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Directors Report of Ecoboard Industries Ltd.

Mar 31, 2016

To,

The Members of

Ecoboard Industries Limited

The directors submit annual report of Ecoboard Industries Limited (the “Company”)along with the audited financial statements for the financial year (FY) ended March 31, 2016. Consolidated performance of the Company has been referred to wherever required.

Directors have tried to maintain coherence in disclosures and flow of the information by clubbing required information topic-wise, and thus certain information which is required in directors report is clubbed elsewhere and has to be read as a part of boards’ report.

1. FINANCIAL SUMMARY / HIGHLIGHTS

(Amounts in Lakhs)

Particulars

Current Year 2015-16

Previous Year 2014-15

Profit/ Loss before interest, depreciation, exceptional items and tax

(694.05)

(204.36)

379.76

407.17

Less: Interest Less: Depreciation

116.08

116.54

Profit/(Loss) for the year from ordinary activities

(1,189.89)

(728.07)

Add: Exceptional income

(278.18)

54.87

Profit/(loss)before Tax

(1,468.07)

(673.20)

Less: Provision for tax

0

0

Profit/(Loss) for the period from continuing operation

Profit/(Loss) for the period from discontinuing operation

(1,468.07)

(673.20)

Tax expenses of discontinuing operation

Profit/(Loss) for the period

(21.75)

(25.61)

From discontinuing operation Profit/( loss) for the period

(0)

(0)

Balance brought forward

Surplus for the year

Balance carried to Balance Sheet

(1,489.82)

(698.81)

(1,489.82)

(698.81)

(1,489.82)

(698.81)

Financial Performance

During the year 2015-16 your company has made turnover of Rs 2,258.52 Lakhs as compared to turnover of the previous financial year of Rs. 1,862.52 Lakhs, whereas Loss for the year is Rs. 1,489.82/- Lakhs as against Rs. 698.81/- Lakhs in the previous financial year. Boards of Directors are confident that the business of the Company will flourish in future and the turnover of the Company will improve which turns the losses into profitability.

Year

Sales performance (Rs. Lacs)

PBT (Rs. Lacs)

PAT (Rs. Lacs)

EPS (Rs. Lacs)

2012

3275.50

(208.57)

(208.57)

(1.17)

2013

3731.05

(592.65)

(690.89)

(3.87)

2014

2807.82

(810.75)

(898.13)

(5.04)

2015

1693.28

(673.20)

(698.81)

(3.92)

2016

2,205.48

(1,468.07)

(1,489.82)

(8.35)

In last two years the Company has faced challenges rising from external factors. In this stressful situation the Company has taken steps to overcome the challenge and found new direction for stable growth. In particle board division the Company has timely upgraded the machineries to reduce the consumption of raw material by 25%. The Bio-Gas division has also working with several new industries like poultry, dairy, pharmaceutical etc. and successfully executed bio-gas project in an internationally renowned pharmaceutical company.

Management’s decision of Modification of existing line of 13.5’x6’ boards has resulted in following:-

a) Reduction in our cost of Production on account of reduction in power consumption by at least 25%.

b) Reduction in ratio of Raw material consumption and inputs.

c) Reduction in manpower on account of automation.

Management sincerely feels that, this will not only help the company to cover up the losses but also to gain profit in near future.

Based on internal financial control framework and compliance systems established in the Company, the work performed by statutory, internal and secretarial auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2015-16.

2. DIVIDEND

In view of paucity of funds in the current year and due to counting losses the, the Board of Directors does not recommend any dividend for the F.Y. 2015-16.

The unclaimed dividend pertaining for the year ended March, 2009 will be transferred to the Investor Education & Protection Fund this year.

3. DIRECTORS AND KMP:

The details of Appointment, re-appointment and retiring by rotation of Directors and Key Managerial Personnel (KMP) are included in Corporate Governance Report, and forms part of the board’s report as ‘Annexure B’.’

4. SEGMENT WISE AND PRODUCT-WISE OPERATIONAL PERFORMANCE:

The details are given under Notes to Accounts of financial statements.

5. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. t he Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. t hat the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

6. MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2015-16, the Company held 5 (Five) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013, listing agreement and Listing Regulations were adhered to while considering the time gap between two meetings.

