Crores in the previous year.

The specialty starch plant at Shimoga has taken a longer period for its stabilization, incurring EBIDTA loss during the year under review. However, the plant is expected to reach EBIDTA breakeven during the current financial year.

As informed earlier, the Company had put Bhuj Clay project on hold due to adverse economic conditions and management is constantly reviewing the same.

A detailed review of the operations and performance of the clay and starch businesses is contained in the Management Discussion & Analysis Report which is appended to the Di- rectors'' Report and forms part of it.

EXPORTS

The continued thrust on export activities has resulted in volume growth by 16% during the financial year under review. Your Company''s total exports were at Rs. 48.32 Crores in the year under review as compared to Rs. 28.04 Crores in the previous year, showing a growth of 72%.

RESEARCH & DEVELOPMENT ACTIVITIES

The R&D activities of the Company gives required impetus in new product development, offering application support to customers and technical support to plant operations. Various new products are being developed and expected to be market- ed in coming years in both the segments.

Particulars with respect to R&D activities carried out, benefits derived, and the expenditure incurred thereon during the year under review are provided in Form B annexed to this report and form part of this report.

FIXED DEPOSITS

On 31st March, 2014 fxed deposits amounting to Rs. 22,52,000/- which became due for repayment had remained unclaimed by 22 depositors.

CORPORATE GOVERNANCE

The Company has complied with the code on corporate governance as prescribed under Clause 49 of the Listing Agreement with the Stock Exchanges. A compliance report along with Auditor''s Certificate confirming the compliance is appended herewith and forms part of this report.

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

As required under rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Conservation of Energy in respect of starch division and detail of Technology absorption in respect of Starch and Clay Divisions are annexed herewith in Form A.

The company has recorded export earnings of Rs. 48.32 Crores and remittance of foreign currency equivalent to Rs. 5.94 Crores towards various purposes details of which have been incorporated in the Notes to Accounts No. 35 to 37.

DIRECTORS

Mr. Vijay Rai and Mr. Praveen Sachdev were appointed as the independent Directors subject to retirement by rotation, under the Companies Act, 1956 and being longest in the Office, are liable to retire by rotation.

Mr. Vijay Kishore Sharma was appointed as an Additional Director of the Company w.e.f. 28-10-2013 and he would hold office up to the date of ensuing Annual General Meeting of the Company.

Now the Companies Act, 2013 requires that the appointment of Independent Director can be made for a term up to 5 consecutive years and the Independent Director shall not be liable to retire by rotation.

Notice U/s 160(1) of the Companies Act, 2013 has been received proposing the appointment of Mr. Vijay Rai and Mr. Vijay Kishore Sharma for a period of 3 years and Mr. Praveen Sachdev for a period of one year as Independent Directors of the Company. The Profiles of Mr. Vijay Rai, Mr. Praveen Sachdev and Mr. Vijay Kishore Sharma seeking reappointment, forms part of the Corporate Governance Report.

DELISTING

In response to the request of M/s DBH International Pvt. Ltd. (Acquirer), one of the promoters of the Company, to voluntarily delist the Equity Shares of the Company from the Stock Exchanges, your Company had obtained the in- principle approval from the Stock Exchanges for the delisting of Equity Shares of the Company. The Acquirer had made necessary public announcement and Letter of Offer for acquisition of shares from the public shareholders and has accepted the exit price of Rs. 48/- per Equity Share. The shareholders who did not participate in the Reverse Book Building process or whose bids had been rejected, can offer to sell their shares to the promoter M/s DBH International Pvt. Ltd. upto one year from the date of delisting of Equity Shares.

PROMOTER GROUP

The Promoter Group holding in the Company currently is 77.92% of the Company''s Equity Capital. The Members may note that the promoter group companies, are controlled by Mr. Karan Thapar, comprising of the following Companies

1) Greaves Cotton Ltd.,

(2) Premium Transmission Ltd.,

(3) Pembril Industrial & Engineering Company Pvt. Ltd.,

(4) DBH International Pvt. Ltd.

(5) Karun Carpets Pvt. Ltd.,

(6) Greaves Leasing Finance Ltd.,

(7) Dee Greaves Ltd.,

(8) Bharat Starch Products Ltd.,

(9) DBH Global Holdings Ltd.,

(10) DBH Investments Pvt. Ltd.,

(11) DBH Consulting Ltd.

(12) Greaves Auto Ltd.

(13) Ascot International FZC,

(14) Premium Transmission Cooperative UA,

(15) DBH Stephan Ltd. and

(16) Premium Stephan B.V.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

Statement of particular of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 as amended up to date are attached here- with and form part of Directors'' Report, as Annexure ''A".

COST AUDITOR

M/s A.R. Narayanan & Co., Cost Accountants, have been re-appointed as Cost Auditors to conduct the cost audit of the accounts maintained by the company. They have confirmed their eligibility for appointment under the provisions of Section 148 of the Companies Act, 2013.

AUDITORS

M/s Walker Chandiok & Co. LLP (formerly Walker, Chandiok & Co.), Chartered Accountants, the existing Auditors retire and are eligible for reappointment. Their appointment and remuneration is recommended for your approval for one year i.e. for the financial year 2014-15, to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed;

a) That the Company has followed the applicable ac- counting standards in the preparation of the Annual Accounts for the year ending 31-03-2014 and there is no material deviation from the previous year.

b) That the Company has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the year ended 31st March, 2014 and of the profit of the year ended 31.03.2014.

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

d) That the Annual Accounts are prepared on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY

Your Company continued to pursue its agenda on social responsibility during the year. The Rain Water Harvesting scheme is working efficiently and the water stored in the reservoir is shared with surrounding villages. Your Company also regularly conducts Medical Camps for the villages around the various Mines and factories.

HUMAN RESOURCES

Your Company has successfully aligned human capital with business and organizational objectives. The emphasis has been on team work, skill development and development of leadership and functional capabilities of the employees.

INDUSTRIAL RELATIONS

The Board of Directors places on record the active, dedicated and valuable contribution made by employees of the Company at all levels in achieving the results in the operations of the Company. The Industrial relations remained cordial at all units of the Company.

ACKNOWLEDGEMENT

The Board of Directors places on record their appreciation for the continued support and confidence received from Banks viz. Axis Bank Ltd., State Bank of India, Yes Bank Ltd., ICICI Bank Ltd. and Inducing Bank Ld. and Central and State Governments and other Government authorities.

