Directors Report of Orient Press Ltd.

Mar 31, 2018

Dear Shareholders,

The Directors are pleased to present the 30^th Annual Report on the business and operations of the Company together with Audited Financial Statements of the Company for the financial year ended March 31, 2018.

1. Financial Performance

The standalone financial statements for the financial year ended March 31, 2018, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (IND AS) as notified by the Ministry of Corporate Affairs.

The summarized financial results of your Company are provided below:

(Rs, In lacs)

Particulars	Year ended 31st March, 2018	Year ended 31st March, 2017
Gross Revenue from Operations*	22,611.91	20,238.66
Other Income	280.36	108.56
Profit before Finance Costs, Depreciation and Tax	1724.48	1583.40
Less: Finance Cost	468.53	601.79
Less: Depreciation and Amortization expenses	683.68	616.39
Profit/(loss) before Tax	572.27	365.22
Less: Tax Expenses	199.27	116.26
Profit/(loss) after Tax	373.00	248.96
Other Comprehensive Income/(expense) (net of tax)	7.96	(1.14)
Total comprehensive Income for the year (net of tax)	380.96	247.82

*Including Excise duty / GST

2. Dividend

Your directors are pleased to recommend a dividend of 12.50% (Rs, 1.25 Per Equity Shares of Rs, 10/- each) for the Financial Year ended 31^st March 2018 (Previous Year Rs, 1.25 per Equity Shares of Rs,10/- each). The dividend if approved and declared in the forthcoming Annual General Meeting would result a Dividend outflow of Rs,125.00 Lakhs and dividend distribution Tax of Rs, 25.70 Lakhs aggregating of total outflow of Rs, 150.70 Lakhs.

3. Results of operations and State of Company''s affairs

The Company has adopted IND AS with effect from April 01, 2017 pursuant to Ministry of Corporate Affairs notification dated 16th February, 2015, notifying the (Indian Accounting Standard) Rule, 2015.

The Gross Turnover of the Company was higher at Rs, 226.12 Crores for the year as against Rs, 202.39 Crores in the previous year, registering an increase of 11.72%. Profit before tax of the Company was higher at Rs, 5.72 Crores for the year as against Rs, 3.65 Crores in the previous year, registering an increase of 56.71%.

4. Expansion Programme

The expansion project of the Company at Greater Noida, Uttar Pradesh for manufacture of 300 Metric Tons per month of flexible packaging materials was completed during the financial year under review and the Company has started commercial production of flexible packaging material from 5^th February, 2018. Full year working of the expansion project will reflect in the Financial Results of the Company for the Financial Year 2018-2019.

Also, during the Financial Year under review, the Company has started manufacturing of Rigid Boxes at its Silvassa Plant.

5. Finance

The Company is availing its Working Capital Limits & Term Loan from Axis Bank Ltd. , Allahabad Bank and Kotak Mahindra Bank Limited. The company has repaid all loan installments on time. During the year CARE awarded “CAREBBB” rating to Bank Loans of the company. This indicates investment grade of the company.

6. Change in Capital Structure

During the financial year under review, 19,25,000 fully paid equity shares of Rs, 10/- each at a premium of Rs, 50/- per share were allotted to shareholders of the Company on preferential allotment basis in compliance with all applicable laws and after obtaining consent of the Shareholders of the Company in the 29^th Annual General Meeting held on 23^rd September, 2017 and in accordance with the approval of BSE Limited and National Stock Exchange of India Limited. Accordingly the issued and paid up capital of the Company has increased to Rs, 100,00,000/- divided into 10,00,000 equity shares of Rs, 10/- each.

7. Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of Companies Act 2013, Mr. Prakash Maheshwari, Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and, being eligible, has offered himself for the reappointment. The Board recommends his re-appointment on the recommendation of the Nomination & Remuneration Committee.

is not required to ratify the appointment of auditors at every annual general meeting, therefore, it is not proposed to ratify the appointment of auditors at the ensuing Annual General Meeting.

8. Director''s Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, make following statements that:

i. In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013, have been followed with proper explanation relating to material departures, if any;

ii. 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 at the end of the financial year 2017-18 and of the profits of the Company for the year under review;

iii. 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;

iv. The directors have prepared the annual accounts on a going concern basis;

v. 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;

vi. 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.

9. Meeting

During the year under review, seven meetings of the Board of Directors and six Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. All the recommendations made by the Audit Committee were accepted by the Board.

10. Statutory Auditors

M/s. Sarda & Pareek., Chartered Accountants (Firm Registration No. 109262W) were appointed as Statutory Auditors at the 29^th Annual General Meeting of the Company till the conclusion of 34^th Annual General Meeting to be held in the year 2022, subject to ratification of their appointment by the Members at every Annual General Meeting. However, as per the amended provision of the Companies (Amendment) Act, 2017 notified on 07.05.2018, Company

11. Auditors'' Report

The Auditors'' Report for the financial year ended 31^st March, 2018 on the financial statements of the Company forms part of the Annual Report. The Auditors'' Report does not contain any qualifications, reservations, adverse remarks, disclaimer or matter of emphasis. Notes to the Financial Statements are self-explanatory and do not call for any further comments.

12. Internal Auditors

Pursuant to provisions of Section 138 of the Companies Act 2013 read with Companies (Accounts) Rules, 2014 the company had appointed “M/s. Shambhu Gupta & Co.,” a firm of Chartered Accountants in practice as Internal Auditors of the Company for the Financial Year 2018-2019.

13. Corporate Social Responsibility

During the year under review the CSR provisions were not applicable to the Company as its Profits before taxation for the preceding 3 financial years viz. 2014-2015 to 2016 2017 were below Rs, 5 crores and therefore did not spent any amount on CSR activities. Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. Mr. Ramvilas Maheshwari is the Chairman of the Committee, Mr. Rajaram Maheshwari and Mr. Ghanshyamdas Mundra are other Members of the Committee. The Committee is responsible for formulating and monitoring the CSR policy of the Company.

The adopted CSR Policy outlines various areas like Eradicating hunger, poverty and malnutrition, Promoting Health care including Preventive Health care, Ensuring environmental sustainability, Employment and livelihood enhancing vocational skills and projects, Promotion of education, Promoting gender equality and empowering women and Rural Development Projects etc. for undertaking CSR activities. Details about the cSr policy is disclosed on the Company''s website, www.orientpressltd.com.

14. Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 (''the Act'') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is appended as "Annexure 1” in the prescribed Form MGT-9, which forms part of this report.

Also as required under amended Section 134(3)(a) of the Companies Act, 2013, amended through Companies Amendment Act, 2017, effective from 31^st July, 2018, the Company will place its Annual Return for the Financial Year 2017-2018 on its Website viz. www.orientpressltd.com, within the prescribed time.

15. Secretarial Audit Report

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the Company had appointed M/s V. K. Mandawaria & Co., Practicing Company Secretaries to undertake Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report is included as "Annexure 2" and forms an integral part of this report. The said Report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations 2015 the (''SEBI (LODR) Regulations, 2015'').

As required under the provisions of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, brief profile and other details of Director being re-appointed are provided in the Notice of Annual General Meeting.

16. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations,2015 is presented in a separate section forming part of this Report.

17. Corporate Governance

A detailed Report on Corporate Governance practices followed by your Company, in terms of Regulation 34(3) of SEBI Listing Regulations, 2015 together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance is provided separately and forms an integral part of this Report.

18. Related Party Transactions

All Contracts/arrangements/transactions entered by the Company with related parties were in ordinary course of business and at arm''s length basis.

During the year under review the Company has not entered into any contracts/arrangements/transactions with related parties which qualify as material in accordance with the policy of the Company on materiality of the related party transactions.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on related party transactions formulated by the Company.

There are no materiality significant related party transactions that may have potential conflict with interest of the Company at large.

Suitable disclosures as required by the Accounting standard (AS-18) has been given in the notes to the financial statements. The related party transactions policy as approved by the Board is uploaded on the company''s website www.orientpressltd.com.

Form AOC-2 pursuant to section 134(3)(h) of the Companies Act, 2013 read with rule 8 (2) of the Companies (Accounts) Rules, 2014 is set out in the "Annexure 3” to this report.

19. Conservation of Energy, Technology Absorption & Foreign Exchange Earning & Outgo

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in "Annexure 4” forming part of this Report.

20. Particulars of Employees

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, none of the employee of the Company has drawn remuneration in excess of the limit set out in the said rules during the year under review. However as required under these Rules a statement showing the names, remuneration drawn by them and other particulars of top 10 employees are provided in the Annual Report, which forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the "Annexure 5" to the Board''s Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available

for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request

21. Segment Reporting

The Company operates in two reportable primary business segments, i.e. Printing Segment and Packaging Segments. The segment wise performance has been given in Management Discussion and Analysis Report, which forms an integral part of this Report.

However, in the meeting of the Board of Directors of the Company held on 30^th May, 2018, the Company has approved the re-classification of Segments into three Primary Segments viz. Printing Segment, Flexible Packaging Segment & Paper Board Packaging Segment w.e.f. 1^st April, 2018 for better presentation and reporting of the Segments as it is not proper to merge both flexible & paper board packaging under the head Packaging Segment.

