Directors Report of Duroply Industries Ltd.

Mar 31, 2018

The Directors present their 61^st Annual Report together with the Audited Accounts for the year ended 31^st March 2018.

FINANCIAL RESULTS Rs. in Lakhs

	Standalone		Consolidated
Particulars	As on 31.03.2018	As on 31.03.2017	As on 31.03.2018	As on 31.03.2017
Turnover	22137.16	22617.63	22137.16	22617.63
Other Income	67.32	64.32	67.32	64.32
Profit before finance charges, Tax, Depreciation/ Amortization (PBITDA)	426.02	336.46	426.02	336.46
Less: Finance Charges	719.45	715.39	719.45	715.39
Profit before Depreciation/ Amortization (PBTDA)	(293.43)	(378.93)	(293.43)	(378.93)
Less: Depreciation	195.12	180.61	195.12	180.61
Profit before Tax and Exceptional Items	(488.55)	(559.54)	(488.55)	(559.54)
Add: Exceptional Item (Profit of Sale of Property)	-	371.57	-	371.57
Net profit before taxation (PBT)	(488.55)	(187.97)	(488.55)	(187.97)
Provision for taxation	-	-	-	-
Profit/ (Loss) after Taxation (PAT)	(488.55)	(187.97)	(488.55)	(187.97)
Share of profit of Associate	-	-	6.42	5.51
Other Comprehensive Income	(11.88)	(54.80)	(11.88)	(54.80)
Total Comprehensive Income	(500.43)	(242.77)	(494.00)	(237.26)

STATE OF COMPANY’S AFFAIRS

During the year under review, the Company has achieved a net turnover of Rs. 221.37 Crores as against Rs. 226.18 Crores in the preceding financial year, a decrease of 2.13%. The company has incurred a net loss of? 5.00 Crores as against a net loss of Rs. 2.43 Crores in the preceding year.

Plywood Segment revenue decreased from Rs. 203.03 Crores to Rs. 200.05 Crores i.e. a decrease of 1.47%. Tea Segment revenue during the year was Rs. 21.32 crores as against Rs. 23.14 Crores inthe preceding financial year representing a decline of7.87%.

CHANGES IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the year.

DIVIDEND

In absence ofprofit, the Directors regret their inability to recommend any dividend forthe year ended 31^st March 2018.

RESERVES

Due to inadequacy of profit, no amount is proposed tobe transferred to general reserve for the year ended 31^st March 2018.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2018 was Rs. 4.52 Crores. During the year under review, the Company has neither issued any shares or any convertible instruments, nor has bought back any of its securities.

BORROWINGS

The total borrowings stood at Rs. 5620.96 Lakhs as at 31^st March, 2018 as against Rs. 5611.89 Lakhs as on 31^st March, 2017, i.e. a increase of Rs. 9.07 Lakhs.

DEPOSITS

The Company has not accepted any deposits from public during the year and as such, there is no outstanding deposit in terms of Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company. However, the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily like providing scholarship to poor brilliant students, sponsoring sports program etc.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “SEBI Regulations”), the Management Discussion and Analysis Report is attached herewith as “Annexure-1”.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by Rotation

In accordance with the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013, Shri Sohan Lal Yadav (DIN:00207333), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

Appointment/Re-appointment of Directors

Shri Sohan Lal Yadav was appointed as Whole time Director of the Company for three years with effect from 1^st April, 2015 and the same expired on 31^st March, 2018. Thereafter he has been appointed as Non-Executive Director of the Company with effect from 1^st April, 2018.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of Listing Regulations.

BOARD MEETINGS

During the year under review, four Board Meetings were convened and held. The details of which are given in Corporate Governance Report forming part of this Report. The provisions of the Companies Act, 2013 and SEBI Regulations were adhered to while considering the time gap between two meetings.

ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

During the year under review, the Board carried out annual evaluation in accordance with the above said policy and expressed satisfaction on the evaluation process and the performance of all the Directors, the Committees and the Board as a whole.

MANAGERIAL REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of managerial personnel and employees of the company are attached herewith as “Annexure-2”

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee have been furnished in the Corporate Governance Report forming a part of this Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

The Company is having one associate Company namely M/s P. S. Plywood Products Private Limited as on 31^st March, 2018. A Statement containing salient features of the financial statements of the Company’s associate is furnished in Form AOC-1 and enclosed herewith as “Annexure-3”.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and its associate company, as a part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY

All related party transactions that were entered into during the financial year under review were at arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly there are no transaction to be reported in Form AOC-2.

All related party transactions are placed before the Audit Committee and also the Board for approval. The detail of the policy on Related Party Transactions as approved by the Board of Directors and Audit Committee is available on the Company’s website www.sardaplywood.in.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy to deal with unethical behavior and to provide a framework to promote responsible and secured reporting of undesired activities. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company at www.sardaplywood.in. During the year, no case was reported under this policy.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any guarantees or given new loans or made any new investments in securities of any other body corporate during the year under review. Details of the existing loans and investments made by the Company are given in the notes to the financial statements.

NOMINATION & REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee have been furnished in the Corporate Governance Report forming a part of this Report.

REMUNERATION POLICY

The Company has formulated a policy on director’s selection and appointment, payment of remuneration, directors qualifications, positive attributes, independence of directors, selection and appraisal of performance of Key Managerial Personnel and Senior Management and their remuneration and other related matters as applicable under Section 178(3) of the Companies Act, 2013. The Company’s Criteria for payment of remuneration to the Non Executive Directors is available on the Company’s website www.sardaplywood.in and the Remuneration Policy is separately attached herewith as “Annexure-4”

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholders Relationship Committee have been furnished in the Corporate Governance Report forming a part of this Report.

