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Directors Report of Shreyans Industries Ltd.

Mar 31, 2019

Dear Members,

The Directors are pleased to present the 39th Annual Report on the business and operations of the Company along with Audited Financial Statements for the year ended 31st March 2019.

Financial Performance (Rs. in lakhs)

PARTICULARS	2018-19	2017-18
Revenue from operations [net of excise duty]*	57,390.91	46,357.47*
Other Income	598.23	459.18
Total	57,989.14	46,816.65
Profit before Interest & Financial Charges, Depreciation, Exceptional Items and Tax	8,624.02	6,041.19
Less: Interest & Financial Expenses	636.99	559.90
Less: depreciation	938.64	878.46
Profit before Tax	7,048.39	4,602.83
Less: Provision for taxation	2,353.36	1,484.57
Profit after taxation	4,695.03	3,118.26
Add: Other comprehensive income arising from remeasurement of Defined Benefit Plan (net of tax)	(29.28)	66.71
Total Comprehensive Income	4,665.75	3,184.97

Previous yearâs figures have been regrouped for comparison purposes with current yearâs presentation wherever necessary.

CORPORATE REVIEW

Paper industry maintained a healthy trend during the year under review and products of the Company could get better realization in the market. However, prices of inputs, especially wood pulp, chemicals, power and fuel showed significant uptrend during the year. Total revenue of the Company increased to RS.579.89 crores against RS.468.17 crores of last year, showing about 24% increase. Profit before interest & financial charges and depreciation was significantly higher by 43% at RS.86.24 crores against RS.60.41 crores of last year. Net profit after tax was also higher by 51% at RS.46.95 crores against RS.31.18 crores of last year. It is expected that paper industry will continue to do well in the current financial year also because of healthy demand growth in various segments of paper industry included writing and printing paper.

Increase in cheap imports of paper from ASEAN countries continues to be a threat for domestic paper industry. The cost of raw material and manufacturing cost is much higher in India which adversely impacts competitiveness of the domestic paper industry especially writing and printing paper segment. PERFORMANCE REVIEW

Our focus for the last few years has been on enhancement of our product quality and at the same time reduction in costs and increase in efficiencies. These initiatives were pursued with even vigour during the year under review with significant positive results. The performance of both units of the Company is as follows:

SHREYANSPAPERS

Total production of paper in this unit was 49,858 MTs, which was almost at the same level of 49,169 MTs of last year. Capital expenditure for an additional Boiler along with normal capital expenditure was incurred in the unit to maintain its operations. Wire section of paper machine was also renovated during the year. In the current year further capital expenditure is planned to strengthen the bleach plant to further improve the quality of end product and optimize other operating parameters. Total capital expenditure planned is in the range of RS.25 crores to 30 crores. This will help the unit to further improve its operations in terms of quality and better environmental performance.

SHREE RISHABH PAPERS

Total paper production in this unit was 39,704 MTs which was significantly higher as compared to last yearâs production of 31,881 MTs. The impact of modernization undertaken in the past year constituting of installation of new Head Box, continuous digester, approach flow system, and additional dryers is reflected in the operations of the unit.

In the current year further capital expenditure to install improvised Bleach Stage Washers, additional Fluidized Bed Reactor soda recovery plant, Turbo calenders and Steam condensate system at paper machine are planned to strengthen the operations of the unit. Total capital expenditure planned is in the range of RS.27 crores to 32 crores.

FINANCIAL REVIEW EQUITY SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2019 was RS.13.82 crores. During the year under review, the Company has neither issued any shares nor granted stock options and nor sweat equity.

FINANCE

An amount of RS.11.61 crores, out of existing term loan of RS.25.01 crores were repaid during the year. Overall financial cost relating to borrowings has declined during the year despite increase in operations of the Company. However, an amount of RS.1.68 crores has been paid to PSPCL as interest on arrears of voltage surcharge, which is being contested by the Company. EXTERNAL CREDIT RATING

During the year under review, CARE Ratings Limited has upgraded the external credit rating for the Long term and Short term Bank facilities of the Company from BBB to A-. The facility wise upgraded rating is as under:

Facilities	Amount (Rs./Cr)	Upgraded Rating
Long Term Bank Facilities	35.97	CARE A-; Stable [A minus: Outlook: Stable]
Short Term Bank Facilities	40.00	CARE A2 [A two Plus]

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

OTHER EQUITY

The Company does not propose to carry any amount to any reserves.

