Directors Report of Sangal Papers Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their 35th Annual Report with the Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULT

PARTICULARS 31.03.2015 31.03.2014 (Amount in Rs.) (Amount in Rs.)

Turnover 950,642,374 1,016,428,644

Profit Before 55,191,902 66,677,633

Financial Charges and Depreciation

Financial Charges 24,488,152 28,774,180

Depreciation/Amortization 6,729,807 16,749,664

PROFIT BEFORE TAX 23,973,943 21,153,789

Current Tax 4,796,650 8,082,860

MAT Credit Entitlement (104,750) -

Deferred Tax Liability 4,856,000 (2,684,000)

IncomeTax (Related to Earlier Year) 249,908 57,812

PROFIT AFTER TAX 14,176,135 15,697,117

Balance brought Forward from last Year 160,219,853 144,522,736

Balance Carried Forward to Balance Sheet 174,395,988 160,219,853

OPERATIONAL REVIEW

The Company is moving fast to achieving its goal of maximization of shareholders wealth and objective of the Company. The Company does care to all stakeholder of the Company.

Sangal Papers Ltd. focus in India and outside India over last few years has been to move closer to the ultimate consumers and position its products in a way that consumers can connect with and aspire for with this is in mind. The Company has maintained the world- wide standard in its products and engaged in to give sharpness to the Company's marketing strategies.

Sangal Papers Ltd. has given its best performance in all subjects. During the year under review the Company has achieved a turnover of Rs. 950,642,374 as against previous figure of Rs. 1,016,428,644 posting approx 6.47% decline in sale.

During the year under review PAT ( profit after tax) were Rs. 14,176,135 as compared to previous year figure of Rs. 15,697,117. However, the Profit aftertax has reduced by 9.69% in net profit aftertax as compared to previous year. I A

SHARE CAPITAL

The paid up equity capital as on 31st March 2015 was Rs. 13,072,600. During the year under review , the Company has not| increased their capital. Further the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DIVIDEND AND RESERVES DIVIDEND

Board of Directors of the Company has opted to plough back the profits for future growth and do not recommend any Dividend for thefinancial year ending on 31/03/2015.

RESERVES

The balance of Reserve & Surplus Account of the Company as on 31/03/2015 was Rs. 179,251,603/-.

FIXED DEPOSITS

The Company has not accepted any fixed deposits and accordingly no amount was outstanding as on the date of the Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantee covered under the provisions of section 186 of the Companies Act, 2013.

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 Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department 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.

CORPORATE SOCIAL RESPONSIBILITY

Since the Company has not fulfill the criteria in respect of constitution of Corporate Social Responsibility as specified in the Section 135 of the Companies Act 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, therefore no CSR Committee is constituted.

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.

(d) Since the Company does not fall under the list of Industries which should furnish information on conservation of energy, the question of furnishing the same does not arise.

TECHNOLOGY ABSORPTION

Company's products are manufactured by using In- house know how and no outside technology is being used for manufacturing activities. 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.

IMPORTS/ EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. IMPORTS

Import of raw materials during the year amounted to Rs. 43,323,426 /- ( previous Year Rs. 29,810,263 /-) and Capital Goods & Spares of Rs. 2,012,079 /- (Previous Year Rs. 1,517,414 /-).

B. EXPORTS

Exports were mainly to Gulf and Asian Countries . Exports during the year increased to Rs. 38,910,936 /- from Rs. -. 28,186,945 /-in the previous year.

C. EARNINGS AND OUTGO

Details are provided under the Point 23-26 of "Notes to Financial Statements" for the financial year ended as on 31st March 2015.

INDUSTRIAL RELATIONS

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

DIRECTORS

Director Mr. Vinayak Sangal (DIN NO. 06833351) retire by rotation and, being eligible, offer himself for re- appointment. The Board of Directors recommend Mr. Vinayak Sangal for re- appointment.

Mr. Prem Sethi (DIN NO. 07146425) & Mrs. Geeta Gupta (DIN NO. 00095939) were appointed as additional independent director w.e.f 4th March 2015. The Board now recommends the appointment of Mr. Prem Sethi & Mrs. Geeta Gupta as independent directors 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 three consecutive years i.e. up to the conclusion of the Annual General Meeting of the Company held in the calendar year 2018.

All independent directors have given declarations that they meet criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

BOARD 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, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. ,

REMUNERATION POLICY

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration Policy is stated in Corporate Governance Report.