The Directors are also thankful to all other stakeholders for their valuable sustained support to the Company. FOR AND ON BEHALF OF THE BOARD

Sd/-

Place : Gurgaon Karan Thapar

Date : 02-05-2014 Chairman


Jun 30, 2013

The directors have pleasure in presenting the Sixty Eighth Annual Report together with the Audited Statement of Accounts for the financial year ended 30 June 2013.

fiNaNcial HigHligHts

IN RS. CRORE STANDALONE CONSOLIDATED Particulars 2012–13 2011–12 2012–13 2011–12

Net Sales 981.14 1,090.23 4,854.81 4,732.25

Profit before Interest, Depreciation, Amortisation and Taxes 161.22 128.43 875.58 800.90

Less: Finance Cost 42.64 26.40 346.71 265.63

Profit before Depreciation, Amortisation and Taxes 118.58 102.03 528.87 535.27

Less: Depreciation and Amortisation 80.89 89.83 451.70 364.01

Profit for the year before Tax 37.69 12.20 77.17 171.26

Less: Tax Expense 4.50 5.63 (16.38) 12.19

Profit after Tax 33.19 6.57 93.55 159.07

Less: Minority Interest 15.67 35.98

Add: Balance brought forward from the previous year 248.87 290.78 625.48 618.53

Add: Debenture Redemption Reserve no longer required 20.00 7.50 40.00 7.50

Leaving a surplus of 302.06 304.85 743.36 749.12

Which your directors recommend, be appropriated as follows:

Transfer to General Reserve 1.70 1.00 1.70 1.00

Distribution on unsecured perpetual securities 90.41 67.66

Transfer to Debenture Redemption Reserve 21.88 16.88 21.88 16.88

Payment of Dividend:

Proposed Dividend on 65,5523,839 Equity Shares of Rs. 2/- 19.67 32.78 19.67 32.78 each @ 15 per cent

Add: Dividend Tax 3.34 5.32 9.14 5.32

Balance carried forward to next year''s Account 255.47 248.87 600.56 625.48

OPERATIONS

A detailed review of the operations and performance of the Company is provided in the Management Discussion & Analysis Report, which is given as a separate chapter in the Annual Report.

INTERNAL RESTRUCTURING OF THE BUSINESSES

The Company completed the transfer by way of slump exchange basis, as a going concern, the then business undertakings of the Company comprising Units Sewa and Ashti with Unit Kamalapuram, which was then a part of BILT Graphic Paper Products Limited (BGPPL), a step down subsidiary of the Company.The transfer was executed on 1 October 2012 with effect from 1 July 2012, pursuant to approval of Members of the Company by an overwhelming majority as per the votes cast through a Postal Ballot. Post completion of the Slump Exchange, the shareholding of the Company in BGPPL remains unchanged and hence there is no impact on the consolidated financials of the Company.

During the financial year 2012–13, the Company completed acquisition of captive power plant (CPP) of Avantha Power & Infrastructure Limited (APIL) situated at Unit Shree Gopal and BGPPL had also completed acquisition of CPPs of APIL situated at Units Ballarpur, Bhigwan and Sewa.

Consequently, the performance of the Company, both standalone and consolidated, for the financial year ended 30 June 2013 is not strictly comparable with that of the previous financial year.

DIVIDEND

Your Directors have recommended payment of dividend of Rs.0.30 per equity share of Rs.2/- each (previous year Re.0.50 per equity share) on the equity share capital of the Company for the financial year ended 30 June 2013.

DIRECTORATE

Mr. Gautam Thapar and Mr. Sanjay Labroo, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The details of the Directors being recommended for re-appointment are contained in the Corporate Governance Report.

PROMOTER GROUP

The Company is a part of the Avantha Group, one of India''s leading business conglomerates led by the Chairman, Mr Gautam Thapar. The Avantha Group has a worldwide presence in 90 countries with more than 25,000 employees. As required by the Listing Agreement with the Stock Exchanges, the Company periodically discloses its Promoter Group and persons acting in concert in the shareholding pattern and other filings with the Stock Exchanges.

SUBSIDIARY COMPANIES

The Company has three Indian subsidiaries viz. BILT Graphic Paper Products Limited (BGPPL), BILT Tree Tech Limited (BTTL) and Premier Tissues (India) Limited (PTIL) and five foreign subsidiaries i.e. four based in The Netherlands namely Ballarpur International Holdings B.V. (BIH), Ballarpur International Graphic Paper Holdings B.V. (BIGPH), Ballarpur Paper Holdings B.V. (BPH) and Ballarpur Speciality Paper Holdings B.V. (BSPH); Sabah Forest Industries Sdn. Bhd. (SFI) based in Malaysia. BTTL and PTIL are direct subsidiaries and BGPPL is a step down subsidiary of the Company.

During the year, erstwhile Ballarpur Packaging Holdings B.V. (subsidiary of the Company) was merged into BSPH on 8 June 2013 with effect from 1 July 2012.

Pursuant to a general exemption granted by the Ministry of Corporate Affairs under Section 212 of the Companies Act, 1956, the Company is not required to annex to this Report, the Annual Reports of the abovementioned subsidiaries for the financial year ended 30 June 2013. However, if any Member of the Company desires to obtain the Annual Reports of its subsidiaries, the Company will make the same available, upon request. The aforesaid Annual Reports will also be available for inspection at the Registered and Head Office of the Company and at Registered Office of the subsidiaries during working hours upto the date of the Annual General Meeting.

The details of each subsidiary with respect to capital, reserves, total assets, total liabilities, details of investment

(except in case of investment in subsidiaries), turnover, profit before taxation, provision for taxation, profit after taxation and proposed dividend are detailed in the Financial Section of the Annual Report.

CONSOLIDATION OF ACCOUNTS

As required by Accounting Standards AS–21 and AS–23 of the Institute of Chartered Accountants of India, the financial statements reflecting the consolidation of the Accounts of the Company and its 8 subsidiaries mentioned above are annexed to this Report.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant particulars pertaining to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo are given in the prescribed format as an Annexure to this Report.

PARTICULARS OF EMPLOYEES

The statement of particulars required pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2011, forms a part of this Report. However, as permitted by the Companies Act, 1956, the Report and Accounts are being sent to all Members and other entitled persons excluding the above statement. Those interested in obtaining a copy of the said statement may write to the Company at its Registered Office and the same will be sent by post. The statement is also available for inspection at the Registered Office, during working hours upto the date of the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 1956.

Your Directors confirm that: ? The Annual Accounts have been prepared in conformity with the applicable Accounting Standards;

? The Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the profit for the financial year;

? Sufficient care has been taken that adequate accounting records have been maintained for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

? The Annual Accounts have been prepared on a going concern basis.

AUDITORS

The Statutory Auditors of the Company, M/s. K. K. Mankeshwar & Co., retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. The Company has received a letter from the Statutory Auditors to the effect that their re-appointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956 and are recommended for re- appointment.

The Company had appointed Messrs S. Gupta & Co., Bahadur Murao & Co. and Ramanath Iyer & Co., Cost Accountants, to audit the Cost Accounts related to paper manufactured by the Company at its three Units i.e. Sewa, Shree Gopal and Ashti respectively, for the financial year ended 30 June 2012. M/s Bahadur Murao & Co. was designated as the lead Cost Auditor for consolidation of aforesaid reports of the Cost Auditors and filing of the same. The due date for filing consolidated Cost Audit Report was 31 January 2013, which was filed on 2 January 2013.

The Company had appointed Messrs Bahadur Murao & Co. to audit the Cost Accounts related to paper manufactured at Unit Shree Gopal for the financial year ending 30 June 2013. The due date for filing the Cost Audit Report for the said financial year is 27 December 2013.