Name of Director

Category

Attendance of meeting during 2015-16

*No. of other Directorship

Board

Last AGM

Mr. V.S. Raju

Chairman

2

Yes

1

Mr. G. R.K. Raju

Managing Director

4

Yes

1

Mr. Praveen Kumar Raju Gottumukkala

Executive Director

4

Yes

0

Mr. U.S Kadam

Non-Executive & Independent

4

Yes

0

#Dr. N.A. Ramaiah

Non-Executive & Independent

0

No

0

#Mr. Ramchandra Raju P S

Non-Executive & Independent

0

No

4

Mr. Narasimhan Krishnan

Non-Executive & Independent

5

Yes

0

Ms. Venkata Sujani Indukuri

Executive Director

1

Yes

0

##Mr. Siva Sankar Kalive

Additional Director

1

No

0

##Mr. P. V. V. RamaRaju

Additional Director

0

No

0

# Ceased to be Director w.e.f. 14th November, 2015 ## Appointed as Additional Director w.e.f 14th November, 2015

7. PARTICULARS OF LOANS, ADVANCES, GUARANTEES AND INVESTMENTS

Pursuant to section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), disclosure on particulars relating to Loans, advances, guarantees and investments are provided as part of the financial statements.

8. DEPOSITS

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

9. RISK MANAGEMENT

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:

- Provide an overview of the principles of risk management

- Explain approach adopted by the Company for risk management

- Define the organizational structure for effective risk management

- Develop a “risk” culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

10. ANNUAL REVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

11. INDEPENDENT DIRECTORS AND DECLARATION

Composition of the independent director is in compliance with the provisions of the Companies Act, 2013 and Listing Regulations. During the year your Company has appointed Mr. Siva Sankar Kalive and Mr. P. V V Rama Raju as Independent Directors to the Board with relevant expertise and experience.

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

12. CODE OF CONDUCT

i. Code of Conduct for Director and Senior Management of the Company: The Company has adopted the Code of Conduct for the Directors and Senior Management of the Company. All Board Members and Senior Management Personnel have affirmed compliance with the code as on March, 2015.

ii. Code of Conduct for prevention of Insider Trading: The Company has its own Code of Conduct for Prevention of Insider Trading

13. CORPORATE GOVERNANCE:

As the listed Company necessary measures are taken to comply with provisions of the Listing Agreement with Bombay Stock Exchange and SEBI (Listing Obligation and Disclosure Requirements) Regulation,

2015. The Report on Corporate Governance along with the certificate as stipulated confirming compliance with the conditions of Corporate Governance, the Managing Director’s declaration as stipulated under the aforesaid Clause, Regulation and Management Discussion and Analysis Report forms part of Annual Report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION , FOREX EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure A”.

15. EXTRACT OF ANNUAL RETURN IN FORM MGT-9

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure B’.’

16. COMPENSATION AND DISCLOSURE ANALYSIS:

The Companies Act, listing Regulations through various provisions require disclosure and analysis on executive, director’s, KMP’s and other employees’ compensation. The said information forms part of board’s report annexed herewith as “Annexure C”.

17. RELATED PARTY TRANSACTIONS:

Related party disclosures pursuant to sub-section (1) of section 188 of the Companies Act, 2013 are forming part of the Board report and is annexed herewith as ‘Annexure D’.’

18. STATUTORY AUDITORS:

The Company’s Auditors, M/s. Chaturvedi SK & Fellows, Chartered Accountants, Mumbai, (Firm Regn. No. 112627W) were appointed till 31.03.2016. Further the Company wish to appoint them for the period of one financial year i.e. 01.04.2016 to 31.03.2017.

19. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. S. R. Siddheshwar & Co., Pune, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. Secretarial Audit Report for the financial year March 31, 2016 is annexed herewith as ‘Annexure E” in FORM MR-3.

20. COMMENTS ON OBSERVATIONS ON SECRETARIAL AUDIT REPORT

The director’s comment on the observation of Secretarial Auditor has been covered as Annexure -1 of the Secretarial Audit Report.

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which occurred during between the end of the financial year to which the financial statements relate and the date of this report.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

23. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2014

The Company has constituted an internal complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2014. During the year no complaint was filed before the said Committee.

24. ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment. Their dedication and competence has ensured that the Company will definitely overcome from such turbulent situation and emerge as significant and leading player in the industry.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-

V.S.Raju

Place: Pune Chairman

Date: 10.08.2016 DIN: 00842835


Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 24th Annual Report together with the audited financial statements for the year ended 31st March, 2015. The Management Discussion and Analysis Report have also been incorporated into this report.