MEETINGS

Meetings During the year 12 (Twelve) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed underthe Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed with no material departures;

(b) They 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 review of the state of affairs of the Company at the end of the financial year and of the prof it of the Company for the same period;

(c) They 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 preventingand detectingfraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls in the Company that are adequate and are operating effectively; and . ferff) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that these are adequate

RELATED PARTY TRANSACTIONS

The related party transactions have already been disclosed in the financial statements. No transaction of material nature has been entered into by the Company during the year which may have potential conflict with the interest of the Company. All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the Company at large.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODEOFCONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the members of the Board and all employees in the course of day to day business operations of the company. The Company believes in " Zero Tolerance" against bribery, corruption and unethical dealings/behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as " Code of Business Conduct" which forms and Appendix to the Code.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board members and the Senior Management personnel have confirmed compliances with the code. All management Staff were given appropriate training in this regard.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has formulated a Whistle Blower Policy to establish a vigil mechanism for directors and employees of the Company. The purpose and objective of this Policy is to provide a framework to promote responsible and secure whistle blowing. It protects the employees wishing to raise a concern about serious irregularities within the Company. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

AUDITORS

M/s Shaim & Co. (Chartered Accountants), Muzaffarnagar (Registration No. 000030C), have been appointed as Statutory Auditors of the Company for a period 3 years at the last annual general meeting held on 30th September, 2014 subject to ratification of their appointment by the members at every general meeting. The shareholders at the ensuing annual general meeting will consider ratification of the appointment of the Statutory Auditors. As required under Clause 41 of the Listing Agreement, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

COST AUDIT

The Turnover of the Company during the financial year 2014-15 are not covered under cost audit and therefore, pursuant to Section 148 of the Companies Act, 2013 read with the Companies ( Cost Records and Audit) Amendment Rules, 2014, the Company is not required to appoint cost auditorfor financial year 2015-16.

SECRETARIAL AUDIT

Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Mangerial Personnel) Rules, 2014 the Company has appointed D. K Gupta & Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as " Annexure A".

AUDITOR'S REPORT/SECRETARIAL AUDIT REPORT

The auditors have given clean report. There is no observation/adverse remark in the Auditors' Report.

As required under section 204 (1) of the Companies Act, 2013, the Company has obtained a Secretarial Audit Report.

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". at W

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

On the recommendation of the Risk Management Committee, the Board has adopted Risk management Policy, which outlines the programme implemented by the Company to ensure appropriate risk management within its system and culture. The Risk Management Policy is also posted on the website of the Company. The Company's risk management programme comprises of a series of processes, structures and guidelines which assist the Company to identify, assess, monitor and manage its business risks, including material changes to its risk profile. To achieve this, the Company has clearly defined the responsibility and authority of the Company's Board of Directors and of the Risk Management Committee to oversee and manage the risk management programme while conferring responsibility and authority on the Company's senior management to develop and maintain the risk management programme in light of the day to day needs of the Company. Regular communication and review of risk management practices provide the Company with important checks and balances to ensure the efficacy of its risk management programme.

REPORTON FACTORY ACCIDENT

On 1st August 2014 at 6.00 A.M an Accident took place in our Factory Site Village - Bhainsa, 22 Km Stone, Meerut-Mawana Road, Meerut due to burst in Digestor. Accident caused substantial damage to the Building, Plant & Machinery as well as Stock and claimed two lifes. As per our estimated the total damage caused to the factory may be as much as Rs. 142 Lakhs. It was an unexpected mishap, but fortunately it is fully covered by insurance for the Building, Plant & Machinery, Stock damage and human loss. We have accordingly informed the Insurance company and submitted a formal claim. The Managing Director of the Company has announced all assistance to the families of the victims immediately.

PARTICULARS OF EMPLOYEES

The provisions of Rule 5 (2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs. 60 Lacs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs. 60 lacs during the financial year 2014-15.

The information required under section 197 (12) of the Companies Act, 2013 read with Rules 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure-D".

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate the auditors of the Company regarding Compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest 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.

Place: Mawana By Order of the Board of Directors

Date : 25/05/2015 FOR Sangal Papers Ltd.

CIN :L21015UP1980PLC005138

Himanshu Sangal

Chairman & Managing Director

Reg. Office: 22 KM, Meerut - Mawana Road, (DIN: 00091324)

Mawana - 250 401, Distt. Meerut (U.P.)

PH-01233-271515, 274324 ,

& E- Mail: [email protected] Bfi

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Mar 31, 2014

Dear Shareholders,

The Directors present the Company''s 34th Annual Report and Audited Accounts for the financial year ended 31stMarch,2014.

