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Directors Report of Pudumjee Pulp & Paper Mills Ltd.

Mar 31, 2016

'' DIRECTORS'' REPORT

To the Members,

The Directors have pleasure in presenting before you the 51st Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2016.

FINANCIAL RESULTS :

The gross profit before interest and Depreciation

2015-2016 (Rs, In Lacs) 1,028.27

2014-2015

(Rs, In Lacs) 1873.54

Less :

i) Finance cost

84.72

128.29

ii) Depreciation

158.98

156.37

The net profit before Tax

784.57

1588.88

Add :

The balance of Profit brought forward from last year (after adjusting of demerger of paper business)

3,938.33

2679.96*

Total

4,722.90

4268.84

Less :

Provision for Current Taxation

45.00

66.44

Provision/(Saving) for Deferred Taxation

(15.00)

(63.77)

Dividend on Equity Shares

82.00

123.00

Tax on Dividend

15.77

25.04

Transfer to General Reserve

200.00

150.00

Provision for Corporate Social Responsibility

Nil

29.80

Total

327.77

330.51

Balance proposed to be carried forward to next year’s accounts

4,395.13

3,938.33

Since the effect of the Scheme of Demerger has been given in the current year 2015-16, figures for the current year are excluding the result of demerged paper business. However for the purpose of comparison, with last year, figures for the Continuing business for the year 2014-15 are given in the above table.

CONSOLIDATED FINANCIAL STATEMENTS :

Pursuant to Section 129, 134 of the Companies Act, 2013 (the Act), the Consolidated Financial Statements of the Company, and its subsidiaries prepared, in accordance with schedule III of the Act and Accounting Standards AS 21 and AS 23 forms part of this Annual Report.

DIVIDEND :

The Board of Directors recommends the payment of Dividend for the year ended 31st March, 2016 at the rate of Re. 0.20 per share. If approved, the Equity Dividend shall be paid, subject to the provisions of section 126 of the Companies Act, 2013 to those shareholders whose names stand on the Register of Members on 17th September, 2016.

The Dividend in respect of shares held in electronic form, will be paid to all those beneficial owners of the shares as per the details furnished by depositories for the purpose at the close of business hours on 5th September, 2016.

OPERATIONS :

As you may be aware that the Paper manufacturing activity of the Company has been demerged on 1st February 2016 with effect from the appointed date, namely 1st April 2014, pursuant to the scheme of Demerger approved by the shareholders on 20th July, 2015 and sanctioned by the Bombay High Court. Consequently all the relevant assets and liabilities and the employees of the demerged business have been transferred to Pudumjee Paper Products Ltd., (PPPL) and in consideration thereof the shareholders of this Company have been allotted 7,58,50,000 equity shares of PPPL without payment. In terms of the scheme the Company has also entered into a Leave and License agreement allowing PPPL to use its site at Pune to enable them to plan their programme for shifting to and expansion at Mahad. The accounts accordingly include the effect of the scheme.

Post implementation of the scheme the main business of the Company consists of development of Real Estate as a Developer and Producer of Renewable Power including from existing Wind Power capacity.

Pudumjee G.Corp developers a Partnership firm in which the Company is a Partner has booked 89 apartments during the year in "GREENS" at Thergaon, Pune, a successful project which has been well received, taking the total booked apartments till March, 2016 to 559 since commencement of the project. Following the Mandatory Percentage Completion Method of Accounting now applicable, the accounts include an amount of Rs.7.07 Crores as its share of profit from the firm. The firm has received approval for construction of 30 flats comprised in additional 4 floors in respect of its 16 storey building which are currently being sold.

The Company has entered into a Memorandum of Understanding for developing about 13 acres of land at Thergaon, Pune in Partnership arrangement with G. Corp Properties Pvt. Ltd. offering a potential development of about 9,00,000 sq.ft. of residential apartments subject to requisite approvals.

Though the general Real Estate market in Pune currently is not upbeat, however, certain pockets of the city do experience a good demand and the site for proposed development is ideally located at Thergaon, Pune.

The GREENVILLE project which is being developed by the Company on its own is awaiting statutory approvals. The Company''s Wind Power Plants located at Satara and Sangli aggregate about 4.6 MW of power. The power generated is sold to such institutions who are usually charged higher tariff by MSEDCL. This enables the Company to earn better realization per unit of energy generated.

SUBSIDIARY :

As at 31st March, 2016, the Company has one subsidiary namely Pudumjee Investment & Finance Company Limited.

During the Year under review, Pudumjee Paper Products Limited (PPPL) in which the Company had earlier subscribed its 2,55,000 Equity Shares of '' 1/- each at premium of '' 19/- per equity share, ceased to be the subsidiary of the Company, as PPPL has allotted 9,44,50,000 equity shares on 17th February, 2016, to the existing shareholders of the Company and of other transferor Companies, pursuant to the Scheme of Arrangement and Reconstruction (Demerger) which resulted into reduction of Company''s share holding below 51% in PPPL.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES :

Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the information on the performance and financial position of each of the subsidiary, associate, joint venture Companies, etc. as included in consolidated financial statement is provided in Annexure No. 1 to this report.

FIXED DEPOSITS :

Pursuant to the ''Demerger Scheme'' as sanctioned by the Hon''ble Bombay High Court, the "Fixed Deposits Liability" together with all associated obligations was transferred to Pudumjee Paper Products Limited and this Company has ceased to hold fixed deposits accepted from Public with effect from the effective date of the scheme i.e. 1st February, 2016. The payment of interest and repayments of deposits as and when due are being made by Pudumjee Paper Products Limited.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 (corresponding to section 205A of Companies Act, 1956), relevant amounts like unclaimed dividend and interest on Fixed Deposits, etc. which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund.