Directors have tried to maintain coherence in disclosures and flow of the information by clubbing required information topic- wise, and thus certain information which is required in directors report is clubbed elsewhere and has to be read as a part of directors' report.

1. FINANCIAL SUMMARY / HIGHLIGHTS

(Rs. In Lakhs)

Particulars Current Previous Year Year

2014-15 2013-14

Profit/ Loss before interest, (204.36) (89.24) depreciation, exceptional items and tax

Less: Interest 407.17 384.31

Less: Depreciation 116.54 337.20

Profit/(Loss) for the year (728.07) (810.75) depreciation, exceptional items and tax

Add: Exceptional income 54.87 0

Profit/(loss)before Tax (673.20) (810.75)

Less: Provision for tax 0 0

Profit/(Loss) for the period (673.70) (810.75) from continuing operation

Profit/(Loss) for the period (25.61) (87.38) from discontinuing operation

Tax expenses of discontinuing (0) (0) operation

Profit/(Loss) for the period (698.81) (898.13) From discontinuing operation

Profit/( loss) for the period

Balance brought forward (698.81) (898.13)

Surplus for the year (698.81) (898.13)

Balance carried to Balance Sheet

Financial performance

During the year 2014-15 your company has made turnover of Rs. 1862.52/- Lakhs as compared to turnover of the previous financial year of Rs. 2860.72/- Lakhs, whereas Loss for the year is Rs. 698.81/- Lakhs as against Rs. 898.81/- Lakhs in the previous financial year. Boards of Directors are confident that the business of the Company will flourish in future and the turnover and profitability of the Company will improve.

Year Sales PBT PAT EPS performance (Rs. Lacs) (Rs. Lacs) (Rs. Lacs) (Rs. Lacs)

2011 4294.54 (399.57) (399.57) (2.24)

2012 3275.50 (208.57) (208.57) (1.17)

2013 3731.05 (592.65) (690.89) (3.87)

2014 2807.82 (810.75) (898.13) (5.04)

2015 1693.28 (673.20) (698.81) (3.92)

As already informed, your Company has taken up the works of setting a new production line at its Velapur unit for production of 8'x4' size particle boards from bagasse and of improving material preparation section of particle boards line of 13.5' x 6' size boards.

Due to work on this project, production of particle boards on existing line of 13.5'x6' boards was suspended in April 2014 as a result the Sales Revenue for Company's Product has gone down during the financial year 2014-15 as compared to last year.

Further we are pleased to inform you that Company has completed the work of improving material preparation section of board line and has re-started production of particle boards of 13.5'x6' size. However Work on setting up of new production line is still in progress. During this period from April 2014 to February 2015, Company carried activity of only laminating plain particle boards.

Management is hopeful that the decision of Modification of existing line of 13.5'x6' boards and also setting up of New production line at its Velapur unit will result in:-

a) Reduction in our cost of Production on account of reduction in power consumption by at least 25%.

b) Reduction in ratio of Raw material consumption and inputs.

c) Reduction in manpower on account of automation.

d) Increase in penetration in the market aggressively 8' x 4' boards which presently we are unable to market.

e) With added capacity derive the benefit of Economics of Scale.

Management sincerely feels that, this will not only help the company to cover up the losses but also to gain profit in near future.

Based on internal financial control framework and compliance systems established in the Company, the work performed by statutory, internal and secretarial auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

2. DIVIDEND

In view of paucity of funds in the current year and due to counting losses, the Board of Directors does not recommend any dividend for the F.Y. 2014-15.

The unclaimed dividend pertaining for the year ended March, 2008 will be transferred to Investor Education and Protection Fund this year.

The unclaimed dividend pertaining for the year ended March, 2009 will be transferred to the Investor Education & Protection Fund after the period of 7 years.

3. DIRECTORS AND KMP:

The details of Appointment, reappointment and retiring by rotation of Directors and Key Managerial Persons (KMP) are included in Corporate Governance Report, and forms part of the director's report as "Annexure B".

4. SEGMENT WISE AND PRODUCT-WISE OPERATIONAL PERFORMANCE:

The details are given under Notes to Accounts of financial statements.

5. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the loss of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

6. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted an internal complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

7. MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2014-15, the Company held 6 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

Name of Category Attendance *No. of Director of meeting other during Direct- 2014-2015 orship

Board Last AGM

Mr. V.S. Raju Chairman 5 Yes 1

Mr. G. R.K. Raju Managing 6 Yes 1 Director

# Mr. P Satyanarayana Non-Executive 1 No 3 Raju Director

Mr. Praveen Kumar Raju Executive 6 Yes 1 Gottumukkala Director

Mr. U.S Kadam Non-Executive & 6 Yes 0 Independent

Dr. N.A. Ramaiah Non-Executive & 1 No 0 Independent

Mr. Ramchandra Raju P S Non-Executive & 1 No 4 Independent

Mr. Narasimhan Krishnan Non-Executive & 6 Yes 0 Independent

** Ms. Sujani Venkata Additional Director 1 No 2 Indukuri

* Ceased to be Director w.e.f. 28th March, 2015

* Appointed as Woman Director w.e.f. 27th March, 2015

8. LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any Loans, Guarantees and made Investments under section 186 of the Companies Act, 2013 for the financial year ended 31st March 2015.

9. RISK MANAGEMENT

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:

* Provide an overview of the principles of risk management

* Explain approach adopted by the Company for risk management

* Define the organizational structure for effective risk management

* Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

10. ANNUAL REVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. It covers various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was carried out by the entire Board.

11. INDEPENDENT DIRECTORS AND DECLARATION

Composition of the independent director is in compliance with the provisions of the Companies Act, 2013 and clauses of Listing Agreement.

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

12. CODE OF CONDUCT

i) Code of Conduct for Director and Senior Management of the Company. The Company has adopted the Code of Conduct for the Directors and Senior Management of the Company. All Board Members and Senior Management Personnel have affirmed compliance with the code as on March, 2015.

ii) Code of Conduct for prevention of Insider Trading: the Company has its own Code of Conduct for Prevention of Insider Trading

13. CORPORATE GOVERNANCE:

As a listed Company necessary measures are taken to comply with provisions of the listing agreement entered with Bombay Stock Exchange and SEBI. The Report on Corporate Governance along with a certificate as stipulated confirming compliance with the conditions of Corporate Governance, the Managing Director's declaration as stipulated under the aforesaid Clause 49 and Management Discussion and Analysis Report forms part of the Annual Report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION , FOREX EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure A.

15. EXTRACT OF ANNUAL RETURN IN FORM MGT-9

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure B".

16. COMPENSATION AND DISCLOSURE ANALYSIS:

The Companies Act, listing agreement through various provisions require disclosure and analysis on executive, director's, KMP's and other employees' compensation. And the said information forms part of director's report annexed herewith as "Annexure C

17. RELATED PARTY TRANSACTIONS:

Related party disclosures pursuant to sub-section (1) of section 188 of the Companies Act, 2013 are forming part of the Board report and is annexed herewith as "Annexure D".

18. STATUTORY AUDITORS:

The Company's Auditors, M/s Chaturvedi SK & Fellows, Chartered Accountants, Mumbai, (Firm Regn. No. 112627W) were appointed in AGM 2014 for a period of two audit periods and their appointment needs to be ratified in general meeting.

19. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Abhijit Jagtap & Associates, Pune, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. Secretarial Audit Report is annexed herewith as "Annexure E" in FORM MR3

20. COMMENTS ON OBSERVATIONS ON SECRETARIAL AUDIT REPORT

The director's comments on the observations of secretarial auditor have been covered as Annexure- I of the secretarial audit report.

FOR ECOBOARD INDUSTRIES LIMITED Sd/- Place: Pune V. S. RAJU Date: 22/08/2015 Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting to you 23rd Annual Report on the business and operations of the Company together with the audited statements of accounts for the year ended 31st March 2014.

Financial Results

(Rs. In Lakhs)

Particulars Current Year Previous Year 2013-14 2012-13

Profit/(Loss) before (89.24) 124.21 interest, depreciation, exceptional items and tax

Less:

Interest 384.31 381.09

Depreciation 337.20 335.68

Profit/(Loss) for the year 810.75 (592.56) from ordinary activities

Add: Exceptional income 0 0

Profit/(loss)before Tax 810.75 (592.56)

Less: Provision for tax 0 0

Profit/(Loss) for the 810.75 (592.56) period from continuing operation

Profit/(Loss) for the period (87.38) (98.33) from discontinuing operation

Tax expenses of 0 0 discontinuing operation

Profit/(Loss) for the (87.38) (98.33) period from discontinuing operation

Profit/( loss) for the (898.13) (690.89) period

Balance brought forward (4422.62) (3731.73) Surplus for the year

Balance carried to (5320.75) (4422.62) Balance Sheet

Dividend

In view of paucity of funds in the current year and due to counting losses the, the Board of Directors does not recommend any dividend for the F.Y. 2013-14.