DIVIDEND

Your Directors proposed a dividend of RS.5 per share [i.e. 50% including a one-time Special Dividend of 30%] for the financial year ended 31st March 2019 [previous year 18%]. The dividend, if approved by the shareholders, will be paid to all the equity shareholders whose names appear in the Register of Members as on 8th July 2019. The proposed dividend would result in cash outflow of RS.833.31 lakhs including corporate dividend tax.

DEPOSITS (Rs. in Crores)

PARTICULARS	From Members	From Directors
(a) accepted during the year;	3.21	---
(b) remained unpaid or unclaimed as at the end of the year;	---	---
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- (i) at the beginning of the year; (ii) maximum during the year; (iii) at the end of the year;	---	---
(d) The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.	---	---

At the end of the year, fixed deposits from the public and directors were outstanding to the tune of RS.5.56 crores and FNil respectively. There were no overdue deposits as on 31st March 2019. The Company has accepted deposits from the members and public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

FUTURE PLANS/PROSPECTS

Continuous technical and operational upgradation of the production facilities is a hallmark of the Companyâs policy and keeping the same trend a major capex is planned in Shree Rishabh Papers unit of the Company during the year as stated above. Besides this, normal capital expenditure is being done continuously to make operations of the Company more competitive.

NUMBER OF MEETINGS HELD

The details of Board and Committee Meetings held during financial year 2018-19, are given in the Corporate Governance Report.

DIRECTORS/ KEY MANAGERIAL PERSONNEL

Mr. Rajneesh Oswal, Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting under Article 86(1) of Article of Association of the Company and being eligible, offer himself for re-appointment.

Mr. M.L. Gupta (DIN 00272672), Independent Director, on account of health issues had resigned w.e.f 13th May 2019 which was taken note by the Nomination and Remuneration Committee and Board in their meeting held on 13th May 2019.

All other Independent Directors submitted their declarations that, they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015). Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Dr. Pratibha Goyal, Mr. A.K. Chakraborty and Dr. N.J. Rao, being eligible for re-appointment as an Independent Director and offering themselves for re-appointment, the Board has proposed for re-appointment of Independent Directors for second term as detailed in Notice of 39th Annual General Meeting.

Based on the recommendations of the Nomination and Remuneration Committee of directors, the Board in its meeting held on 13th May, 2019, has considered and recommended the appointment of Dr. Prem Kumar as an Additional Director (NonExecutive Independent) on the Board of the Company. Further, the Board is seeking approval of the shareholders of the Company to appoint Dr. Prem Kumar as Director (Non-Executive Independent) for a term of 5 (five) years effective from 13th May 2019 to 12th May 2024.

There were no changes in Key Managerial Personnel during the year under review.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and the performance of the individual directors as well as the evaluation of the working of its committees. The manner in which the evaluation was carried out has been explained in the Corporate Governance.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their Remuneration. The said policy has been uploaded on the website of the Company. The key provisions of Nomination and Remuneration policy are appended as an Annexure I to the Boardâs report.

AUDIT COMMITTEE

The Company has duly constituted Audit Committee, the scope of which is quite comprehensive and is in conformity with the provisions of the Companies Act, 2013 and Listing Regulations. The composition of the Audit Committee is given in Corporate Governance Report.

All the recommendations of the Audit Committee were accepted by the Board.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted the Whistle Blower Policy/Vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companyâs Code of Conduct and Ethics. Such mechanism/policy is also uploaded on the website of the Company.

STATUTORY AUDITORS

At 37th Annual General Meeting held on 7th September 2017 M/s. K.C. Khanna & Company, were appointed as Statutory Auditors of the Company to hold office from 37th Annual General Meeting till the conclusion of the 42nd Annual General Meeting.

The Auditorsâ Report on the accounts of the Company for the year under review requires no comments. Further, there were no frauds reported by the Statutory Auditors of the Company during the period under review neither under Section 143(12) of the Act nor which are reportable to the Central Government.