AUDITORS :

M/s. Khare and Company, Chartered Accountants, have been appointed as Statutory Auditors of the Company at the 49th Annual General Meeting to hold office up to the conclusion of 51st Annual General Meeting. M/s. Khare and Company, have given their consent to act as the Auditors of the Company till conclusion of 52nd Annual General Meeting. The Company has received a Certificate from M/s. Khare and Company, to the effect that their appointment, would be within the prescribed limits under section 141 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for appointment. The Shareholders will be required to appoint the auditors and fix their remuneration at the ensuing Annual General Meeting.

There is no adverse remark or qualification in the Statutory Auditor''s Report annexed elsewhere in this Annual Report.

The Auditors have reported that there is no fraud on or by the Company noticed or reported during the year. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) :

On 19th June, 2015 the Company suffered an irreparable loss in the sad demise of Mr. V. O. Somani, an eminent Industrialist, who had a long association with the Company as an Independent Director.

The Company has Board of Directors with total 9 directors out of which 5 are Non-Executive Independent Directors, 1 is Promoter Director, 1 is Non-Executive Director and the remaining 2 are Executive Directors. By virtue of Section 149 of the Companies Act, 2013 and rules made there under, the Independent Directors are not liable to retirement by rotation. Mr. S. K. Bansal, Whole Time Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

During the year, Dr. Ashok Kumar was re-designated as Non-Executive Director of the Company with effect from 1st February, 2016 and he would be drawing his remuneration from Pudumjee Paper Products Limited. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the applicable provisions of the Companies Act, 2013 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SECRETARIAL AUDITOR :

The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company from a Company Secretary in Practice. The Board in its meeting held on 1st August, 2015 has appointed M/s Parikh & Associates, Practicing Company Secretaries (Certificate of Practice No. 1228) as the Secretarial Auditor for the financial year ending 31st March, 2016. The Secretarial Auditors'' Report for the financial year 2015-16 is annexed hereto and marked as Annexure No. 2.

There is no adverse remark or qualification in the Secretarial Audit Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The Board of Directors has constituted the Corporate Social Responsibility Committee. The major role of this Committee is to formulate, recommend, implement and monitor the CSR policy and activities to be undertaken by the Company to meet/contribute expenditure towards its recommended corporate social responsibility objectives. Some of the activities which will be undertaken by the Company through an eligible trust are as under;

a) Education in Rural Area

b) Environment in rural area

c) Vocational Development

The CSR committee comprises of the following members :

Sr.

No.

Name of the Director

Category

Designation

1

Mr. Vinod Kumar Beswal

Independent Non Executive Director

Chairman

2

Mr. Arunkumar Mahabir Prasad Jatia

Executive Chairman

Member

3

Mr. Ved Prakash Leekha

Managing Director

Member

4

Mr. Bhupendra Champaklal Dalal

Independent Non Executive Director

Member

The CSR Policy is also uploaded on the website of the Company viz; www.pudumjeepulp.com. During the year, the Company has allocated total '' 40 Lacs, and the full amount has been disbursed to M/s. M. P. Jatia Charitable Trust for the purposes as follows:

Education in Rural Area - Rs, 15 Lacs

Environment protection in rural area - Rs, 5 Lacs

Vocational Development - Rs, 20 Lacs

The other relevant disclosures as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure No. 3.

The CSR committee has adopted CSR policy in the month of November, 2014. For the year under consideration the Company has allocated an amount of '' 40.00 Lacs for the said purpose. The entire allocated amount was deposited / transferred with M/s. M. P. Jatia Charitable Trust, however the aforementioned trust was not able to spend the full amount on specified CSR activities due to paucity of sufficient time. The report obtained from the trust has been taken into consideration in the disclosures given.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

The loans, guarantees or investments made by the Company are within the limits of Section 186 of the Companies Act, 2013 and rules made there under as approved by shareholders vide special resolution passed at 49th Annual General Meeting of the Company.

The brief summary of such transactions are provided in Annexure No. 4 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

A policy on Related Party Transactions has been adopted by the Board of Directors at its meeting held on 1st November, 2014 for determining the materiality of transactions with related parties and dealings with them. The said policy is available at the Company''s website at the web link www.pudumjeepulp.com .The Audit Committee reviews all related party transactions quarterly as also when necessary.

Pursuant to Section 134(3), 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC -2 are provided under Annexure No. 5.

ANNUAL EVALUATION OF BOARD’S PERFORMANCE :

As required under Companies Act 2013, a meeting of the Independent Directors was held on 9th February, 2016 to evaluate the performance of the Non-Independent Directors, wherein the evaluation of performance of the non independent directors, including the Chairman and also of the Board as a whole was made, against pre-defined and identified criteria.

The criteria for evaluation of the performance of the Independent Directors, chairman and the Board, was finalized by the Nomination and Remuneration Committee in its meeting held on 14th February, 2015, the said committee has carried out evaluation of the performance of every director. The said criteria is available at the Company''s website at www.pudumjeepulp.com. The Board of Directors at their meeting held on 9th February, 2016 has evaluated the performance of Independent Directors.

RISK MANAGEMENT POLICY :

In accordance with the requirements of the Act, the Company has adopted and implemented a Risk Management Policy for identifying risks to the Company, procedures to inform Board members about the risk assessment & minimization procedures, monitoring the risk management plan, etc.

WHISTLE BLOWER MECHANISM :

The Company has a Whistle Blower Policy / vigil mechanism. The said policy has been made keeping in view of the amendments in the Companies Act, 2013 and to comply with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy may be referred to, at the Company''s website at - www.pudumjeepulp.com .

PARTICULARS OF EMPLOYEES :

Pursuant to Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the statement giving required details is given in the Annexure No. 6A and 6B to this report.

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

There was no complaint reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

As the Company is not engaged in the manufacturing activities, the information related to Conservation of energy, technology absorption is not applicable.

During the year under review, no Foreign Exchange was earned and used.