Business

The business environment for Company''s products was better than the last year as there was increase in the revenue of the Company. Management hope the consistence efforts may give better results than previous years.

As a listed Company necessary measures are taken to comply with provisions of the listing agreement entered with Bombay Stock Exchange. A report on Corporate Governance along with a certificate of compliance from the Auditors forms part of this Annual Report. The Managing Director''s declaration regarding compliance with code of conduct for Board Members and Senior Management is attached to the Corporate Governance Report.

Board of Directors

Mr. Vegesna Subba Raju and Mr. Penmetsa Satyanarayana Raju Directors, would retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for reappointment. In accordance with clause 49 of the listing agreement, particulars relating to the Directors seeking re-election/ reappointment at the ensuing Annual General Meeting are furnished in the Corporate Governance Report.

We wish to inform you that Mr. Srinivas Raju, Non Executive Director and Mr. V.P Rane, Independent Director resigned as Directors of the Company w.e.f. 10th August, 2013. The Board placed on record its sincere appreciation for the services rendered by Mr. Srinivas Raju and Mr. V.P Rane to the Company during their tenure of Directorship.

Industrial Relation

Industrial relations during the year continued to be peaceful and there were no man-days lost due to any kind of unrest.

Directors'' Responsibility Statement

In accordance with the requirements of section 217 (2AA) of the Companies Act, 1956, the Directors declare that:

1) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure if any,

2) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit or loss of the Company for the year ended on that date;

3) The Directors had 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;

4) The Directors had prepared the annual accounts on a ''going concern'' basis.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo

The particulars as prescribed under sub-section (1) (e) of section 217of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of directors) Rules, 1988, are set out in ''Annexure I'' to this report. ,

Eco Friendly Compliance

The Company complies with all requirements regarding management of pollutants of manufacturing unit. The plants do not cause any type of water, air or noise pollution. The Company has properly and timely applied for clearances from the State pollution control board for its plant.

Management Discussion & Analysis and Corporate Governance

A report on the Management Discussion & Analysis and Corporate Governance forms part of this report. The Certificate of the Statutory Auditors confirming compliance with Clause 49 of the Listing Agreement relating to Corporate Governance is also annexed as ''Annexure II'' to this report.

Particulars of employees

The relations with the employees continue to remain cordial. The Directors express their appreciation for the support given and the contribution made by the employees at all levels.

There is no employee whose particulars are required to be given under section 217(2A) (a) of the Companies Act 1956 read with the (Particulars of Employees) Rules 1975.

Auditors

The Auditors of the Company, M/s Chaturvedi SK & Fellows, Chartered Accountants, Mumbai would retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Boards Comments on Remarks of Auditors in their report

1. The Company is not a Sick Industry Company within the meaning of Sick industrial Companies Act (SICA) as the company is not manufacturing timber or timber based product but fiber board from agro residues which is not found in the first schedule in SICA strictly to which industries only SICA applies.

2. The Board Members have personally provided loans to company and at no unfair interest rates.

The entries are made properly in registers under section 301 of the Companies Act, 1956.

3. Due to unavoidable circumstances the statutory dues

were not paid on time. However the dues are arranged to be paid shortly.

Acknowledgements

The Directors place on record their appreciation and express their gratitude for the continued support extended to the Company by the Shareholders, Financial Institutions & Banks, Suppliers and the Customers. We thank the Government of India, State Government, Reserve Bank of India, Bombay Stock Exchange both depositaries and other Government Agencies for their support, and look forward to their continued support in the future.

By Order of the Board of Directors, For Ecoboard Industries Ltd

Place : Pune. V.S. Raju Date : 31st October, 2014 Chairman


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting to you 22nd Annual Report on the business and operations of the Company together with the audited statements of accounts for the year ended 31st March 2013.