COST AUDIT

Maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, is applicable on the Company and accordingly, such accounts and records related to cost audit, are made and maintained by the Company.

M/s. Rajan Sabharwal & Associates were appointed as Cost Auditors of your Company for auditing the cost accounts records for Financial Year 2018-19 under provisions of Section 148(1) of the Companies Act, 2013. They are likely to submit Cost Audit Report within the prescribed time limit.

Furthermore, the Board has re-appointed M/s Rajan Sabharwal and Associates, (Firm Registration No. 101961) as Cost Auditors of the Company for Financial Year 2019-20.

SECRETARIAL AUDIT

M/s P. S. Bathla & Associates, Practising Company Secretaries, at Ludhiana, were appointed to conduct the secretarial audit of the Company for Financial Year 2018-19, as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for Financial Year 2018-19 is appended as an Annexure II to the Boardâs Report.

The Secretarial Auditorsâ Report for the year under review requires no comments.

The Board has re-appointed M/s P. S. Bathla & Associates, Practising Company Secretaries, Ludhiana as Secretarial Auditor of the Company for Financial Year 2019-20.

RELATED PARTY TRANSACTIONS

All Related Party transactions entered during the financial year were on armâs length basis and in the ordinary course of business. There were no materially significant related party transactions with the Companyâs Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval.

There was no material contract or arrangement or transactions with Related Party during the year. Thus, disclosure in form AOC-2 is not required.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the rules there under and Listing Regulations.

This Policy as considered and approved by the Board has been uploaded on the website of the Company at http://www.shreyansgroup.com/upload/c1449201532SIL_Rel ated_Party_T ransaction_Policy_07_11_2015.pdf

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as an Annexure III and forms an integral part of this report.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as of March 31, 2019 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration)Rules, 2014 and forming part of the report is placed on the website of the Company as per provisions of Section 134(3)(a) and is available at http://shreyansgroup.com/ upload/a1559544481SIL_EXTRACT_OF_ANNUAL_RETURN _31_03_2019_MGT9.pdf

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has been addressing various risks through well defined risk management policy/procedures, which in the opinion of the Board may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has laid down adequate internal financial controls with reference to financial statements. During the year such controls were tested and no material weakness in their operating effectiveness was observed.

ASSOCIATES AND SUBSIDIARIES

The Company has no Associates & Subsidiaries as on 31sâ March, 2019.

CORPORATE GOVERNANCE

As per the provisions of Listing Regulations, a separate Report on Corporate Governance practices followed by the Company together with a Certificate from the Practising Company Secretary, confirming compliance forms part of this report.

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 of Companies (Accounts) Rules, 2014 the particulars relating to conservation of energy, technology, absorption and foreign exchange earnings and outgo is appended as an Annexure IV to the Boardâs Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your Company, in collaboration with a local NGO in Ahmedgarh, has set up an Eye Hospital. Besides contributing in setting up of this hospital, financial assistance is extended on monthly basis. Eye care is provided to needy persons on subsidized rates/free of cost.

Your Company is also involved with various educational in st itution s for p roviding scholarship/financial assistance to deserving students on recommendations of the managements of such institutions. Your Company actively participates with number of NGOs for holding medical check-up camps, sports events and other social activities.

Your Company provides firefighting services, as and when need arises, in nearby areas through its own fire tender and firefighting staff.

Annual Report on Corporate Social Responsibility [CSR] activities is appended as an Annexure V.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations.

DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your directors confirm 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 this Act 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; and

(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.

(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.

GENERAL DISCLOSURES

Your directors state that, no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. No unclaimed/unpaid Dividend to be transferred to Investor Education and Protection Fund.

3. The Company has already complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints/cases reported with internal complaints committee formed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your directors place on record their sincere appreciation for the contributions made by the employees through their dedication, hard work and commitment in achieving your Companyâs performance. In an increasingly competitive environment collective dedication of employees is delivering superior and sustainable shareholder value.

The Board has pleasure in recording its appreciation of the assistance, co-operation and support extended to the Company by the Government Authorities, Commercial Banks, Financial Institutions and Depositors.