RISK MANAGEMENT POLICY

The Company has a defined risk management framework to identify, assess, monitor and mitigate risks involved in its business. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business. The Company has formulated and implemented a risk management policy in accordance with Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks. In accordance with the policy, the risk associated with the Company’s business is always reviewed by the management team and placed before the Audit Committee. The Audit Committee reviews these risks on periodical basis and ensures that mitigation plans are in place. The Board is briefed about the identified risks and mitigation plans undertaken.

The risk management policy as approved by the Board of Directors is available on the Company’s website www.sardaplywood.in.

INTERNAL FINANCIAL CONTROL

The Company has adequate internal control procedures commensurate with its size and nature of business. The objective of these procedures is to ensure efficient use and protection of the Company’s resources, accuracy in financial reporting and due compliance of statutes and corporate policies and procedures. The Internal Financial Control (IFC) system ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3) (i) of the Companies Act, 2013 forms part of the Audit Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the accounts for the year ended 31^st March 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit/loss of the Company for the year on that date;

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

(iv) That the Directors have prepared the accounts for the year ended 31^st March 2018 on a ‘going concern’ basis.

(v) That the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(vi) That the Directors incorporated proper systems to ensure compliance with the provisions of all applicable laws was in place and were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company has in place the SEBI guidelines pertaining to Corporate Governance. The Corporate Governance Report giving the details as required under SEBI Regulations is given separately as “Annexure-5”.

The Corporate Governance Certificate for the year ended 31^st March, 2018 issued by Mr. Vivek Agarwal partner of M/s S. K. Agrawal & Co., Chartered Accountants, Statutory Auditors of the Company, is also attached herewith as “Annexure-6”.

Shri Sudeep Chitlangia, the Managing Director has given his certificate under SEBI Regulations regarding compliance with the Code of Conduct of the Company for the year ended 31^st March, 2018, which is attached herewith as “Annexure-7”. Certificate Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached herewith as “Annexure-8”

AUDITORS STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and Rules made thereunder M/s. S. K. Agrawal & Co., Chartered Accountants (Firm Registration No.306033E) were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 19^th September, 2017 for a term of five consecutive years, subject to ratification by members at every consequent Annual General Meeting. However pursuant to the provisions of the Companies Amendment Act, 2017 enforced on 7¹¹'' May, 2018, the concept of ratification of appointment of auditor at each Annual General Meeting is being removed.

The report given by the auditors on the financial statements of the Company is part of the Annual Report. There is no qualification, reservation or adverse remark made by the statutory auditors in their report nor have they reported any instances of fraud under Section 143 (12) of the Companies, Act, 2013.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s A. K. Labh & Co, Company Secretaries was appointed as the Secretarial Auditor ofthe Company for the FY 2017-18. The Secretarial Audit report for the financial year ended 31^st March, 2018 is attached herewith as “Annexure-9” The said report does not contain any qualification, reservation or adverse remarks.

Based on the consent received and on recommendation of the Audit Committee, the Board has appointed M/s. Rashmi Sharma & Co. as the Secretarial Auditor for the FY 2018-19.

INVESTOR EDUCATION & PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 is not applicable for the Company as no dividend was declared in the last financial year.

STOCK EXCHANGE LISTING

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. The Company has paid the listing fee to the Bombay Stock Exchange Limited for the year 2018-2019.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in “Annexure-10” attached herewith.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return as on 31^st March, 2018 in the prescribed form MGT-9 is attached herewith as “Annexure-11”.

AMALGAMATION OF P S PLYWOOD PRODUCTS PVT. LTD. WITH THE COMPANY

During the year under review National Company Law Tribunal (NCLT), Kolkata Bench, Kolkata vide their order dated 28^ti July, 2017 had directed the Company to hold meetings of Shareholders, Secured and Unsecured Creditors of Transferor and Transferee Company to consider the Scheme of Amalgamation of P S Plywood Products Pvt. Ltd. with the Company. Mr. Atul Kumar Labh, Practicing Company Secretary was appointed as the Chairman of the meetings. The Scheme was duly approved by the majority of Shareholders and Secured and Unsecured creditors in their respective meetings held on 11^th and 12^th October, 2017. Now the application is lying with the NCLT, Kolkata Bench for its approval.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material change and commitment affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of the Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace. During the year under review, no complaint was reported to the Board.

ISO CERTIFICATION

The Company’s factory at Rajkot, Gujarat have been certified ISO 14001:2004 for Environmental Management Systems Standards.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the dealers, agents, suppliers, investors and bankers for their continued support, co-operation and their valuable guidance to the Company and for their trust reposed in the Company’s management. Your Directors also place on record their sincere appreciation to employees at all levels for their hard work, dedication and continuous contribution to the Company.

For and on behalf of the Board

SUJIT CHAKRAVORTI

Director

Registered Office: (DIN: 00066344)

9, Parsee Church Street,

Kolkata - 700001 SUDEEP CHITLANGIA

Managing Director

Date : 28^th May, 2018 (DIN: 00093908)

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Mar 31, 2016

Directors’ Report to the Members

The Directors present their 59^th Annual Report together with the Audited Accounts for the year ended 31^st March, 2016.