REPORT ON CORPORATE GOVERNANCE :

The report on Corporate Governance in accordance with the guidelines of the Securities & Exchange Board of India and pursuant to applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached and marked as Annexure No. 7.

EXTRACT OF ANNUAL RETURN :

The extract of the Annual Return of the Company in Form MGT-9 is annexed as Annexure No. 8 to this report. REMUNERATION POLICY :

In accordance with the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Company has formulated Remuneration policy which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors. The said policy may be referred to, at the Company''s website at www.pudumjeepulp.com and is annexed hereto and marked as Annexure No. 9.

SIGNIFICANT AND MATERIAL ORDERS :

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

CHANGE IN NAME:

Pursuant to the Scheme of Arrangement and Reconstruction (Demerger), the Company''s Paper manufacturing business has been de-merged and henceforth the company would continue the business of Real Estate and Wind Power. Accordingly the name of the Company proposed to be changed subject to the approval of Central Government, Stock exchanges and Shareholders.

DIRECTORS’ RESPONSIBILITY STATEMENT :

The Directors confirm that:

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

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

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

d) the directors have prepared the annual accounts on a going concern basis; and

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS :

Your Directors wish to express their appreciation of the continued support and co-operation received from the all the stakeholders and employees of the Company.

On behalf of the Board of Directors,

A.K. Jatia,

Executive Chairman.

Place : Mumbai

Dated : 28th May, 2016


Mar 31, 2015

To the Members,

The Directors have pleasure in presenting before you the 50th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2015.

FINANCIAL RESULTS :

2014-2015 2013-2014 Rs. In Lacs Rs. In Lacs

The gross profit before interest and Depreciation (including from discontinuing operations) 3786.70 3196.87

Less :

i) Finance cost 903.82 868.17

ii) Depreciation 504.93 809.97

The net profit 2377.95 1518.73

Add :

The balance of Profit brought forward from last year 4878.80 3734.97

Total 7256.75 5253.70

Less :

Provision for Current Taxation 448.00 160.00

Provision/(Saving) for Deferred Taxation (97.00) (79.00)

Dividend on Equity Shares 123.00 123.00

Tax on Dividend 25.04 20.90

Transfer to General Reserve 150.00 150.00

Contribution to Corporate Social Responsibility Expenditure 29.80 NA

Total 678.84 374.90

Balance proposed to be carried forward to next year's accounts 6,577.91 4878.80

CONSOLIDATED FINANCIAL STATEMENTS :

Pursuant to Section 129, 134 of the Companies Act, 2013 (the Act), the Consolidated Financial Statement of the Company, and its subsidiaries prepared, in accordance with schedule III of the Act and Accounting Standards AS 21 and AS 23 forms part of this Annual Report.

DIVIDEND :

The Board of Directors recommends the payment of Dividend for the year ended 31st March, 2015 at the rate of Rs. 0.30 per share. If approved, the equity Dividend shall be paid, subject to the provisions of section 126 of the Companies Act, 2013 to those shareholders whose names stand on the Register of Members on 19th September, 2015.

The Dividend in respect of shares held in electronic form will be paid to the beneficial owners of the shares at the close of business hours on 7th September,2015, as per the details furnished by depositories for the purpose.

OPERATIONS :

The Directors are happy to inform that the Company has registered significant improvement both in terms of revenue and profits over the last year's improved performance. This has been possible by combination of various efforts in the direction of cost reduction, product development and change in marketing strategy to address, the challenges posed by unfair competition in respect of overseas suppliers. The currently prolonged prevalent recessionary trend did put some impediments in these improvements but were substantially tackled through judicious marketing strategy. Consequently the Company achieved a much better capacity utilization of its resources. The efforts in the aforesaid area will be further intensified so as to move towards full utilization of the capacity and improvement in the Company's performance.

The Management is actively considering reviving expansion project at Mahad, earlier put on hold since 2012- 13. The expansion when finalized, would also include progressive shifting of the existing production facilities at Pune to Mahad duly upgraded for more efficient operations. With this objective the Board of Directors of the Company has undertaken restructuring initiative for demerger of the Paper manufacturing business of the Company and the Board at its meeting held on 17th January, 2015 based on the Audit committee recommendation, has considered and approved a draft Scheme of Arrangement (Demerger) between the Company, Pudumjee Industries Limited, Pudumjee Hygiene Products Limited and Pudumjee Paper Products Limited and their respective shareholders and creditors.

The Scheme envisages transfer of paper manufacturing business of the Company, with all its assets and liabilities, into Pudumjee Paper Products Limited (PPPL), newly incorporated subsidiary company as Special Purpose Vehicle for the purpose. As part of the Scheme, Pudumjee Paper Products Limited shall also seek listing approval from stock exchanges in due course. The appointed date in respect of the Scheme is 1st April, 2014.

After receipt of all requisite approvals and satisfaction of the related conditions the Scheme will be effective and the record date will be determined for considering the shareholders entitlement to the equity shares of PPPL as per the ratio mentioned in the Scheme i.e. 37 (Thirty Seven) fully paid-up Equity Share of Rs. 1 each of PPPL for every 20 (Twenty) Equity Shares of Rs. 2 each held by the shareholders in the Company.

The Stock Exchanges (NSE, BSE & PSE) have conveyed their No- objection to the scheme of Arrangement. The Scheme shall further be subject to approval of the shareholders, Creditors and the Hon'ble Bombay High Court.

The demerger process when complete will enable the Company to focus on Real Estate business.

The Real Estate Business of the firm in which the Company is a Partner is satisfactorily progressing. One more building of 94 flats has been completed and the accounts include Company's share of profit of Rs. 13.53 crores in this respect. One more residential building for construction has been taken up during the year and despite recessionary pressure elsewhere the firm has been able to book all but few flats.

