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Directors Report of Nath Pulp & Paper Mills Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors are pleased to present the 41st Annual Report on the affairs of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.

FINANCIAL RESULT:

Your Company’s performance during the year is summarized below:

In Lacs

Particulars

Year ended 31st March, 2016

Year ended 31st March, 2015

Sales and other income

8796.42

9585.67

Profit/ (loss) before Depreciation

85.86

388.18

Depreciation

90.50

74.13

Net Profit/ loss for the year

41.55

350.27

Prior Period Items

46.19

36.21

Net Profit /(loss) before tax

(4.64)

314.06

Deferred Tax (Income)/ Expenses

94.27

879.96

Profit after T ax

(98.89))

(565.90)

PERFORMANCE:

The performance of the company during the year was under pressure compared to that of the previous year due to overall recession in the Paper Industry. The working of the company has been satisfactory during the year. Your company has also brought about changes in the process by doing need based capex and has achieved better efficiency in power and fuel consumption.

Your company has developed higher GSM core boards and Thermal paper. Demand for thermal paper is growing constantly.

Despite the adverse conditions, your Company has achieved turnover and other income of Rs. 8796.42 lakh as compared to the previous year Rs. 9585.67 lakh. Company has posted a net Loss before adjustment of deferred tax expenses of Rs.. 4.64 lakh (previous year 314.06 lakh).

INDEBTNESS:

Your Company has crystallized dues of ARC Trust on March 18th 2016 for Rs. 3750 Lakh. Your Company expects to raise money to repay dues of ARC trust by sale of surplus land, loan from associate companies and internal accrual.

Your company has repaid Rs. 468.50 lakh to financial institutions during the financial year.

SUBSIDARY COMPANY:

The Company does not have any subsidiary Company.

PUBLIC DEPOSIT:

The Company has not accepted deposit from the public during the financial year under the review within the meaning of Section 73 of the Companies Act, 2013, read with companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form No MGT-9 shall form part of the Boards Report in Annexure-I. CORPORATE GOVERNANCE

As per Clause-52 of Listing Agreement with the Stock Exchange, the report of the Corporate Governance the certificate of the Auditors of the Company in respect of compliance thereof are appended hereto and forming part of this report; is given in Annexure-II.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report of Corporate Governance.

NUMBER OF MEETING HELD DURING THE YEAR

The details of all the meetings of Board of Directors and the Committees, which has taken place during the year and their details along with their attendance, is given in Annexure-II.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directors’ Report, is given in Annexure-III.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out below:

(A) Conservation of Energy and Foreign Exchange Earnings and Outgo

Your Company is continuously taking initiatives to ensure the optimum utilization of energy available in day to day operations at its plant and factory premises. Your Company uses energy efficient lighting devices, light fittings to save energy, capacitor bank / devices to maintain power factor and plant & equipment which are environment friendly and power efficient.

(B) Technology Absorption

Company has carried out R & D work of high strength core board and thermal paper and Energy Conservation.

Company is benefited in High Realization, Reduction in Energy Cost and Increase in the efficiency of the machines as a result of above R & D.

Expenditure on R & D has been shown under the respective heads of expenditure in the statement of profit and loss, as no separate account is maintained.

(C) Foreign Exchange Earnings and Outgo

The Company has incurred the following expenses in foreign currency during the financial year 2014-15.The rupee equivalent of that amount is given hereunder:

Particulars

Rs. In Lacs

Total Expenditure

1640.62

Total Earnings

-

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made there under, Mrs. Ashu Jain (DIN: 00243310) Director of the Company , shall retire by rotation at this Annual General Meeting and being eligible, offer herself for re-appointment, for which necessary resolution has been incorporated in the notice of the meeting. The Board of Directors recommends the re-appointment of Mrs. Ashu Jain as a Director of the Company.

The Company has received declarations from all the Independent Directors of the Company in terms of Section 149(7) of the Act, confirming that they meet criteria if independence as prescribed under section 149(6) of the Act and Regulation 25 of SEBI Listing Regulations, 2015.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 134 (3) (c) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the year ended March 31, 2016, the applicable Accounting Standards have been followed and there are no material departures from the same;

b. The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31, 2016 and of the Profit of the Company for that period;

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

d. The Directors had prepared the annual accounts of the Company on a ''going concern’ basis;

e. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Disclosures pertaining to remuneration as required Under Section 197(2) of the Companies Act, 2013 and with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part Directors Report, is given in Annexure-IV.