The Board also places on record its sincere appreciation towards the Companyâs valued customers, vendors, shareholders and investors for their continued support to the Company.

For and on Behalf of the Board

Sd/-

Rajneesh Oswal

Chairman & Managing Director

Place : Ludhiana (DIN : 00002668)

Date : May 13, 2019

Mar 31, 2018

Dear Members,

The Directors are pleased to present the 38^th Annual Report on the business and operations of the Company along with audited statements of accounts for the year ended 31^st March 2018.

Financial Performance (Rs. in lakhs)

PARTICULARS	2017-18	2016-17
Revenue from operations	46,357.47	42,003.42
[net of excise duty]
Other Income	459.18	482.41
	46,816.65	42,485.83
Profit before Interest & Financial	6,041.19	6,173.53
Charges, Depreciation, Exceptional
Items and Tax
Less: Interest & Financial Expenses	559.90	591.02
Less: depreciation	878.46	794.70
Profit before Exceptional	4,602.83	4,787.81
Items and Tax
Less: Exceptional items	---	911.83
Profit before tax	4,602.83	3,875.98
Less: Provision for taxation	1,484.57	1,364.49
Profit after taxation	3,118.26	2,511.49
Add: Other comprehensive income	66.71	(87.02)
arising from remeasurement of
Defined Benefit Plan (net of tax)
Total Comprehensive Income	3,184.97	2,424.47

Previous year''s figures have been regrouped for comparison purposes with current year''s presentation wherever necessary.

CORPORATE REVIEW

Paper industry maintained a healthy trend during the year under review and products of the Company could get better realization in the market. However, prices of inputs, especially chemicals, power and fuel showed significant uptrend during the year which offset the impact of higher sale prices. Total revenue of the Company increased to Rs.468.17 crores against Rs.424.85 crores of last year, showing about 10% increase. However, profit before interest & financial charges and depreciation was marginally lower at Rs.60.41 crores against F61.74 crores of last year. Net profit after tax was higher at Rs.31.18 crores against Rs.25.11 crores of last year. It is expected that paper industry will continue to do well in the current financial year also, because of healthy demand growth in various segments of paper industry included writing and printing paper.

PERFORMANCE REVIEW

Our focus for the last few years has been on enhancement of our product quality and at the same time reduction in costs and increase in efficiencies. These initiatives were pursued with even greater vigour during the year under review with significant positive results. The performance of both units of the Company is as follows:

SHREYANSPAPERS

Total production of paper in this unit was 49,169 MTs, which was almost at the same level of 48,601 MTs of last year. Normal capital expenditure was incurred in the unit to maintain its operations. In the current year further capital expenditure is planned to add an additional boiler and also strengthen the bleach plant to further improve the quality of end product and optimize other operating parameters. Wire section of paper machine is proposed to be renovated. Total capital expenditure planned is in the range of Rs.25 crores. This will help the unit to further stabilize its operations.

SHREE RISHABH PAPERS

Total paper production in this unit was 31,881 MTs which was comparable to last year''s production of 31,708 MTs. However, during this year the unit was shut for two weeks for upgradation of pulp mill and paper machine which included installation of a new head box, approach flow system, additional dryers, a new continuous digester in the pulp mill and an additional boiler. The total impact of this modernization will be reflected in the current year''s operations.

FINANCIAL REVIEW

EQUITY SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March 2018 was Rs.13.82 crores. During the year under review, the Company has neither issued any shares nor granted stock options and nor sweat equity.

FINANCE

An amount of Rs.9.60 crores, out of term loan of Rs.13 crores sanctioned by IDBI Bank Limited and Rs.1.21 crores from others towards vehicle finance, was availed during the year and also during the year an amount of Rs.6.68 crores, out of existing term loans, was repaid during the year. Overall financial cost remained at the same level of last year despite increase in operations of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

OTHER EQUITY

The Company does not propose to carry any amount to any reserves.