22. Vigil Mechanism Policy/Whistle Blower Policy Pursuant to the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has established a vigil mechanism. The details of Vigil Mechanism are provided in the Corporate Governance Report. The Vigil Mechanism / Whistle Blower Policy may be accessed on the Company''s website at www.orientpressltd.com.

23. Performance Evaluation of Directors

Criteria of performance evaluation of the Board of Directors including Independent Directors are laid down by Nomination and Remuneration Committee of the Company. Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholder''s Relationship Committee. The manner in which the evaluation has been carried out has been specified in the Corporate Governance Report.

24. Familiarization Programme for Independent Directors The Company has formulated a Familiarization Programme for Independent Directors in terms of Regulation 25 (7) of the SEBI (Listing Obligation & Disclosures Requirements) Regulations, 2015. with an aim to familiarize the Independent Directors on Rigid Box Project 2017 (i.e. Process of manufacturing of Rigid Box, Opportunity and growth of Rigid Box, expected sales, Capital expenditure incurred and production status etc.) on 26^th February, 2018 and has an on-going familiarization programme through Board Presentation, post Board Meeting discussions, etc.

The details of programme for familiarization of Independent Directors with the Company are put up on the website of the Company viz. www.orientpressltd.com.

25. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and formed an Internal Complaint Committee to which employees can write their complaints to the Committee. Also the Company has sexual harassment norms in which it formalized a free and fair

(BSE) and the National Stock Exchange of India Limited (NSE). Both these Stock Exchanges have nation-wide terminals and therefore, shareholders/Investors are not facing any difficulty in trading in the shares of the Company from any part of the country. The Company has paid annual listing fee for the Financial Year 2018-19 to BSE & NSE.

enquiry process with clear timeline.

The following is a summary of sexual harassment complaints received and disposed of during the year 2017-2018:

- No. of complaints received- Nil

- No. of complaints disposed of - Nil

26. Particulars of Loans, Guarantees or Investments During the year under review, the Company has not given any loan or guarantee or made any investment as covered under the provisions of Section 186 of the Companies Act, 2013. Details of Investments made in earlier years have been mentioned, in the Note no. 06 to the Balance Sheet of the Company for the financial year ended on 31^st March, 2018.

27. Particulars of Loans Accepted from Directors

The Particulars of Loans accepted by the Company from its Directors during the financial year under report are given in Note no. 38 J of the Balance Sheet of the Company for the financial year ended on 31^st March, 2018.

28. Risk Management

The Company has in place Risk Management policy which takes care of risk identification, assessment and mitigation. There are no risks which in the opinion of the Board threatens the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of the Annual Report.

29. Fixed Deposits

Your Company has accepted fixed deposit from its Members as per the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Your Company does not have any unpaid or unclaimed public deposits at the end of the financial year 31^st March, 2018. The Company has accepted '' 409.80 Lakhs during the financial year ended March, 2018 & Amortization effect as per Ind As is '' 0.57 Lakhs and Outstanding fixed deposits as on March 31, 2018 is '' 661.77 Lakhs (including Amortization amount '' 0.57 Lakhs). The Company has been consistent in timely repayments of Fixed Deposits and does not fail to repay the deposit or part thereof or any interest thereon.

30. Significant or Material orders passed by the Regulators/ Courts

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

31. Material changes and commitments that have occurred after the close of the financial year till date of this report which affects the financial position of the Company (Pursuant to Section 134(3)(I) of the Companies Act, 2013). There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2017-18 and the date of this report.

32. Transfer to Investor Education and Protection Fund

Pursuant to Section 125 of the Companies Act, 2013 the Company shall transfer unpaid/unclaimed dividends to Investor Education and Protection Fund of the Government of India when it will become due. The details including last date of claiming of unclaimed/unpaid dividend amount is given on the website of the Company viz. www.orientpressltd.com.

33. Listing

The Equity Shares continue to be listed on the BSE Limited

34. Industrial Relations

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

35. Nomination and Remuneration Policy

The policy of the Company on Directors appointment and remuneration, including the criteria for determining qualification, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is available on Company''s website i.e. www.orientpressltd.com.The details of composition, terms of reference of the Nomination and Remuneration committee, number and dates of meeting held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report forming part of the Boards'' Report.

36. Cost Audit & Auditor

Maintenance of Cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is applicable to the Company and accordingly such accounts and records have been made and maintained by the Company for the financial year ended 31^st March, 2018.

In conformity with the directives of the Central Government, the Company has appointed M/s Bhanwarlal Gurjar & Co., CMA, Surat, (Membership No. 22597), as the Cost Auditor u/s 148 of the Companies Act, 2013, for the audit of the Cost accounts for the year ended on 31^st March, 2018 on a remuneration of '' 2,50,000/- plus GST and reimbursement of actual expenses, if any. The remuneration is subject to ratification by members in the ensuing Annual General Meeting of the Company in terms of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2015. There was no qualification or adverse remark in the Cost Audit Report of the Company for the financial year ended 31^st March, 2017 given by M/s Bhanwarlal Gurjar & Co, Cost Auditor.

37. Other Disclosures

a) The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meeting of the Board of Directors and General Meetings.

b) None of the Auditor of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

38. Acknowledgements

Your Company and its Directors wish to extend their sincere thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

For and on behalf of the Board of Directors

Ramvilas Maheshwari

Place: Mumbai Chairman & Managing Director

Date: 11^th August, 2018 DIN: 00250378

---

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the Twenty Eighth Annual Report on the affairs of the Company, together with the Audited Financial Statements for the financial year ended 31^st March, 2016.

1. Financial Summary

(Rs. In Lacs)

Particulars	Year ended	Year ended
	31st March, 2016	31st March, 2015
Gross Revenue	21528.85	20927.59
Profit before Finance Costs, Depreciation and Tax	1558.71	1387.44
Less : Finance Cost	574.78	566.94
Less : Depreciation	588.38	580.51
Profit before Taxation	395.55	239.99
Less : Provision for Normal tax	167.67	41.86
Mat Credit entitlement	--	(82.22)
Provision for Deferred Tax	(10.25)	88.09
Profit after taxation	238.13	192.26
Add: Profit Brought forward from previous year	5191.26	5190.78
Less: Appropriation	5429.39	5383.04
Adjustment relating to Fixed Assets	--	22.59
Transferred to General Reserve	70.00	72.00
Proposed Dividend on Equity share	100.94	80.75
Tax on Dividend	20.55	16.44
Closing Balance	5237.90	5191.26

2. Dividend

Your directors are pleased to recommend dividend of 12.50% (Rs. 1.25/- Per Equity Shares of Rs. 10/- each) for the Financial Year ended 31^st March 2016 (Previous Year Rs. 1.00 per Equity Shares of Rs.10/- each). The dividend if approved and declared in the forthcoming Annual General Meeting would result a Dividend outflow of Rs. 100.94 Lacs and dividend distribution Tax of Rs. 20.55 Lacs aggregating of total outflow of Rs. 121.49 Lacs.

3. Finance

The Company is availing its Working Capital Limits & Term Loan from Axis Bank Ltd. and Allahabad Bank. The company has repaid all loan installments on time. During the year CARE awarded “CAREBBB” rating to Bank Loans of the company. This indicates investment grade of the company.

4. Directors and Key Managerial Personnel

As per the provisions of section 196(3) of the Companies Act, 2013, Managing Director or Whole Time Director of a Company can not continue to be as Managing Director or Whole Time Director after attaining the age of 70 years. However Company can appoint/re-appoint such person as Managing Director or Whole Time Director with the approval of Members of the Company by a Special resolution in a General Meeting giving the justification for his re-appointment in the Explanatory Statement annexed to the Notice of General Meeting. Mr. R. V. Maheshwari, Managing Director of the Company attended the age of 70 years on 28^th April, 2016 and accordingly he had to vacate the office of Managing Directorship of the Company. However the Board of Directors of the Company, subject to the approval of the Members of the Company on recommendation of Nomination and Remuneration Committee re-appointed him as Managing Director of the Company with effect from 28th April, 2016 to the remaining period of his tenure viz. 30th September, 2017. The resolution for his re-appointment is also being placed for approval of members of the Company at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 152 of Companies Act 2013, Mr. Rajaram Maheshwari, Whole time Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and, being eligible, has offered himself for the reappointment. The Board recommends his re-appointment.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.(''SEBI (LODR) Regulations, 2015'').

As required under the provisions of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, brief profile and other details of Directors being re-appointed are provided in the Notice of Annual General Meeting.

Ms. Meenakshi Anchlia had resigned from the post of Company Secretary and Compliance Officer. The Company has accepted her resignation w.e.f. 13th January, 2016.

5. Director''s Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 2015-16 and of the profit of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

6. Meetings

During the year under review, 7 Board Meetings and 5 Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. All the recommendations made by the Audit Committee were accepted by the Board.

7. Statutory Auditors

At the 26^th Annual General Meeting of the Company held on 27^th September, 2014, M/s B. L. Sarda & Associates were appointed as statutory Auditors of the Company for a period of 3 years to hold office from the conclusion of the 26^th Annual General Meeting till the conclusion of the 29^th Annual General Meeting of the Company, subject to ratification by the members at each Annual General Meeting.