The construction of residential cum commercial complex taken up by the Company on its own, is awaiting certain statutory clearances.

The labour relations continued to remain peaceful.

SUBSIDIARIES :

As at 31st March, 2015, the Company has two subsidiaries namely Pudumjee Investment & Finance Co. Ltd., and Pudumjee Paper Products Limited (PPPL). During the Year the Company has invested in 2,55,000 Equity Shares of Rs. 1/- at premium of Rs. 19/- per equity share of PPPL. Accordingly, PPPL has become 'Subsidiary' of the Company with its 51% stake in PPPL. The PPPL is incorporated on 14th January, 2015 as a special purpose vehicle with a view to de-merge paper manufacturing business of the Company through De-merger process.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES :

Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the information on the performance and financial position of each of the subsidiaries, associates, joint venture Companies, etc. as included in consolidated financial statement is provided in Annexure 1 to this report.

FIXED DEPOSITS :

Fixed deposits accepted from the public, shareholders and employees as on 31st March, 2015 stood at Rs. 2676.28 Lacs as against Rs. 3317.09 Lacs at the end of the previous year. During the year, the Company has not accepted/renewed such deposits, and all the deposits falling due for repayment during the year were fully repaid on maturity except unclaimed deposits numbering 87 with amount Rs. 36.16 Lacs as at the end of the year. There were no over dues on account of principal or interest on public deposits other than the unclaimed deposits as at the year end and there have been no default in repayment of deposits or payment of interest thereon. There are no deposits which are not in compliance with the requirements of Chapter V of the Act read with Companies (Acceptance of Deposits) Rules 2014.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 (corresponding to section 205A of Companies Act 1956), relevant amounts like unclaimed dividend interest on Fixed Deposits, etc. which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund.

AUDITORS :

M/s. Khare and Co., Chartered Accountants, has been appointed as Statutory Auditors of the Company at the 49th Annual General Meeting for a period upto the conclusion of 51st Annual General Meeting and their appointment is subject to ratification of shareholders at every Annual general meeting. M/s. Khare and Co., have given their consent to act as the Auditors of the Company. The Shareholders will be required to ratify their appointment and fix their remuneration.

The Company has received a Certificate from M/s. Khare and Co., to the effect that their appointment, would be within the prescribed limits under section 141 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014 and that they are not disqualified for re-appointment.

There is no Qualification in the Statutory Auditor's Report as annexed elsewhere in this Annual Report.

The Auditors have reported that there is no fraud on or by the Company noticed or reported during the year. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) :

The Company has Board of Directors with total 10 directors out of which 6 are Non-Executive Independent Directors and the remaining are 4 Executive Directors. By virtue of Section 149 of the Companies Act, 2013 and rules made there under, the Independent Directors are not liable to retirement by rotation. Mr. Ved Prakash Leekha, Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment.

During the year, Mr. S. K. Bansal was appointed as Chief Financial Officer of the Company with effect from 1st April, 2014 and Mr. R. M. Kulkarni as Company Secretary of the Company with effect from 1st June, 2014, in the Board Meeting held on 17th May, 2015.

The Board of Directors appointed Ms. Preeti Mehta and Dr. Ashok Kumar as additional directors at meetings held on 1st November, 2014 and 14th February, 2015 respectively. Ms. Preeti Mehta and Dr. Ashok Kumar hold their respective office of directorship upto the date of the forthcoming Annual General Meeting. Notice together with security deposit has been received from members proposing their candidature for the office of Director of the Company at the forthcoming Annual General Meeting. The Brief profile of appointees is provided under Corporate Governance Report.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under the applicable provisions of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

SECRETARIAL AUDITOR :

Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after 1st April 2014 by a Company Secretary in Practice. The Board in its meeting held on 13th September, 2014 has appointed M/s Parikh & Associates, Practicing Company Secretary (Certificate of Practice No. 1228) as the Secretarial Auditor for the financial year ending 31st March 2015. The Secretarial Auditors' Report for the financial year 2014-15 is annexed hereto and marked as Annexure No. 2.

There is no Qualification in the Secretarial Audit Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

During the year, the Board of Directors has constituted the Corporate Social Responsibility Committee. The major role of this Committee is to formulate, recommend, implement and monitor the CSR policy and activities to be undertaken by the Company to meet/contribute towards its corporate social responsibility recommended objectives. The Board of Directors at its meeting held on 1st November, 2014 has constituted its CSR Committee and has also adopted its CSR policy recommended by the committee. Some of the activities which will be undertaken by the Company through an eligible trust are as under;

a) Education in Rural Area

b) Environment in rural area

c) Vocational Development

The said Policy is also uploaded on the website of the Company viz; www.pudumjee.com. During the year, the Company has allocated total Rs. 40 Lacs, out of which Rs. 10.20 Lacs has been spent through M. P. Jatia Charitable trust on Education in Rural Area. The other relevant disclosures as stipulated under Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure No. 3.

The CSR committee has adopted CSR policy in the month of November 2014, the Company is in the process of spending on CSR Activities. For the year under consideration the Company has allocated an amount of Rs. 40 Lacs for the said purpose and it has contributed Rs.10.20 Lacs during the year on CSR activities. The report obtained from the trust has been taken into consideration in the disclosures given. The entire allocated amount could not be spent due to paucity of sufficient time. The remaining allocation (which is in excess of the amount statutorily required) of CSR expenditure of Rs. 29.80 Lacs has been appropriated from retained earnings as shown in note to the Financial Statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

The loans, guarantees or investments made by the Company are within the limits of Section 186 of the Companies Act, 2013 and rules made there under as approved by shareholders vide special resolution passed, held at 49th Annual General Meeting of the Company.

The brief summary of such transactions are provided in Annexure 4 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

A policy on Related Party Transactions has been adopted by the Board of Directors at its meeting held on 1st November, 2014 for determining the materiality of transactions with related parties and dealings with them. The said policy is available at the Company's website at the web link www.pudumjee.com.The Audit Committee reviews all related party transactions quarterly.