Financial Results

(Rs. In Lakhs)

Particulars Current Year Previous Year 2012-13 2011-12

Profit before interest, 125.02 317.12 depreciation, exceptional items and tax

Less:

Interest 381.90 343.09

Depreciation 335.68 334.06

Profit/(Loss) for the year (592.56) (360.03)

from ordinary activities

Add: Exceptional income 0 251.90

Profit/(Loss)before Tax (592.56) (108.13)

Less: Provision for tax 0 0

Profit/(Loss) for the (592.56) (100.44) period from continuing operation

Profit/(Loss)for the period (98.33) (100.44) from discontinuing operation

Tax expenses of 0 0 discontinuing operation

Profit/(Loss) for the (98.33) (100.44) period from discontinuing operation

Profit/(Loss) for the (690.89) (208.57) period

Balance brought forward (3731.73) (3523.16) Surplus for the year

Balance carried to (4422.62) (3731.73)

Balance Sheet

Dividend

In view of paucity of funds in the current year and due to continuing losses the Board of Directors does not recommend any dividend for the F.Y. 2012-13.

Business

The business environment for Company''s products was better than the last year as there was increase in the revenue of the Company. Management hope the consistents efforts may give better results than previous years.

Corporate Governance

As a listed Company necessary measures are taken to comply with provisions of the listing agreement entered with Bombay Stock Exchange Ltd. A report on Corporate Governance along with a certificate of compliance from the Auditors, forms part of this Annual Report. The Managing Director''s declaration regarding compliance with code of conduct for Board Members and Senior Management is attached to the Corporate Governance Report.

Board of Directors

Mr. P. Satyanarayana Raju and Mr. Narsimhan Krishnan, Directors, would retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for reappointment. In accordance with clause 49 of the listing agreement, particulars relating to the Directors seeking re-election/ reappointment at the ensuing Annual General Meeting are furnished in the Corporate Governance Report.

Industrial Relation

Industrial relations during the year continued to be peaceful and there were no man-days lost due to any kind of unrest.

Directors'' Responsibility Statement

In accordance with the requirements of section 217 (2AA) of the Companies Act, 1956, the Directors declare that :

1) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure if any.

2) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit or loss of the Company for the year ended on that date;

3) The Directors had 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

4) The Directors had prepared the annual accounts on a ''going concern'' basis.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo

The particulars as prescribed under sub-section (1) (e) of section 217of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of directors) Rules, 1988, are set out in ''Annexure I'' to this report.

Eco Friendly Compliance

The Company complies with all requirements regarding management of pollutants of manufacturing unit. The plants do not cause any type of water, air or noise pollution. The Company has properly and timely applied for clearances from the State pollution control board for its plant.

Management Discussion & Analysis and Corporate Governance

A Report on the Management Discussion & Analysis and Corporate Governance forms part of this Report. The Certificate of the Statutory Auditors confirming compliance with Clause 49 of the Listing Agreement relating to Corporate Governance is also annexed as ''Annexure II'' to this report.

Particulars of employees

The relations with the employees continue to remain cordial. The Directors express their appreciation for the support given and the contribution made by the employees at all levels.

There is no employee whose particulars are required to be given under section 217(2A) (a) of the Companies Act 1956 read with the (Particulars of Employees) Rules 1975.

Auditors

The Auditors of the Company, M/s Chaturvedi SK & Fellows, Chartered Accountants, Mumbai would retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Boards Comments on Remarks of Auditors in their report

1. The Company is not a Sick Industrial Company within the meaning of Sick Industrial Companies Act (SICA) as the Company is not manufacturing timber or timber based products but fibre board from agro residues which is not found in the first schedule in SICA strictly to which industries only SICA applies.

2. The Board Members have personally provided loans to Company and at no unfair interest rates.

The entries are made properly in registers under Section 301 of the Companies Act, 1956.

3. Due to unavoidable circumstances the statutory dues were not paid on time. However the dues are arranged to be paid shortly.

Acknowledgements

The Directors place on record their appreciation and express their gratitude for the continued support extended to the Company by the Shareholders, Financial Institutions & Banks, Suppliers and the Customers. We thank the Government of India, State Government, Reserve Bank of India, Bombay Stock Exchange both depositaries and other Government Agencies for their support, and look forward to their continued support in the future.

By Order of the Board of Directors,

For Ecoboard Industries Ltd

Place : Pune. V.S. Raju

Date : 30th May, 2013 Chairman


Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting to you 21st Annual Report on the business and operations of the Company together with the audited statements of accounts for the year ended 31st March 2012.