EVALUATION OF BOARD

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,. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

INTERNAL CONTROL SYSTEM

The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the design or operation were observed.

The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to its policies and procedures.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

During the year, your Directors have constituted a Whistle Blower Policy / Vigil Mechanism Policy for the Company to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct of the Company as per the provisions of Section 177 (9) and

(10) of Companies Act, 2013. The Vigil Mechanism Policy report has been uploaded on the Website of the Company at www.nathpaper.com

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year the company has adopted a policy for prevention of Sexual Harassment of Women a workplace and has not received any complaint of harassment. The detailed policy forms has been uploaded on the Website of the Company at www.nathpaper.com

RISK MANAGEMENT POLICY

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

STATUTORY INFORMATION

The Company being basically into the Paper business. Apart from paper business, the Company is not engaged in any other business/activities. Company is the member of BSE and ASE platforms where its shares are listed.

STATUTORY AUDITORS

M/s. R. B. Sharma & Company, Chartered Accountants, Aurangabad (having Firm Registration No.109971W) as Statutory Auditors of the Company, who were appointed in last AGM and holds office until the conclusion of the 41st Annual General Meeting, have expressed their inability to continue and submitted their resignation. Board of Directors have accepted their resignation in Board meeting held on 31st august 2016 ,subject to approval of the same by members in the ensuing Annual general meeting.

Board of Directors in the meeting held on 31st August 2016 appointed M/s Gautam N. Associates, Chartered Accountants, Aurangabad having firm registration no. 103117W to fill up the casual vacancy due to resignation of M/s R.B.Sharma & Company. The appointment of M/s Gautam N. Associates is subject to approval of members in the ensuing Annual general meeting.

The Company has received letter from M/s. Gautam N. Associates, Chartered Accountants, to the effect that their ratification of appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.

SECRETARIAL AUDITOR

The board has appointed M/s Girish Bhandare & Associates, Practicing Company Secretary to conduct Secretarial Audit for the Financial Year 2015-16. The Secretarial Audit Report in annexed herewith in Annexure-V.

AUDITORS REPORT

The notes referred to by the Auditors in their report are self-explanatory and do not call for further explanation.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Your Board endeavors that all contracts/ arrangements/ transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arm’s length basis only. During the year under review the Company has not entered into any contact/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or investments during the year, under Section 186 (4) of Companies Act, 2013.

INSURANCE

All the properties and the insurable interest of the Company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.

INDUSTRIAL RELATIONS

During the year under reference, the workers of the Company had gone on a strike from 14th February 2015 to 14th April 2015 owing to certain differences in the renewal of wage agreement .However, following negotiations and wage settlement with the workers , plant went on stream from 15th April 2015. This has been one of the rare exceptions in Company’s history of maintaining industrial harmony

Company’s industrial relations continue to be cordial. Your directors acknowledge the support and cooperation from employees at all levels.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature and size of operations of your Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, bankers, regulatory bodies and other business constituents during the year under review.

For and on behalf of the Board,

Place: Aurangabad Akash Kagliwal

Date : 31st August, 2016 Whole time Director

(DIN: 01691724)


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 39th Annual Report on the affairs of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2014.

Financial Results

Your Company''s performance during the year is summarized below:

In Lacs

Particulars Year ended 31st year ended 31st March, 2014 March, 2013

Sales and other income 9492.94 8728.08

Profit/ (loss) before Depreciation 407.30 458.72

Depreciation 209.84 219.13

Net Profit/ loss for the year 195.63 281.51

Prior Period Items (1.83) 41.92

Net Profit (loss) before tax 197.46 239.59

Deferred Tax (lncome)/Expenses (5.23) 114.57

Profit after Tax 202.69 125.02

Performance

The working of the company has been satisfactory during the year. However, the working results were adversely affected due to sluggish market conditions coupled with a steep hike in the cost of raw materials due to devaluation of the rupee against USD.

