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Directors Report of Shree Ajit Pulp & Paper Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Twentieth Annual Report and the Audited Financial Statement for the year ended on 31st March 2015, together with the Auditors' Report thereon.

Financial Results:

(Rs. In Lacs)

Current Previous Particulars year Ended Year Ended 31-03-2015 31-03-2014

Gross Sales/Income from operations 20679.96 20748.83 (Including Excise Duty and Sales Tax)

Other Income 8.39 5.52

Total Expenditure (18740.99) (18200.60)

Interest (448.28) (311.56)

Gross Profit after interest but before depreciation and taxation 1499.08 2242.19

Depreciation (510.86) (453.01)

Provision for Taxation (61.81) (319.08)

Deferred Tax Provision (214.29) (252.44)

Net Profit 712.12 1217.66

Balance brought forward from previous year 6366.51 5180.19

Less:Additional Depreciation(netoftaxes) pursuantto enactment of Schedule II of the Companies Act, 2013 21.25 0

Amount Available for Appropriation 7057.38 6397.85

Appropriations:

Proposed Dividend (Including Tax) 32.24 31.34

Balance carried to Balance Sheet 7025.14 6366.51

Dividend:

Your Directors have pleasure in recommending a modest dividend of 5%, i.e Rs. 0.50 per Equity Share on 5356700 Equity Shares of Rs. 10/- each for the year2014-2015.

Management Discussion and Analysis:

Attached report on Management Discussion and Analysis, which is forming part of this report, adequately deals with the operations as also current and future outlook of the Company.

Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a separate report titled Corporate Governance is attached to this Annual Report.

Finance:

The Company has successfully negotiated during the month of March, 2015 a term loan of Rs. 10.20 crores with Company's banker for part financing of modernization and up-gradation of plant and machinery of the existing plant and various factory civil construction work and Rs. 2.25 crores for part financing machinery and equipments of co-generation plant due to cost escalation. The documents have since been executed and drawing of amount commenced inApril, 2015.

The repayment of due loan installments and interest payment is being regularly done.

Subsidiary Company, Joint Venture and Consolidated Financial Statements:

The Company's subsidiary Shree Samrudhi Industrial Papers Pvt Ltd. has not yet commenced any business.

The Board of Directors of Shree Samarpan Pulp and Paper Pvt Ltd, a joint venture company vide their Board Resolution dated 26th July, 2014, have decided to dissolve the said joint venture entity. Consequently, the Company has written off its investment of Rs. 1.00 lac in the said Company.

As required by section 129 (3) of the Companies Act, 2013 and the listing agreements with Stock Exchanges, the Consolidated Financial Statements for the year ended on 31 st March, 2015 have been prepared in accordance with the relevant accounting standards as prescribed under section 133 of the Companies Act, 2013 and the Auditors report there on are attached.

As required by first proviso of section 129 (3) of the Companies Act, 2013 and Rule 5 of the Companies (Accounts) Rules 2014, the statement containing the salient features of the financial statements of the Company's subsidiary (Shree Samrudhi Industrial Papers Pvt Ltd.) and joint venture (Shree Samrat Pulp and Paper Pvt Ltd), in form AOC1 is also attached.

Shareholders interested in obtaining a copy of the audited annual financial statements of the subsidiary company may write to the Company.

Directors:

Mr. Dhansukhlal G Shah (DIN: 00377970) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. GhanshyamkumarG. Dobariya (PAN: AQHPD5222E) was appointed as Company Secretary with effect from 2nd June, 2014.

Mr. Piyush R. Shah ceased as Marketing Director of the Company with effect from 22nd January, 2015 due to death. The Board places on record its appreciation of the valuable services rendered by him during his long tenure as Marketing Director of the Company.

Mr. Darshak B. Shah (DIN:00098897) was appointed as Independent Director of the Company at the 19th Annual General Meeting held on 29th September, 2014 to hold office for 5 years till 31 st March, 2019.

Your Directors have appointed Mrs. Bela Gautam Shah (DIN: 01044910) as Additional Director and Woman Director as required by second proviso of section 149 (1) (b) of the Companies Act, 2013 with effect from 7th February, 2015. Mrs. Bela G. Shah was also appointed as Executive Director with effect from the said date for the period of 5 (five) years. The necessary resolution for approval of her appointment and payment of remuneration to her is being placed at the ensuing Annual General Meeting for your consideration.

Your Directors have reappointed Mr. Gautam D. Shah (DIN: 00397319) as Managing Director for a further period of 5 (five) years with effect from 1st July, 2015 and necessary resolution for approval of re-appointment and payment of remuneration to him is being placed before the Annual General Meeting for your consideration.

Extract of the Annual Return:

An extract of the Annual Return in Form MGT-9 for the year ended on 31st March, 2015 pursuant to sub-section (3) of Section 92 of the Companies Act, 2013 is annexed with this report.