FINANCIAL RESULTS (Rs, in Lakhs)

	Standalone		Consolidated
Particulars	As on 31.03.2016	As on 31.03.2015	As on 31.03.2016	As on 31.03.2015
Turnover	18,238.13	20,352.01	18,238.13	-
Profit before finance charges, Tax, Depreciation/ Amortization (PBITDA)	3.62	672.78	3.62	-
Less: Finance Charges	675.19	667.89	675.19	-
Profit before Depreciation/ Amortization (PBTDA)	(671.57)	4.89	(671.57)	-
Less: Depreciation	174.34	170.47	174.34	-
Net Profit before Taxation (PBT)	(845.91)	(165.60)	(845.91)	-
Provision for taxation	(272.30)	(116.26)	(272.30)	-
Share of profit of Associate	-	-	4.95	-
Profit/ (Loss) after Taxation (PAT)	(573.61)	(49.34)	(568.65)	-
Provision for proposed dividend	-	-	-	-
Dividend tax	-	-	-	-
Transfer to General Reserve	-	-	-	-

STATE OF COMPANY’S AFFAIRS

During the year under review, the Company has achieved a net turnover of Rs, 182.38 Crores as against Rs, 203.52 Crores in the preceding financial year, a decrease of 10.38%. The company has incurred a net loss of Rs, 5.73 Crores as against a net loss of Rs, 0.49 Crores in the preceding year which is mainly attributed to depressed market conditions for its products. Slowdown, particularly in the Housing and Infrastructure sector directly affected the demand for plywood and allied products. Higher inputs cost and lower sales realization gravely affected the profitability of Plywood as well as Tea Division of the Company. Uncertainty in weather condition has caused fall in production of quality tea leaves.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of the business of the Company during the year.

DIVIDEND

In absence of profit, the Directors regret their inability to recommend any dividend for the year ended 31^st March, 2016. RESERVES

Due to inadequacy of profit, no general reserve is created for the year ended 31^st March, 2016.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2016 was Rs, 4.52 Crores. During the year under review, the Company has neither issued any shares or any convertible instruments, nor has bought back any of its securities.

BORROWINGS:

The total borrowings stood at Rs, 5302.43 Lakhs as at 31^st March 2016 as against Rs, 4602.69 Lakhs as on 31^st March 2015, i.e. increase of Rs, 677.74 Lakhs.

DEPOSITS

The Company has not accepted any deposits from public during the year and as such, there is no outstanding deposit in terms of Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company. However, the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily like providing scholarship to poor brilliant students, sponsoring sports program etc.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “SEBI Regulations”), the Management Discussion and Analysis Report is attached herewith as “Annexure-1”.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 Smt. Sheela Chitlangia (DIN No: 00174354) retires by rotation and being eligible offers herself for re-appointment.

During the year there was no change in the Key Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given the declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI Regulations.

BOARD MEETINGS

During the year under review, four Board Meetings were convened and held. The Details of which are given in Corporate Governance Report forming part of this Report. The provisions of the Companies Act, 2013 and SEBI Regulations were adhered to while considering the time gap between two meetings.

ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Regulations, the Board has carried out the annual performance evaluation of its own performance, its committees and individual directors on the basis of agreed norms of evaluation.

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

MANAGERIAL REMUNERATION

The information’s required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of managerial personnel and employees of the company are attached herewith as “Annexure-2”.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee have been furnished in the Corporate Governance Report forming a part of this Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

The Company is having one associate Company namely; M/s P. S. Plywood Products Private Limited as on 31^st March, 2016. M/s. Pro-Sports Management Limited ceases to be an associate company with effect from 16^th December, 2015. A Statement containing salient features of the financial statements of the Company’s associate is furnished in Form AOC-1 and enclosed herewith as “Annexure-3”.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and its associate company, as a part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY

All related party transactions that were entered into during the financial year under review were at arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly there are no transaction to be reported in Form AOC-2. Therefore a nil report is attached herewith as “Annexure-4”.

All related party transactions are placed before the Audit Committee and also the Board for approval. The detail of the policy on Related Party Transactions as approved by the Board of Directors and Audit Committee is available on the Company’s website www.sardaplywood.in.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the company has adopted vigil mechanism policy. The detail of the policy is available on the Company’s website www.sardaplywood.in.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any guarantees or given new loans or made any new investments during the year under review. Details of the existing loans and investments made by the Company are given in the notes to the financial statements.

NOMINATION & REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee have been furnished in the Corporate Governance Report forming a part of this Report.

REMUNERATION POLICY

The Company has formulated a policy on director’s selection and appointment, payment of remuneration, directors qualifications, positive attributes, independence of directors, selection and appraisal of performance of Key Managerial Personnel and Senior Management and their remuneration and other related matters as applicable under Section 178(3) of the Companies Act, 2013. The Company’s Criteria for payment of remuneration to the Non Executive directors and Familiarization Programme undertaken for Independent Directors are available on the Company’s website www.sardaplywood.in and the Remuneration Policy is separately attached herewith as “Annexure-5”.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholders Relationship Committee have been furnished in the Corporate Governance Report forming a part of this Report.

RISK MANAGEMENT POLICY

Risk is inherent in all business activities. Every employee of the Company in one way or the other, and in varying degrees manages risk. It is well accepted that the adoption of a strategic and formal approach to risk management will improve decision-making, enhance outputs and fix accountability.

The Company has formulated a policy on risk management which aims not to eliminate risk, rather to manage the risks involved in most business activities, to maximize opportunities and to minimize adversity. Effective risk management requires:

- A strategic focus and clear planning,

- Forward thinking and active approaches to management,

- Balance between the cost of managing risk and the anticipated benefits, and

- Contingency planning in the event of critical threats and realize Company''s mission.

The detail of the policy as approved by the Board of Directors is available on the Company’s website www.sardaplywood.in. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls commensurate with the nature of its business and the size and complexity of its operations. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the accounts for the year ended 31^st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2016 and of the profit/loss of the Company for the year on that date;

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

(iv) That the Directors have prepared the accounts for the year ended 31^st March, 2016 on a ‘going concern’ basis.

(v) That the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(vi) That the Directors incorporated proper systems to ensure compliance with the provisions of all applicable laws was in place and were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company has in place the SEBI guidelines pertaining to Corporate Governance.

The Corporate Governance Report giving the details as required under SEBI Regulations is given separately as “Annexure-6”.

The Corporate Governance Certificate for the year ended on 31^st March, 2016 issued by Mr. Ajay Agrawal of Messers G. P Agrawal & Co., Chartered Accountants, Statutory Auditor of the Company, is also attached herewith as “Annexure-7”.