DIVIDEND

Your Directors propose a dividend of Rs.1.80 per share [i.e.18%] for the financial year ended 31^st March 2018 [previous year 15%]. The dividend, if approved by the shareholders, will be paid to all the equity shareholders whose names appear in the Register of Members as on 3^rd August, 2018. The proposed dividend would result in cash outflow of Rs.299.99 lakhs including corporate dividend tax.

DEPOSITS (Rs. in Crores)

PARTICULARS	From Members	From Directors
(a) accepted during the year;	3.30	---
(b) remained unpaid or unclaimed as
at the end of the year;
(c) whether there has been any default
in repayment of deposits or payment of
interest thereon during the year and if
so, number of such cases and the total
amount involved-
(i) at the beginning of the year;	---	---
(ii) maximum during the year;	---	---
(iii) at the end of the year;	---	---
(d) The details of deposits which are not
in compliance with the requirements of	---	---
Chapter V of the Companies Act, 2013.

At the end of the year, fixed deposits from the members and Directors were outstanding to the tune of Rs. 5.28 crores and Rs. Nil crore respectively. There were no overdue deposits as on 31^st March 2018. The Company has accepted deposits from the members and public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies [Acceptance of Deposits] Rules, 2014.

FUTURE PLANS/PROSPECTS

Continuous technical and operational upgradation of the production facilities is a hallmark of the Company''s policy and keeping the same trend a major capex is planned in Shreyans Paper unit of the Company during the year as stated above. Besides this, normal capital expenditure is being done continuously to make operations of the Company more competitive.

NUMBER OF MEETINGS HELD

The details of Board and Committee Meetings are given in the Corporate Governance Report.

DIRECTORS/ KEY MANAGERIAL PERSONNEL

Mr. Anil Kumar,Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting under article 86 (1) of Article of Association of the Company and being eligible, offers himself for reappointment.

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015).

The change in Key Managerial Personnel during the year under review is as under:

Sr.

No.

Name

Designation

Particulars of Change

Videshwar

Sharma

KMP-

Company Secretary

Resignation w.e.f 15^th July 2017

Ruchita Vij

KMP-

Company Secretary

Appointment w.e.f 29^th August 2017

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and the performance of the individual Directors as well as the evaluation of the working of its committees. The manner in which the evaluation was carried out has been explained in the Corporate Governance.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their Remuneration. The said policy has been uploaded on the website of the Company. The Key provisions of Nomination and Remuneration policy are appended as an Annexure I to the Board''s report.

AUDIT COMMITTEE

All the recommendations of the Audit Committee were accepted by the Board.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted the Whistle Blower Policy/Vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Conduct and Ethics. Such mechanism/policy is also uploaded on the website of the Company.

STATUTORY AUDITORS

At 37^th Annual General Meeting held on 7^th September 2017 M/s. K.C. Khanna & Company, were appointed as statutory auditors of the Company to hold office from 37^th Annual General Meeting till the conclusion of the 42^nd Annual General Meeting.

The Auditors'' Report on the accounts of the Company for the year under review requires no comments.

COST AUDIT

M/s. Rajan Sabharwal & Associates were appointed as Cost Auditors of your Company for auditing the cost accounts records for Financial Year 2017-18 under provisions of Section 148 of the Companies Act, 2013. They are likely to submit Cost Audit Report within the prescribed time limit.

Furthermore, the Board has re-appointed M/s.Rajan Sabharwal and Associates as Cost Auditors of the Company for Financial Year 2018-19.

SECRETARIAL AUDIT

M/s P. S. Bathla & Associates, Practising Company Secretaries, at Ludhiana, were appointed to conduct the secretarial audit of the Company for Financial Year 2017-18, as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for Financial Year 2017-18 is appended as an Annexure II to the Board''s Report.

The Secretarial Auditors'' report for the year under review requires no comments.

The Board has re-appointed M/s P. S. Bathla & Associates, Practising Company Secretaries, Ludhiana as Secretarial Auditor of the Company for Financial Year 2018-19.

RELATED PARTY TRANSACTIONS

All Related Party transactions entered during the financial year were on arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval.

Since, there were no contracts/ arrangements/ transactions which were not at arm''s length basis or material with Related Party during the year; disclosure in form AOC-2 is not applicable.