Directors' Responsibility Statement:

In accordance with section 134(5) of the Companies Act, 2013 your Board of Directors confirms that:

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

(b) 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 profit and loss of the Company for that period;

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

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Statementon declaration given by Independent Directors u/s. 149(6):

Every Independent Director has given declaration that he meets the criteria of independence as provided in section 149 (6) of the Companies Act, 2013 and Schedule IV of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Company's policy on directors' appointment and remuneration including criteria for determining qualification:

The Nomination and Remuneration Committee identifies potential candidates for appointments of Directors/ Independent Directors/ Key Managerial Personnel based on expertise and experience. The Committee also ensures that the remuneration is sufficient to attract, retain and motivate best managerial talents.

Particulars of Contract or arrangement regarding related party u/s. 188:

During the Financial Year 2014-15 the Company has not entered into any contract or arrangement with related party under section 188 of the Companies Act, 2013. The policy on materiality of related party transaction is placed on website of the Company.

Material Changes and Commitment affecting Financial Position of the Company:

There are no material changes and commitments affecting the financial position of the Company which has occurred between end of the financial year of the Company and the date of directors' report.

Conservation of energy, technology absorption and foreign exchange earning and outgoes:

The relevant data is given as an annexure to this report.

CSR Committee and Implementation of CSR Projects:

Pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules 2014 and Schedule VII, a Corporate Social Responsibility (CSR) Committee of the Board has been constituted comprising of the Managing Director and two independent Directors. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The Annual Report for the year 2014-15 on CSR activities is annexed with this report. The detailed CSR policy is placed on the website of the Company.

Establishment of Vigil Mechanism:

The Company has established a vigil mechanism for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct and ethics of the Company. It provides for adequate safeguard against the victimization of employees who avail the mechanism and are allowed direct access to the Chairman of the Audit Committee and Ethics Councilor of the Company. The whistle blower policy is placed on the website of the Company.

Formal annual evaluation of the Board of Directors:

Evaluation of Non-Independent Director:

The body of independent directors of the Company reviews the roles, responsibilities and performance of the non independent directors. The body of independent directors evaluate that all the non independent directors have played their roles well and spent sufficient time in the Company to perform their duties.

Evaluation of Independent Directors:

The Board follows the criteria of independent directors contained in the Companies Act, 2013 and Schedule IV and clause 49 of Listing Agreement to ensure that all Independent Directors are independent and are persons of integrity and possess relevant expertise and experience and have no relationship of any kind with the Company, its Group or its Management.

Particulars of Remuneration:

The information required under Section 197 of the Companies Act, 2013 and Rules made there under, in respect of employees of the Company is as follows:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Director's Name Ratio to median remuneration

Mr. Gautam D. Shah 42.54

Mr. Piyush R. Shah 1.96

Mrs. Bela G. Shah 6.18

Mr. Dhansukhlal G. Shah 0.28

Mr. Laxminarayan J. Garg 0.49

Mr. MiteshM. Mehta 0.24

Mr. DarshakB. Shah 0.28

(ii) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year:

Director's/CFO/CEO/CS/Manager name % increase in the remuneration

Mr. Gautam D. Shah (44%)

Mr. Piyush R. Shah * 153%

Mrs. BelaG. Shah** N.A.

Mr. Dhansukhlal G. Shah ** N.A.

Mr. Laxminarayan J. Garg ** N.A

Mr. MiteshM. Mehta** N.A.

Mr. DarshakB. Shah** N.A.

Mr. G. G. Dobariya, Company Secretary ** N.A.

Percentage in bracket represents negative percentage

Note: * part of the year only and ** payment commenced during the current year, hence it is not comparable with previous year.

(iii) The Percentage increase in the median remuneration of employees in the financial year: 16.69%

(iv) The number of permanent employees on the rolls of the company: 273

(v) The explanation on the relationship between average increase in remuneration and the company performance :

On an average employee received an increase of 6.04%. The increase in remuneration is in line with the market trends, industry benchmark and many other factors. In order to ensure that remuneration reflects Company performance, the performance pay is linked to organization performances.

(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company :

Particulars (Rs. in lacs)

Remuneration of Key Managerial Personnel during financial year 2014-15 (aggregated) 67.91

Revenue from operations 20679.96

Remuneration (as % of revenue) 0.33%

Profit before tax (PBT) 988.22

Remuneration (as % of PBT) 6.87%

(vii) Variation in the market capitalization and price earnings ratio as at the closing date of current financial year and previous financial year of the Company:

Particulars As at 31st As at 31st March, 2015 March, 2014

Closing rate of per share at BSE (Rs.) 80.00 45.00

Earnings pershare (Rs.) 13.29 22.73

Market Capitalization (Rs. in lacs) 4285.36 2410.52

Price earnings ratio 6 2

Particulars Variation

Closing rate of per share at BSE (Rs.) 77.78%

Earnings pershare (Rs.) (41.53%)

Market Capitalization (Rs. in lacs) 77.78%

Price earnings ratio 200%

Percentage in bracket represents negative percentage

(viii) Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration :

The average increase in salaries of employees other than managerial personnel in 2014-15 was 13.53%. Percentage decrease in the managerial remuneration for the year was 27.29%. KMP salary increase is decided based on the Company's performance.