Shri Sudeep Chitlangia, the Managing Director has given his certificate under SEBI Regulations regarding compliance with the Code of Conduct of the Company for the year ended 31^st March, 2016, which is attached herewith as “Annexure-8”. Certificate pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached herewith as “Annexure-9”.

AUDITORS STATUTORY AUDITORS

Messrs G. P. Agrawal & Co. (Firm Registration No.302082E), Chartered Accountants have been appointed as Statutory Auditors of the Company at the Annual General Meeting held on 25^th September, 2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting. There are no qualifications or observations or remarks made by the Auditors in their Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messers A. K. Labh & Co, Company Secretaries to undertake the secretarial audit of the Company. The Secretarial Auditor’s Report is attached herewith as “Annexure-10”. There are no qualifications or observations or remarks made by the Auditors in their Report.

INVESTOR EDUCATION & PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 is not applicable for the Company as there was no dividend declared and paid in the last financial year.

STOCK EXCHANGE LISTING

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. The Company has paid the listing fee to the Bombay Stock Exchange Limited for the year 2016-2017.

BUSINESS RESPONSIBILITY REPORTING

The provisions of SEBI regulations with respect to Business Responsibility Reporting are not applicable to the Company and therefore the company has not undertaken business Responsibility Reporting.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in “Annexure-11” attached herewith.

EXTRACT OF ANNUAL RETURN

The details as required under Section 92(3) of the Companies Act 2013, read with Rule - 12 of the companies (Management and Administration) Rules, 2014 is furnished in Form No. MGT-9 and enclosed herewith as “Annexure-12”.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material change and commitment affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of the Report.

Directors’ Report (Contd.)

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

The Company has in place a policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under. During the year under review, the Company had not received any complaint.

ISO CERTIFICATION

The Company’s factory at Rajkot, Gujarat have been certified ISO 14001:2004 for Environmental Management Systems Standards.

ACKNOWLEDGEMENT

Your Directors record their sincere appreciation for the support and co-operation received from the financial institutions, banks, dealers, suppliers, customers, shareholders, various government authorities and other business associates of the Company. Your Directors also place on record their appreciation for the dedication and commitment of all employees in achieving and sustaining excellence in all areas of the business.

For and on behalf of the Board

SUJIT CHAKRAVORTI

Director

(DIN: 00066344)

Registered Office 9, Parsee Church Street

Kolkata – 700001 SUDEEP CHITLANGIA

Managing Director

Dated 25^th May, 2016 (DIN: 00093908)

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 58th Annual Report together with the Audited Accounts for the year ended 31st March 2015.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars Year ended on Year ended on 31.03.2015 31.03.2014

Turnover 20352.01 18334.11

Profit before finance charges, Tax, Depreciation/ Amortization (PBITDA) 672.78 (208.03)

Less: Finance Charges 667.89 666.87

Profit before Depreciation/ Amortization (PBTDA) 4.89 (874.90)

Less: Depreciation 170.47 161.53

Net Profit before Taxation (PBT) (165.60) (1036.43)

Provision for taxation (116.26) (389.11)

Profit/ (Loss) after Taxation (PAT) (49.34) (647.32)

Provision for proposed dividend - -

Dividend tax - -

Transfer to General Reserve - -

STATE OF COMPANY'S AFFAIRS

During the year under review, the Company has achieved a gross turnover of Rs. 203.52 Crore as against Rs. 183.34 Crore in the preceding financial year, an increase of 11% and has incurred a net loss of Rs. 0.49 Crore as against a net loss of Rs. 6.47 Crore in the preceding year.

The Company has achieved the growth during the year in comparison to the preceding financial year but the result are less than expected due to less growth in Indian Economy in the last financial year. Sluggish economic development resultant to slow down of upcoming Housing Project has adversely impacted the performance of the Plywood Division. In spite of adverse operating conditions, the Company has been able to substantially reduce its losses due to effective cost control mechanism and low volatile foreign exchange during the year under consideration. Lower availability, frequent change in climatic condition and high cost of green leaf causes less growth of tea production. However the Tea Division of the Company has been able to achieve operating Profits due to higher realization during the year.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

No Change in the nature of the business of the Company done during the year.

DIVIDEND

In absence of profit, the Directors regret their inability to recommend any dividend for the year ended 31st March 2015.

RESERVES

Due to inadequacy of profit, no general reserve is created for the year ended 31st March 2015.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 4.52 Crores. During the year under review the Company has not issued any shares or any convertible instruments.

BORROWINGS

The total borrowing stood at Rs. 4602.69 Lacs as at 31st March, 2015 as against Rs. 5127.77 Lacs as on 31st March, 2014, i.e. decrease of Rs. 525.08 Lacs.

DEPOSITS

The Company has not accepted any deposits from public, and as such, there are no outstanding deposits in terms of Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company. However, the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily like providing scholarship to poor brilliant students, sponsoring sports program etc.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement with Stock Exchanges, the Management Discussion and Analysis Report is attached as "Annexure-1" and forms part of this Report of the Directors.

DIRECTORS

At the 57th Annual General Meeting of the Company held on 25th September, 2014 the Company had appointed the existing Independent Directors Shri Sujit Chakravorti (DIN: 00066344), Shri Ratan Lal Gaggar (DIN: 00322904), Shri Kali Kumar Chaudhuri (DIN: 00206157), Shri Probir Roy (DIN: 00033045) as Independent Directors under the Companies Act, 2013 for 5 consecutive years upto 31st March 2019.