The Audit Committee and the Board of Directors of the Company have recommended to the members of the Company, ratification of appointment of M/s B. L. Sarda & Associates, Chartered Accountants, as Statutory Auditors of the Company. The Company has received a letter from B. L. Sarda & Associates confirming that they are eligible for ratification of their appointment.

8. Auditors'' Report

The Auditors'' Report on financial statements forms part of the Annual Report. The Auditors'' Report does not contain any qualifications, reservations, adverse remarks, disclaimer or matter of emphasis. Notes to the Financial Statements are self-explanatory and do not call for any further comments.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

9. Internal Auditors

Pursuant to provisions of section 138 of the Companies Act 2013 and Companies (Accounts) Rules, 2014 the company had appointed “Sarda & Pareek” a firm of Chartered Accountants in practice as Internal Auditors of the Company for the Financial Year ended 31 ^st March, 2016 and their report is reviewed by the Audit Committee from time to time.

10. Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. Mr. Ramvilas Maheshwari is the Chairman of the Committee, Mr. Rajaram Maheshwari and Mr. Ghanshyamdas Mundra are other Members of the Committee. The Committee is responsible for formulating and monitoring the CSR policy of the Company.

The adopted CSR Policy outlines various areas like Eradicating hunger, poverty and malnutrition, Promoting Health care including Preventive Health care, Ensuring environmental sustainability, Employment and livelihood enhancing vocational skills and projects, Promotion of education, Promoting gender equality and empowering women and Rural Development Projects etc. for undertaking CSR activities.

Details about the CSR policy is available on our website, www.orientpressltd.com. The Annual Report on our CSR activities is annexed as "Annexure 1” to this report.

11. Extract of Annual Return

Pursuant to Section 92 (3) of the Companies Act, 2013, extract of the Annual Return of the Company in Form MGT-9 is annexed as “Annexure 2” to this Report.

12. Secretarial Audit Report

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed M/S V. K. Mandawaria & Co., a firm of Company Secretaries in practice to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report issued by them is annexed as “Annexure 3” to this Report. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark.

13. Management Discussion and Analysis Report Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Report.

14. Corporate Governance

In terms of Regulation 34 of SEBI (LODR) Regulations, 2015, a report on Corporate Governance along with Statutory Auditors'' Certificate confirming its compliance is provided separately and forms integral part of this Report.

15. Related Party Transactions

None of the transactions with any of the related parties were in conflict with the company''s interest. Suitable disclosure as required by the accounting standard (AS-18) has been given in the notes to the financial statements. All related party contracts are negotiated on an arms-length basis and are in ordinary course of business. The related party transactions policy as approved by the Board is uploaded on the company’s website www.orientpressltd.com. Particulars of contracts or arrangements entered with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed as "Annexure 4 ” to the this report.

16. Conservation of Energy, Technology Absorption & Foreign Exchange Earning & Outgo

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in "Annexure 5” forming part of this Report.

17. Particulars of Employees

The information required pursuant to Section 197(12) read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been given in “Annexure 6” to the Board’s report.

The information required pursuant to Section 197(12) read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable because none of the employees of the Company drawn remuneration in excess of the limits set out in the said rules during the year under review.

18. Segment

The Company operates in two reportable primary business segments, i.e. printing and packaging. The segment wise performance has been given in Management Discussion and Analysis Report.

19. Vigil Mechanism Policy/Whistle Blower Policy Pursuant to the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has established a vigil mechanism. The details of Vigil Mechanism are provided in the Corporate Governance Report. The Vigil Mechanism / Whistle Blower Policy may be accessed on the Company’s website at www.orientpressltd.com.

20. Performance Evaluation of Directors

Criteria of performance evaluation of the Board of Directors including Independent Directors are laid down by Nomination and Remuneration Committee of the Company. Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Corporate Social Reasonability Committee, Stakeholder Relationship Committee and Share Transfer Committee. The manner in which the evaluation has been carried out has been specified in the Corporate Governance Report.

21. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

As for protection against sexual harassment, Orient Press Limited has formed an internal complaints committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, to which employees can write their complaints. Also the Company has sexual harassment norms in which it formalized a free and fair enquiry process with clear timeline. There are no cases of sexual harassment during the year under report.

22. Particulars of Loans, Guarantees or Investments

The Company has not given any loan or guarantee or made investment covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year ended 31^st March, 2016. Details of Investments made in earlier years are mentioned, in the Schedule -13 in the notes to the accounts to the Balance Sheet for the financial year ended on 31st March, 2016.

23. Internal Control Systems and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director of the Company. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

24. Risk Management

The Company has in place Risk Management policy which takes care of risk identification, assessment and mitigation. There are no risks which in the opinion of the Board threaten the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of the Annual Report.

25. Fixed Deposits

Your company has accepted fixed deposit from its Members as per the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Your Company does not have any unpaid or unclaimed public deposits at the end of the year 31^st March, 2016. Outstanding public (Members)deposits as on March 31, 2016 is Rs. 534.70 Lacs. The Company has been consistent in timely repayments of Fixed Deposits and does not fail to repay the deposit or part thereof or any interest thereon.

26. Significant or Material orders passed by the Regulators/ Courts

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

27. Material changes and commitments

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2015-16 and the date of this report.

28. Transfer to Investor Education and Protection Fund

Pursuant to Section 125 of the Companies Act, 2013 the Company shall transfer unpaid/unclaimed dividends to Investor Education and Protection Fund of the Government of India when it will become due. The details including last date of claiming of unclaimed/unpaid dividend amount is given on the website of the Company viz. www.orientpressltd. com.

29. Listing

The Equity Shares continue to be listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Both these Stock Exchanges have nation-wide terminals and therefore, shareholders/Investors are not facing any difficulty in trading in the shares of the Company from any part of the country. The Company has paid annual listing fee for the Financial Year 2016-17 to BSE & NSE.

30. Share Capital

The paid up equity capital as on March 31, 2016 was Rs. 8,07,50,000. The Company has not issued Equity Shares with differential voting rights nor granted employee stock options nor sweat equity.

The Company has not made provision for purchase of its own shares by employees or by trustees for the benefit of employees.

31. Industrial Relations

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

32. Nomination and Remuneration Policy

The policy of the Company on Directors appointment and remuneration, including the criteria for determining qualification, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is available on Company''s website i.e. www.orientpressltd.com.

The details of composition, terms of reference of the Nomination and Remuneration committee, number and dates of meeting held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report forming part of the Boards'' Report.

33. Cost Auditor

In conformity with the directives of the Central Government, the Company has appointed M/s. Rohit J Vora, Mumbai, Cost Accountants (Membership No. 5740), as the Cost Auditor u/s 148 of the Companies Act, 2013, for the audit of the Cost accounts for the year ended on 31st March, 2016 on a remuneration of Rs. 2,50,000 /- plus service tax and out-of-pocket expenses, if any. The remuneration is subject to ratification by members in terms of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2015.

34. Acknowledgements

Your Company and its Directors wish to extend their sincere thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

For and on behalf of the Board of Directors

(Ramvilas Maheshwari)

Chairman & Managing Director

DIN: 00250378

Place: Mumbai

Date: 12^thAugust, 2016

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Twenty Seventh Annual Report on the affairs of the Company, together with the Financial Statements for the year ended 31st March, 2015.

1. FINANCIAL SUMMARY

(Rs. In lacs)

Particulars Year ended Year ended 31st March, 2015 31st March, 2014

Gross Revenue 21131.23 18991.04

Profit before Finance Costs, 1387.44 1242.87 Depreciation and Tax

Less : Finance Cost 566.94 494.57

Less : Depreciation 580.51 531.67 Profit before Taxation

Less : Provision for Normal 41.86 57.50 tax Mat Credit entitlement

Provision for Deferred Tax (82.22) -

Profit after taxation 192.26 102.55

Add: Profit Brought forward 5190.78 5182.70 from previous year 5383.04 5285.25

Less: Appropriation

Adjustment relating to 22.59 - Fixed Assets

Transferred to General 72 NIL Reserve

Proposed Dividend on 80.75 80.75 Equity share

Tax on Dividend 16.44 13.72

Closing Balance 5191.26 5190.78

2. DIVIDEND

Your directors are pleased to recommend dividend of 10% (Rs. 1/- Per Equity Shares of Rs. 10/- each) for the Financial Year 31st March 2015 (Previous Year Rs. 1.00 per Equity Shares of Rs. 10/- each). The dividend if approved and declared in the forthcoming Annual General Meeting would result a Dividend outflow of Rs. 80.75 Lacs and Dividend Distribution Tax of Rs. 16.44 Lacs aggregating of total outflow of Rs. 97.19 Lacs.

4. FINANCE

The Company is availing its Working Capital Limits & Term Loanfrom Axis Bank Ltd. and Allahabad Bank. The company repaid all loan installments on time. During the year CARE awarded "CAREBBB" rating to Bank Loans of the company. This indicates investment grade of the company.

5. CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Corporate Governance Report is attached as Annexure F to this Report. Certificate of Auditors regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchanges is also attached and forms part of this Report.