CORPORATE GOVERNANCE

The Auditors, M/s. K. K. Mankeshwar & Co., have certified compliance of the Company with the provisions of Corporate Governance, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges. The Report on Corporate Governance together with the said certificate is attached and forms part of this Report.

FIXED DEPOSITS

The Company had, effective August 2004, discontinued acceptance of fresh deposits/renewal of deposits. There is no deposit due for maturity. Deposits of Rs. 18.40 lac due for repayment as of 30 June 2013 were unclaimed by 70 depositors. As on the date of this Report, Rs.15.58 lac is unclaimed.

ACKNOWLEDGEMENT

The Directors wish to convey their gratitude and appreciation to all of the Company''s employees for their tremendous individual efforts as well as their collective dedication and contribution to the Company''s performance.

The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, government and all the other business associates for their continued support extended to the Company and their confidence in the Management.

For and on behalf of the Board of Directors

GAUTAM THAPAR

Chairman

DIN No.00012289

R. R. VEDERAH

Managing Director & Executive Vice

Chairman

DIN No.00012252

B. HARIHARAN

Group Director (Finance)

DIN No.00012432

Date 29 August 2013

Place New Delhi


Mar 31, 2013

To, The Members:

The Directors have pleasure in presenting the Annual Report with audited statement of accounts for the year ended 31st March, 2013.

(Rs. in Crores)

31st March, 2013 31st March, 2012

Gross operating Profit (before interest and depreciation) 55.33 56.96

Less : Interest 19.29 19.06

Gross Profit before Depreciation 36.04 37.90

Less : Depreciation 14.89 13.37

Profit before tax and exceptional items 21.15 24.53

Less : Exceptional Items 1.29 2.22

Tax Expenses :

Current Tax 5.96 4.96

Short (Excess) Provision adjusted 0.76 0.08

Deferred Tax 1.27 2.44

Profit after Tax 11.87 14.83

To which is added :

- Balance brought forward from the previous year 61.78 54.02

Leaving a balance of 73.65 68.85

Which your Directors recommend to be appropriated as under :

Interim Dividend Paid

- Rs. 5.50 per Preference Share on 30,00,000 11% Preference Shares 1.65 1.65 of Rs.100/- each (last year Rs. 5.50 per Preference Share)

- Rs. Nil per Equity Share of Rs. 2/- each - 1.51 (last year Rs. 0.30 per Equity Share of Rs. 2/- each)

Proposed Dividend

- @ Rs. 5.50 on 30,00,000 11% Preference Shares of Rs. 100/- each 1.65 1.65 (last year Rs. 5.50 per Preference Share)

- @ Rs. 0.20 per Equity Share of Rs. 2/- each 1.00 - (last year Nil)

Tax on Dividend 0.72 0.78

Transfer to General Reserve 1.19 1.48

Carried forward to next year''s account 67.44 61.78

DIVIDEND

Your Directors are pleased to recommend a final dividend @ Rs. 0.20 per Equity Share on 5,02,76,013 Equity Shares, face value of Rs.2/- each, amounting to Rs. 1,00,55,203/- and Rs. 5.50 per Preference Share on 30,00,000 11% Cumulative Redeemable Preference Shares, face value of Rs. 100/- each, amounting to Rs. 1,65,00,000/-.

During the year, the Company had declared and paid an interim dividend @ Rs. 5.50 per preference share on 30,00,000 11% Cumulative Redeemable Preference Shares of Rs. 100/- each for the year ended 31st March, 2013 amounting to Rs. 1,65,00,000/-.

The total outgo on account of dividend including dividend tax of Rs. 71,89,770/- will be Rs. 5,02,44,973/-.

OPERATIONS

Your Company registered an overall growth of about 11% in its net sales turnover from Rs. 378 Crores in the previous year to Rs. 421 Crores in the current year. However, the EBIDTA of Rs. 55.33 Crores was almost at the same level as in the previous year of Rs. 56.96 Crores. The profit after tax declined by about 24% from Rs. 14.83 Crores in the previous year to Rs.11.87 Crores in the year under review.

The net sales from clay business increased from Rs. 205 Crores to Rs. 235 Crores (an increase of about 14%) over the previous year. However, the operating margins were under pressure mainly due to increase in the cost of fuel and power without any corresponding increase in sales realization and the operating profit remained at Rs. 39 Crores as against Rs. 40 Crores in the previous year.

The starch business has shown a marginal growth in sales of 8% from Rs. 172.75 Crores in the previous year to Rs. 186.37 Crores for the year ended 31-03-2013. The starch division as a whole suffered a loss of Rs.3.32 Crores in the current year as against a profit of Rs. 3.90 Crores in the previous year, essentially on account of steep hike in maize price, in case of Yamunanagar unit, which could not be passed on to the customers. However, Yamunanagar unit recorded an operating profit (EBIT) of Rs. 1.78 Crores for the year 2012-13. Specialty starch plant established in Shimoga with a capital outlay of Rs. 45 Crores has not achieved its full capacity and is working at a level of 30% of its capacity and has largely contributed to the dismal performance of the starch business. This unit recorded an operating loss of Rs. 5.10 Crores during the year under review. Overall, the operations of the Company were also affected due to slow down in the growth ofthe economy.

The proposed clay project at Bhuj, Gujarat, charges for which the Company had acquired 10.50 hectares land has been put on hold and company is closely watching the economic changes.

The detailed review of the operations and performance ofthe Clay and Starch businesses is contained in the Management Discussion and Analysis Report which is appended to the Directors'' Report and form part of it.

EXPORTS

The continued global economic slow down impacted the growth in exports particularly in starch. Your Company''s total exports were at Rs. 28 Crores in the year under review as compared to Rs. 25 Crores in the previous year.

RESEARCH & DEVELOPMENT ACTIVITIES

The continued emphasis on R&D activities and strong research orientation has played a stellar role in new product development, application support to the customers as well as technical support to plant operations.

Particulars with respect to R&D activities carried out, benefits derived, and the expenditure incurred thereon during the year under review are provided in Form B annexed to this report and form part of this report.

FIXED DEPOSITS

On 31st March, 2013 fixed deposits amounting to Rs. 36,38,000/- which became due for repayment had remained unclaimed by 17 depositors.

CORPORATE GOVERNANCE

The Company has complied with the code on corporate governance as prescribed under Clause 49 of the Listing Agreement with Bombay Stock Exchange. A compliance report alongwith Auditor''s Certificate confirming the compliance is appended herewith and forms part of this report.

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

As required under rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Conservation of Energy in respect of Starch Division and detail of Technology absorption in respect of Starch and Clay Divisions are annexed herewith in Form A.

The company has recorded export earnings of Rs. 28 Crores and remittance of foreign currency equivalent to Rs. 6.76 Crores towards various purposes details of which have been incorporated in the Notes to Accounts No. 35 to 37.

DIRECTORS

Mr. Karan Thapar and Mr. J.K. Jain , Directors being longest in the office, are liable to retire by rotation and are eligible for reappointment. Their appointments are recommended for your approval. The profile of Mr. Karan Thapar and Mr. J.K.Jain seeking reappointment, forms part ofthe Corporate Governance Report.