Pursuant to Section 134(3), 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC -2 are provided as Annexure No. 5.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE :

As required under Companies Act 2013, a meeting of the Independent Directors was held on 14th February, 2015 to evaluate the performance of the Non-Independent Directors, wherein the evaluation of performance of the non independent directors, including the Chairman and also of the Board as a whole was made, against pre-defined and identified criteria.

The criteria for evaluation of the performance of the Independent Directors, chairman and the Board, was finalized by the Nomination and Remuneration Committee in its meeting held on 14th February, 2015, the said committee has carried out evaluation of the performance of every director. The said criteria is available at the Company's website i.e. www.pudumjee.com. The Board of Directors at their meeting held on 14th February, 2015 is evaluated the performance of Independent Directors.

RISK MANAGEMENT POLICY :

During the year the Board of Directors at its meeting held on 17th May, 2014 adopted Risk Management Policy identifying risks to the Company, procedures to inform Board members about the risk assessment & minimization procedures, monitoring the risk management plan, etc.

WHISTLE BLOWER MECHANISM :

The Company has a Whistle Blower Policy / vigil mechanism. The said policy has been made keeping in view of the amendments in the Companies Act, 2013 and Clause 49 of the Listing Agreement. The said policy may be referred to, at the Company's official website i.e. www.pudumjee.com.

PARTICULARS OF EMPLOYEES :

Pursuant to Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the statement giving required details is given in the Annexure No. 6A and 6B to this report.

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

There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

As required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange warnings & outgo is annexed as Annexure No. 7 and forms a part of this Report.

REPORT ON CORPORATE GOVERNANCE:

The report on Corporate Governance in accordance with the guidelines of the Securities & Exchange Board of India and amended Clause 49 of the Listing Agreements with the Stock Exchanges is attached and marked as Annexure 8.

EXTRACT OF ANNUAL RETURN :

The extract of the Annual Return of the Company in Form MGT-9 is annexed herewith as Annexure No. 9 to this report.

REMUNERATION POLICY :

Pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Listing Agreement the Nomination and Remuneration Committee has determined, recommended and approved remuneration policy at its meeting held on 1st November, 2014, and recommended to the Board of Directors. The said policy may be referred to, at the Company's website i.e. www.pudumjee.com and is annexed hereto and marked as Annexure No. 10.

SIGNIFICANT AND MATERIAL ORDERS :

There is no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

DIRECTORS' RESPONSIBILITY STATEMENT :

The Directors confirm that;

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

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

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

d) the directors have prepared the annual accounts on a going concern basis; and

e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS :

Your Directors wish to express their appreciation of the continued support and co-operation received from the all the stakeholders, employees of the Company.

On behalf of the Board of Directors,

A.K. Jatia

Executive Chairman

Place : Mumbai

Dated : 30th May, 2015


Mar 31, 2014

Dear Members,

The Directors present the 49th Annual Report on the working of the Company for the year ended 31st March, 2014 together with the statement of Accounts for that year.

FINANCIAL RESULTS

2013-2014 Previous Year Rs. In Lacs Rs. In Lacs

The gross profit before interest and Depreciation is 3196.87 3213.63

Reducing therefrom Finance cost of 868.17 697.01 and Depreciation of 809.97 848.42

The net profit comes to 1518.73 1668.20 and the balance of Profit brought forward from last year of 3734.97 2347.67

the total comes to 5253.70 4015.87

Adjusting against this amount the Following, namely :

Provision for Current Taxation of 160.00 3.00

Provision/(Saving) for Deferred Taxation of (79.00) (16.00)

Dividend on Equity Shares of 123.00 123.00

Tax on Dividend of 20.90 20.90

And Transfer to General Reserve of 150.00 150.00

Totalling to 374.90 280.90

There remains a balance of 4878.80 3734.97 which the Directors propose to carry-forward to next year''s accounts.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has not been any material departure;

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year on 31st March, 2014 and of the profit of the Company for that period;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956/2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

DIVIDEND

The Directors recommend for your consideration the payment of Dividend for the year ended 31st March, 2014 at the rate of Rs. 0.30 per share. If approved, the Equity Dividend will, subject to the provisions of Section 126 of the Companies Act, 2013, be paid to those shareholders whose names stand on the Register of Members on 13th day of September, 2014.

The Dividend in respect of shares held in the electronic form will be paid to the beneficial owners of the shares at the close of business hours on 1st September, 2014 as per the details furnished by the Depositories for this purpose.

OPERATIONS

The paper manufacturing activity of the Company showed improvement both in terms of revenue and profits when compared with the last year. Though steep depreciation of Rupee seen during the year did put considerable pressure on input cost, the impact, to a considerable extent was mitigated by judicious mix of inputs without adversely affecting the quality of Specialty Paper and marginal upward revision in prices of paper. Judicious pricing also softened the blow from unrestricted imports which helped in improvement of capacity utilization resulting in improved profitability of the operations.

The expansion project at Mahad has been put on hold temporarily in view of the prevailing recessionary conditions to minimize the impact of fixed costs pending study of new investment plans. Consequently an expenditure of Rs. 311 lacs from 1st April, 2013 has been treated as revenue expenses in the current year''s accounts instead of being capitalized.

The Directors believe that with the new Governmental policies leading to change in recessionary market sentiments, would help improve overall economy and Company''s continuous efforts on cost reduction and the new product development accompanied by review of existing products and marketing strategy would enable further improvement in capacity utilization and profitability.

The Real Estate Business of the firm in which the Company is a Partner, has been satisfactorily progressing despite the business in the industry facing some recessionary pressure elsewhere. The accounts include Company''s share of profit of Rs. 1143 lacs in respect of a building completed during the year and stock of few flats sold by the firm as against a profit of Rs1660 lacs in the last year in respect of two buildings then completed.