Financial Results

(Rs. In Lakhs)

Particulars Current Year Previous Year 2011-12 2010-11

Profit before interest, 322.74 161.44 depreciation, exceptional items and tax

less: Interest 364.66 355.41

Depreciation 418.55 416.08

Profit/(Loss) for the year (460.47) (610.05) from ordinary activities

Add: Exceptional income 251.90 210.48

Less: Provision for tax

Current tax 0 0

Deferred Tax 0 0

Net Profit/(Loss) after Tax (208.57) (399.57)

Less: Appropriations

Dividend 0 0

Tax on Dividend 0 0

Surplus for the year (208.57) (399.57)

Add - Balance brought (3523.14) (3123.57) forward from the previous year

Balance carried to (3731.71) (3523.14) Balance Sheet

Dividend

In view of paucity of funds in the current year, the Board of Directors does not recommend any dividend for the F.Y. 2011-12.

Business

The business environment for company's products remained challenging during the year. Company tried to pass on the increase in input costs to the customers. This faced resistance from the customers leading to fall in sales of particle boards as well as biogas systems. It was only during later part of the year that the customers accepted increase in prices. Management's persistence with the increased selling price for its products helped in bringing down the losses from ordinary business activities. Management hopes to regain its sales volumes during the next year which should bring down the loss even further. Company had orders in hand of the value of more than Rs. 6 Crore for bio-gas systems.

Corporate Governance

As a listed Company necessary measures are taken to comply with provisions of the listing agreement entered with Bombay Stock Exchange. A report on Corporate Governance along with a certificate of compliance from the Auditors, forms part of this Annual Report. The Managing Director's declaration regarding compliance with code of conduct for Board Members and Senior Management is attached to the Corporate Governance Report.

Board of Directors

Mr. V. P. Rane and Dr. N.A. Ramaiah, Directors, would retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for reappointment. In accordance with clause 49 of the listing agreement, particulars relating to the Directors seeking re- election/ reappointment at the ensuing Annual General Meeting are furnished in the Corporate Governance Report.

During the financial year Company appointed Mr. Narasimhan Krishnan and Mr. Praveen Kumar Raju Gottumukkala as directors.

Industrial Relation

Industrial relations during the year continued to be peaceful and there were no man-days lost due to any kind of unrest.

Directors' Responsibility Statement

In accordance with the requirements of section 217 (2AA) of the Companies Act, 1956, the Directors declare that :

1) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure if any.

2) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit or loss of the Company for the year ended on that date;

3) The Directors had 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

4) The Directors had prepared the annual accounts on a 'going concern' basis.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo

The particulars as prescribed under sub-section (1) (e) of section 217of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of directors) Rules, 1988, are set out in 'Annexure I' to this report.

Eco Friendly Compliance

The Company complies with all requirements regarding management of pollutants of manufacturing units. The plants do not cause any type of water, air or noise pollution. The Company has properly and timely applied for clearances from the State pollution control board for its plants.

Management Discussion & Analysis and Corporate Governance

A Report on the Management Discussion & Analysis and Corporate Governance forms part of this Report. The Certificate of the Statutory Auditors confirming compliance with Clause 49 of the Listing Agreement relating to Corporate Governance is also annexed as 'Annexure II' to this report.

Particulars of employees

The relations with the employees continue to remain cordial. The Directors express their appreciation for the support given and the contribution made by the employees at all levels.

There is no employee whose particulars are required to be given under section 217(2A) (a) of the Companies Act 1956 read with the (Particulars of Employees) Rules 1975.

Auditors

The Auditors of the Company, M/s Chaturvedi SK & Fellows, Chartered Accountants, Mumbai would retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Auditors' Report

The Board has duly reviewed the Statutory Auditors' Report issued for the financial year 2011-12.

Acknowledgements

The Directors place on record their appreciation and express their gratitude for the continued support extended to the Company by the Shareholders, Financial Institutions & Banks, Suppliers and the Customers. We thank the Government of India, State Government, Reserve Bank of India, Bombay Stock Exchange both depositories and other Government Agencies for their support, and look forward to their continued support in the future.

By Order of the Board of Directors,

For Ecoboard Industries Ltd

Place : Pune. V.S. Raju

Date : 14th August, 2012 Chairman


Mar 31, 2010

The Directors have pleasure in presenting to you 19th Annual Report on the business and operations of the Company together with the audited statements of accounts for the year ended 31st March 2010.