Dr. Venkatesh Padmanabhan was appointed as an Additional Director of the Company and as the Managing Director and Chief Executive Officer of the Company for a period of 5 years w.e.f. 11-03-2013. As an Additional Director Dr. Venkatesh Padmanabhan will hold office upto the date of ensuing Annual General Meeting of the Company. A notice U/s 257 of the Companies Act, 1956, proposing his candidature as a Director of your Company, has been received. His appointment as a Director and as the Managing Director is recommended for your approval. The Profile of Dr. Venkatesh Padmanabhan seeking appointment, forms part of the Corporate Governance Report.

Mr. Rahul Gupta Executive Director of the Company ceased to be the Executive Director/ Director w.e.f. 31-12-2012 . Mr. Rahul Gupta had been associated with the Company from 2nd March, 2009. The Board place on record its appreciation for the invaluable service rendered by Mr. Rahul Gupta during his association with the Company.

DELISTING

The Company has received a proposal from M/s DBH International Pvt. Ltd. (DBH) one of the Promoters of the Company, to voluntarily delist the equity shares of the Company from Bombay Stock Exchange, the only stock exchange where the Equity Shares of the Company are listed, in terms of SEBI (Delisting of Equity Shares) Regulations, 2009. DBH has given the floor price of Rs. 41/- per Equity Share. DBH has requested the Company to seek the shareholders approval by way of Postal Ballot in accordance with SEBI (Delisting of Equity Shares ) Regulations, 2009 by way of Special Resolution and get in principle approval of Bombay Stock Exchange. Your Company is taking necessary steps in this matter.

PROMOTER GROUP

The Promoter Group holding in the Company currently is 77.92% of the Company''s Equity Capital. The Members may note that the promoter group companies, are controlled by Mr. Karan Thapar, comprising of the following Companies 1) Greaves Cotton Ltd., (2) Premium Transmission Ltd., (3) Pembril Industrial & Engineering Company Pvt. Ltd., (4) DBH International Pvt. Ltd. (5) Karun Carpets Pvt. Ltd., (6) Greaves Leasing Finance Ltd., (7) Dee Greaves Ltd., (8) Bharat Starch Products Ltd., (9) DBH Global Holdings Ltd., (10) DBH Investments Pvt. Ltd., (11) Greaves Farymann Diesel GmbH (12) DBH Consulting Ltd. (13) Greaves Auto Ltd. (14) Greaves Cotton Netherlands B.V. , (15) Ascot International FZC, (16) Premium Transmission Cooperatie UA, (17) DBH Stephan Ltd. and (18) Premium Stephan B.V.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

Statement of particular of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 as amended upto date are attached herewith and form part of Directors'' Report, as Annexure ''A".

AUDITORS

M/s Walker, Chandiok & Co., Chartered Accountants, the existing Auditors retire and are eligible for reappointment. Their appointment and remuneration is recommended for your approval.

RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed;

a) That the Company has followed the applicable accounting standards in the preparation of the Annual Accounts for the year ending 31-03- 2013 and there is no material deviation from the previous year.

b) That the Company has selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the year ended 31st March, 2013 and of the profit of the year ended 31.03.2013.

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

d) That the Annual Accounts are prepared on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY

Your Company in its avowed commitment towards environment protection and social responsibility, continues to provide free water under its rain water harvesting scheme to the neighbouring villages around the Thonnakkal Mines through pipelines and water tankers. The Company also regularly conducts medical camps for the villagers.

HUMAN RESOURCES

Your Company believes in and lay special emphasis on team work, skill development and development of leadership and functional capabilities ofthe management staff.

INDUSTRIAL RELATIONS

The Board of Directors place on record their sincere appreciation of the active, dedicated and valuable contribution ofthe Company''s employee at all levels.

During the year under review, industrial relations in the Company continued to be cordial and peaceful.

ACKNOWLEDGEMENT

The Board of Directors place on record their appreciation for the invaluable support and co-operation extended by Banks/Financial Institutions viz. Axis Bank Ltd., State Bank of India, Indusind Bank Ltd., ICICI Bank Ltd and Yes Bank Ltd. and Central and State Governments and other Government authorities. The Directors also express their sincere thanks to all other stakeholders for their valuable continued support to the Company.

FOR AND ON BEHALF OF THE BOARD

Sd/- Sd/-

(Vijay Rai) (Dr. Venkatesh Padmanabhan)

Director Managing Director & CEO

Place : Gurgaon

Date : 03-05-2013


Jun 30, 2012

The directors have pleasure in presenting the Sixty Seventh Annual Report together with the Audited Statement of Accounts for the financial year ended 30 June 2012.

IN RS. CRORE

consolidated standalone

particulars 2011-12 2010-11 2011-12 2010-11

Net Sales 4747.81 4498.05 1094.35 1059.12

Profit before Interest and Depreciation 800.90 875.51 128.43 171.94

Less: Interest and Finance Charges (Net) 265.64 270.45 26.40 37.46

Profit before Depreciation 535.26 605.06 102.03 134.48

Less: Depreciation and Amortisation 364.00 335.62 89.83 84.04

Net Profit for the year before Tax 171.26 269.44 12.20 50.44

Less: Provision for Taxation 12.19 3.84 5.63 20.28

Net Profit after Tax 159.07 265.60 6.57 30.16

Less: Minority Interest 35.98 52.90 -- --

Add: Balance brought forward from the previous year 618.54 647.80 290.78 315.09

Add: Debenture Redemption Reserve no longer required 7.50 7.50 7.50 7.50

Leaving a surplus of 749.13 868.00 304.85 352.75

Which your directors recommend, be appropriated as follows: -- -- -- --

Transfer to General Reserve 1.00 5.00 1.00 5.00

Distribution on Unsecured Perpetual Securities 67.67 -- -- --

Transfer to Debenture Redemption Reserve 16.88 198.75 16.88 11.25 Payment of Dividend:

Proposed Dividend on 65,55,23,839 Equity Shares of Rs. 2/- each @ 25 per cent 32.78 39.33 32.78 39.33

Add: Dividend Tax 5.32 6.38 5.32 6.38

Balance carried forward to next year's Account 625.48 618.54 248.87 290.79

OPERATIONS

A detailed review of the consolidated performance of your Company is given in the Management Discussion and Analysis Report, which is a separate chapter in the Annual Report.

INTERNAL RESTRUCTRING OF THE BUSINESSES

Your Directors, in their meeting held on 3 July 2012 approved the transfer by way of slump exchange basis, as a going concern with effect from 1 July 2012, the business undertakings of your Company comprising Unit Sewa & Unit Ashti, engaged in the business of manufacture of Copier Paper with business undertaking of BILT Graphic Paper Products Limited (BGPPL), a step down subsidiary of your Company) comprising Unit Kamalapuram, engaged in the business of manufacture of Rayon Grade Pulp. The aforesaid transfer by way of slump exchange shall include all the employees, movable, immovable and all other assets including intellectual property rights, liabilities, licences, contracts, permits, credits, consents, registrations & approvals etc., whatsoever of the aforesaid business undertakings as a going concern.