The Company has commenced development of land for constructing residential / commercial complex having saleable area of about 1,50,000 sq.ft for which purpose the land has been treated as stock-in-trade at a fair market value of Rs. 1441 lacs, by crediting the difference over cost, to Capital Reserve of the Company.

The labour relations continued to remain peaceful.

Out of 83 Fixed Deposits amounting to Rs. 27,31,000 which had matured for payment as at the close of 31st March, 2014, out of this, 7 deposits of the value of Rs. 2,03,000 have been claimed upto 6th May, 2014.

DIRECTORS

On 11th May, 2014 the Company suffered an irreparable loss in the sad demise of Mr. Rusi Nussarwanji Sethna, an eminent Solicitor who was associate with the Company as an Independent Director for over 20 years and to whom the Company owes a deep debt of gratitude for the keen interest he took in the affairs of the Company. The Directors will always remember him for his legal acumen and guidance which he so willingly gave to the Company.

Mr. Gautam Khaitan has been appointed as an Independent Additional Director on the Board of the Company, with effect from 23rd October, 2013. According to the provisions of Section 161 of the Companies Act, 2013 he will cease to hold the office on the date of the ensuing Annual General Meeting. A Resolution has been proposed for his appointment as an independent who will not be liable to retire by rotation. The Directors commend the resolution for your approval.

Messrs. V.O. Somani, B.C. Dalal and V.K. Beswal are other Independent Directors under the Companies Act, 2013 and therefore, not liable to retire by rotation.

Messrs. A.K. Jatia, V.P. Leekha and S.K. Bansal are the non-independent Directors and will be liable to retire by rotation and accordingly Mr. A.K. Jatia retires by rotation and being eligible offer himself for re-appointment.

A Special Resolution has been proposed for appointment and remuneration payable to Mr. A.K. Jatia, whole-time Director designated as Executive Chairman of the Company for a period of 5 years with effect from 1st June, 2014.

Special Resolution has been proposed for re-appointment of Mr. V.P. Leekha as Managing Director of the Company for a period of 5 years with effect from 01.04.2014 and the remuneration and other perquisites and benefits payable to him for an initial period of 3 years.

Special Resolution has been proposed for re-appointment of Mr.S.K. Bansal as Whole-time Director of the Company for a period of 5 years with effect from 01.04.2014 and the remuneration and other perquisites and benefits payable to him for an initial period of 3 years.

These resolutions are commended for your approval.

AUDITORS

Members are requested to appoint Statutory Auditors to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the 51st Annual General Meeting and to fix their remuneration.

STATEMENTS UNDER SECTION 217(1)(e) & 217(2A).

Statement giving details as required by the aforesaid provisions of the Companies Act, 1956 are annexed hereto and marked Annexure "A" & "B" respectively.

REPORT ON CORPORATE GOVERNANCE

The report on Corporate Governance in accordance with the guidelines of the Securities & Exchange Board of India and amended Clause 49 of the Listing Agreements with the Stock Exchanges is attached and marked Annexure "C".

On behalf of the Board of Directors,

A.K. Jatia Chairman

Mumbai,

Dated : 17th May, 2014


Mar 31, 2013

TO THE MEMBERS.

The Directors present the 48th Annual Report on the working of the Company for the year ended 31st March, 2013 together with the statement of Accounts for that year.

FINANCIAL RESULTS

2012-2013 Previous Year Rs. In Lacs Rs. In Lacs

The gross profit before interest and Depreciation is 3213.63 2526.83

Reducing therefrom Finance cost of 697.01 441.61

and Depreciation of 848.42 782.64

The net profit comes to 1668.20 1302.58 and the balance of Profit brought forward from last year of 2347.67 1464.04

the total comes to 4015.87 2766.62

Adjusting against this amount the Following, namely:

Provision for Current Taxation of 3.00 118.00

Provision/(Saving) for Deferred Taxation of (16.00) 58.00

Prior period expenses - -

Dividend on Equity Shares of 123.00 123.00

Tax on Dividend of 20.90 19.95

And Transfer to General Reserve of 150.00 100.00

Totalling to 280.90 418.95

There remains a balance of 3734.97 2347.67

which the Directors propose to carry-forward to next year''s accounts.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has not been any material departure;

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year on 31st March, 2013 and of the profit of the Company for that period;

c. that the 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 fraud and other irregularities; and

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

DIVIDEND

The Directors recommend for your consideration the payment of Dividend for the year ended 31st March, 2013 at the rate of Re.0.30 per share. If approved, the Equity Dividend will, subject to the provisions of Section 206A of the Companies Act, 1956, be paid to those shareholders whose names stand on the Register of Members on 24th day of August, 2013. The Dividend in respect of shares held in the electronic form will be paid to the beneficial owners of the shares at the close of business hours on 12th August, 2013 as per the details furnished by the Depositories for this purpose.

OPERATIONS

The Company achieved significant growth in profits from its Real Estate business. The revenue and profits from the Paper manufacturing activity, however, were adversely affected due to slowdown in overall economy and prevailing recessionary conditions in the country coupled with inflationary pressures on the input costs. The Directors cautiously and judiciously adopted a strategy of lower capacity utilization to minimize the negative impact and avoided ultimate substantial losses. The installation of a Paper manufacturing facility at a cost of about Rs. 100 crores at Mahad has been, as a precautionary measure, put on hold temporarily in view of the prevailing recessionary conditions to minimize the impact of fixed cost and in view of changing market situation a fresh view of the investment plans in regard to new products to be manufactured is under study.

The Directors believe that the recent steps taken by the Government to improve the overall economy and easing of commodity prices combined with Company''s continuous efforts on cost reduction would enable the Company to enhance capacity utilization and improve profitability.