The Companies Act, 2013 requires that a Woman Director should be member of the Board of Directors and in compliance with that at the Board Meeting held on 6th February, 2015, Smt. Sheela Chitlangia (DIN: 00174354) has been appointed as Additional Director of the Company under Section 149, 152 and 161 of the Companies Act, 2013 and Clause 49 of the Listing Agreement to hold office until conclusion of the forthcoming Annual General Meeting. The Company has received a Notice under Section 160 of the Companies Act 2013 from a Member of the Company signifying his intention to propose Smt. Sheela Chitlangia as a candidate for the office of Non Executive Director of the Company, who is liable to retire by rotation.

Sri Naresh Paschisia (DIN: 00233768), who was associated with the Company as Independent Director since 16th September 2005, has resigned from the Board of the company with effect from 26th September, 2014. Your Company places on record its appreciation for the valuable services rendered by him as Director.

In accordance with the provisions of Companies Act, 2013 Shri Sohan Lal Yadav (DIN: 00207333) Executive Director retires by rotation and being eligible offers himself for re-appointment.

DECLARATION GIVEN BY INDEPENDENT DIRECTOR UNDER SECTION 149(6)

All Independent Directors have given the declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of Listing Agreement.

BOARD MEETINGS

During the year under consideration, four Board Meetings were convened and held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

ANNUAL EVALUATION

Pursuant to the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Relationship Committee.

MANAGERIAL REMUNERATION

Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) and details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as "Annexure-2" and forms a part of this Report of the Directors.

KEY MANAGERIAL PERSONNEL

The following three personnel were formally appointed as Key Managerial Personnel of the Company effective from 1st April, 2014 in compliance with the provisions of Section 203 of the Companies Act, 2013:

a) Shri Sudeep Chitlangia

b) Shri Ravi Kumar Murarka

c) Ms. Jaya Sengupta

Ms. Jaya Sengupta, who was associated with the company as Chief Financial Officer (CFO) since April 2014, has resigned from the Company with effect from 7th March, 2015. Your Company places on record its appreciation for the valuable services rendered by her as CFO.

Remuneration and other details of the Key Managerial Personnel for the year ended 31st March, 2015 are mentioned in the Extract of Annual Return which is attached as "Annexure-9" and forms a part of this Report of the Directors.

AUDIT COMMITTEE

The Company has in place the Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchange. The Committee was constituted on 31st January 2002. The Members of the Committee are Shri Sujit Chakravorti as Chairman and Shri Ratan Lal Gaggar and Shri Probir Roy as Members, all are Independent Directors. The Company Secretary is the Secretary of this Committee. The Managing Director, Chief Financial Officer and the Statutory Auditors are permanent invitees to the meeting. The details of all related party transactions are placed periodically before the Audit Committee. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee.

The terms of reference along with details of the number and dates of meetings of this Committee which were held during the year ended 31st March, 2015, attendance of the Directors and sitting fees paid to them are given separately in the attached Corporate Governance Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The detail of the policy on Related Party Transactions as approved by the Board of Directors and Audit Committee is available on the Company's website www.sardaplywood.com.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted vigil mechanism policy. The detail of the policy is available on the Company's website www.sardaplywood.com.

PARTUCULARS OF LOANS, GUARANTEES OR INVESTMENTS

It is the Company's policy to not to give loans directly, or indirectly, to any person (other than to employees under contractual obligations) or to other body corporate or give any guarantee or provide any security in connection with a loan to any other body corporate or person. The Company also does not make any investment in securities of any other body corporate.

NOMINATION & REMUNERATION COMMITTEE

The Remuneration Committee was constituted on 30th October 2003. To comply with the requirements of the Companies Act, 2013 and the Listing Agreements with the Stock Exchanges, the name of the Committee was changed to Nomination & Remuneration Committee effective from 26th May 2014. The Members of the Committee are Dr. Kali Kumar Chaudhuri as Chairman and Shri Ratan Lal Gaggar and Shri Sujit Chakravorti as Member, all are Independent Directors. The Company Secretary is the Secretary of this Committee.

The terms of reference and details of the number and dates of meetings of this Committee which were held during the year ended 31st March, 2015, attendance of the Directors and sitting fees paid to them are given separately in the attached Corporate Governance Report.

REMUNERATION POLICY

The Company has formulated a policy on Director's selection and appointment, payment of remuneration, Directors qualifications, positive attributes, independence of Directors, selection and appraisal of performance of Key Managerial Personnel and Senior Management and their remuneration and other related matters as applicable under Section 178(3) of the Companies Act, 2013. The Company's Criteria for payment of remuneration to the Non Executive Directors and Familiarization Programme undertaken for Independent Directors are available on the Company's website www.sardaplywood.com and the Remuneration Policy is separately attached as "Annexure-3" and forms a part of this Report of the Directors.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Shareholders'/ Investors' Grievance Committee was constituted on 22nd December 1986. To comply with the requirements of the Companies Act, 2013 and the Listing Agreements with the Stock Exchanges, the name of the Committee was changed to Stakeholder Relationship Committee effective from 26th May 2014. The Members of the Committee are Dr. Kali Kumar Chaudhuri as Chairman and Shri Ratan Lal Gaggar and Shri Sudeep Chitlangia as Members, majority of the members are Independent Directors. The Company Secretary is the Secretary of this Committee.

The Committee has delegated the responsibility for share transfers and other routine share maintenance work to the Company Secretary/ Compliance Officer and to M/s Maheswari Datamatics Private Limited, the Registrars and Share Transfer Agents of the Company. Minutes of the Committee Meetings are circulated to all Directors and discussed at the meetings of the Board of Directors. The Committee also reports to the Board on matters relating to the shareholding patterns, shareholding of major shareholders, insider trading compliances, movement of share prices, redressal of complaints, Reports on SCORES of SEBI and all compliances under the Companies Act, 2013 and the Listing Agreements with the Stock Exchanges.

The terms of reference and details of the number and dates of meetings of this Committee which were held during the year ended 31st March, 2015, attendance of the Directors and sitting fees paid to them are given separately in the attached Corporate Governance Report.