6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 125 of the Companies Act, 2013 the Company shall transfer unpaid/unclaimed dividends and unclaimed repayment and interest on fixed deposit to

Investor Education and Protection Fund of the Government of India when it will become due. The details including last date of claiming of unclaimed/unpaid dividend amount is given on the website ofthe Company viz. www.orientpressltd.com.

7. LISTING

The Equity Shares continue to be listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Both these Stock Exchanges have nation-wide terminals and therefore, shareholders/Investors are not facing any difficulty in trading in the shares of the Company from any part of the country. The Company has paid annual listing fee for the Financial Year 2015-16 to BSE & NSE.

8. SHARE CAPITAL

The paid up equity capital as on March 31, 2015 was Rs.8,07,50,000. The Company has not issued Equity Shares with differential voting rights nor granted employee stock options nor sweat equity.

The Company has not made provision for purchase of its own shares by employees or by trustees for the benefit of employees.

Unclaimed Shares

In terms of Clause 5A.II of the listing agreement, the details of unclaimed shares are as under:-

Status No. of No. of holders shares marked whose marked as as unclaimed shares are unclaimed

Status of unclaimed 295 21100 shares as on 1st April,2014

Additional unclaimed - - shares during the year under review

Total Unclaimed shares 295 21100

No. of claims settled 16 1100 and shares released to the rightful claimants during the said year

Balance un-claimed shares 279 20000 as at 31st March, 2015

The company received 16 claims for an aggregate of 1100 shares during the year under review.

These unclaimed shares are held in a separate Demat account titled "Orient Press Limited - Un-claimed suspense account.

9. FIXED DEPOSITS

Your company accepted fixed deposit from Members during the year under review. The details as below:- The Company had accepted deposits u/s 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended. On 1st April 2014 deposit balance was Rs. 632.60 Lacs which was fully paid during the year. Deposit accepted during the year Rs. 353.60 Lacs under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Your Company does not have any unpaid or unclaimed public deposits at the end of the year 31st March, 2015. Outstanding public deposits as on March 31, 2015 is Rs. 353.60 Lacs. The Company has been consistent in timely repayments of Fixed Deposits and does not fail to repay the deposit or part thereof or any interest thereon.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the financial statements.

11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director of the company. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

12. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per the Companies Act, 2013, all companies having net worth of Rs. 500 crore or more, or turnover of Rs. 1,000 crore or more or a net profit of Rs. 5 crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director and such Company shall spend at least 2% of the average net profits of the Company's three immediately preceding financial year. Accordingly, we spent Rs. 1,44,120/- towards our CSR activities in fiscal 2015. The Board could partly spend the amount recommend by the Corporate Social Responsibility committee.

During the year under report the company could only spent Rs. 144120/- on CSR activities as company faced difficulties in undertaking activities included in CSR policy because as per the applicable Rules the CSR expenditure is required to be incurred on project/program mode and expenses incurred on one-off events would not be qualified as part of CSR expenditure.

As the company could not find a suitable project, company contributed Rs. 51000/- to prime minister relief fund and Rs.51000/- to swach Bharat kosh and spent Rs. 42120/- for medical relief camp at the year end.

Our CSR committee comprises Shri Ramvilas Maheshwari (Chairman), Shri Rajaram Maheshwari and Shri Ghanshyamdas Mundra, (Members). The Committee is responsible for formulating and monitoring the CSR policy of the Company. CSR activities, as per the provisions of the Companies Act, 2013, may be undertaken by the Company through a registered trust or a registered society or making contribution to Prime Minister National Relief Fund and Swacch Bharat Kosh.

Details about the CSR policy is available on our website, www.orientpressltd.com. The Annual Report on our CSR activities is appended as Annexure A to the Board's report.

13. ENERGY CONSERVATION , TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT-GO

(A) CONSERVATION OF ENERGY

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

(B) TECHNOLOGY ABSORPTION

Company's products are manufactured by using in- house know how and no outside technology is being used for manufacturing activities and does not have technical collaboration. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

(C) FOREIGN EXCHANGE EARNINGS AND OUT-GO

During the period under review foreign exchange earnings or out flow as below

(Rs. In Lacs)

Particulars 2014-15

Foreign Exchange earned - Export 3752.72

Foreign Exchange used for

a Raw Materials, Stores and 987.57

Spares and Capital Goods b Expenses 31.06

14. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

15. DIRECTORS AND KEY MANAGERIAL PERSONNAL

Shri Prakash Maheshwari retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offer himself for re-appointment. The Directors recommend for his re-appointment

Ms. Vinita Chaparwal was appointed as an additional and Independent Director by the Board of Directors of the Company with effect from 21st March,2015. As per the provisions of Section 161 of the Companies Act, 2013 she holds this office upto the conclusion of forthcoming Annual General Meeting of the Company and therefore the Board recommends the appointment of Ms. Vinita Chhaparwal, as Independent Director under section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement in the ensuing Annual General Meeting to hold office for a term of five years from 21st March 2015 to 20th March 2020. Ms. Vinita Chhaparwal has given declaration that she meets the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Shri Ravishankar Gopalan, an Independent Director submitted his resignation to the Company on March 31,2015 due to preoccupation. The same was accepted by the Board in its meeting held on April 20, 2015. The Board hereby placed on records its sincerest thanks and gratitude for the invaluable contribution made by Shri Ravishankar Gopalan towards the growth and development of the Company during his tenure as a Director.

The Chairman & Managing Director and Whole-time Directors of the Company were re-appointed by the Board of Directors in their meeting held on 27th September, 2014 for a period of 3 years subject to approval of Members in the General Meeting.

Shri Ganeshmal Surana, Chief Financial Officer of the Company resigned w.e. f. 8th October 2014 and Shri Gopal Somani was appointed as Chief Financial Officer of the Company with effect from 1st October 2014. Ms. Meenakshi Anchlia appointed as Whole Time Company Secretary with effect from 23rd March 2015.

16. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholder Relationship Committee and Share Transfer Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

17. NOMINATION AND REMUNERATION POLICY

In accordance with section 178 of the Companies Act 2013 and clause 49 of the Listing Agreement, during the year, on the recommendation and approval of the Nomination and Remuneration Committee, the Nomination and Remuneration Policy of the Company was adopted by the company.

The Company's Policy is available on the Company's website i.e. www.orientpressltd.com. The details of composition, terms of reference of the Nomination and Remuneration committee, number and dates of meeting held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report forming part of the Boards' Report.

18. MEETINGS

During the year, six Board Meetings and six Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

19. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) 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 at the end of the financial year and of the profit of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

20. NUMBER OF COMPLAINTS RELATING TO SEXUAL HARASSMENT IN THE LAST FINANCIAL YEAR AND PENDING, AS ON THE END OF THE FINANCIAL YEAR

As for protection against sexual harassment, Orient Press Limited has formed an internal complaints committee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to which employees can write their complaints. Also the Company has sexual harassment norms in which it formalized a free and fair enquiry process with clear timeline. There are no cases of sexual harassment during the year under report.

21. VIGIL MECHANISM POLICY/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy / whistle blower to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The policy has been placed on the website of the company and available on Web Link: http://www.orientpressltd.com/Policies.html

22. AUDITORS & AUDITOR'S REPORT

In the previous Annual General Meeting the appointment of Auditors of the Company M/S B.L. Sarda & Associates was made for a term of three years to hold office until the conclusion of the 29th Annual General Meeting of the Company. As per the provisions of Section 139 their appointment is required to be ratified in every General Meeting and therefore the Directors recommend their appointment for ratification.

The observation made in the Auditors' Report read together with relevant notes thereon are self-explanatory and hence,do not call for any further comments under Section 134 of the Companies Act, 2013

23. SECRETARIAL AUDITOR

Pursuant to 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. V K Mandawaria & Co., a Firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure B". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

24. COST AUDITORS

Under Companies (Cost Records and Audit) Amendment Rules, 2014 dated 31st December 2014 concluded that for the Financial Year 2014-15, the Cost Audit is not applicable on the Company and applicability on 'Plastic and Polymers and Papers' shall enforce with effect from 1st April 2015.

25. INTERNAL AUDITORS

Pursuant to provisions of section 138 of the Companies Act 2013 and Companies (Accounts) Rules, 2014 the company has appointed "Sarda & Pareek" a firm of Chartered Accountants in practice to undertake the internal audit of the company.

26. EXTRACT OF ANNUAL RETURN

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

27. RELATED PARTY TRANSACTIONS

None of the transactions with any of the related parties were in conflict with the company's interest. Suitable discloser as required by the accounting standard (AS-18) has been given in the notes to the financial statements. All related party contracts are negotiated on an arms-length basis and are in ordinary course of business. The related party transactions policy as approved by the Board is uploaded on the company's website www.orientpressltd.com. Particulars of contracts or arrangements entered with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as "Annexure D" to the Board's report.

28. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been given in "Annexure E" to the Board's report.

The information required pursuant to Section 197(12) read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable because company has not employed any employee drawing salary of Rs. 5, 00,000 per month or Rs.60,00,000 per annum during the year under review.