The third Wind Power Plant of 2.1 MW at Jat, Sangli commissioned during the year is satisfactorily operating thus taking the total capacity of renewable energy generation through Wind Mills upto 4.60 MW.

The labour relations continued to remain peaceful.

Out of 79 Fixed Deposits amounting to Rs. 39,37,000 which had matured for payment as at the close of 31st March, 2013, out of this, 14 deposits of the value of Rs. 11,09,000 have been claimed upto 16th May, 2013.

DIRECTORS

Messrs. V.O. Somani, B.C. Dalal and V.K. Beswal, retire by rotation and being eligible offer themselves for re-appointment.

Special Resolution has been proposed for the remuneration payable to Mr.V.P. Leekha, the Chief Executive Officer of the Company for the remaining period of his appointment from 01.04.2013 to 31.03.2014.

Special Resolution has been proposed for the revised remuneration payable to Mr.S.K. Bansal, the Whole-time Director of the Company for the remaining period of his appointment from 01.04.2012 to 31.03.2014.

These resolutions are commended for your approval.

AUDITORS

Members are requested to appoint Statutory Auditors to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration

STATEMENTS UNDER SECTION 217(1)(e) AND 217(2A)

Statement giving details as required by the aforesaid provisions of the Companies Act, 1956 are annexed hereto and marked Annexure "A" & "B" respectively.

REPORT ON CORPORATE GOVERNANCE

The report on Corporate Governance in accordance with the guidelines of the Securities & Exchange Board of India and amended Clause 49 of the Listing Agreements with the Stock Exchanges is attached and marked Annexure "C".

On behalf of the Board of Directors,

R.N. Sethna A.K. Jatia

Director Director.

Mumbai,

Dated : 23rd May, 2013.


Mar 31, 2012

The Directors present the 47th Annual Report on the working of the Company for the year ended 31st March, 2012 together with the statement of Accounts for that year.

FINANCIAL RESULTS

2011-2012 Previous Year Rs. In Lacs Rs. In Lacs

The gross profit before interest and Depreciation is 2526.83 2332.51

Reducing there from Finance cost of 441.61 452.29

and Depreciation of 782.64 867.10

The net profit comes to 1302.58 1013.12 and the balance of Profit brought forward

from last year of 1464.04 2484.49 the total comes to 2766.62 3497.61

Adjusting against this amount the Following, namely:

Provision for Current Taxation of 118.00 329.00

Provision/(Saving) for Deferred Taxation of 58.00 (-) 127.00

Prior period expenses - 629.36

Provision for Impairment of Assets - 1397.26

Deferred Tax Saving on Impairment - (438.00)

Dividend on Equity Shares of 123.00 123.00

Tax on Dividend of 19.95 19.95

And Transfer to General Reserve of 100.00 100.00

Totaling to 418.95 2033.57

There remains a balance of 2347.67 1464.04

which the Directors propose to carry-forward to next year's accounts.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has not been any material departure;

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year on 31st March, 2012 and of the profit of the Company for that period;

c. that the 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 fraud and other irregularities; and

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

DIVIDEND

The Directors recommend for your consideration the payment of Dividend for the year ended 31st March, 2012 at the rate of Re.0.30 per share. If approved, the Equity Dividend will, subject to the provisions of Section 206A of the Companies Act, 1956, be paid to those shareholders whose names stand on the Register of Members on 25th day of August, 2012. The Dividend in respect of shares held in the electronic form will be paid to the beneficial owners of the shares at the close of business hours on 9th August, 2012 as per the details furnished by the Depositories for this purpose.

OPERATIONS

The year under review witnessed a mixed performance, the first half of the year showing good performance in terms of profitability which owing to rising input costs and steep depreciation of Rupee coupled with economic slowdown and recessionary conditions could not continue in the second half. Though through judicious product mix and marketing efforts, the negative impacts were somewhat checked, the second half of the year resulted in loss for the aforesaid reasons. The Management is conscious of the continued economic slowdown and steep depreciation of Rupee and expects that its strategy of constantly and judiciously changing product mix would stabilize its operations.

The Wind Power Project at Sadawaghapur in Maharashtra of the capacity of 2.5 MW is satisfactorily operating. Another plant of 2.1 MW at Jath in Maharashtra is expected to be commissioned by July 2012.

The Company has acquired a unit having land of about 75 acres at Mahad, District Raigad in Maharashtra together with machinery and buildings for which necessary documentation has been completed during the year under review. At Mahad, a Paper manufacturing facility has been planned at a cost of about Rs.100 Crores.

Your Directors are happy to inform that the accompanying accounts of the Company includes a profit of Rs. 691 lacs being its share from the Partnership firm "Pudumjee G:Corp Developers" from Real Estate activity, consequent upon completion of first building having 94 mid-sized luxurious flats. Another two buildings having about 188 flats are expected to be completed in the current year when revenue from which is expected to be recognized by the firm and consequently by the Company. The remaining four buildings are expected to be completed progressively.

The labour relations continued to remain peaceful.

Out of 70 Fixed Deposits amounting to Rs. 22,27,000 which had matured for payment as at the close of 31st March, 2012, 24 deposits of the value of Rs.10,28,000 have been claimed upto 24th May, 2012.

DIRECTORS

On 25th May, 2012 the Company suffered an irreparable loss in the sad demise of Mr. Mahabir Prasad Jatia, the Chairman and Managing Director of the Company who joined the Board in 1972. The Company achieved great success and glory during his tenure. His vision, invaluable guidance, untiring efforts and keen interest which he took in the affairs of the Company were a source of innate strength to the Company for which it owes to him an immense debt of gratitude.

Mr. O.P. Gupta has resigned from the Board of Directors of the Company with effect from 31st October, 2011. Consequently he ceased to be a member of the Audit Committee of the Board. The Board places on record its sincere appreciation of the services rendered by Mr. O.P. Gupta during his tenure on the Board and Committee.