Your company has also brought about significant changes in the process and product mix to produce core boards used for manufacture of tubes required by the textile industry. We also developed thermal paper and eco-friendly chromo paper for * packaging. Production capacity was also raised from 33300 tons to 40000 tons of kraft paper.

With these improvements your company expects to achieve better results in the years ahead.

Your Company has achieved turnover and other income ofRs. 9492.94 lacs, as compared to the previous yearRs. 8728.08 lacs. Company has achieved a net Profit after adjustment of deferred tax income of Rs. 202.69 lacs.

Auditors'' Report

The notes referred to by the Auditors'' in their report are self explanatory and do not call for further explanation.

Directors

In terms of the provisions of the Companies Act, 1956 Mr. Nandkishor Kagliwal, Director of the Company, retires by rotation and being eligible, offers himself for re- appointment.

Auditors

M/s R. B. Sharma & Co., Chartered Accountants, Aurangabad retire as the Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Particulars of Conservation of energy, Technology absorption, Foreign exchange earnings and outgo

Particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 217 (1) (e) of the Companies Act, 1956 read with rule 2 of Companies ( Disclosure of particulars in the Report of Board of Directors Rules 1988 ) are given in the annexure attached hereto and form part of this report.

Particulars of Employees

None of the employees of the Company is covered under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975.

Directors'' responsibility statement

Pursuant to the requirement of section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

a) That the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b) That the selected accounting policies were applied consistently and judgments and estimates that are reasonable and prudent were made 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/(loss) for the period ;

c) That the directors have taken proper and sufficient care for 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 any fraud or other irregularities ;

d) That the annual accounts were prepared for the year ended 31st March 2014 on a going concern basis. Management Discussion and Analysis

A comprehensive Management Discussion and Analysis Report, forming part of report on Corporate Governance is a part of this Annual Report.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a Corporate Governance Report is made a part of this Annual Report.

A Certificate from the Auditors of the Company regarding compliance with the conditions of the Corporate Governance as stipulated in clause 49 of the Listing Agreement is attached to this report.

Company is complying with clause 49 of the Listing Agreement with regard to Corporate Governance and report to that effect is being regularly filed with the Stock Exchanges. The Company has obtained declaration from the Directors for compliance with code of conduct and certificate from CEO/ CFO was placed before the Board of Directors at the meeting held on 30/05/2014.

Industrial Relations

Company''s industrial relations were cordial. Your directors acknowledge the support and co-operation from employees at all levels.

Acknowledgement

The Directors take this opportunity to thank Company''s customers, vendors, business associates, bankers, financial institutions and govt, authorities for their continued support and co-operation to the Company. The Directors also sincerely acknowledge the trust and confidence reposed by the shareholders of the Company.

For and on Behalf of the Board

Akash Kagliwal Whole time Director DIN No: 01691724

Aurangabad Dated: 30/05/2014


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 38th Annual Report on the affairs of the Company together with the Audited Statements of Accounts for the year ended 31 st March, 2013.

Financial Results:

Your Company''s performance during the year is summarized below: r

Particulars Year ended 31st March, 2013 Year ended 31st March ,2012

Sales and other income 9235.83 8206.13

Profit/ (loss) before Depreciation 500.63 564.49

Depreciation 219.13 222.68

Net Profit/ loss for the year 281.51 341.81

Prior Period Items 41.92 (7.61)

Net Profit (loss) 239.59 349.42

Deferred Tax Expense 114.57 166.65

Profit after Tax 125.02 182.77

Performance:

The working results of the company were satisfactory during the year. Company could achieve 95% capacity utilization.

However, the working result of the company adversely affected due to sluggish market condition coupled with a steep hike in the cost of raw materials, chemicals and coal.

However ,paper market has taken a positive turn and the company expects that results for the current year should improve barring unforeseen circumstances.

Company has achieved turnover of? 9235.83 lacs as compared to ? 8206.13 lacs in the previous year. Company has posted a net Profit before adjustment of deferred tax of? 239.59 lacs during the year..

Auditors'' Report:

The notes referred to by the Auditors in their report are self explanatory and do not call for further explanation.