RISK MANAGEMENT POLICY

Risk is inherent in all business activities. Every employee of the Company in one way or the other, and in varying degrees manages risk. It is well accepted that the adoption of a strategic and formal approach to risk management will improve decisionmaking, enhance outputs and fix accountability.

The Company has formulated a policy on risk management which aims is not to eliminate risk, rather to manage the risks involved in most business activities, to maximize opportunities and to minimize adversity. Effective risk management requires:

* A strategic focus and clear planning,

* Forward thinking and active approaches to management,

* Balance between the cost of managing risk and the anticipated benefits, and

* Contingency planning in the event of critical threats and realize Company mission.

The detail of the policy as approved by the Board of Directors is available on the Company's website www.sardaplywood.com.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the accounts for the year ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year on that date;

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

(iv) That the Directors have prepared the accounts for the year ended 31st March 2015 on a 'going concern' basis.

(v) That the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(vi) That the Directors incorporated proper systems to ensure compliance with the provisions of all applicable laws was in place and were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company has in place the SEBI guidelines pertaining to Corporate Governance. During the year under consideration the Company had a seven member of Board of Directors consisting of four Independent Directors, one non-executive Woman Director and one Whole-time Director and Managing Director.

The Independent Directors received sitting fees for attending the Board and Committee meetings of the Directors. The sitting fees paid to the Directors are within the limits prescribed under the Companies Act, 2013 and Rules thereon.

The Corporate Governance Report giving the details as required under Clause 49 of the Listing Agreement with the Stock Exchange as given separately as "Annexure-4" and forms part of this Report of the Directors.

The Corporate Governance Certificate for the year ended on 31st March, 2015 issued by Mr. Ajay Agrawal of Messers G. P. Agrawal & Co., Chartered Accountants, Statutory Auditor of the Company, is also attached as "Annexure-5" and forms a part of this Report of the Directors.

The Company has in place an Insider Trading Code for compliance with the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations 1992. Shri Ravi Kumar Murarka, Company Secretary is the Compliance Officer responsible for compliance with the Insider Trading procedures. Details of securities transactions by insiders are placed before the Board of Directors of the Company and also notified to the Stock Exchanges.

Shri Sudeep Chitlangia, Managing Director has given their certificate under Clause 49(IX) of the Listing Agreement with the Stock Exchange regarding the annual financial statements for the year ended on 31st March, 2015 to the Board of Directors. The Managing Director has given his certificate under Clause 49 (II)(E) of the Listing Agreement with the Stock Exchanges regarding compliance with the Code of Conduct of the Company for the year ended 31st March, 2015, which is attached as "Annexure-6" and forms a part of this Report of the Directors.

AUDITORS

STATUTORY AUDITORS

Messrs G. P. Agrawal & Co. (Firm Registration No.302082E), Chartered Accountants have been appointed as Statutory Auditors of the Company at the last Annual General Meeting held on 25th September, 2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting. There are no qualifications or observations or remarks made by the Auditors in their Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messers A. K. Labh & Co, Company Secretaries to undertake the secretarial audit of the Company. The Secretarial Auditor's Report is attached as "Annexure-7" and forms a part of this Report of the Directors. There are no qualifications or observations or remarks made by the Auditors in their Report.

INVESTOR EDUCATION & PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not applicable for the Company as there was no dividend declared and paid in the last financial year.

STOCK EXCHANGE LISTING

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. The Company confirms payment of listing fee to the Bombay Stock Exchange Limited for the year 2015-2016.

BUSINESS RESPONSIBILITY REPORTING

The provisions of Clause 55 of the Listing Agreement with the Stock Exchanges are not applicable to the Company and therefore the Company has not undertaken business Responsibility Reporting.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134(3)(m) of the Companies Act, 2013 read with Rule-8 of the Companies (Accounts) Rules, 2014 are set out in "Annexure-8" forming part of this Report of the Directors.

EXTRACT OF ANNUAL RETURN

The details as required under Section 92(3) of the Companies Act 2013, read with Rule - 12 of the companies (Management and Administration) Rules, 2014 is furnished in Form No. MGT-9 is enclosed herewith as "Annexure-9" and forms part of this Report of the Directors".

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred during the year ended 31st March, 2015.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

The Company has constituted Internal Complaint Committee on 26th May, 2014 in compliance with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition & Redressal) Act 2013. The Members of the Committee are Ms. Jaya Sengupta* as Presiding Officer and Smt. Deepika Das, Smt. Sharmistha Pal, Shri Ravi Kumar Murarka, Shri Ardhendu Chatterjee and Smt. Madhumita Paul as Members. During the year, the Committee had not received any complaint from any employee or worker of the Company regarding sexual harassment at the workplace.

*Ms. Jaya Sengupta has resigned with effect from 7th March, 2015

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

The Company is having two Associate Companies namely; M/s P. S. Plywood Products Private Limited and M/s Pro-Sports Management Limited at the end of the year 31st March, 2015.

ISO CERTIFICATION

The Company's factory at Rajkot, Gujarat have been certified ISO 14001:2004 for Environmental Management Systems Standards.

ANNEXURES FORMING A PART OF THIS OF THE DIRECTOR'S REPORT

The Annexure referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report of the Directors:

Annexure - 1 : Management Discussion & Analysis Report

Annexure - 2 : Particulars of Remuneration

Annexure - 3 : Remuneration Policy of the Company

Annexure - 4 : Corporate Governance Report

Annexure - 5 : Certificate from Statutory Auditors on Corporate Governance

Annexure - 6 : Managing Directors Certificate under Clause 49 (II)(E) of Listing Agreement on

compliance of Code of Conduct

Annexure - 7 : Secretarial Audit Report

Annexure - 8 : Prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange

Earnings and Outgo. Management Discussion & Analysis Report

Annexure - 9 : Extract of the Annual Return in Form No. MGT-9

ACKNOWLEDGEMENT

Your Directors record their sincere appreciation for the support and co-operation received from the Financial Institutions, Banks, Dealers, Suppliers, Customers, Shareholders, various Government authorities and other associated with the Company. Your Directors also place on record their appreciation of the dedication and commitment of all employees in achieving and sustaining excellence in all areas of the business.