29. ACKNOWLEDGEMENTS

Your Company and its Directors wish to extend their sincere thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

For and on behalf of the Board of Directors For Orient Press Limited

(R. V. Maheshwari) Chairman & Managing Director DIN: 00250378

Place: Mumbai Date: 26th May, 2015

---

Mar 31, 2014

The Members,

The Directors have pleasure in presenting their Twenty Sixth Report on the affairs of the Company, together with the Financial Statements for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

(Rs. In lacs) Year ended Year ended 31st March, 2014 31st March, 2013

Gross Revenue 18991.04 18523.38

profit before Finance Costs, Depreciation and Tax 1242.87 1652.00

Less : Finance Cost 494.57 324.80

Less : Depreciation 531.67 434.71

profit before Taxation 216.63 892.49

Less : Provision for Normal tax 57.50 -

Provision for Deferred Tax 56.58 125.26

profit after taxation 102.55 767.23

Add: profit Brought forward from previous year 5182.70 4727.15

5285.25 5494.38 Less: Appropriation

Transferred to General Reserve NIL 76.75

Interim Dividend and Proposed Dividend 80.75 201.87

Tax on Dividend 13.72 33.06

Closing Balance 5190.78 5182.70

2. DIVIDEND

Your directors are pleased to recommend dividend of 10% (Rs.1/- Per Equity Shares of Rs. 10/- each) for the financial year 31st March 2014 (Previous Year Rs. 2.50 Per Equity Shares of Rs. 10/- each).

3. MANAGEMENT DISCUSSION AND ANALYSIS

(i) Introduction

The Company is involved in manufacturing activities comprising printing of capital market stationery, commercial printing such as text books, annual reports etc., security printing like MICR cheques, dividend warrants, shares and debenture certifcates, railway tickets and coupons, computer stationery, telephone cards (scratch cards), smart cards, recharge coupons and note books etc. The Company is also engaged in packaging activities which include fexible packaging material of multi-layer flm laminates, paper board mono cartons, liner carton, display cartons and outer corrugated boxes etc.

There was some reduction in total income and profitability of printing division. However, overall profit margin was better. The performance of the Packaging segments during the year was not up to the mark in spite of increase in total income. This was mainly due to increase in raw material prices and other costs and very high currency movements during the year under Report resulting in vide circulation in raw material prices. The operating profit declined to Rs.12.43 Crores in the year under report from Rs. 16.52 Crores in previous year.

(ii) Review of Operations

The Turnover of the Company was higher at Rs. 189.91 Crores for the year as against Rs.185.23 Crores in the previous year, registering an increase of 2.68%.

The Turnover of different divisions of the Company was as under:

(Rs. In Crores)

DIVISION CURRENT YEAR PREVIOUS YEAR

Printing Division 50.34 69.25

Flexible Packaging Division 95.88 78.21

Paper Board Carton Division 43.69 37.77

(iii) Segment wise Performance: The Business of Company falls under two Segments viz.

(a) Printing (b) Packaging

(a) Printing Division: The Turnover of Printing Division decreased by 26% Compared to the previous year mainly due to very low level of IPO issue printing and general slowdown in the economy.

(b) (i) Flexible Packaging: The turnover of

Flexible Packaging Division of the Company increased by 22.59% with commissioning of new expert make Printing Machine. In current year with increased capacity utilisation, turnover of this division should improve further.

(ii) Paper Board Carton Division: The turnover of the Paper Board Carton Division increased by 14.50% compared to previous year. This turnover should increase further in current year with increase in capacity utilisation of newly added Man Roland printing machine.

The Company is keenly interested in inducting new technology aimed at upgrading its existing facilities to remain as one of the leading players in the printing and packaging industry. The Company''s main thrust now is in paper and paperboard related printing and packaging business to safeguard its business interest against any government legislation to curb plastic related packaging on the grounds of environmental pollution. The Company is committed to promote eco-friendly packaging for which it has installed automatic Board to Kraft futing Lamination Machines. All these machineries and equipment''s will help the Company to enhance its business opportunity in value added printing and packaging sector and in export market.

(iv) Future Prospects/Outlook

The present scenario of the printing industry is fragmented and is dominated by a few big players. The printing and packaging industry has lately improved after receiving initial shock of financial crisis in the year 2008-09. There is strong belief that this business improvement will sustain in the future too. The printing and packaging industry is a service provider and it is co-related with the GDP growth of the country as well as the growth of country''s educational sector. Since the GDP growth of the country is pegged at 7%, it provides a lot of encouragement for growth of printing and packaging industry. In the present business scenario and with robust GDP growth, the Company is expecting 10% to 15% growth in its business, at least, for next three years. Besides, India''s printing and packaging industry has upgraded to international standard in the last five years and thus provides a lot of export business opportunities for the sector. India is gradually establishing itself as a business sourcing hub for developed countries in printing and packaging

materials. Initially, it was China and now India is competing with that country in this sector. Today, the printing and packaging industry export growth is significant compared to last five years. Orient Press has also increased its share of business in exports and will continue to do so in the future. We expect at least 10% growth in this feld. Orient Press is constantly upgrading its technology to cater to this market and we expect that in three years our 25% to 30% earnings will be from the export sector which today stands at 22%. Exports are growing by 10% and your company is upgrading its technology to cater to this market. Your Company has also received the "Export House" status from the Govt. of India for its consistent export performance.

(v) Industry structure

Though the printing and packaging industry is one of the biggest employers in the country, the nature of the industry is not organized and it has not been termed as an "Unorganized Industry" by the Government of India. The number of players in our industry is close to 1,30,000 units ranging widely from the highly organized sector to a very small proprietary units. Due to this diversifed structure of the industry, growth and profitability are affected by unhealthy competition.

The packaging industry enjoys continuous growth in demand year after year, necessitating large investments for technology up-gradation and automation of manual operations. However fragmented nature of the industry, consequent unhealthy competition put pressures on margins, increasing payback periods for investments. As demand from the larger customers is consistently increasing, it is expected the organized segment will secure larger market share and better margins.

(vi) Opportunities and threats

(a) Opportunities – Scenario for future opportunities is bright. In the case of printing segment, the enactment of RIGHT TO EDUCATION, by the Parliament, much larger and increasing allocation of budgetary resources by the Central and State Governments, demand for text books and note books is robust. With government change at centre, activities in financial sector has increased and in turn this should help to revive IPO market.

(b) Government is determined to introduce new legislation to curb food adulteration and enforce higher standards of safe and hygienic packaging. This will result in greater opportunities for the entire packaging industry. Your Company is geared up to meet this challenge and is planning to expand its production capacity in the packaging feld to capitalize on this new business opportunity.

(c) Threats – Uncertainty regarding new policies or rules to be enforced for use of plastics in packaging and their impact on the pattern of demand for various types of packaging''s.

(vii) Risks and concern – Adverse or sudden changes in policies of environmental protection affecting use of plastics in packaging, international market conditions for petrochemicals affecting raw material prices and unstable demand scenario affecting export volumes and realisations are risk factors which can impact growth and profitability of the industry and your Company.

(viii) Internal Control Systems and their Adequacy - In our opinion there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of stores, raw materials, plant and machinery, equipment and other assets and for the sale of goods as well. However the Company is in the process of introducing more systems to strengthen its internal controls.

(ix) Material Developments in Human Resources/ Industrial Relations Front - Directly/indirectly your Company is providing employment to more than 500 persons at various levels at its factories and the Corporate office. Its industrial relations continue to remain cordial.

4. FINANCE

The Company is availing its Working Capital Limits from Axis Bank Ltd. and during the year under report Allahabad Bank also participated in working capital funding. The company repaid all loan installments on time. During the year CARE awarded "CAREBBB" rating to Bank Loans of the company. This indicates investment grade of the company.

5. DEPOSITS

The Company has accepted/renewed Fixed Deposits during the year under Report without inviting Fixed Deposits from public as permitted under the provisions of Companies (Acceptance of Deposits) Rules, 1975 and Section 58 of the Companies Act, 1956. Matured and Unclaimed Fixed Deposit of Rs. 128 lacs is outstanding for payment as on the date of this Report.

The Companies Act, 2013 has completely changed rules for deposits. Now your company is not entitled to accept deposits from Public and all existing deposits has to be repaid by 31.3.2015 and the same cannot be renewed on maturity. Your company can accept deposits from its Members after completion of various formalities which includes approval from Members also. The Board has decided to accept deposits from Members of the company subject to your approval and the same is proposed to obtain in the forthcoming Annual General Meeting of the company.

6. CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Corporate Governance Report is attached as Annexure A to this Report. Certifcate of Auditors regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchanges is also attached in Annexure A and forms part of this Report.

7. DIRECTOR''S RESPONSIBILITY STATEMENT

A Director''s Responsibility Statement as required under section 217(2AA) of the Companies Act, 1956 is given below :- i) Directors have followed the applicable accounting standards in the preparation of the Annual Accounts and proper explanations relating to material departures have been given in Note No. 2 of Accounts forming part of the accompanying Accounts.

ii) Directors have selected the Accounting Policies as given in Note No.2 of Accounts 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 profits of the Company for the year ended on that date.

iii) Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting of fraud and other irregularities.

(iv) Directors have prepared the Annual Accounts for the year ended 31st March, 2014 on a going concern basis.