(ix) Comparison of remuneration of each key managerial personnel against the performance of the Company:

(Rs. in lacs

Particulars CMD&CFO Executive Marketing CS Director Director

Remuneration 52.59 7.64 2.43 5.25

Revenue 20679.96 20679.96 20679.9 20679.96

Remuneration (as % of revenue) 0.25% 0.04% 0.01% 0.03%

Profit before tax (PBT) 988.22 988.22 988.22 988.22

Remuneration (as % of PBT) 5.32% 0.77% 0.25% 0.53%

(x) The key parameter for any variable component of remuneration availed by the directors; Only CMD and Executive Director are given variable component which is decided based on Company's performance.

(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: NIL

(xii) Affirmation that the remuneration isasper the remuneration policy of the Company: YES

Risk Management:

The Company is addressing various risks impacting the paper industry. Some of the risks to which the Company is exposed are as under.

Financial Risks:

The Company's policy is to actively manage its foreign exchange risks.

Commodity price risks:

The Company proactively manages risks of price fluctuation of raw materials through forward booking and inventory management. The Company's reputation for quality product mitigates the impact of price risk on finished goods.

Regulatory risks:

The Company is exposed to risks attached to various statutes and regulations. The Company is mitigating these risks through regular review of legal compliance carried out from time to time.

Human resources risks:

Retaining the existing talents and attracting new talents are major risks. These risks are mitigated by regular interaction with concerned employees and providing congenial working conditions.

Disclosure under Sexual Harassment of Women at work place (Prevention. Prohibition and Redressal) Act. 2013 :

There was no complaint received from any woman employee during the financial year 2014-15 and hence no complaint is outstanding as on 31 st March, 2015 for redressal.

Public Deposit:

The company has not accepted any deposit from the public within the meaning of chapter V of the Companies Act 2013, and rules there under. Auditors:

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not require further explanation.

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai (Firm Registration Number-117366W/W-100018), the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment for the year 2015-2016. You are requested to appoint them as Auditors of the Company for the year 2015-2016 and to fix their remuneration.

Secretarial Audit Report:

Pursuant to Section 204 of Companies Act 2013, your Company had appointed Mr. V. C. Khambhata, Practising Company Secretary (CP No. 6177) as Secretarial Auditor to conduct the secretarial audit of the Company for the Financial Year 2014-15. The report of Secretarial Auditor is annexed with this report.

Acknowledgment:

The Board wishes to express its appreciation to the Bankers, Shareholders, Customers, Suppliers and Employees of the Company for their support during the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Gautam D. Shah Bela G. Shah Place : Vapi Chairman and Managing Director Executive Director Date : 28th May 2015


Mar 31, 2014

Dear Members,

Your Directors have pleasure in presenting thair Nineteenth Annual Report and the Audited Statement of Accounts, for Ithe your ended on 31 st March 2013, together with the Auditors' Report thereon.



Rs in Lacs

Current Provisions Year Ended Your Ended 31.3.2014 31.03.2015

Gross Sales/ Income from operations 20746.75 10052.81 (Including Excise Duty and Sales Tax)

Other income 5.52 38.75

Total Expenditure (18198,02) (10333. 78)

Interest (311.08) (300.47)

Gross Profit after interest but before depreciation and taxation 2242.19 2392.11

Depreciation (453.01) (390.77)

Provision for Taxation (319.08) (404.39)

Deferred Tax Provision (252.44) (120.37)

Net Profit 1217,65 1400.68

Balance brought forward from previous year 5180.19 3802.1)6

Amount Available for Appropriation 6397.05 5211.53

Appropriations;

Proposed Dividend (including Tax) 31.34 31.34

Balance carried to Balance Sheet 6366,51 5180.19

Dividend;

Your Directors have pleasure in recommending a modest dividend of 5%, i.e. 11 0.50 per Equity Shore on 5350700 Equity Shares of 2 10/- ouch for the year 2013-2014.

Management Discussion and Analyses:

Attached report on Management Discussion and Analysis, which is forming pad of this report, adequately deals With the operations as also current and future outlook of the Company.

Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with fhe Stock Exchanges, a separata re poll titled Corporate Governance is attached to this Annual Report.