PARTICULARS OF EMPLOYEES

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as an Annexure IV to the Board''s report.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has been addressing various risks through well defined risk management policy/procedures, which in the opinion of the Board may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS

INDIAN ACCOUNTING STANDARDS

Your Company has adopted Indian Accounting Standards (Ind AS) with date of transition as April 1^st, 2016. Financial statements for the year ended March 31^st, 2018 have been prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by Companies (Indian Accounting Standards) Rules, 2018 read with Section 133 and other applicable provisions of the Companies Act, 2013. Previous periods figures have been re-stated to confirm Ind AS, for comparative information.

Note No. 53 to the financial statements provides further explanation on the transition to Ind AS.

GOODS AND SERVICE TAX (GST)

Goods and Service Tax (GST) came into effect from July 1^st, 2017 through the implementation of One Hundred and First Amendment of the Constitution of India. The tax replaced existing multiple cascading taxes levied by the Central and State Governments.

Your Company has successfully implemented and migrated to GST followed by the changes across various departments/ operation of the Company

ASSOCIATES AND SUBSIDIARIES

The Company has no Associates & Subsidiaries as on 31^st March, 2018.

CORPORATE GOVERNANCE

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your Company is also involved with various educational institutions for providing scholarship/financial assistance to deserving students on recommendations of the managements of such institutions. Your Company actively participates with number of NGOs for holding medical check-up camps, sports events and other social activities.

Your Company provides fire fighting services, as and when need arises, in nearby areas through its own fire tender and firefighting staff.

Annual Report on Corporate Social Responsibility [CSR] activities is appended as an Annexure VI.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable Indian 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;

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

(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.

(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.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the contributions made by the employees through their dedication, hard work and commitment in achieving your Company''s performance. In an increasingly competitive environment collective dedication of employees is delivering superior and sustainable shareholder value.

The Board also places on record its sincere appreciation towards the Company''s valued customers, vendors, shareholders and investors for their continued support to the Company.

For and on Behalf of the Board

Sd/-

Rajneesh Oswal

Chairman & Managing Director

Place : Ludhiana (DIN : 00002668)

Date : May 25, 2018

Mar 31, 2016

Dear Members,

The Directors are pleased to present the 36^th Annual Report on the business and operations of the Company along with audited statements of accounts for the year ended 31^st March 2016.

Financial Results (Rs. In lac)

PARTICULARS	2015-16	2014-15
Total Revenues	39097.65	37349.01
Profit before interest & depreciation	2430.35	2790.31
Less: Financial Expenses	595.56	698.59
Gross Profit	1834.79	2091.72
Less: depreciation	732.93	720.66
Net profit before tax	1101.86	1371.06
Provision for taxation	236.92	159.55
Deferred taxes	[-] 12.74	231.91
Taxes for earlier year	10.56	[-] 0.03
Net profit after tax	867.12	979.63

CORPORATE REVIEW

Prices of Paper during the year under review continued to rule easy showing some signs of revival towards the end of year. However, prices of inputs also remained soft resulting in stable margins. There was a breakdown in Steam Turbine at Shree Rishabh Papers, which partially affected the operations during first half of year. However, by taking quick remedial measure, the position was corrected and normal operations were restored. Total revenues of the Company at Rs.390.97 crores were higher by about 5% as compared to Rs.373.49 crores of last year. PBIDT of the Company stood at Rs.24.30 crores as against Rs.27.90 crores of last year due to lower other income of Rs.1.49 crores against Rs.5.99 crores of last year. Net profit after tax at Rs.8.67 crores was marginally lower as compared to F9.80 crores of last year. Certain up gradations done during the year have already started showing results and your Management expects that performance of the Company should remain satisfactory in the coming year.

PERFORMANCE REVIEW SHREYANSPAPERS

Total paper production in this unit was marginally higher at 45872 MTs as compared to 43307 MTs of last year. During the year under review, as mentioned in the last yearâs Directorsâ Report, major up-gradations in Pulp Mill were undertaken, which have improved the operational parameters. Some modernizations on Paper Machine were also undertaken, which included calendaring machine which has further resulted in improvement in overall quality of paper. Up-gradations of Oxygen Delignification [ODL] Plant are slightly delayed, due to delay in deliveries on part of suppliers and are expected to be completed in first half of the current year. Total revenues of this unit were Rs. 243.34 crores as against Rs. 228.43 crores of last year.