8. DIRECTORS

Shri Rajaram Maheshwari and Shri Sanjay Maheshwari retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. R. Kannan, Mr. Ghanshyamdas Mundra, Mr. Vilas Dighe and Mr. G Ravishankar were appointed directors liable to retire by rotation as per the provisions of erstwhile Companies Act, 1956. They were appointed Independent Directors as per the requirement of clause 49 of the Listing Agreement. Now as per Section 149 read with schedule IV and other applicable provisions of the Companies Act, 2013, company is required to appoint independent directors for a term of 5 Years and they will not be liable for retirement by rotation. Therefore the consent of the members for their appointment as independent directors of the company is being obtained in the ensuing Annual General Meeting.

9. AUDITORS

The Auditors M/s. B.L. Sarda & Associates, Chartered Accountants, who hold office until the conclusion of the ensuing Annual General Meeting have furnished certifcate under Section 139(1) read with Section 141(3) (g) of the Companies Act, 2013 for their eligibility for their appointment. The proposal for their appointment is being included in the Notice of the Annual General Meeting.

10. COST AUDITORS

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act, 1956, the Company was required to maintain the cost accounting records of the Company for the year 2013-2014 and submit Compliance Report. Accordingly the Company has appointed Mr. Rohit J Vora, Cost Accountants, Mumbai as Cost Accountant for the year 2013-2014 who shall submit the Compliance Report for that year by 30th September, 2014.

Further in terms of the Notifcation no. G S R 430E dated 3rd June, 2011 issued by the Central Government, the Company is required to carry out an audit of cost records relating to Paper Board Division commencing from the year 2013-2014. The Company had appointed Mr. Rohit J Vora, Cost Accountants, Mumbai as Cost Accountant for the year 2013-2014 who shall submit the Audit Report for that year by 30th September, 2014.

11. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 are not applicable to the Company as Company has not employed any person drawing a salary of Rs.60,00,000/- in a year or Rs.5,00,000/- per month if employed for part of the year.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A) Conservation of Energy

The Company is not covered under the list of industries specified in the Schedule to furnish the information in Form "A" under Rule 2 of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988. The manufacturing operations of the Company are not power intensive. However, the Company makes every possible effort to conserve energy.

B) Technology absorption

The Company does not have any technical collaboration. The Company uses the latest technology and process available in the printing and packaging industry. Accordingly, the Company has the latest equipment and its personnel are trained, from time to time, on the use, operation and maintenance of such sophisticated equipment.

13. ACKNOWLEDGEMENT :

The Directors wish to place on record their appreciation of the continuous support received by the Company from Banks, Central/State Government Departments, it customers, suppliers and shareholders. The Directors express their appreciation for the dedication and commitment shown by the employees at all levels.

By Order of the Board of Directors

(R.V. Maheshwari) Chairman & Managing Director

Mumbai, 23rd May, 2014 Registered office: L-31 MIDC Tarapur Industrial Area Boisar 401 506, Dist. Thane.

---

Mar 31, 2012

The Directors have pleasure in presenting their Twenty Fourth Report on the affairs of the Company, together with the Financial Statements for the year ended 31st March, 2012.

1. FINANCIAL RESULTS :

(Rs.In lacs)

Year ended Year ended

31st March, 2012 31st March, 2011

Gross Revenue 16935.30 16032.73

Profit before Finance Costs, Depreciation and Tax 2029.80 1730.22

Less: Finance Cost 201.16 217.02

Less: Depreciation 382.63 398.63

Profit before Taxation 1446.01 1114.57

Less : Provision for FBT of earlier years 0.57 0.11

Profit after taxation 1445.44 1114.46

Add: Profit Brought forward from previous year 3660.88 2546.42

5106.32 3660.88 Less: Appropriation

Transferred to General Reserve 144.55 NIL Proposed Dividend on Equity Shares 201.87 NIL

Tax on Dividend 32.75 NIL

Closing Balance 4727.15 3660.88

2. DIVIDEND:

Your directors are pleased to recommend dividend of 25% (Rs 2.50 Per Equity Share of Rs 10 each) for the Financial Year 31s! March, 2012 (Previous YearRs NIL).

3. MANAGEMENT DISCUSSION AND ANALYSIS :

(i) Introduction :

The Company is involved in manufacturing activities comprising printing of capital market stationery, commercial printing such as text books, annual reports etc., security printing like MICR cheques, dividend warrants, shares and debenture certificates, railway tickets and coupons, computer stationery, telephone cards (scratch cards), smart cards, recharge coupons and note books etc. The Company is also engaged in packaging activities which include flexible packaging material of multi-layer film laminates, paper board mono cartons, liner carton, display cartons and outer corrugated boxes etc. The performance of the Packaging vertical during the year under Report was satisfactory. However, the Company could not earn higher operating profit due to lower contribution by the Printing segment and increase in overheads due to inflation. The performance of the printing division suffered due to a very sluggish capital market and to offset this, the Company diversified in new areas of note book and text book printing resulting in lower margins. In the Packaging Segment, the performance of both divisions i.e. Flexible Packaging Division and Paper Board Carton Division improved with enhancement in both turnover and margins.

(ii) Review of Operations:

The Company earned a net profit of Rs 1446.01 lacs in the year under review as against a net profit of Rs 1114.57 lacs in the previous year.

The Turnover of the Company was higher at Rs 169.35 Crores for the year as against Rs 160. 32 Crores for the previous year ended, registering an increase of 5.6%.

The Turnover of different divisions of the Company was as under:

(Rs.In Crores)

Current year Previous year

Printing Division 60.53 61.91

Flexible Packaging Division 78.10 74.54

Paper Board Carton Division 30.72 23.87

(iii) Segment wise Performance: The Business of Company falls under two Segment viz.

(a) Printing (b) Packaging

(a) Printing Division: The Turnover of Printing Division was almost equal compared to the previous year.

(b)(i) Flexible Packaging: The turnover of Flexible Packaging Division of the Company has increased by 4.78% compared to the previous year. During the year the Division operated its full production capacity inspite of severe competition and low demand. However, the profit margin could not increase proportionate to the turnover due to thin margin because of high input cost.

(ii) Paper Board Carton Division: The turnover of the Paper Board Carton Division increased by 28.70% compared to previous year. However the profit margin could not increase due to thin margin because of competition.

The Company is keenly interested in inducting new technology aimed at upgrading its existing facilities to remain as one of the leading players in the printing and packaging industry. The Company's main thrust now is in paper and paperboard related printing and packaging business to safeguard its business interest against any government legislation to curb plastic related packaging on the grounds of industrial pollution. The Company is committed to promote eco-friendly packaging for which it installed automatic Board to Kraft fluting Lamination Machines. All these machineries and equipment will help the Company enhance its business opportunity in value added printing and packaging sector and export market.

(iv) Future Prospects/Outlook:

The present scenario of the printing industry is fragmented and is dominated by a few big players. The printing and packaging industry has lately improved after receiving initial shock of financial crisis in the year 2008-09. There is strong belief that this business improvement will sustain in the future too. The printing and packaging industry is a service provider and it is co-related with the GDP growth of the country as well as the growth of country's educational sector. Since the GDP growth of the country is pegged at 7%, it provides a lot of encouragement for growth of printing and packaging industry. In the present business scenario and with robust GDP growth, the Company is expecting 10% to 15% growth in its business, at least, for the next three years. Besides, India's printing and packaging industry has upgraded to international standard in the last five years and thus provides a lot of export business opportunities for the sector. India is gradually establishing itself as a business sourcing hub for developed countries in printing and packaging materials. Initially, it was China and now India is competing with that country in this sector. Today, the printing and packaging industry export growth is significant.compared to last five years. Orient Press has also increased its share of business in exports and will continue to do so in the future. We expect at least 10% growth in this field. Orient Press is constantly upgrading its technology to cater to this market and we expect that in three years our 25% to 30% earnings will be from the export sector which today stands at 20%. Exports are growing 10% and your company is upgrading its technology to cater to this market, to increase contribution of exports from existing 20% in future atlest 25% of the total sales. Your company has also received the "Export House" status from the Govt, of India for its consistent export performance.

(v) Industry structure:

Though the printing and packaging industry is one of the biggest employers in the country, the nature of the industry is not organized and it has not been termed as an "Unorganized.lndustry" by the Government of India. The number of players in our industry is close to 1,30,000 units ranging widely from the highly organized sector to a very small proprietary units. Due to this diversified structure of the industry, growth and profitability are affected by unhealthy competition.

The packaging industry enjoys continuous growth in demand year after year, necessitating large investments for technology upgration and automation of manual operations. However fragmented nature of the industry, consequent unhealthy competition put pressures on margins, increasing payback periods for investments. As demand from the larger customers is consistently increasing, it is expected the organised segment will secure larger market share and better margins.

(vi) Opportunities and threats:

a) Opportunities -Scenario for future opportunities is bright. In the case of printing segment, the enactment of RIGHT TO EDUCATION, by the Parliament, much larger and increasing allocation of budgetary resources by the Central and State Governments, demand for text books and note books is robust.

b. Government is determined to introduce new legislation to curb food adulteration and enforce higher standards of safe and hygienic packaging. This will result in greater opportunities for the entire packaging industry. Your Company is geared up to meet this challenge and is planning to expand its production capacity in the packaging field to capitalize on this new business opportunity.

c. Threats - Uncertainty regarding new policies or rules to be enforced for use of plastics in packaging and their impact on the pattern of demand for various types of packagings

(vii) Risks and concern -Adverse or sudden changes in policies of environmental protection affecting use of plastics in packaging, international market conditions for petrochemicals affecting raw material prices and unstable demand scenario affecting export volumes and realisations are risk factors which can impact growth and profitability of the industry and your company.