For and on behalf of the Board [SUJIT CHAKRAVORTI] Director Registered Office (DIN: 00066344) 9, Parsee church Street Kolkata - 700001 [SUDEEP CHITLANGIA] Managing Director Dated: 27th May 2015 (DIN: 00093908)

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Mar 31, 2013

The Directors have pleasure in submitting their 56th Annual Report together with the Audited Accounts for the year ended 31st March 2013.

(Rs. in lacs)

FINANCIAL RESULTS Year ended Year ended 31.03.2013 31.03.2012

Gross Loss 114.16 753.53

Add: Depreciation and amortization expenses 157.14 154.75

Loss before Taxation 271.30 908.28

Add: Provision for deferred tax (84.44) (339.77)

Add: Taxation for earlier years 0.03 0.26

Net Loss 186.89 568.77

OPERATIONS

During the year under review, the Company has achieved a gross turnover of Rs.204.07 Crores as against Rs.180.76 , Crores in the preceding financial year, an increase of 12.90% and has incurred a net loss of Rs.1.87 Crores as against a net loss of Rs.5.69 Crores in the preceding year.

Overall slowdown in the Indian economy, more particularly, in the housing and infrastructure sector, continued during the year 2012-13 resulting into lower than expected growth in the demand for the Company''s products.

Higher inputs costs, high rate of interest, increased borrowing and volatile foreign exchange rates affected the .

profitability of the Plywood Division of the Company. In spite of adverse operating conditions, the Company has been able to substantially reduce its losses due to improved cost management. During the year under review, tea production was lower as compared to the previous year due to lower availability of green leaf. However, in spite of lower production, the performance of the Tea Division of the Company was satisfactory.

DIVIDEND

In view of losses incurred by the Company, the Directors regret their inability to recommend any dividend for the year ended 31st March 2013.

PREFERENTIAL ISSUE

During the year, the Company allotted 2,25,000 Equity Shares of Rs.10/- each at a premium of Rs.24.56/- per share as fully paid up to a promoter group company upon exercise of the option attached to the Convertible Warrants issued to them in the preceding financial year on preferential basis in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. The above said 2,25,000 Equity Shares rank pari-passu with the existing equity shares of the Company and are subject to lock-in-period of three years from the date of allotment.

DIRECTORS

Dr. Samares Kumar Chanda resigned from the Directorship / Chairmanship of the Company with effect from 1st October 2012. The Directors place on record their appreciation of the services rendered by him during his tenure as Director / Chairman of the Company.

Shri Naresh Pachisia and Shri Kali Kumar Chaudhuri retire by rotation, and being eligible, offer themselves for re-appointment.

EMPLOYEES ,

No employee of the Company is covered under Section 217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

A Management Discussion and Analysis Report and a Report on Corporate Governance along with the certificate of the Auditors, Messrs G.P. Agrawal & Co., confirming compliance of the conditions of corporate governance, as stipulated under Clause 49 of the Listing Agreement are annexed.

STOCK EXCHANGE LISTING

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. The Company confirms payment of listing fee to the Bombay Stock Exchange Limited for the year 2013-2014.

AUDITORS

Messrs G.P. Agrawal & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Messrs Grover Dinesh & Associates, Chartered Accountants, Branch Auditors for Delhi Branch of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

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 year ended 31s'' March 2013, the applicable accounting standards have been followed;

(ii) That the Directors have selected such accounting policies and applied them consistently and judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

(iv) That the Directors have prepared the accounts for the year ended 31st March 2013 on a ''going concern'' basis.

ACKNOWLEDGEMENT

Your Directors record their appreciation for the assistance and continued support extended to the Company by the Financial Institutions, Banks, Customers, Suppliers, various Government authorities and shareholders. Your Directors also place on record their appreciation of the contribution made by the employees at all levels.

For and on behalf of the Board

SUJIT CHAKRAVORTI

Registered Office: Director

9, Parsee Church Street,

Kolkata - 700001 SUDEEP CHITLANGIA

Dated. 29 May 2013 Managing Director

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Mar 31, 2012

The Directors have pleasure in submitting their 55th Annual Report together with the Audited Accounts for the year ended 31th March 2012.

( Rs. in lacs)

F1FINANCIAL RESULTS Year ended Year ended on 31.03.2012 on 31.03.2011

Gross Profit/(Loss) (753.53) 449.94

Less: Depreciation 154.75 167.38

Profit/(Loss) before Taxation (908.28) 282.56

Less: Provision for Current Tax - 56.20

Less: Provision for deferred tax (339.77) 7.63

Less: Taxation for earlier years 0.26 024

Add: MAT Credit Entitlement - 43.82

Net Profit/(Loss) (568.77) 262.31

OPERATIONS

During the year under review, the general economic conditions were adversely affected due to global slowdown, high inflation, high interest rates and extremely volatile fluctuation in the Foreign Exchange Rates. In spite of above, the Company has been able to increase the turnover of its Plywood Division. However, due to adverse Foreign Exchange Rate fluctuations, the cost of imported raw materials went up significantly and the Company also incurred foreign exchange rate fluctuation loss. Consequently, the performance of the Plywood Division of the Company was adversely affected resulting into operating loss. However, the Tea Division of the Company has shown improved performance.