FINANCIAL HIGHLIGHTS (Amount in Rs)

YEAR 2014 2013

Profit before 66,677,633 63,206492 Finance Charges and Depreciation

Finance Charges 28,774,180 28,284,199

Depreciation/Amortization 16,749,664 15,880,381

PROFIT BEFORE TAX 21,153,789 19,041,912

Current Tax 8,082,860 7,648,700

Deferred Tax (2,684,000) (1,517,000)

Liability

Income Tax 57,812 2,187

Related to earlier year

PROFIT AFTER TAX 15,697,117 12,908,025

Balance brought 144,522,736 131,614,711 Forward from last year

Balance carried 160,219,853 144,522,736 Forward to balance sheet

PERFORMANCE REVIEW

The Company is moving fast to achieving it''s goal of maximization of shareholders wealth and objective of the Company. The Company does care to all stakeholder of the Company.

Sangal Paper'' focus in India and outside India over last few years has been to move closer to the ultimate consumers and position its products in a way that consumers can connect with and aspire for. with this in mind The Company has maintained the world-wide standard in its products and engaged in to give sharpness to the Company''s marketing strategies.

Sangal Paper, standalone has given its best performance in all subjects. During the year under review the Company has achieved a turnover of Rs. 10164.29 lacs as against previous figure of Rs. 9255.56 Lacs, posting approx 9.82% growth in sale.

During the year under review PAT (profit after tax) were Rs. 156.97 lacs as compared to previous year figure of Rs. 129.08 lacs. Your company has also posted a vibrant growth of 21.61% in net profit after tax as compared to previous year.

DIVIDEND AND RESERVES DIVIDEND

Board of directors of the Company has opted to plough back the profits for future growth and do not recommend any dividend for the financial year ending on 31/03/2014.

RESERVES

The balance of reserve & surplus account of the Company as on 31/03/2014 was Rs. 1650.75 lacs.

BOARD OF DIRECTORS

Mr. TANMAY SANGAL (Din-01297057), Director of the company, who retire by rotation and being eligible offer himself for re-appointment. Mr. VINAYAK SANGAL (Din-06833351) who was appointed as an Additional Director of the Company by the Board of Directors at its meeting held on 01 March, 2014 effective from 01 March 2014, and who holds office upto the date of ensuing Annual General Meeting, and in respect of whom a written Notice pursuant to Section 160 of the Companies Act, 2013 has been received from a member signifying his intention to propose Mr. VINAYAK SANGAL (Din-06833351) as a candidate for the office of Director of the Company, whose period of office shall be liable to determination by rotation.

The details of Directors being recommended for appointment/ re-appointment as required in ciause 49 of the Listing Agreement with Stock Exchange are provided in the report on corporate governance and also contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.

Appropriate Resolutions(s) seeking your approval to the appointment/ re-appoinment of Directors are also included in the Notice.

PARTICULARS OF EMPLOYEES

There are no employees in the company drawing remuneration in excess of the limit prescribed under Secion 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975 as amended time to time.

FIXED DEPOSIT

The Company has not accepted or renewed any deposit cover under Section 58Aof the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 from public during financial year under review.

STATUTORY AUDITOR AND AUDITORS'' REPORT

The Statutory Auditors, SHIAM & Co. (Chartered Accountants), Muzaffamagar (Registration No. 000030C), who will retire at the conclusion of 34th Annual General Meeting to be held on September 30,2014 and being eligible, themselves for re-appointment. A certificate from them has been received to the effect that their re- appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. The report is self explanatory, therefore does not require an specific comments.

COST AUDITORS

In terms of letter No. 52/26/CAB-2010 dated 30th June 2011 received from the Cost Audit Branch of the Ministry of Corporate Affairs and pursuant to the provisions of section 224(1 B) read with section 233B of the Companies Act, 1956, M/s SURENDRA RAI KAPUR (Registration No. 04926), Cost Accountants were appointed as the cost auditors of the Company forthe year ending 31st March, 2014.

CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO

information required as per Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. Relating to the conservation of energy as per "Annexure A" Technology Absorption, Adaption and innovation as per "Annexure B" and Research and Development as per "Annexure C" and The information on foreign exchange earning and outgo as per "Annexure

DIRECTORS'' RESPONSIBILTY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge hereby state by and confirm that:

i) in the preparation of the annual accounts of the Company, the applicable accounting standards had been followed along with proper explanations relating to material departures;

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

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

iv) the Directors had prepared the annual accounts of the Company on a going concern basis.