Messrs Price Waterhouse & Co. (for the Company) and KPMG India Private Limited (for BGPPL) were appointed as valuers for valuation of the aforesaid business undertakings and based on their valuation, your Directors in its aforesaid meeting had approved the exchange of said undertakings for a net out ow of Rs. 115.00 Crore to be paid by your Company to BGPPL towards difference in value of exchange of business undertakings subject to relevant adjustments.

Your Directors considered the reorganisation to be in the interest of your Company and its Members as it is expected to improve operational efficiencies for both the companies and consolidate the writing & printing paper business, including copier paper business under BGPPL. The shareholding of your Company in BGPPL shall remain unchanged and hence there will be no impact on the consolidated financials of your Company, post the exchange of aforesaid business undertakings. The Members of the Company had approved the same by an overwhelming majority, based on the votes cast on the Postal Ballot, the result of which was declared on 24 August 2012.

Your Directors have also approved the purchase by way of slump sale as a going concern with effect from 1 July 2012, the business undertaking i.e. captive power plant of Avantha Power & Infrastructure

Limited situated at P.O Yamunanagar, Distt.

Yamunanagar, Haryana - 135 001

(Unit Shree Gopal).

DIVIDEND

Your Directors have recommended payment of dividend of Rs. 0.50 per equity share of Rs. 2/- each (previous year Re. 0.60 per equity share) on the equity share capital of your Company for the financial year ended 30 June 2012.

DIRECTORATE

Your Directors had on 28 June 2012 re- appointed Mr. R.R Vederah as Managing Director & Executive Vice Chairman of the Company w.e.f. 1 July 2012 for a period of 2 years. Mr. B. Hariharan and Mr. A.S. Dulat, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. P.V. Bhide was appointed as an Additional Director with effect from 7 February 2012 and holds office upto the date of the forthcoming Annual General Meeting and considering that the Company will benefit from his continuance as a Director, his appointment is being recommended.

Dr. Pramath Raj Sinha and Mr. R.K. Ahooja resigned as Directors of the Company with effect from 31 October 2012 and 7 February 2012 respectively. The Board places on record its deep appreciation for valuable contributions made and insights provided by Mr. Ahooja and Dr. Sinha during their tenure as Directors of the Company.

The details of the Directors being recommended for appointment as well as re- appointment are contained in the Corporate Governance Report.

PROMOTER GROUP

The Company is a part of the USD 4 Billion Avantha Group, an Industrial conglomerate led by Mr. Gautam Thapar. The Avantha Group has a worldwide presence in 10 countries with more than 20,000 employees. As required by the Listing Agreement with the Stock Exchanges, the Company periodically discloses its Promoter Group and persons acting in concert in the shareholding pattern and other filings with the Stock Exchanges.

SUBSIDIARY COMPANIES

Your Company has three Indian subsidiaries viz. BILT Graphic Paper Products Limited (BGPPL), BILT Tree Tech Limited (BTTL) and Premier Tissues (India) Limited (PTIL) and six foreign subsidiaries i.e. five based in The Netherlands namely Ballarpur International Holdings B.V. (BIH), Ballarpur International

Graphic Paper Holdings B.V. (BIGPH), Ballarpur Paper Holdings B.V. (BPH), Ballarpur Speciality Paper Holdings B.V. (BSPH) and Ballarpur Packaging Holdings B.V.(BPGH); Sabah Forest Industries Sdn. Bhd. (SFI) based in Malaysia. BTTL and PTIL are direct subsidiaries and BGPPL is a step down subsidiary of your Company.

During the year, Ballarpur International Packaging Holdings B.V was merged into its holding company, BPGH in the Netherlands with effect from 29 December 2011 and Bilt Paper Limited based in the United Kingdom was voluntary dissolved with effect from 21 February 2012.

Pursuant to a general exemption granted by the Ministry of Corporate Affairs under Section 212 of the Companies Act, 1956, the Company is not required to annex to this Report, the Annual Reports of the abovementioned subsidiaries for the financial year ended 30 June 2012. However, if any Member of the Company desires to obtain the Annual Reports of its subsidiaries, your Company will make the same available, upon request. The aforesaid Annual Reports will also be available for inspection at the Registered and Head Office of your Company and of its subsidiaries, during working hours upto the date of the Annual General Meeting.

The details of each subsidiary with respect to capital, reserves, total assets, total liabilities, details of investment (except in case of investment in subsidiaries), turnover, profit before taxation, provision for taxation, profit after taxation and proposed dividend are detailed in the Annual Report.

On 5 August 2011, BIGPH had successfully completed its debut transaction in the international bond markets by raising US dollar 200 million perpetual non-callable 5 / 10 year bonds at 9.75 per cent rate per annum. This was successfully done through dollar-denominated Subordinated Perpetual Capital Securities (Bonds), despite turbulent market conditions. These Bonds are listed on the Singapore Stock Exchange. The proceeds from the issue of Bonds were used for repayment of existing debt and to fulfil the capital expenditure requirements of subsidiaries of BIGPH. In several ways, this was a pioneering transaction. Most notably, it is the first true US dollar denominated perpetual capital security from India, the first instance of an Asian issuer making a debut through issuance of Bonds, Asia's first non-listed hybrid issuer and Asia's first non- investment grade US dollar new issue since May 2011.BIGPH was rated BB-/ BB- by Standard & Poor's International (S&P) and FITCH and have given a 50 per cent equity credit for the said Bonds, which are entitled to a 100 per cent equity credit accounting under International Financial Reporting Standards.

CONSOLIDATION OF ACCOUNTS

As required by Accounting Standards AS- 21 and AS-23 of the Institute of Chartered Accountants of India, the financial statements of your Company re ecting the consolidation of the Accounts of your Company and its 9 subsidiaries mentioned above are annexed to this Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant particulars pertaining to conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo are given in the prescribed format as an Annexure to this Report.

PARTICULARS OF EMPLOYEES

The statement of particulars, required pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2011, forms a part of this Report. However, as permitted by the Companies Act, 1956, the Report and Accounts are being sent to all Members and other entitled persons excluding the above statement. Those interested in obtaining a copy of the said statement, may write to the Company at its Registered Office and the same will be sent by post. The statement is also available for inspection at the Registered Office, during working hours upto the date of the Annual General Meeting.

DIRECTOR'S RESPONSIBILITY

STATEMENT

Your Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 1956.

Your Directors confirm that:

. The Annual Accounts have been prepared in conformity with the applicable Accounting Standards;

. The Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of your Company and of the profit for the financial year;

. Sufficient care has been taken that adequate accounting records have been maintained for safeguarding the assets of your Company; and for prevention and detection of fraud and other irregularities;

. The Annual Accounts have been prepared on a going concern basis.

AUDITORS

The Statutory Auditors of your Company,

M/s. K.K. Mankeshwar & Co., retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a letter from the Statutory Auditors to the effect that their re- appointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

COST AUDIT

The Company had appointed Messrs S.

Gupta & Co., Bahadur Murao & Co. and Ramanath Iyer & Co., Cost Accountants, to audit the Cost Accounts related to paper manufactured by your Company at its three Units i.e. Sewa, Shree Gopal and Ashti respectively, for the financial year ended 30 June 2011. The due date of filing these Cost Audit Reports was 27 December 2011 which were filed on 23 December 2011 (Unit Shree Gopal), 26 December 2011 (Unit Ashti) and 27 December 2011 (Unit Sewa).