(viii) Internal Control Systems and their Adequacy - In our opinion there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of stores, raw materials, plant and machinery, equipment and other assets and for the sale of goods as well. However the Company is in the process of introducing more systems to strengthen its internal controls.

(ix) Material Developments in Human Resources/Industrial Relations Front - Directly/ indirectly your Company is providing employment to 500 persons at various levels at its factories and the Corporate Office. Its industrial relations continue to remain cordial.

4. FINANCE

The Company is availing its Working Capital Limits from Axis Bank Ltd.

5. DEPOSITS

The Company has accepted Fixed Deposits during the year under Report without inviting Fixed Deposits from public as permitted under the provisions of Companies (Acceptance) of Deposits) Rules, 1975 and Section 58 of the Companies Act, 1956. No matured and unclaimed Fixed Deposit is outstanding for payment as on the date of this Report.

6. CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Corporate Governance Report is attached as Annexure A to this Report. Certificate of Auditors regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchanges is also attached in Annexure A and forms part of this Report.

7. DIRECTOR'S RESPONSIBILITY STATEMENT

A Director's Responsibility Statement as required under section 217(2AA) of the Companies Act, 1956 is given below :-

i) Directors have followed the applicable accounting standards in the preparation of the Annual Accounts and proper explanations relating to material departures have been given in Note No. 2 of Accounts forming part of the accompanying Accounts.

ii) Directors have selected the Accounting Policies as given in Note No. 2 of Accounts 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 Profits of the Company for the year ended on that date.

iii) Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting of fraud and other irregularities.

(iv) Directors have prepared the Annual Accounts for the year ended 31st March, 2012 on a going concern basis.

8. DIRECTORS

Shri R. Kannan and Shri Prakash Maheshwari retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Shri G. Ravishankar was appointed as an Additional Director of the Company w.e.f. 2nd April, 2012 and his term of office will expire at the end of ensuing Annual General Meeting and therefore he is proposed to be re-appointed.

9. AUDITORS AND AUDITORS' REPORT

The Auditors M/s. B.L. Sarda & Associates, who hold office until the conclusion of the ensuing Annual General Meeting have furnished certificate under Section 224(1) of the Companies Act, 1956 for their eligibility for reappointment. The proposal for their re-appointment will be set out in the ensuing Notice of the Annual General Meeting.

The Auditors without qualifying their opinion, have drawn attention to Note no. 33 of Notes regarding non provision for taxation under Section 115JB of the Income Tax Act, 1961, based on expert opinion.

As the said note is self explanatory the Directors do not have any further comment to offer.

10. COST AUDITORS

As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956, the Company is required to maintain the cost accounting records of Company for the year 2011-2012 and submit Compliance Report. Accordingly the Company had appointed Mr. Rohit J. Vora, Cost Accountants, Mumbai as Cost Accountant for the year 2011 -2012 who shall submit the Compliance Report for that year by 30th September, 2012.

Further in term of the Notification no. G S R 430E dated 3rd June 2011 issued by the Central Government, the Company is required to carry out an audit of cost records relating to Paperboard Division commencing from year 2011-12. The Company had appointed Mr. Rohit J. Vora, Cost Accountants, Mumbai as Cost Accountant for the year 2011 -2012 who shall submit the Audit Report for that year by 30th September, 2012.

11. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 are not applicable to the Company as Company has not employed any person drawing a salary of Rs 60,00,000/- in a year or Rs 5,00,000/- per month if employed for part of the year.

12 CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:-

A) Conservation of Enerav:-

The Company is not covered under the list of industries specified in the Schedule to furnish the information in Form "A" under Rule 2 of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988. The manufacturing operations of the Company are not power intensive. However, the Company makes every possible effort to conserve energy.

B) Technology absorption:-

The Company does not have any technical collaboration. The Company uses the latest technology and process available in the printing and packaging industry. Accordingly, the Company has the latest equipment and its personnel are trained, from time to time, on the use, operation and maintenance of such sophisticated equipment.

c) Foreign Exchange Earnings and Outgo:-

Rs. (lacs)

Foreign Exchange earned - Exports 3330.49

Foreign Exchange used for

a) Raw materials, Stores and Spares and capital goods 747.56

b) Expenses 33.79

13. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the continuous support received by the Company from Banks, Central/State Government Departments, it customers, suppliers and shareholders. The Directors express their appreciation for the dedication and commitment shown by the employees at all levels.

By Order of the Board of Directors

(R.V. Maheshwari)

Chairman & Managing Director

Mumbai, 30th May, 2012

Registered Office:

L-31 MIDC Tarapur Industrial Area

Boisar 401 506, Dist. Thane.

---

Mar 31, 2010

The Directors have pleasure in presenting their Twenty Second Report on the affairs of the Company, together with the Financial Statements for the period ended 31st March, 2010.

1. FINANCIAL RESULTS

(Rs. in lacs

Period ended Period ended

31st March, 30th September

2010 2009

(6months) (18months)

Gross Revenue 6990.38 17128.49

(Incl. Excise duty)

Profit before interest, Depreciation, 867.68 2097.39

Tax and Exceptional Items

Less : Interest 66.68 230.93

Less : Depreciation 211.66 796.41

Profit before Exceptional/Extra 589.34 1070.05

ordinary items

Add : Exceptional/Extra- - 627.64

ordinary items

Profit after Extra-ordinary items 589.34 1697.69

Less : Provision for FBT (10.50)

Profit after taxation 589.34 1687.19

Add: Excess provision for - 0.60

FBT for earlier years written back

Add/( Less): Profit/(Loss) Brought 2008.74 (3969.21) forward from Previous period.

Add: Transferred from capital - 4290.16

restructuring Account

Less: Adjustment Consequent to 51.65 adoption of Accounting Standard-15-Employee benefits

Profit carried to the Balance sheet 2546.43 2008.74

2. DIVIDEND

The Companys business operations are expanding requiring more Working Capital. Further, the Company requires funds to regularly upgrade its Plant and Machinery and to install balancing equipments. Therefore, to retain the resources for said purposes, the Board of Directors express their inability to recommend any dividend for the period ended 31st March, 2010.

3. MANAGEMENT DISCUSSION AND ANALYSIS

(i) INTRODUCTION :

The Company is involved in manufacturing activities of printing of Capital Market stationery,

Commercial printing like Text books, Annual Reports etc., Security Printing like MICR Cheques, Dividend Warrants, Shares and Debenture Certificates, Railway Tickets and Coupons etc., Computer Stationery, Telephone Cards (Scratch Cards), Smart Cards, Recharge Coupons and note Books etc. in Printing Segment and Packaging materials of all kinds i.e. Flexible Packaging material of multi layer film laminates, paper board mono cartons, liner carton, display cartons and outer corrugated boxes etc. in Packaging Segment.

The performance of the Company during the period under Report was better due to improvement in Capital market, however in-spite of improvement of Capital Market, Company could not earn a higher net profits before exceptional/ extra-ordinary items due to lower contribution by Packaging segment. The printing division performance was better and contributed good margin due to improvement in Capital Market as compared to the previous period, however Company explored various new products in Printing segment to compensate the loss of Business of Capital Market in future. In the Packaging Segment the Flexible Packaging Division not performed to the mark compared to the previous period, while turnover almost equal if considered annulised. However Company was able to maintain the Turnover level at par but margin of profits reduced due to sale of materials with thin margin, therefore profits of the division did not maintain in commensurate with the turnover. Paper Board Carton Division turnover was increased compared to previous year but not yet reached at expected level, however turnover of the Division is increasing gradually and expecting to achieve the set targets during the current year.

(ii) REVIEW OF OPERATIONS :-

The Company earned a net profit of Rs.589.34 lacs in the 6 months period under review as against a net profit of Rs.1070.04 lacs in the previous period (18 months). After considering exceptional/extra-ordinary items the net profit was Rs.589.34 lacs compared to Rs.1687.18 lacs in the previous year.

The Turnover of the Company was Rs.69.90 crores for the period of 6 months as against Rs.171.28 crores for the period of 18 months in the previous period.

The Turnover of different divisions of the Company was as under :-

(Rs. In Crores

Current Previous

Period Period

6 Months 18 Months

Printing Division 26.57 55.16

Flexible Packaging 35.87 107.27

Division

Paper Board Carton 7.46 8.85

Division

(iii) Segment wise Performance : The Business of Company falls under two Segment viz.

(a) Printing (b) Packaging

(a) Printing Division: The Turnover of Printing Division increased by 44.52% compared to previous period on annualized basis and the operating profits increased by 26.26% on annualized basis due to improvement in Capital Market which contributed better margin in printing business of Capital Market Stationery.

(b) Packaging :

(i) Flexible Packaging : The turnover of Flexible Packaging Division of the Company almost equal compared to the previous period on annualized basis. During the period the Division operated its full production capacity in spite of severe competition and low demand. However, the profit margin could not increase in commensurate with the turnover due to thin margin because of low demand of products.