DEPOSITORY SERVICES

The Company is availing Depository Services of National Security Depository Limited (NSDL) and Central Depository Services (India Limited (CDSL).

INSURANCE

All property and insurable assets of the Company, including Building, Plant & Machinery and Stock have been adequately, wherever necessary.

CORPORATE GOVERNANCE

Good governance is not a part of our vocabulary but in our organization''s DNA.

Your Company upholds the standards of governance and is compliant with the Corporate Governance Provisions as stipulated under clause 49 of the Listing Agreement in both true letter spirit. The Company''s core values of honesty and transparency have since its inception been followed in every line of decision making. Setting the tone at the top, your Directors cumulatively at the Board level advocate good governance standards. Sangal Paper has been built on a strong foundation of good corporate governance which is now a standard for all operations across your company.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Statutory Auditors confirming compliance with the requirements of clause 49 of the Listing Agreement forms part of the Annual Report.

Report on Corporate Governance as per"Annexure E”.

HIMANSHU SANGAL AMIT SANGAL (Managing Director/Chairman) (Executive Director)

Date : 26-05-2014 Place: MEERUT

SANGAL PAPERS LIMITED CIN: L21015UP1980PLC005138 Regd. Office: Village Bhainsa, 22km Mawana Road, Meerut, U.P. -250401 PH-01233-271515,274324, Fax: [phone] e-mail: [email protected]

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Mar 31, 2010

The Directors have pleasure in submitting the 30th Annual Report alongwith the Audited Balance Sheet and Profit & Loss Account for the year ended on 31st March, 2010.

WORKING RESULTS :

The financial results of the operation during the year under review are as under:

PARTICULARS CURRENT YEAR PREVIOUS YEAR

FIGURES (Rs.) FIGURES (Rs.)

Profit before depreciation & finance Charges 53497982.00 54182555.00

Less: Depreciation 14560314.00 13982017.00

Finance Charges 21462811.00 36023125.00 21419883.00 35401900.00

Net Profit for the year 17474857.00 18780655.00

Paid/Provision for Tax

Current Tax 2969852.00 2132185.00

Deferred Tax Liability 4998000.00 7170000.00

Mat Credit Entitlement (2969852.00) (2127848.00)

Fringe Benefit Tax 4998000.00 244378.00 7418715.00

Profit After Tax 12476857.00 11361940.00

Add: Profit b/ffrom last year 92748397.00 81386457.00

Profit c/o to Balance Sheet 105225254.00 92748397.00



OPERATIONS :

During the year the company has achieved sales of Rs. 6048.11 Lacs as against Rs. 5860.24 Lacs during last year and earned profit before tax of Rs. 174.75 Lacs as against a profit of Rs. 187.80 Lacs during last year.

INDUSTRIAL RELATIONS:

Industrial relation during the year remained cordial at ail levels of the Company. The Management appreciates the whole-hearted Co-operation given by the employees of the Company.

PARTICULARS OF EMPLOYEES :

Regarding particulars in terms of section 217 (2A) of the companies Act, 1965 read with relevant rules, none of the employees was in receipts of or entitled to receive emoluments amounting to and in aggregate to Rs. 1,200,000.00 or more per annum if employed for the year of Rs. 1,00,000.00 or more per month if employed for any part of the year.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY ETC :

(A) Conservation of Energy:

(i) The company is making regular efforts for energy conservation.

(ii) Information regarding energy consumption in Form-An annexed herewith.

(B) Technology Absorption:

No efforts have been made in Technology Absorption

(C) Foreign Exchange earning and out-go:

Particulars regarding Foreign Exchange earning and outgo is as per in Schedule 18 of Balance Sheet.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under 217 (2AA) of the company act 1956, with respect to Directors Responsibility statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year under review, the applicable accounting standards have been followed alongwith proper explanation relating to material departure, if any.

(ii) That the Directors have selected such accounting policies and applied them consistently, and need judgments and estimates that are reasonable and prudent as to give a true and fair view of the state of affairs of the company at the end of the financial period ended 31 st March, 2010 and of the profit or loss of the company for the period.

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

(iv) That the Directors have prepared the annual accounts on a going concern basis.

DIRECTORS:

Shri Amit Sangal, Director of the Company will be retire at this meeting and being eligible offers themselves for re-appointment.

DEPOSITS:

The Company has not accepted deposits attracting the provision of section 58-A of the companies act 1956.