CORPORATE GOVERNACE

The Auditors, M/s. K.K. Mankeshwar & Co., have certified your Company's compliance of the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement with the Stock Exchanges. The Report on Corporate Governance together with the said certificate is attached and forms part of this Report.

FIXED DEPoSITS

Your Company had, effective August 2004, discontinued acceptance of fresh deposits/ renewal of deposits. There is no deposit due for maturity. Deposits of Rs. 31.29 lac due for repayment as of 30 June 2012 were unclaimed by 136 depositors. As on the date of this Report, Rs. 26.62 lac is unclaimed.

ACKNOWLEDGEMENT

The Directors wish to convey their gratitude and appreciation to all of the Company's employees for their enormous personal efforts as well as their collective dedication and contribution to the Company's performance.

The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, government and all the other business associates for their support extended to the Company and their confidence in the Management.

For and on behalf of the Board of Directors

GAUTAM THAPAR

Chairman

DIN:00012289

R.R. VEDERAH

Managing Director & Executive Vice

Chairman

DIN:00012252

B. HARIHARAN

Group Director (Finance)

DIN:00012432

Date 29 August 2012 Place New Delhi


Mar 31, 2012

The Directors have pleasure in presenting the Annual Report with audited statement of accounts for the year ended 31st March, 2012.

(Rs.in Crores) 31st March 2012 31st March 2011

Gross operating Profit (before interest and depreciation) 56.63 70.72

Less: Interest 18.73 12.98

Gross Profit before Depreciation 37.90 57.74

Less: Depreciation 13.37 12.36

Profit before tax and exceptional items 24.53 45.38

Less: Exceptional Items 2.22 -

Tax Expenses :

Current Tax 4.96 13.80

Short (Excess) Provision adjusted 0.08 (0.09)

Deferred Tax 2.44 1.28

Profit after Tax 14.83 30.39

To which is added :

-Balance brought forward from the previous year 54.02 36.36

Leaving a balance of 68.85 66.75

Which your Directors recommend to be appropriated as under :

Interim Dividend Paid

-Rs.5.50 per Preference Shareon 3000000 11% Preference Shares 1.65 1.65 ofRs.100/- each (last year Rs.5.50 on pro-rata basis)

-@Re.0.30per Equity Share of Rs.2/-each 1.51 2.51 (last year Rs.5/- per Equity Share ofRs.10/- each)

Proposed Dividend

-@Rs.5.50on3000000 11%Preference Shares of Rs.l00/-each 1.65 1.65

(last year Rs.5.50)

- @ Rs. Nil per Equity Share ofRs.2/- each - 2.51 (last year Rs.5/- per Equity Share ofRs.10/- each)

Tax on Dividend 0.78 1.37

Transfer to General Reserve 1.48 3.04

Carried forward to next year's account 61.78 54.02

DIVIDEND

Your Directors recommend a final dividend @ Rs. 5.50 per Preference Share on 30,00,000 11% Cumulative Redeemable Preference Shares, face value of Rs. 100/- each, amounting to Rs. 1,65,00,000/- . However, in view of the reduced profitability of the Company, the Directors do not recommend any final dividend on Equity Share Capital of the Company.

During the year, your Directors had declared and paid an interim dividend @ Re. 0.30 per equity share on 5,02,76,013 Equity Shares of Rs. 2/- each and Rs. 5.50/- per preference share on 11% 30,00,000 Cumulative Redeemable Preference Shares of Rs. 100/- each respectively for the year ended 31st March, 2012.

The total outgo on account of dividend including dividend tax of Rs.78,00,235/-will be Rs.5,58,83,038/-.

SUBSIDIARY COMPANY

During the year under review, your Company became the subsidiary of M/s DBH International Pvt. Ltd. At present M/s. DBH International Pvt. Ltd is holding 2,56,58,240 Equity Shares of Rs.2/- each being 51.03%ofthetotalpaid up Equity Share Capital of the Company.

OPERATIONS

During the year under review, the operations of your Company were adversely impacted due to slow down in the manufacturing sector. Your Company registered a marginal sales growth of 6% with a turn over of Rs. 378 Crores as against Rs. 356 Crores in the previous year. However, higher cost of raw material particularly maize, and increased cost of fuel and chemicals in both business segments, impacted the overall profits of the Company as the increased cost of inputs and raw material could not be passed on fully to the customers. The profit from operations (PBDIT) has decreased from Rs. 70.72 Crores to Rs. 56.63 Crores. In addition, the significant increase in interest costs by Rs. 5.8 Crores further reduced the PAT to Rs.14.83 Crores from Rs. 30.39 Crores in the previous year.

The detailed review of the operations and performance of the Clay and Starch businesses is contained in the Management Discussion and Analysis Report which is appended to the Directors' Report and form part of it.

EXPORTS

The continued thrust on export activities has resulted in an increase in direct exports from Rs. 17.37 Crores to 25.31 Crores showing an increase of about 46%.

NEW PLANTS Specialty Starch Plant at Shimoga

The Specialty Starch plant being established at Shimoga with a capital outlay of Rs. 45 Crores commenced its commercial production w.e.f. 27-06-2011. In this process, the small unviable unit at Puducherry was shut down and its assets were relocated to Yamunanagar and Shimoga.

Clay project at Bhuj

As reported earlier that the Company was exploring possibility of establishing a clay manufacturing unit at Bhuj, Gujarat, the Company has bought 10.50 Hectares land at Bhuj and is in the process of getting various approvals required for the project.

RESEARCH & DEVELOPMENT ACTIVITIES

The Research and Development activities of the Company has given required impetus in new product development, application support to customers and technical support to plant operation.

Particulars with respect to R&D activities carried out benefits derived, and the expenditure incurred thereon during the year under review are provided in Form B annexed to this report and form part of this report.

FIXED DEPOSITS

On 31st March, 2012 fixed deposits amounting to Rs. 12,63,000/- which became due for repayment had remained unclaimed by 18 depositors.

CORPORATE GOVERNANCE

The Company has complied with the code on corporate governance as prescribed under Clause 49 of the Listing Agreement with Bombay Stock Exchange. A compliance report along with Auditor's Certificate conforming the compliance is appended herewith and forms part this report.

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

As required under rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Conservation of Energy and detail of Technology absorption in respect of Starch Division is annexed herewith in Form A.

The company has recorded export earnings of Rs. 25.31 Crores and remittance of foreign currency equivalent to Rs. 5.77 Crores towards various purposes details of which have been incorporated in the Notes to Accounts No.35 to 37.

DIRECTORS

Mr. Vijai Rai and Mr. S.K. Thoshniwal, Directors being longest in the Office, are liable to retire by rotation and are eligible for reappointment. The appointment of Mr. Vijay Rai is recommended for your approval. The Profile of Mr.Vijai Rai seeking reappointment, forms part of the Corporate Governance Report. However, Mr. S.K. Toshniwal, who retires by rotation at the ensuing Annual General meeting, has conveyed his desire not to seek re- appointment. Mr. S.K. Toshniwal has been a Director since 1978. The Directors placed on record their gratitude and appreciation for his invaluable contribution during his long association with the Company as a Director.