A certificate from ihe practicing Company Secretary Concerning Company's compliance of Corporate Governance is annexed lo this report. The certificate states, "we certify that the Company has complied with the conditions of Corporate Governance) as stipulated in clause 49 of (he above mentioned Listing Agreement except the condition relating to appointment of independent Directors to the extent of 50% of the hoard". The Board consists of five Directors. There are two independent Directors, two executive Directors and one Director is relative of the Managing Director. The Board is seized of the matter and is actively considering ways lo fully comply with fhe requirement and take appropriate decision soon.

Finance:

The Company has continued drawing the amounts out of term loans sanctioned previously for setting up Co-Gonoration plant and modem Ration plant of the Company. The repayment of due loan installments and interest payment is being regularly done.

Deposits:

The Company has not accepted deposits under Section 58A of the Companies Act, 1956 during the year under report.

Statutory information:

i Information 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: -

Conseivation of energy, technology absorption and foreign exchange earning and outgo;

The relevant data in respect of energy consumption etc. are given in the prescribed format as an ann&xure to ibis report.

ii statement pursuant to section 217 (2A) of the Companies Act, 11)86 rot«(/ with (ho Cotnptmtoit (PutUvular of Employees) Rules 1975 for the year tihthd 31th( March, 2014.

Name, Age and Designation Gross Exportence Qualification Remuneration

Gujarat D. Shah, 49 years, BE Civil Managing Director 9403485/- 28 yours

Name, Age and Date of Provisions Profit Qualification Joining employment

Gujarat D. Shah, 49 years, BE Civil 1-7-05 -- 01-4-14 to 31-3-14

* Remunderation includes Salary, Commission, provision tor Leave oncoshmunt and gratuity,

iii Information under section 217 (2AA) of the Companies Act, 1986 - Directors' Responsibility Statement The Directors confirm Hint:

a. in tha preparation of the Annual accounts, the nppflcnbta Accounting ShttuUirds have hooti followed along with proper oxpfunntion relating to mate riel doporiuros,

b. The Directors have sohetod such accounting policies and applied that a consistontly and mode judgnionh; and onllmalos flail pro reasonable! amt prudent so as to givo a live and fair view ol the state of nit alts of tlo Company as at 31st March 2014 and ot the ptuiil of the Company for the your ended on that dale,

c, The Directors have taken proper and sufficient cere for the nmIntennnca of adequate nocounllng records fn accordance with the provisions of the Companies Art, 1958 for safeguarding Urn assets of the Company and for preventing end detecting inn id and eihiu irregularities,

d. Tho Directors have prepared the Annual Accounts on a Going Concern basis.

Subsidiary companance and consolidate financial statement:

The Company's subsidiary Shree Sanmidhi Industrial Papers Pvt Ltd. has not yet commenced any business. As required by section 212 (1) of the Companies Act, 7956 o copy of the balance shoot as at 31st March 2014 together with statement pursuant to section 212 oi (ho Companies Ad, 1956 are attached.

As required by the listing agreements with Stock Exchanges, the Consolidated Financial Statements have been prepared in accordance with the relevant accounting standards an prescribed under section 211 (3C) of the Companies Act, 1956. Tim consolidated financial .sh-itomnnin of the Company for the year ended on 31" March, 2014 nod the Auditors report there on are attached.

Directors:

Mr. Dhcinsukhtat G Shah and Mr. Piyush R. Shah retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Mr. Dhansukh H. Shah resigned as an independent Director of iiw Company with effect from 15'", October, 2013. The Board places on record its appreciation of the valuable services rendered by him during bis tenure as Independent Director of the Company.

The Board appointed Mr. Laxminamyan J. Garg as an Independent Director of the Company with effort from 1H"1, October; 2013 to fill the casual vacancy caused by resignation of Mr. Dhansukh /-/. Shah and tho necessary resolution for approval of his appointment under section 160 of the Companies Art 2013 for a period up to 3T1 March, 2019 is being placed at tho ensuing Annual General Mooting hr your consideration.

Mr. Mitesh M. Mehta is an Independent Director of the Company since 01/03/2003 and the necessary resolution for approval at bis appointment tinder section 160 of The Companies Act 2013 fora period up to 31" March, 2019 is being placed at the ensuing Annual General Mooting for your consideration.

Your Directors have reappointed Shri Piyush R. Shah as Director Marketing fora period of five years with effect from T( April, 2014 and necessary resolution for approval of re-appointment and payment of remuneration to him is being placed before the Annual General Mooting for your consideration.

Auditors:

The notes op financial statements referred to in the Auditors Report are self-explanatory and do not require further explanation.

M/s. Detoitte Haskins & Sells LLP, Chartered Accountants, Mumbai (Firm Registration Number-117366W/W-100018), the Auditors of the Company retire at ihe ensuing Annual General Meeting and being eligible; have offered themselves for reappointment for the year 2014-2015 You are requested to appoint them as Auditors of the Company, for the year 2014-2015 and to fix their remuneration.