AUDITORSREPORT

The Auditors in their report have referred to the notes forming part of the accounts. The said notes are self explanatory and do not require further elucidation.

AUDITORS

M/S Shiam & Co., Chartered Accountants, Muzaffarnagar, Auditors of the Company retire at this meeting and are eligible for re-appointment.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the assistance and co-operation that your company has received from the Govt, of U.P., Bankers, stakeholders and all others, whose continued support has been a source of strength to the company. Your Directors also to wish to place on record their sincere appreciation to the devotion and commitment of every employee of the company.

Your Directors recommended that Annual Accounts may be passed by you.

For and on behalf of the Board

SANGAL PAPERS LTD.



Sd/-

Date: 20.05.2010 (HIMANSHU SANGAL)

Place: MEERUT Managing Director

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Mar 31, 2009

The Directors have pleasure in submitting the Twenty Ninth Annual Report and audited statement of accounts of the Company for the year ended 31st March, 2009.

FINANCIAL RESULTS :

The financial results of the operation during the year under review are as under:

PARTICULARS CURRENT YEAR PREVIOUS YEAR

Profit before Finance Charges & Depreciation 54,182,555 40,345,341

Less: Finance Charges, 21,419,883 14,946,235

Depreciation 13,982,017 9,295.416

Profit for the year 18,780,655 16,103,690

Less: Paid / provision of tax 7,418,715 7,388,606

Profit aftertax 11,361,940 8.715,084

Add : Balance being Profit (Loss) brought forward

from last year 81,388,457 72,671,373

Balance being Profit (Loss) carried over to

Balance Sheet 92,748,397 81,386,457



OPERATIONS :

During the year the company has achieved a turnover of Rs. 5,860.24 Lacs as against Rs. 3,598.87 Lacs during last year and earned profit before Tax of Rs. 187.80 Lacs as against a profit of Rs. 161.04 Lacs during last year.

INDUSTRIAL RELATIONS :

Industrial relations during the year remained cordial all levels of the Company. The management appreciate the whole hearted co-operation given by the employees of the Company.

PARTICULARS OF EMPLOYEES :

Regarding particulars in terms of Section 217(2A) of the Compnies Act, 1956 read with relevant rules, none of the employees was in receipts of or entired to receive emoluments amounting to and in aggregate to Rs. 12,00,000.00 or more per annum if employed for the year or Rs. 1,00,000.00 or more per month if employed for any part of the year.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY ETC

(A) Conservation of Energy :

(i) The Company is making regular efforts for energy conservation.

(ii) Information regarding energy consumption in Form - A annexed herewith.

(B) Technology Absorption :

No Efforts have been made in Technology Absorption.

(C) Foreign Exchange earning and out-go :

Particulars regarding foreign exchange earning and out-go as per Schedule 17 of Balance Sheet.

DIRECTORS RESPONSIBILITY STATEMENT:

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

(i) That in the preparation of the accounts for the financial year under review, the applicable accounting standards have been followed along with proper explanation relating to material departure; if any :

(ii) That the Directors have selected such accounting policies and applied them consistantly and need judgments and estimates that were reasonable and prodent 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 or loss of the compnay for the year under review.

(iii) That the Directors have taken proper and sufficient care for the mantenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for the safeguarding the assets of the Company and for preventing and detecting fraud and other irregularties;

(iv) That the Directors have prepared the annual accounts on a "going concern basis".

DIRECTORS :

Shri Tanmay Sangal Director of the Company, retire by rotation and being eligible, offer himself for re-appointment.

DEPOSITS :

The Company has not accepted any deposits attracting the provision of Section 58-A of the Companies Act 1956.

AUDITORS REPORT :

The Auditors in their report have referred to the notes forming part of the accounts. The said notes are self explanatory and do not require further elucidation.

AUDITORS :

M/s Shiam & Co., Chartered Accountants, Muzaffamagar, Auditors of the Company retire at the conclusion of this meeting and are eligible for re-appdintment.

ACKNOWLEDGEMENT:

Your Directors acknowledge with gratitude the co-operation and assistance given by the financial institutional and banks during the year under review.

Your Directors wish to place on records their appreciation of the sincere and efficient services rendered, by the staff and workers of the Company for its success.

Your Directors recommend that the annual accounts may be passed by you.

For and on behalf of the Board

SANGAL PAPERS LTD.

sd/-

Date : 26th JUNE, 2009 (HIMANSHU SANGAL )

Place : MEERUT Chairman