Financial ftesults (Rs. In Thousand)

Particulars Current Year Previous Year 2009-10 2008-09

Sales & Other Income 501,235 644,097

Operating Profit 24142 113,973

Less:

Interest 27,077 28,242

Depreciation 43,503 50,952

Profit for the year (46,438) 34,779

Less: Provision for tax

(Fringe benefit tax) 0 (213)

Income Tax 381 4,787

Net ProfiVLoss after Tax (46,819) 30,205

Less: Appropriations 0 17,683

Dividend 0

Tax on Dividend 0 3,005

Surplus for the year (46819) 9,517

Add-Balance brought * (265,538) (275,055)

forward from the | previous year Balance carried to (312.357) (265,538) Balance sheet

Dividend

in view of loss in the current year, the Board of Directors does not recommend any dividend for the year ended March 31, 2010.

Business

Company suffers loss for the year 2009-2010 due to non availability of raw material. Prices of bagasse swelled and it was unaffordable for Company to purchase bagasse at the increased price. Cost of production was also increased in disproportion with the sale price.

Company decided to close its islampur Plant due to consistent problem of raw material non availability in required quantity, as bagasse now a days is used in cogeneration of energy by the sugar industry. Company had taken a lot of efforts to survive the plant by purchasing bagasse at escalating costs, eventually the operation of plant was closed from 13lh June, 2010. Company offered retrenchment compensation to employees and most of the dues are settled.

Corporate Governance

As a listed Company necessary measures are taken to comply with provisions of the listing agreement entered with Bombay Stock Exchange. A report on Corporate Governance along with a certificate of compliance from the Auditors, forms part of this Annual Report. The Managing Directors declaration regarding compliance with code of conduct for Board Members and Senior Management is attached to the Corporate Governance Report.

Board of Directors

Mr. Mr. Srinivas Raju P and Dr. N.A. Ramaiah, Directors, would retire by rotation at the ensuing Annual General Meeting of the Company; and being eligible, would offer themselves for reappointment.

In accordance with clause 49 of the listing agreement, particulars relating to the Directors seeking re-election/ reappointment at the ensuing Annual General Meeting are furnished in the Corporate Governance Report.

Industrial Relations

Industrial relations during the year continued to be peaceful and there were no man days lost due to any kind of unrest.

Directors Responsibility Statement

In accordance with the requirements of section 217 (2AA) of the Companies Act, 1956, the Directors declare that:

1) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

2) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31s March, 2010 and of the profit or loss of the Company for the year ended on that date;

3) the Directors had 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

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

Diversification of business

In the wake of Company facing raw material problem for its existing product and keeping the line of eco-friendly business the Board of directors decided diversification in new areas like solar energy, ecohousing and without losing on the eco- friendly line of products, through associate company / subsidiaries, while concentrating fully on particle board through Ecoboard Industries Limited the flagship company. __ For diversification Company has already amended its" Memorandum of Association and obtained approval of members through postal ballot in last financial year.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo

The particulars as prescribed under sub-section (1) (e) of section 217of the Companies Act, 1956, read with the Companies (Disclosure of particulars In the report of the Board of directors) Rules, 1988, are set out in Annexure I to this report.

Eco Friendly Compliance

The company complies with all requirements regarding management of pollutants of manufacturing units. The plants do not cause any type of water, air or noise pollution. The company has obtained clearances from the State pollution control board for its plants.

Management Discussion & Analysis and Corporate Governance

A Report on the Management Discussion & Analysis and Corporate Governance forms part of this Report. The Certificate of the Statutory Auditors confirming compliance with Clause 49 of the Listing Agreement relating to Corporate Governance is also annexed as Annexure II to this report.

Particulars of employees

The relations with the employees continue to remain cordial. The Directors express their appreciation for the support given and the contribution made by the employees at all levels.

There is no employee whose particulars are required to be given under section 217(2A) (a) of the Companies Act 1956 read with the (Particulars of Employees) Rules 1975.

Auditors

The Auditors of the Company, M/s Chaturvedi SK & Fellows, Chartered Accountants, Mumbai would retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Auditors Report

The Board has duly reviewed the Statutory Auditors Report.

Acknowledgements

The Directors place on record their appreciation and express their gratitude for the continued support extended to the Company by the Shareholders, Financial Institutions & Banks, Suppliers and the Customers. We thank the Government of India, State Government, Reserve Bank of India, Bombay Stock Exchange both depositaries and other Government Agencies for their support, and look forward to their continued support in the future.

By Order of the Board of Directors, For Ecoboard Industries Ltd.

V.S. Raju Chairman and Managing Director

Place: Pune

Date : 29,th May, 2010

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