Directors:

In terms of the provisions of the Companies Act, 1956 Mr. Shrirang Agrawal, Director of the Company, retires by rotation and being eligible, offers himself for re- appointment,

Auditors:

M/s R. B. Sharma 86 Company Chartered Accountants, Aurangabad retire as Auditor of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment,

Particulars of Conservation of energy, technology absorption, foreign exchange earnings and outgo:

Particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 217 ( 1) (e) of the Companies Act read with rule 2 of Companies ( Disclosure of particulars in the Report of Board of Directors '' Rules 1988) are given in the annexure attached hereto and forms part of this report.

Particulars of Employees:

None of the employees of the Company is covered under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975.

Directors'' Responsibility Statement:

Pursuant to the requirement of section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

a) That the applicable accounting standards have been followed along with proper explanation relating to material departure , if any;

b) That the selected accounting policies were applied consistently and judgments and estimates that are reasonable and prudent were made 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 / (loss) of the Company for the period ;

c) That the directors have taken proper and sufficient care for 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 or other irregularities ;

d) That the annual accounts were prepared for the financial ended 31st March 2013 on a going concern basis.

Managements Discussion and Analysis:

A comprehensive Management''s Discussion and Analysis Report,forming a part of the Corporate Governance is part of this Annual Report.

Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a Corporate Report is made a part of this Annual report.

A certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated by clause 49 of the Listing Agreement is attached to this report.

Company is complying with clause 49 of the Listing Agreement with regard to Corporate Governance and report to that effect are being regularly filed with the Stock Exchanges.The Compny has obtained declaration from the Directors for compliance of code of conduct and the certificate from CEO/CFO was placed before the Board of Directors at the meeting held today,

Industrial Relations:

Company''s industrial relations are cordial .Your directors acknowledge the support and co-operation from employees at all levels.

Acknowledgement

The Directors take this opportunity to thank Company''s customers, vendors, business associates, bankers, financial institutions and govt, authorities for their continued support and co-operation to the Company, The Directors also sincerely acknowledge the continuous trust and confidence reposed by the shareholders of the Company.

For and on Behalf of the Board Akash Kagliwal

Whole time Director Aurangabad

Dated: 30th May 2013


Mar 31, 2010

The Directors have pleasure in presenting the Annual Report and the Audited Financial Statements for the year ended 31st March 2010.

Financial Results

Your Companys performance during the year is summarized below:

Rs. in lacs

st st Particulars year ended 31 March, 2010 Year ended 31 March, 2009

Sales and other income 5517.03 3914.59

Profit/(Loss) before depreciation 185.79 75.74

Depreciation 365.72 434.63

Net/profit /(loss) for the year (179.93) (358.88)

Exceptional Items (103.62) 13441.45

Fringe Benefit Tax - (2.25)

Net Profit / (Loss) (283.55) 13080.32

Your Company

During the year, Production of Paper aggregated to 25549 tons representing an overall capacity utilization of sixty seven percent. Companys performance in the year ahead shall be significantly better because of economies of scale and near self sufficiency achieved in respect of major inputs.

Strategic Initiatives :

The premium grade Kraft Paper developed last year has been well received in the market and orders are flowing in on a continuous and sustained basis. It shall be Companys endeavor to retain its market share in this sigments in this years ahead. Company has successfully explored a potential demand for its products in United Arab Emirates (UAE). Company shall endeavor to future enhance its market share.

Financials

Your Company has worked out a restructuring package for its dues to financial institutions and banks. The scheme of rehabilitation filed by the Company with the Honble Board for Industrial and Financial Reconstruction is receiving active consideration.

Auditors Report

The notes referred to by the Auditors, in their report, are self explanatory, and do not call for further explanation.

Directors

Mr. Nandkishor Kagliwal, Director of the company, retires by rotation and being eligible, offers himself for reappointment.

Mr. S.S. Agrawal, is proposed to be appointed as a Director of the Company subject to retirement by rotation.

Auditors

Messrs Lodha and Company, Chartered Accountants, Mumbai, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Particulars of Conservation of energy technology absorption, foreign exchange earning and outgo

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required u/s 217(1) (e) of the Companies Act 1956 read with the rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors Rules 1988) are given in the Annexure attached hereto and forms part of this report.