Cost Auditors;

The Central Government had directed an audit of the Cost Accounts maintained by ihe Company. The Board has appointed M/s Kirit Mehta & Associates, Cost Accountants for conducting the Cost Audit of the Company for the financial year ending 31st March 2015 at a remuneration set out in notice convening the ensuing Annua! General Meeting. You are requested to approve the remuneration payable to them.

Acknowledgement:

The Board wishes to express its appreciation to the Bankers, Shareholders, Customers, Suppliers and Employees of the Company for their support during the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Vapir 2B,lJ May 2014 Gauiam D. Shah Dhansukhlal G. Shah Managing Director Director


Mar 31, 2013

TO THE MEMBERS:

The Directors have pleasure in presenting their Eighteenth Annual Report and the Audited Statement of Accounts, for the year ended on 31st March 2013, together with the Auditors'' Report thereon.

Financial Results Rs. In Lacs

Current Previous Year Ended Year Ended 31-03-2013 31-03-2012

Gross Sales/ Income from operations

(Including Excise Duty and Sales Tax) 19052.61 16317.45

Other Income 29.00 21.10

Total Expenditure (16353.50) (14513.15)

Interest (340.68) (371.27)

Gross Profit after interest but before depreciation and taxation 2387.43 1454.13

Depreciation (390.77) (341.21)

Provision for Taxation (464.45) (205.08)

Deferred Tax Provision (128.37) (142.12)

Extra Ordinary and Exceptional Items 4.74 3.05

Net Profit 1408.58 768.77

Balance brought forward from previous year 3790.02 3036.81

Amount Available for Appropriation 5198.60 3805.58

Appropriations:

Proposed Dividend (Including Tax) 31.34 15.56

Balance carried to Balance Sheet 5167.26 3790.02



Dividend:

Your Directors have pleasure in recommending a modest dividend of 5%, i.e. Re. 0.50 per Equity Share on 5356700 Equity Shares off 10/- each for the year 2012-2013.

Management Discussion and Analysis:

Attached report on Management Discussion and Analysis, which is forming part of this report, adequately deals with the operations as also current and future outlook of the Company.

Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a separate report titled Corporate Governance is attached to this Annual

Report.

A certificate from the Auditors of the Company Concerning Company''s compliance of Corporate Governance is annexed to this report. The certificate states, "we certify that the Company has complied with the conditions of Corporate Governance as stipulated in clause 49 of the above mentioned Listing Agreement except the condition relating to appointment of independent Directors to the extent of 50% of the board".

The Board consists of five Directors. There are two independent Directors, two executive Directors and one Director is relative of the Managing

Director. The Board is in the process of appointing one independent director to fill the vacancy and hope to complete the appointment shortly.

Finance:

The Company has tied up a term loan of Rs. 8.60 Cr with Company''s Bankers under consortium arrangement for part financing Machinery and Equipment in the existing plant, and started drawing against the same during the year. The Company has continued drawing the amount out of term loan of Rs. 8.25 Cr. sanctioned previously for setting up Co-Generation plant of the Company. The repayment of due loan installments and interest payment is being regularly done.

Deposits:

The Company has not accepted deposits under Section 58A of the Companies Act, 1956 during the year under report.

Statutory Information:

i Information 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: -

Conservation of energy, technology absorption and foreign exchange earning and outgo: ^ The relevant data in respect of energy consumption etc. are given in the prescribed format as an annexure to this report.

- Remuneration includes Salary, Commission, Provision for Leave encashment and gratuity.

Hi Information under section 217 (2AA) of the Companies Act, 1956 - Directors'' Responsibility Statement

The Directors confirm that:

a. In the preparation of the Annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures,

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

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

d. The Directors have prepared the Annual Accounts on a Going Concern basis.

Subsidiary Company and Consolidated Financial Statements:-

The Company''s subsidiary Shree Samrudhi Industrial Papers Pvt ltd. has not yet commenced the business. As required by section 212 (1) of the Companies Act, 1956 a copy of the balance sheet as at 31s'' March 2013 together with statement pursuant to section 212 of the Companies Act, 1956 are attached.

As required by the listing agreements with stock exchanges, the consolidated financial statements of the Company for the year ended on 31s'' March, 2013 and the Auditors report there on are attached. The Directors have taken note of Auditor''s remarks on consolidated financial statement with regards to consolidation of Company''s interest in Joint Ventures and will take appropriate action while preparing consolidated financial statement for the year 2013-14 and onwards.

Directors:

Mr. Dhansukh H Shah and Mr. Mitesh M. Mehta retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Auditors:

The notes referred to in the Auditors Report are self-explanatory and do not require further explanation.