(ii) Paper Board Carton Division : The turnover of the Paper Board Carton Division increased by 152.88% on annualized basis compared to previous period. However in previous year production was stopped about 11 months period due to major fire occurred in the Division. However, the Company rebuilted the Division with latest technology and the operation started in the month of March, 2009 in view of that figures are not comparable.

The operating Profit of the packaging segment of the Company (Flexible and Paper Board Carton Divisions) decreased by 161.14% on annualized basis compared to previous period,

It can be summarized that the printing segment of the Company has earned profits because of improved capital market. The Packaging segment has incurred marginal loss compared to previous year. However during the year Paper Board Division expected to contribute good turnover and profit margin due to good order position as on date. The Company is also exploring to develop Export market not only in Packaging Segment but also in the Printing Segment, where Company is receiving good response globally resulting increase in Sales

which will contribute to increase in Profits in coming years. The export turnover of the Company increased by 19.46% from Rs.18.45 crores to Rs.22.04 crores in the period under report on annualized basis compared to previous period.

The Company is keenly interested to induct new technology and upgrade the existing technology to remain as one of the leading player in the printing and packaging industry. The Companys main thrust now is in paper and paperboard related printing and packaging business to safeguard its business interest against any government legislation to curb plastic related packaging on pollution ground. The company is committed itself with eco friendly packaging and the first step in this direction is to install and commission automatic Board to Kraft fluting lamination machine. Next step is to introduce environment friendly automatic lamination machine. All these machineries and equipments will help the Company to enhance its business opportunity in value added printing & packaging sector and export market.

(iv) FUTURE PROSPECTS/OUTLOOK:

The present scenario of printing industry is fragmented and is governed by few big and end numbers medium and small business enterprises. The printing and packaging Industry has lately improved after receiving initial shock of financial crisis in the year 2008-09. However, during the financial year 2009-10 it is improving gradually and there is strong belief that this business improvement will sustain in future too. Printing and packaging industry is a service industry and it is co-related with the growth of GDP of the country as well as the educational growth of the country. Since the GDP growth of the country is pegged at 9%, it provides lot of encouragement for growth of printing and packaging industry. In the present business scenario and GDP growth, the company is expecting 12% to 15% growth in its business at least for the coming three years. Besides this, Indias Printing and packaging industry has graduated to International standard in last five years and thus provides lot of export business opportunity of printing and packaging material. India is gradually established itself as business sourcing hub of printing & packaging material of developed countries. Initially it was China and now India is competing with China in this sector. Today, Printing & packaging industry export growth is phenomenal as compared to last five years. Orient Press has also increased its share of business in export and will continue to do so in next few years. We expect at least 12% growth in this field. Orient Press is constantly upgrading its technology to cater to this market and we expect that in three years time our 30% to 40% earnings will be from export sector which today stands at 20%. Orient Press has also received the "Export House" status from the Govt, of India for its consistent performance in this sector.

(v) INDUSTRY STRUCTURE :-

Though Printing and packaging industry is one of the biggest employers of the Country, the nature of the industry is not organized and it has not been termed as an "Unorganized Industry" by the Government of India. The number of players in our industry is close to 1,30,000 units from highly organized sectors to a very small personal entrepreneur organization. Due to this structure of the Industry, there is always a fierce competition in the industry and the growth of the Industry is always hampered due to un-healthy competition.

The demand of the packaging Industry is always getting higher and higher and to satisfy this demand, the packaging and converting industry has to invest huge sums to induct new technology and to automate most of the manual operations. This extra investment and capital cost is really not recovered by the Industry due to the fragment nature of the Industry. The customers are always taking advantage of unhealthy competition and as a result, the industry growth is not taking place in a structured manner. However, there is silver lining since the demand from the customers is consistently increasing and retailing is gradually taking shape in India, the packaging industry has to be modernized and ultimately equipped with the new technology to cater this Industry. This will help to grow the organised sector of the packaging Industry than the unorganized sector.

(vi) Opportunities and threats :

a) Opportunities - The opportunities are immense in all business of our Company. The Governments huge budgetary allocation in the educational sector will create great demand for text books and children books in colleges and schools as well as opening of the new primary and secondary schools will create huge market for the text books and writing stationery. The Government is determined to put new legislation to curb the food adulteration and enforce the food manufacturers not to sell unpacked food and introduce legislation to pack all food items in safe and hygienic condition. It will resultant great opportunities for all packaging industries. Our Company is geared up to meet this challenge and planning to expand its production capacity in the packaging field to encash the opportunity in business in reality.

b) Threats - The printing and packaging industry also face threats from outside as well as inside. The Government is trying to introduce new legislation on packaging material and it is not very clear how many legislations will bring in to curb use of plastic in the packaging industry. This is great threat to the industry since new legislations and guidelines are not very clear.

(vii) Risks and concern - If there is any Government policy change due to the waste stream and environmental pollution and new technology driven may be one of the risk. The raw material price, based on the petrochemicals outlook, may be high or low which may create uncertainty to potential profitability of the Company. Our Company having exposure to the export market is 16% of its total revenue and the present un- stable financial condition of the international market is great concern to our Company. Besides this, the small un-organised printing and packaging units are also concern to big manufacturers.

(viii) Internal Control Systems and their Adequacy

- In our opinion there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of stores, raw materials, plant and machinery, equipment and other assets and for the sale of goods as well. However Company is in the process to introduce more systems to strengthen the internal control system.

(ix) Material Developments in Human Resources/ Industrial Relations Front- Directly/ indirectly your Company provides employment to 500 persons at various levels at its factories and Corporate Office. Its industrial relations continue to remain cordial.

4. REFERENCE TO BIFR :-

We are pleased to inform you that Company ceases to be "Sick Industrial Company" within the meaning of Section 3(1 )(0) of Sick Industrial Companies (Special Provision) Act 1985 in terms of order dated 30th December,2009 passed by BIFR.

5. FINANCE :-

No fresh Term Loan/ working capital limits were granted by the Financial Institutions or Banks during the period under Report.

6. DEPOSITS :-

The Company has not accepted any deposits during the period under Report and no Fixed Deposits is outstanding for payment as on the date of this Report.

7. DIRECTORS :-

Shri Prakash Maheshwari and Shri B L Kankani retire

by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re- appointment. The proposal for their re-appointment will be set out in the notice of the ensuing Annual General Meeting.

Directors recommend their reappointment.

8. CORPORATE GOVERNANCE :-

As required by Clause 49 of the Listing Agreement, a Corporate Governance Report is attached as Annexure A to this Report. Certificate of Auditors regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchanges is also attached in Annexure A and forms part of this Report.

9. DIRECTORS RESPONSIBILITY STATEMENT :-

A Directors Responsibility Statement as required under section 217(2AA) of the Companies Act, 1956 is given below :-

i) Directors have followed the applicable accounting standards in the preparation of the Annual Accounts read with requirements set out under Schedule VI to the Companies Act,1956,have been followed and there are no material departures from the same.

ii) Directors have selected the Accounting Policies as given in Schedule S of Notes on Accounts 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, 2010 and of the Profits of the Company for the period ended on that date (6 months).

iii) Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting of fraud and other irregularities.

(iv) Directors have prepared the Annual Accounts for the year ended 31st March, 2010 on a going concern basis.

10. AUDITORS AND AUDITORS REPORT :-

The Auditors M/s. B L Sarda & Associates, who hold office until the conclusion of the ensuing Annual General Meeting have furnished certificate under Section 224(1) of the Companies Act, 1956 for their eligibility for reappointment. The proposal for their re-appointment will be set out in the Notice of the ensuing Annual General Meeting.

11. PARTICULARS OF EMPLOYEES :-

Information in accordance with the provisions of section 217(2A) of the Companies Act, 1956 read

with Companies (particulars of employees) Rules, 1975 is given in an annexure attached to the report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO :-

A) Conservation of Energy :-

The Company is not covered under the list of industries specified in the Schedule to furnish the information in Form "A" under Rule 2 of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988. The manufacturing operations of the Company are not power intensive. However, Company makes every possible effort to conserve the energy.

B) Technology absorption :-

The Company does not have any technical collaboration. The Company uses the latest technology and process available in the printing and packaging industry. Accordingly, the Company has the latest equipments and its personnel are trained, from time to time, on the uses, operation and maintenance of such sophisticated equipments.

c) Foreign Exchange Earnings and Outgo :-

Rupees

Foreign Exchange 11,02,45,259

earned - Exports

Foreign Exchange used for

a) Raw materials, Stores 1,57,12,266 and Spares and

capital goods

b) Expenses 13,73,627

13. ACKNOWLEDGEMENT :-

The Directors wish to place on record their appreciation of the continuous support received by the Company from participating Financial Institutions, Banks, Central/State Government Departments, it customers, suppliers and shareholders. The Directors express their appreciation for the dedication and commitment shown by the employees at all levels.

By Order of the Board of Directors

(R V Maheshwari) Chairman & Managing Director

Mumbai, 26th May, 2010

Registered Office :

L-31 MIDC Tarapur Industrial Area Boisar 401 506, Dist. Thane.