Particulars of employees

None of the employees of the Company is covered under the provisions of Section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of employees) Rules 1975.

Directors responsibility statement

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

a) That the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b) That the selected accounting policies were applied consistently and judgments and estimates that are reasonable and prudent were made 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/(loss) of the Company for the period;

c) That the Directors have 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;

st

d) That the annual accounts were prepared for the financial year ended 31 March 2010, on a going concern

basis.

Corporate Governance

All mandatory provisions of Corporate Governance as provided in the Listing Agreement of the Stock Exchanges on which the Companys shares are listed, are complied with.

Pursuant to clause 49 of Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report and a Corporate Governance Report are made a part of this report.

A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated by clause 49 of Listing Agreement is attached to this report.

Industrial Relations

Industrial relations during the year were cordial.

Acknowledgement

The Directors take this opportunity to thank the companys customers, vendors, business associates, bankers, financial institutions and govt, authorities for their continued support and co-operation to the Company.

The directors also sincerely acknowledge the continued trust and confidence reposed by the shareholders of the company.

For and on behalf of the Board

Place: Aurangabad Akash Kagliwal

Dated: 01.09.2010 Whole time Director


Mar 31, 2009

The Directors have pleasure in presenting the Annual Report and the Audited Financial Statements for the year ended 31st March 2009.

Financial Results

Your Companys performance during the year is summarized below:

Rs. in lacs

Particulars Year ended 31st March, 2009 Year ended 31st March, 2008

Sales and other income 3914.59 6762.06

Profit /(Loss) before depreciation 75.74 437.65

Depreciation 434.63 371.50

Net/profit /(loss) for the year (358.88) 66.15

Exceptional Items 13441.45 7.33

Fringe Benefit Tax (2.25) (3.98)

Net Profit / (Loss) 13080.32 69.50

Your Company

During the year, Companys Production of Paper aggregated to 17952 tons as compared to 26704 tons in the previous year. The capacity utilization was low because of protracted strike by the workers and as also constraints of working capital fund.

Strategic Initiatives :

Your company has successfully developed maplitho and copier grades of paper. In the Kraft segment, Company has developed and marketed a new variety of as Text Tube Premium. As of now, only few manufacturers are producing this premium variety. Companys foray into this segment will improve the profitability significantly.

Financials

Your Company has worked out a restructuring package for its dues to financial institutions and banks. The scheme of rehabilitation filed by the Company with the Honble Board for Industrial and Financial Reconstruction is receiving active consideration.

Auditors Report

The notes referred to by the Auditors, in their report, are self explanatory, and do not call for further explanation.

Directors

Mr. Mahesh Mehta, Director of the company retires by rotation and being eligible, offers himself for reappointment.

Auditors

Messrs Lodha and Company, Chartered Accountants, Mumbai, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Particulars of Conservation of energy technology absorption, foreign exchange earning and outgo

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required u/s 217(1) (e) of the Companies Act 1956 read with the rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors Rules 1988) are given in the Annexure attached hereto and forms part of this report.

Particulars of employees

None of the employees of the Company is covered under the provisions of Section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of employees) Rules 1975.

Directors responsibility statement

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

a) That the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b) That the selected accounting policies were applied consistently and judgments and estimates that are reasonable and prudent were made 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/(loss) of the Company for the period;

c) That the Directors have 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;



d) That the annual accounts were prepared for the financial year ended 31 March 2009, on a going concern basis.

Corporate Governance

All mandatory provisions of Corporate Governance as provided in the Listing Agreement of the Stock Exchanges on which the Companys shares are listed, are complied with.

Pursuant to clause 49 of Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report and a Corporate Governance Report are made a part of this report.

A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated by clause 49 of Listing Agreement is attached to this report.

Industrial Relations

Industrial relations during the year have been cordial except for two months during which workers had resorted to a strike.

Acknowledgement

The Directors take this opportunity to thank the companys customers, vendors, business associates, bankers, financial institutions and govt, authorities for their continued support and co-operation to the company.

The directors also sincerely acknowledge the continued trust and confidence reposed by the shareholders of the company.

For and on behalf of the Board



Place: Aurangabad Akash Kagliwal

Dated: 29.09.2009 Whole time Director

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