Mr. Vinod Kumar Beswal has been appointed as an Additional Director on the Board of the Company with effect from 1st December, 2011. According to the provisions of Section 260 of the Companies Act, 1956 he will cease to hold the office on the date of the ensuing Annual General Meeting. A Resolution has been proposed for his re-appointment which the Directors commend for your approval.

Messrs. R.N. Sethna, V.P.Leekha and S.K. Bansal, retire by rotation and being eligible offer themselves for re-appointment. Special Resolution is proposed to extend the validity of remuneration payable to Mr.S.K. Bansal, the Whole-time Director for the remaining period of his term which would end on 31st March, 2014.

The resolution is commended for your approval.

AUDITORS

Members are requested to appoint Statutory Auditors to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

STATEMENTS UNDER SECTION 217(1)(e) AND 217(2A)

Statement giving details as required by the aforesaid provisions of the Companies Act, 1956 are annexed hereto and marked Annexure "A" & "B" respectively.

REPORT ON CORPORATE GOVERNANCE

The report on Corporate Governance in accordance with the guidelines of the Securities & Exchange Board of India and amended Clause 49 of the Listing Agreements with the Stock Exchanges is attached and marked Annexure "C".

On behalf of the Board of Directors,

A.K. Jatia B.C. Dalal

Director Director.

Mumbai,

Dated : 29th May, 2012.


Mar 31, 2011

TO THE MEMBERS.

The Directors present the 46th Annual Report on the working of the Company for the year ended 31st March, 2011 together with the statement of Accounts for that year.

FINANCIAL RESULTS

2010-2011 Previous Year

Rs. in lacs Rs. in lacs The gross profit before interest and Depreciation is 1913.42 2703.74

Reducing therefrom Interest of 33.20 150.84 and Depreciation of 867.10 1014.94

The net profit comes to 1013.12 1537.96 and the balance of Profit brought forward from last year of 2484.49 2099.96 the total comes to 3497.61 3637.92 Adjusting against this amount the Following, namely:

Provision for Current Taxation of 329.00 688.00

Provision/(Saving) for Deferred Taxation of (-) 127.00 (-) 178.00

Prior period expenses 629.36 —

Provision for Impairment of Assets 1397.26 —

Deferred Tax Saving on Impairment (438.00) —

Dividend on Equity Shares of 123.00 123.00

Tax on Dividend of 19.95 20.43

And Transfer to General Reserve of 100.00 500.00

Totalling to 2033.57 1153.43

There remains a balance of 1464.04 2484.49 which the Directors propose to carry-forward to next year's accounts.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has not been any material departure;

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year on 31st March, 2011 and of the profit of the Company for that period;

c. that the 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 fraud and other irregularities; and

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

DIVIDEND

The Directors recommend for your consideration the payment of Dividend for the year ended 31st March, 2011 at the rate of Re.0.30 per share. If approved, the Equity Dividend will, subject to the provisions of Section 206A of the Companies Act, 1956, be paid to those shareholders whose names stand on the Register of Members on 27th day of August, 2011. The Dividend in respect of shares held in the electronic form will be paid to the beneficial owners of the shares at the close of business hours on 10th August, 2011 as per the details furnished by the Depositories for this purpose.

OPERATIONS

The encouraging performance in terms of profitability witnessed by the Company during the last year continued in the first half of the year under review whereafter the disproportionate higher input cost negated the trend. The Management's efforts in neutralizing the higher cost by further optimizing the product mix of specialty papers are currently yielding satisfactory results.

With a view to partly cater to the Company's power requirement, a Wind Power project at Sadawaghapur in Maharashtra having capacity of 2.5 MW has been commissioned in March this year to the extent of 1.25 MW and the remaining capacity is expected to be commissioned by June 2011.

The Company has acquired a unit having land of about 75 acres at Mahad, District Raigad in Maharashtra for which necessary documentation is in advanced stage of completion where Company proposes to set up a Paper / Board manufacturing facility at a cost of about Rs. 100 crores.

The Real Estate project of the Company at Pune in Partnership viz ; Pudumjee:G-Corp Developers' having aggregate saleable area of 9.3 lac sq.fts. comprised in about 650 mid sized luxurious flats to be constructed in 3 phases is progressing satisfactorily. The possession of 188 flats is expected to be handed over in the current year when the revenue is expected to be recognized by the firm and consequently by the Company.

The labour relations in the Company remained peaceful.

Out of 71 Fixed Deposits amounting to Rs. 22,54,000 which had matured for payment as at the close of 31st March, 2011, 33 deposits of the value of Rs. 11,89,000 have been claimed upto 17th May, 2011.

DIRECTORS

Messrs. V.O. Somani, A.K. Jatia and B.C. Dalal, retire by rotation and being eligible offer themselves for re-appointment.

Pursuant to the resolution passed by the shareholders at the Extra-Ordinary General Meeting, Mr. Ved P. leekha has been designated as Chief Executive Officer for the Paper business of the Company and an application to Central Government has been made for the revised remuneration payable to him, the approval for which is awaited.

AUDITORS

Members are requested to appoint Statutory Auditors to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

STATEMENTS UNDER SECTION 217(1)(e) AND 217(2A)

Statement giving details as required by the provisions of Section 217(1)(e) of the Companies Act, 1956 is annexed hereto and marked Annexure "A".

During the year under review no employee was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended to date.

REPORT ON CORPORATE GOVERNANCE

The report on Corporate Governance in accordance with the guidelines of the Securities & Exchange Board of India and amended Clause 49 of the Listing Agreements with the Stock Exchanges is attached and marked Annexure "B".

On behalf of the Board of Directors,

Mumbai, MAHABIR PRASAD

Dated : 26th May, 2011. CHAIRMAN

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