M/s. H. P. Shah Associates, Chartered Accountants, Vapi, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible; have offered themselves for reappointment for the year 2013-2014. You are requested to appoint them as Auditors of the Company for the year 2013-2014 and to fix their remuneration.

Cost Auditors:

The Central Government had directed an audit of the Cost Accounts maintained by the Company. M/s Kirit Mehta & Associates, Cost Accountants have been appointed for conducting the Cost Audit of the Company for the financial year ended 31s'' March 2013. The Necessary application has been filed with the Central Government for approval of the same.

Acknowledgement:

The Board wishes to express its appreciation to the Bankers, Shareholders, Customers, Suppliers and Employees of the Company for their support during the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Vapi, 25th May 2013 Gautam D. Shah Dhansukhlal G Shah

Managing Director Director


Mar 31, 2011

TO THE MEMBERS:

The Directors have pleasure in presenting their Sixteenth Annual Report and the Audited Statement of Accounts, for the year ended on 31st March 2011, together with the Auditors' Report thereon.

Financial Results

Rs. In Lacs

Current Previous

Year Ended Year Ended

31-03-2011 31-03-2010

Gross Sales/ Income from operations (Including Excise Duty and Sales Tax) 14189.30 9594.31

Other Income 14.21 16.92

Total Expenditure (12208.20) (7929.56)

Interest (398.70) (323.67)

Gross Profit after interest but before depreciation and taxation 1596.61 1358.00

Depreciation (300.26) (223.66)

Provision for Taxation (224.98) (146.20)

Deferred Tax Provision (194.21) (214.44)

Prior year adjustment 0 (1.30)

Net Profit 877.16 772.40

Balance brought forward from previous year 2175.59 1419.17

Amount Available for Appropriation 3052.75 2191.57

Appropriations: -

Proposed Dividend (Including Tax) 15.93 15.98

Balance carried to Balance Sheet 3036.81 2175.59

Dividend:

Your Directors have pleasure in recommending a modest dividend of 2.5%, i.e. Re. 0.25 per Equity Share on 5465767 Equity Shares of Rs. 10/- each for the year 2010-2011. Management Discussion and Analysis:

Attached report on Management Discussion and Analysis, which is forming part of this report, adequately deals with the operations as also current and future outlook of the Company. Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a separate report titled Corporate Governance is attached to this Annual

Report.

A certificate from the Auditors of the Company Concerning Company's compliance of Corporate Governance is annexed to this report. The certificate state "we certify that the Company has complied with the conditions of Corporate Governance as stipulated in clause 49 of the above mentioned Listing Agreement except the condition relating to appointment of independent Directors to the extent of 50% of the board".

The Board consists of six Directors. There are two independent Director, three executive Directors and one Director from the promoter group. One independent director resign on 20-07-2010. The Board is in the process of appointing an independent director to fill the vacancy and hope to complete the appointment shortly.

Finance:

The Company has tied up a term loan of Rs. 3.75 Cr with a nationalized bank to part finance plant and machinery and misc. civil works in the existing plant of the Company. The work on the same is in progress and the disbursement of the loan has started. The repayment of due loan installments has been regularly done.

Deposits:

The Company has not accepted deposits under Section 58A of the Companies Act, 1956 during the year under report.

Statutory Information:

i Information 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: -

Conservation of energy, technology absorption and foreign exchange earning and outgo: The relevant data in respect of energy consumption etc. are given in the prescribed format as an annexure to this report.

Statement pursuant to section 217 (2A)of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 for the year ended 31st March, 2011.

Name, Age and Designation Gross Experiance Date of Previous Period Qualifica -tion Remuner -ation Joining Employment

Gautam D. Shah, Managing Director 413462 22 1-7-2005 - 1-4-10 to 30-6-10 47 years, BE Civil

5134864 1-7-10 to 31-03-11

Total 5548326

- Remuneration includes Salary, Commission, Leave encashment and gratuity.

Hi Information under section 217 (2AA) of the Companies Act, 1956 - Directors' Responsibility Statement

The Directors confirm that:

a. In the preparation of the Annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures,

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

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

d. The Directors have prepared the Annual Accounts on a Going Concern basis.

Subsidiary Company and Consolidated Financial Statements:-

During the year the Company has set up a Subsidiary, viz. M/s Shree Samrudhi Industrial Papers Pvt. Ltd. Vapi, This Company's financial year ended on 31st March 2011. This Company has not yet commenced business. As required by section 212 (1) of the Companies Act, 1956 a copy of the balance sheet as at 31st March 2011 together with statement pursuant to section 212 of the Companies Act, 1956 are attached. Directors:

Shri Nilesh N. Shah resigned as a Director of the Company with effect from 20-07-2010. The Board places on record its appreciation of the valuable services rendered by him during his tenure as Independent Director of the Company.