The Directors whilst acceding to his request, have proposed that the vacancy on the Board so caused, be not filled for the present, and the resolution at Item No. 5 of the Notice seeks Members' consent thereto, as required by Section 256(4)(a) of the Companies Act, 1956.

Mr. T.Balakrishnan was appointed as an Additional Director of the Company w.e.f. 1-5-2012 and he will hold office upto the date of ensuing Annual General Meeting of the Company. A notice U/s 257 of the Companies Act, 1956, proposing his candidature as a Director of your Company, has been received. His appointment as a Director is recommended for your approval.. The Profile of Mr. T. Balakrishnan seeking appointment, forms part of the Corporate Governance Report.

PROMOTER GROUP

The Promoter Group holding in the Company currently is 77.92% of the Company's Equity Capital. The Members may note that the promoter group companies, are controlled by Mr. Karan Thapar, comprising of the following Companies 1) Greaves Cotton Ltd., (2) Premium Transmission Ltd., (3) Pembril Industrial & Engineering Company Pvt. Ltd., (4) DBH International Pvt. Ltd. (5) Karun Carpets Pvt. Ltd., (6) Greaves Leasing Finance Ltd., (7) Dee Greaves Ltd., (8) Bharat Starch Products Ltd., (9) DBH Global Holdings Ltd., (10) DBH Investments Pvt. Ltd., (11) Greaves Farymann Diesel GmbH (12) DBH Consulting Ltd. (13) Greaves Auto Ltd. (14) Greaves Cotton Netherlands B.V. , (15) Ascot International FZC , (16) Premium Transmission Cooperatie UA, (17) DBH Stephan Ltd. and (18) Premium Stephan B.V., Netherlands.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

Statement of particular of employees as required under Section217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 as amended upto date are attached herewith and form part of Directors' Report, as Annexure 'A".

AUDITORS

M/s Walker, Chandiok & Co., Chartered Accountants, the existing Auditors retire and are eligible for reappointment. Their appointment is recommended for your approval.

RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed;

a) That the Company has followed the applicable accounting standards in the preparation of the Annual Accounts for the year ending 31-03-2012 and there is no material deviation from the previous year.

b) That the Company has selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the year ended 31st March, 2012 and of the profit of the year ended 31.03.2012.

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

d) That the Annual Accounts are prepared on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY

The Company has a well defined approach towards Environment Protection and Social Responsibility. Your Company continues to undertake rain water harvesting under which water is provided free of cost to neighbouring villages around Thonnakkal mines. The Company also conducts regular medical camps for the nearby villagers.

HUMAN RESOURCES

Your Company has successfully aligned human capital with business and organizational objectives. The emphasis has been on team work, skill development and development of leadership and functional capabilities of the management staff.

INDUSTRIAL RELATIONS

During the year under review, industrial relations in the Company continued to be cordial and peaceful.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their gratitude and place on record their appreciation for the invaluable support and co-operation extended by Banks/Financial Institutions viz. Axis Bank Ltd., State Bank of India, Induslnd Bank Ltd., ICICI Bank Ltd and Yes Bank Ltd. and Central and State Governments and other Government authorities.

The Directors also express their sincere thanks to all other stakeholders for their valuable continued support to the Company.

FOR AND ON BEHALF OF THE BOARD

Sd/-

Place : Gurgaon (KARAN THAPAR)

Date : 01-05-2012 Chairman


Mar 31, 2010

The Directors are pleased to present the Annual Report with audited statement of accounts for the year ended 31st March, 2010.

(Rs. in Crores) 31st March 31st March 2010 2009 Gross operating Profit (before interest and depreciation) 69.95 53.22 Less: Interest 13.60 13.94 Gross Profit before Depreciation 56.35 39.28 Less: Depreciation 11.85 10.26 Profit for the year 44.50 29.02 From which is deducted : - Provision for Taxation Current Tax 13.91 5.28 Fringe Benefit tax - 0.25 Short (Excess) Provision adjusted 0.09 0.36 Deferred Tax 1.09 4.12 Profit after Tax 29.41 19.01 To which is added : - Balance brought forward from the previous year 18.33 17.37 Leaving a balance of 47.74 36.38 Which your Directors recommend to be appropriated As under : Interim Dividend Paid - @ Fts.Nil per Preference Share on 10% Preference Shares of Rs. 100/-each (previous year Rs. 10/-per - 0.83 Share on pro-rata) - Rs.5.50 per Preference Share on 200000011% 1.10 1.10 Preference Shares of Rs.100/- each (last year Rs.5.50) - Rs.2.75 per Preference Share on 1000000 11% 0.28 - Preference Shares of Rs.100/- each on pro-rata basis (last year Nil) - @ Rs.5/- per Equity Share of Rs.10/- each (last year Nil) 2.23 - Proposed Dividend - @ Rs.5.50 on 200000011% Preference Shares of 1.10 1.10 Rs.100/-each (last year Rs.5.50) - Rs.2.75 per Preference Share on 100000011% 0.28 - Preference Shares of Rs.100/- each on pro-rata basis (last year Nil) 2.23 2.23 - @ Rs.5/- per Equity Share of Rs.10/- each (last year Rs.5/- per Share) Tax on Dividend 1.21 0.89 Transfer to General Reserve 2.94 1.90 Transfer to capital redemption reserve - 10.00 Carried forward to next years account 36.37 18.33

DIVIDEND

During the year, your Directors had paid an interim dividend @ Rs. 5/- per Equity Share on 4468979 Equity Shares, face value Rs.10/- each, amounting to Rs.2,23,44,895/-, @ Rs.5.50 per Preference Share on 20,00,000 11 % Cumulative Redeemable Preference Shares, face value of Rs.100/- each, amounting to Rs. 1,10,00,000/- and @ Rs.2.75 per Preference Share on 10,00,000 11% Cumulative Redeemable Preference Shares, face value of Rs.100/- each (allotted on 1-10-2009) amounting to Rs. 27,50,000/- (pro rata for 3 months).

Your Directors are pleased to recommend a final dividend @ Rs.5/- per Equity Share on 4468979 Equity Shares, face value Rs.10/- each, amounting to Rs.2,23,44,895/-, @ Rs.5.50 per Preference Share on 20,00,000 11% Cumulative Redeemable Preference Shares, face value of Rs.100/- each, amounting to Rs. 1,10,00,000/- and @ Rs.2.75 per Preference Share on 10,00,000 11 % Cumulative Redeemable Preference Shares, face value of Rs.100/- each (allotted on 1-10-2009) amounting to Rs. 27,50,000/- (pro rata basis). The total outgo on account of dividend including dividend tax of Rs. 1,21,29,238/- will be Rs.8,43,19,028/-.