During the year under review, the Company has achieved a gross turnover of Rs.180.76 Crores as against Rs. 158.53 Crores in the preceding financial year, an increase of 14.02% and has incurred a net loss of Rs. 5.69 Crores as against a net profit of Rs. 2.62 Crores in the preceding year.

DIVIDEND

In view of losses incurred by the Company, the Directors regret their inability to recommend any dividend for the year ended 31th March 2012.

PREFERENTIAL ISSUE

Pursuant to the special resolution passed by the members of the Company, the Company has allotted 4,35,000 Convertible Warrants carrying an option/entitlement to subscribe to and be allotted equivalent number of Equity Shares of Rs. 10/- each of the Company to a promoter group Company on preferential basis in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations. 2009. The Company allotted 2,10,000 Equity Shares of Rs. 10/- each at a premium of Rs. 24.56/- per share as fully paid up upon exercise of the option attached to the Convertible Warrants. The said 2,10.000 Equity Shares rank pari-passu with the existing equity shares of the Company and are subject to lock-in-period of three years from the date of allotment.

DIRECTORS

Shri Kirti Kumar Maheshwari. Director left for his heavenly abode on 6th August 2011. The Directors placed on record their appreciation of the services rendered by him during his tenure as a Director of the Company.

Shri Ratan Lal Gaggar and Shri Sujit Chakravorti retire by rotation, and being eligible, offer themselves for re-appointment.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in Annexure-I forming part of this Report.

EMPLOYEES

No employee of the Company is covered under Section 217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

A Management Discussion and Analysis Report and a Report on Corporate Governance along with the certificate of the Auditors. Messrs G.P. Agrawal & Co., confirming compliance of the conditions of corporate governance, as stipulated under Clause 49 of the Listing Agreement are annexed.

STOCK EXCHANGE LISTING

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. The Company confirms payment of listing fee to the Bombay Stock Exchange Limited for the year 2012-2013.

AUDITORS

Messrs G.P. Agrawal & Co.. Chartered Accountants. Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

Messrs Grover Dinesh & Associates, Chartered Accountants. Branch Auditors for Delhi Branch of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment

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 year ended 31th March 2012, the applicable accounting standards have been followed;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

(iv) That the Directors have prepared the accounts for the year ended 31st May 2012 on a 'going concern' basis.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the wholehearted and continued support extended to the Company by the Banks, Customers. Suppliers, various Government authorities and the shareholders. Your Directors also express their appreciation for the devotion and dedicated efforts of the employees at all levels.

For and on behalf of the Board

SAMARES KUMAR CHANDA Chairman

Registered Office: 9, Parsee Church Street, Kolkata-700001

Dated : 29th May, 2012

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Mar 31, 2010

The Directors have pleasure in submitting their 53rdAnnual Report together with the Audited Accounts for the year ended 31s March 2010.

(Rs. in lacs)

FINANCIAL RESULTS Year ended Year ended

on 31.03.2010 on 31.03.2009

Gross Profit/(Loss) 344.62 (193.01)

Less: Depreciation 115.75 124.24

Profit/(Loss) before Taxation 228.87 (317.25)

Less: Provision for Current Tax 40.60 -

Less: Provision for Fringe Benefit Tax - 17.90

Less: Provision for deferred tax 68.32 (106.90)

Add: MAT Credit Entitlement 33.20 -

Add: Excess Provision for Taxation for earlier years written back 1.33 4.80

Net Profit/(Loss) 154.48 (223.45)

Balance brought forward from previous year 473.40 696.85

Balance carried forward 627.88 473.40

OPERATIONS

During the year under review, the general economic scenario has improved as compared to the previous financial year. Your Company has been able to take advantage of the changed circumstances and thereby the performance of both the Divisions of the Company i.e. Plywood and Tea, has substantially improved as compared to the preceding financial year. During the year under review the Company has achieved a gross turnover of Rs.12267.47 Lacs as against Rs.10582.74 lacs in the preceding year, an increase of 15.92% and has earned a net profit of Rs. 154.48 lacs as against a net loss of Rs.223.45 lacs during the preceding year.

DIVIDEND

In view of increased requirement of funds for expanded business activities, your Directors have not recommended any dividend for the year ended 31st March 2010.

EXPANSION

The Company has commenced commercial production from 1st April 2010 at the newly set up plywood manufacturing unit at Jeypore, Assam.

DIRECTORS

Dr. Samares Kumar Chanda and Dr. Kali Kumar Chaudhuri retire by rotation, and being eligible, offer themselves for re-appointment.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The particulars required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in Annexure-I forming part of this Report.

EMPLOYEES

A statement showing particulars of the employees required under Section 217(2A) of the Companies Act, 1956 is given in the Annexure-II forming part of this Report.

CORPORATE GOVERNANCE

A Management Discussion and Analysis Report and a Report on Corporate Governance along with the certificate of the Auditors, Messrs G.P. Agrawal & Co., confirming compliance of the conditions of corporate governance, as stipulated under Clause 49 of the Listing Agreement are annexed.

STOCK EXCHANGE LISTING

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. The Company confirms payment of listing fee to the Bombay Stock Exchange Limited for the year 2010-2011.

AUDITORS

Messrs G.P. Agrawal & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Messrs Graver Dinesh & Associates, Chartered Accountants, Branch Auditors for Delhi Branch of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

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 year ended 31s March 2010, the applicable accounting standards have been followed;

(if) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period under review;

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

(iv) That the Directors have prepared the accounts for the year ended 31s1 March 2010 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the valuable support and co-operation extended by the Financial Institutions, Banks, Business Associates, Shareholders and various Government/Semi-Government authorities. Your Directors also place on record their appreciation of the contribution made by the employees at all levels.

For and on behalf of the Board

Registered Office:

9, Parsee Church Street,

Kolkata - 700001 SAMARES KUMAR CHANDA

Dated : 27th May, 2010 Chairman