SHREE RISHABH PAPERS

As stated above, there was some effect on the operations of this unit due to breakdown in Steam Turbine; but still by taking fast corrective actions and improvement in other parameters, the unit could stabilize the operations very fast and could maintain production levels at 28649 MTs as compared to 28555 MTs of last year and total revenues were also maintained at Rs.147.63 crores against Rs.145.06 crores of earlier year. Overall performance in this unit was satisfactory.

FINANCIAL REVIEW SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 was F13.82 crores. During the year under review, the Company has neither issued any shares not granted stock options and no sweat equity.

FINANCE

Fresh long term debt of Rs.18.18 crores was raised during the year. Also during the year Rs. 4.18 crores out of existing loans were repaid. Overall financial cost remained under control by judicious use of resources.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RESERVES

Company proposes to transfer Rs. 20.00 crores to general reserve out of surplus available.

DIVIDEND

Your Directors recommend a dividend of F1.20 per share [i.e. 12%] for the financial year ended 31^st March 2016 (previous year 12%). The dividend, if approved by the shareholders, will be paid to all the equity shareholders whose names appear in the Register of Members as on 3^th August, 2016. The proposed dividend will cost the Company Rs. 2.00 crores, inclusive of all taxes.

DEPOSITS

(Rs. in Crore)

PARTICULARS	From Members	From Directors
(a) accepted during the year;	2.76	0.28
(b) remained unpaid or unclaimed as at the end of the year;	---	---
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- (i) at the beginning of the year; (ii) maximum during the year; (iii) at the end of the year;	---	---
(d) The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.	---	---

At the end of the year, fixed deposits from the members and Directors were outstanding to the tune of Rs. 3.53 crores and Rs. 0.55 crore respectively. There were no overdue deposits as on 31st March 2016. The company has accepted deposits from the members falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies [Acceptance of Deposits] Rules, 2014.

FUTURE PLANS/PROSPECTS

Your Company believes that continuous up-gradation of technology is a pre-requisite for sustaining the performance of the Company. Besides completing on-going project, Company proposes to revamp Shree Rishabh Papers by upgrading Paper Machine and other supporting equipments. Details are under preparation and are likely to be finalized very shortly. Other normal capital expenditure will continue to be incurred wherever necessary to keep the operations healthy.

NUMBER OF MEETINGS HELD

The details of Board and Committee Meetings are given in the Corporate Governance Report.

DIRECTORS

Sh. Kunal Oswal, Wholetime Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting under article 86 (1) of Article of Association of the Company and being eligible, offer himself for reappointment.

Dr. Shalini Gupta ceased to be Director due to her resignation and in her place the Board has appointed Dr. Pratibha Goyal as an Additional Director (Independent) w.e.f. 24th May, 2016.

BOARD EVALUATION

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their Remuneration. The said policy has been uploaded on the website of the Company. The Key provisions of Nomination and Remuneration policy are appended as an Annexure I to the Board''s report.

AUDIT COMMITTEE

The company has duly constituted Audit Committee, the scope of which is quite comprehensive and is in conformity with the provisions of the Companies Act, 2013 and Listing Regulations. The composition of the Audit Committee is given in Corporate Governance Report.

All the recommendations of the Audit Committee were accepted by the Board.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted the Whistle Blower Policy/Vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Conduct and Ethics. Such mechanism/policy is also uploaded on the website of the Company.

STATUTORY AUDITORS

At the Annual General Meeting held on 13^th August, 2014 M/s S. C. Vasudeva & Company, New Delhi, were appointed as statutory auditors of the Company to hold office till the conclusion of the 37^th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s S.C. Vasudeva & Company, New Delhi, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that their appointment is in accordance with the provisions of Section 141 of the Companies Act, 2013.

The auditors'' report on the accounts of the Company for the year under review requires no comments.