CAPITAL

During the year under review, the Company issued and allotted 10,00,000 11% Cumulative Redeemable Preference Shares of Rs.100/- each aggregating to Rs. 10,00,00,000/- to M/s Karun Carpets Pvt. Ltd. on 1st October, 2009. The existing Issued, Subscribed and Paid up Capital is Rs.34,46,89,790/- consisting of Preference Share Capital of Rs.30,00,00,000/- and Equity Share Capital of Rs.4,46,89,790/.

PROPOSED CHANGES IN THE SHARE CAPITAL

With a view to boost liquidity of the shares in the market and make available more floating stock in the hands of shareholders of the Company, the Board of Directors of the Company has recommended;

a) to sub-divide 1 (one) Equity Share of Rs.10/- each fully paid up into 5 (five) Equity Shares of Rs.2/- each fully paid up;

b) to issue Bonus shares to the existing Equity Shareholders of the Company in the ratio of 5:4 i.e. 5 (five) Bonus Equity Shares Of Rs.2/- each for every 4 (four) Equity Shares of Rs.2/- each held as on the Record Date/Book Closure.

In view of the aforesaid proposal and considering the plans of the Company to raise money through Equity Shares for its future capital expenditure requirement, the Authorised Share Capital of the Company is proposed to be increased from Rs.38,00,00,000/- to Rs.48,00,00,000/- by creation of additional 1,00,00,000 Equity Shares of Rs.10/- each.

More detail in respect of the aforesaid proposals is provided in the notice of the Annual General Meeting.

OPERATIONS

The year under review witnessed sustained recovery from the global economic recession and the overall performance of the company was impacted positively. Your Company registered a sales growth of 18% with a turnover of Rs.343 Crores as against Rs.290 Crores in the previous year. The Profit from operations (PBDIT) excluding other income has increased significantly from Rs.53

Crores to Rs. 70 Crores, an increase of 32% over the previous year. Profit after tax increased from Rs.19 Crores to Rs. 29 Crores an increase of 53%. A detailed review of the operation and performance of clay and starch business is contained in the Management Discussion & Analysis Report which is appended to the Directors Report and forms part of it.

EXPORTS

The value of exports of your company has increased from Rs.31 Crores to Rs.36 Crores, an increase of 16% over the previous year, in line with the global recovery from recession. In terms of volume, exports increased to 17634 MT from 16555 MT, registering an increase of about 6%.

NEW PLANT Starch Plant

The Speciality Starch Project at Shimoga which was put on hold during 2009-10 due to the global economic recession, is under continuous review of the Company and may be revived during the next financial year in view of the improved economic conditions. As reported earlier, the Company has already taken possession of 66 Acres of land at Shimoga and has so far incurred an expenditure of about Rs. 10.83 Crores on the project.

RESEARCH & DEVELOPMENT ACTIVITIES

Your Company continues to lay emphasis on R&D activities. The Companys R&D units continue to play a defined role in new product development, application support to the customer, as well as technical support to plant operations.

Particulars with respect to R&D activities carried out, benefits derived, and the expenditure incurred thereon during the year under review are provided in Form B annexed to this report and form part of this report.

FIXED DEPOSITS

On 31st March, 2010 fixed deposit amounting to Rs. 15,95,000/- which became due for repayment had remained unclaimed by 39 depositors.

CORPORATE GOVERNANCE

The Company has complied with the code on corporate governance as prescribed by the Securities & Exchange Board of India (SEBI) and had taken all necessary steps to ensure that the guidelines prescribed by SEBI in this regard are fully complied with. A compliance report alongwith Auditors Certificate and the management discussion and analysis is appended herewith.

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

As required under rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Conservation of Energy and detail of Technology absorption in respect of Starch Division is annexed herewith in Form A.

The company has recorded export earnings of Rs. 17.16 Crores and remittance of foreign currency equivalent to Rs. 22.97 Crores towards various purposes details of which have been incorporated in the Notes to Accounts No. 3 to 5 of Schedule 23(B).

DIRECTORS

Mr. S.K. Toshniwal and Mr. Vijay Rai, Directors being longest in the Office, are liable to retire by rotation and are eligible for reappointment. Their appointments are recommended for your approval. The Profile of Mr. S.K. Toshniwal and Mr. Vijay Rai seeking reappointment, forms part of the Corporate Governance Report.

Mr. D. Kohli, Managing Director of the Company ceased to be the Managing Director/ Director w.e.f. 31-03-2010 as per the terms of his appointment. Mr. D. Kohli had been associated with the Company in different positions over a period of 20 years. The Board places on record its appreciation for the invaluable service rendered by Mr. D. Kohli during his association with the Company.

PROMOTER GROUP

The Company is a part of B.M. Thapar Group. The Promoter Group holding in the Company currently is 79.91% of the Companys Equity Capital. The Members may note that B.M. Thapar Group, inter alia, comprise of the following Companies (1) Greaves Cotton Ltd., (2) Premium Energy Transmission Ltd., (3) Pembril Industrial & Engineering Company Pvt. Ltd., (4) DBH International Pvt. Ltd. (5) Karun Carpets Pvt. Ltd., (6) Greaves Leasing Finance Ltd., (7) Bharat Projects Pvt. Ltd., (8) Dee Greaves Ltd., (9) KCT Chemicals & Electricals Ltd., (10) Standard Refinery & Distillery Ltd., (11) Bharat Starch Products Ltd., (12) DBH Global Holdings Ltd., (13) DBH Investments Pvt. Ltd., (14) Greaves Farymann Diesel GmbH (15) DBH Consulting Ltd. (16) Greaves Auto Ltd. and (17) Greaves Cotton Netherlands B.V.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

Name of the employees as covered under Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 as amended upto date are attached herewith and form part of Directors Report, as Annexure A".

AUDITORS

M/s Price Waterhouse, Chartered Accountants, the existing Auditors retire and are eligible for reappointment. Their appointment is recommended for your approval.

RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed;

a) That the Company has followed the applicable accounting standards in the preparation of the Annual Accounts for the year ending 31 -03-2010 and there is no material deviation from the previous year.

b) That the Company has selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the year ended 31st March, 2010 and of the profit of the year ended 31.03.2010.

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

d) That the Annual Accounts are prepared on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY

Your Company continued to pursue its agenda on social responsibility through rain water harvesting scheme under which water is provided free of cost to neighbouring villages around Thonnakkal mines. The Company also conducts regular medical camps for the nearby villagers.

HUMAN RESOURCES

Your Company has successfully aligned human capital with business and organizational objectives. The emphasis has been on team work, skill development and management labour relations.

INDUSTRIAL RELATIONS

The Board of Directors places on record their deep appreciation of the dedicated efforts and valuable contribution made by employees of the Company at all levels. The Industrial relations were cordial at all units of the Company.

ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to sincerely express their appreciation for the continued support and confidence received from Banks/Financial Institutions viz. Axis Bank Ltd., Oriental Bank of Commerce, State Bank of India, State Bank of Indore, Yes Bank Ltd. and Life Insurance Corporation of India, and Central and State Goverments and other Government authorities.

The Directors are also thankful to the stakeholders for their continued support to the Company.

FOR AND ON BEHALF OF THE BOARD Sd/- Sd/- (RAHUL GUPTA) (VIJAY RAI) Place: Gurgaon Executive Director Director Date : 18-05-2010

 
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