Shri Dhansukh H Shah and Shri Mitesh M. Mehta retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Auditors:

The notes referred to in the Auditors Report are self-explanatory and do not require further explanation.

M/s. H. P. Shah Associates, Chartered Accountants, Vapi, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible; have offered themselves for reappointment for the year 2011-2012. You are requested to appoint them as Auditors of the Company for the year 2011-2012 and to fix their remuneration.

The Company has received Certificate required under the Proviso to Sub-Section (1) of Section 224 of the Companies Act, 1956 from M/s. H.P.

Shah Associates certifying that their re-appointment, if made, will be within the limit prescribed under Sub-Section (1-B) of the said Section. Cost Auditors:

The Central Government had directed an audit of the Cost Accounts maintained by the Company. M/s Kirit Mehta & Associates, Cost Accountants have been appointed for conducting the Cost Audit of the Company for the financial year ended 31st March 2011. The Necessary application has been filed with the Central Government for approval of the same.

Acknowledgement:

The Board wishes to express its appreciation to the Bankers, Shareholders, Customers, Suppliers and Employees of the Company for their support during the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-

Gautam D. Shah Gyanprakash H. Gupta

Managing Director Director

Vapi, 28th May 2011


Mar 31, 2010

The Directors have pleasure in presenting their Fifteenth Annual Report and the Audited Statement of Accounts, for the year ended on 31- March 2010 together with the Auditors Report thereon.

Financial Results

Rs In Lacs

Current Previous Year Ended Year Ended 31-03-2010 31-03-2009 Gross Sales/ Income from operations

(Including Excise Duty and Sales Tax) 9594.31 6627.35

Other Income 16.92 22.39

Total Expenditure (7929.56) (6085.46)

Interest (323.67) (100.20)

Gross Profit after interest but before depreciation and taxation 1358.00 464.08

Depreciation (223.66) (112.82)

Provision for Taxation (146.20) (1.74)

Deferred Tax Provision (214.44) (145.24)

Prior year adjustment (1.30) (1.26)

Net Profit 772.40 203.02

Balance brought forward from previous year 1419.17 1232.11

Amount Available for Appropriation 2191.57 1435.13

Appropriations:

Proposed Dividend (Including Tax) 15.98 15.97

Balance carried to Balance Sheet 2175.59 1419.17

Dividend:

Your Directors have pleasure in recommending a modest dividend of 2.5%, i e Re 0 25 per Equity Share on 5462487 Equity Shares of Rs 10/- each for the year 2009-2010. Management Discussion and Analysis:

Attached report on Management Discussion and Analysis, which is forming part of this report, adequately deals with the operations as also current and future outlook of the Company Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a separate report titled Corporate Governance is attached to this Annual Report.

A certificate from the Auditors of the Company Concerning Companys compliance of Corporate Governance is annexed to this report Finance:

The Company has drawn from a nationalized bank term loan of Rs. 13.24 crores during the year for on going projects, i. e. setting up of new plant adjacent to existing plant and setting up new Wind Mill at Mallya Rajkot. The repayment of due loan installments have been regularly done Deposits

The Company has not accepted deposits under Section 58A of the Companies Act, 1956 during the year under report. Statutory Information:

i Information 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: -

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

The relevant data in respect of energy consumption etc. are given in the prescribed format as an annexure to this report. ii Information under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended upto date is NIL. ii Information under section 217 (2AA) of the Companies Act, 1956 - Directors Responsibility Statement The Directors confirm that:

a. In the preparation of the Annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures,

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010 and of the profit of the Company for the year ended on that date,

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

v d. The Directors have prepared the Annual Accounts on a Going Concern basis.

Directors:

Shn Parmeshwar M. Kanyadi resigned and ceased to be Director and Director Technical with effect from 1st January. 2010. The Board places on record its appreciation of the valuable services rendered by Shri Kanyadi to the Company during his tenor with the Company as Director Technical right from inception of the Company.

Your Directors have appointed Shri Gyanpraksh H. Gupta as Director to fill the casual vacancy caused by the resignation of Shn R M Kanyadi U/S 262 of the Act. and as Director Technical for a period of five years with effect from 1st January 2010 The necessary resolutions for approval of appointment and payment of remuneration to him are being placed before the Annual General Meeting for your consideration The present term of appointment of Shri Gautam D. Shah as Managing Director of the Company expires on 30" June. 2010. Your Directors have. at their meeting held on 28" May 2010, reappointed him as Managing Director of the Company for a further period of 5 years with effect from V July. 2010 and the necessary resolutions for the approval of the appointment and payment of remuneration to him are being placed before the annual general meeting for your consideration.

Shri Dhansukhlal G Shah and Shri Piyush R. Shah retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Auditors:

The notes referred to in the Auditors Report are self-explanatory and do not require further explanation.

M/s. H. P. Shah Associates Chartered Accountants, Vapi, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment for the year 2010-2011 You are requested to appoint them as Auditors of the Company for the year 2010-2011 and to fix their remuneration.

The Company has received Certificate required under the Proviso to Sub-Section (1) of Section 224 of the Companies Act, 1956 from M/s. H P Shah Associates certifying that their re-appointment, if made, will be within the limit prescribed under Sub-Section (1-B) of the said Section Cost Auditors:

The Central Government had directed an audit of the Cost Accounts maintained by the Company. M/s Kirit Mehta & Associates, Cost Accountants have been appointed for conducting the Cost Audit of the Company for the financial year ended 31st March 2010. The Necessary application has been filed with the Central Government for approval of the same.

Acknowledgement:

The Board wishes to express its appreciation to the Bankers, Shareholders, Customers; Suppliers and Employees of the Company for their support during the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-

Vapi, 28,th May 2010 Gautam D. Shah G. P. Gupta

Managing Director Director


Mar 31, 2003

The Directors have pleasure in presenting their EIGHTH Annual Report and the Audited Statement of the Accounts, for year ended on 31st March 2003, together with the Auditors Report thereon. Financial Results: Rs. In Lacs Current Previous Year Ended Year Ended 31-03-2003 31-03-2002 Net Sales/ Income from operations (including Excise Duty and Sales Tax) 3910.56 3032.26

Other Income 11.34 3.93

Total Expenditure (3648.04) (2811.17)

Interest (53.67) (51.05) Gross Profit after interest but before depreciation and taxation 220.19 173.97

Depreciation (51.39) (58.84)

Provision for Taxation (32.25) (9.43) Deferred Tax Provision (26.32) (22.94)

Earlier Years Adjustments (0.76) 0.76 Net Profit 109.47 83.52

Dividend:

In view of the need to conserve resources for meeting increased Working Capital requirements, the Directors have thought it prudent to skip dividend for the year 2002-2003.

Management Discussion and Analysis:

A report on Management Discussion and Analysis which is forming part of this report, adequately deals with the operations as also current and future outlook of the Company.

Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a separate report titled Corporate Governance is attached to this Annual Report.

Finance:

On account of substantial increase in turnover, the need for Working Capital has also increased. The same has been met by ploughing back of profits and increase in utilization of sanctioned Bank Finance. Enhancement of Demand Cash Credit Limit has been successfully negotiated and tied up with the Companys Bankers during the current year.

Deposits:

The Company has not accepted deposits under Section 58A of the Companies Act. 1956 during the year under report.

Statutory Information:

[i] Information 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: -

Conservation of Energy, Technology absorption and Foreign exchange earning and outgo: There are no investment proposals under consideration at present for reduction of energy consumption. The relevant data in respect of energy consumption etc. are given in the prescribed format as an Annexure to this Report.

[ii] Information under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended upto date is NIL.

[iii] Information under section 217 (2AA) of the Companies Act, 1956 -

Directors Responsibility Statement The Directors confirm that:

a. In the preparation of the Annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures,

b. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period,

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

d. The Directors have prepared the Annual Accounts on a Going Concern basis.

Directors:

Shri Gautam D. Shah retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Smt. Dipikaben R. Shah retires by rotation at the said Annual General Meeting and is not seeking re-appointment

Shri Prasad Gajanan Gangavkar, Shri Nilesh Navinchandra Shah, Shri Dhansukh Hiralal Shah and Shri Mitesh Manoharial Mehta were appointed by the Board on 1st March, 2003 as Additional Directors to comply with the requirements of Corporate Governance in terms of clause 49 of the Listing Agreement. They hold office up to the ensuing Annual General Meeting and are eligible for re-appointment.

Auditors:

The notes referred to in the Auditors Report are self-explanatory and do not require further explanation.

M/s. H. P. Shah Associates, Chartered Accountants, Vapi, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible; have offered themselves for reappointment for the year 2003-2004. You are requested to appoint them as Auditors of the Company for the year 2003-2004 and to fix their remuneration.

The Company has received Certificate required under the Proviso to Sub-Section (1) of Section 224 of the Companies Act, 1956 from M/s.

H.PShah Associates certifying that their re-appointment, if made, will be within the limit prescribed under Sub-Section (1-B) of the said Section.

Cost Auditors:

The Central Government had directed an audit of the Cost Accounts maintained by the Company. The Central Government has approved the appointment of M/s. Kirit Mehta & Associates, Cost Accountants, for conducting the cost audit of the Company for the Financial Year ended 31st March 2003.

Acknowledgement:

The Board wishes to express its appreciation to the Bankers, Shareholders Customers, Suppliers and Employees of the Company for their support during the year

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Sd/- Sd/- Dhansukhlal G. Shah Dimple D. Shah Managing Director Jt. Managing Director VAPI, 20th JUNE 2003

 
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