COST AUDIT

M/s Rajan Sabharwal & Associates were appointed as Cost Auditors of your Company for auditing the cost accounts records for the financial year 2015-16 under provisions of Section 148 of the Companies Act, 2013. They are likely to submit Cost Audit Report within the prescribed time limit. Furthermore the Board has re-appointed M/s Rajan Sabharwal & Associates as Cost Auditors of the Company for the financial year 2016-17.

SECRETARIAL AUDIT

M/s P. S. Bathla & Associates, Practicing Company Secretaries, at Ludhiana, were appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and Rules made there under. The secretarial audit report for FY 2015-16 is appended as an Annexure II to the Board''s report.

The Secretarial auditors'' report for the year under review requires no comments.

The Board has re-appointed M/s P. S. Bathla & Associates, Practising Company Secretaries, Ludhiana as secretarial auditor of the Company for the financial year 2016-17.

RELATED PARTY TRANSACTIONS

There was no material contract or arrangement or transactions with Related Party during the year. Thus, disclosure in form AOC-2 is not required.

This Policy as considered and approved by the Board has been uploaded on the website of the Company at http://www.shreyansgroup.com/upload/c1449201532SIL Related Party Transaction Policy 07 11 2015.pdf

PARTICULARS OF EMPLOYEES

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as an Annexure IV to the Boardâs report.

INDUSTRIAL RELATIONS

The company maintained healthy, cordial and harmonious industrial relations at all levels.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has been addressing various risks through well defined risk management policy/procedures, which in the opinion of the Board may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS

ASSOCIATES AND SUBSIDIARIES

The Company has no Associates & Subsidiaries as on March 31, 2016.

CORPORATE GOVERNANCE

As per the provisions of Listing Regulations, a separate Report on Corporate Governance practices followed by the Company together with a Certificate from the Practicing Company Secretary, confirming compliance forms part of this report.

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your company, in collaboration with a local NGO in Ahmedgarh, has set up an Eye Hospital. Besides contributing in setting up of this hospital, financial assistance is extended on monthly basis. Eye care is provided to needy persons on subsidized rates/free of cost.

Your company is also involved with various educational institutions for providing scholarship/financial assistance to deserving students on recommendations of the managements of such institutions. Your company actively participates with number of NGOs for holding medical check-up camps, sports events and other social activities.

Your Company provides fire fighting services, as and when need arises, in nearby areas through its own fire tender and fire fighting staff.

Annual Report on Corporate Social Responsibility [CSR] activities is appended as an Annexure VI.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations.

DIRECTORS'' RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm 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 this Act 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; and

(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.

(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.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the contributions made by the employees through their dedication, hard work and commitment in achieving your Companyâs performance. In an increasingly competitive environment collective dedication of employees is delivering superior and sustainable shareholder value.

The Board has pleasure in recording its appreciation of the assistance, co-operation and support extended to the Company by the Govt. Authorities, Commercial Banks, Financial Institutions and Depositors.

The Board also places on record its sincere appreciation towards the Companyâs valued customers, vendors, shareholders and investors for their continued support to the Company.

For and on Behalf of the Board

Rajneesh Oswal

Chairman & Managing Director

Place : Ludhiana (DIN : 00002668)

Date : May 24, 2016

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 34th Annual Report on the business and operations of the Company along with audited statements of accounts for the year ended 31st March 2014.

Financial Results (t In lac)

PARTICULARS 2013-14 2012-13

Total Revenues 40317.34 34613.56

Profit before interest & depreciation 3756.50 2850.15

Less: Financial Expenses 631.81 700.37

Gross Profit 3124.69 2149.78

Less: depreciation 935.81 1008.65

Net profit before tax 2188.88 1141.13

Provision for taxation 722.24 410.00

Deferred taxes 202.78 [72.31]

Taxes for earlier year [-] 0.22 24.62

Net profit after tax 1264.08 778.82

CORPORATE REVIEW

Paper prices continued an uptrend during the year under review, effect of which was partly offset by substantial increase in the prices of fibrous raw materials in the later part of the financial year and also significant increase in the minimum wages as applicable to workers announced by the State Government. However, the total revenues of the Company increased by more than 16% over the last year and stood at 1403.17 crores which was due to both increase in prices of paper and also marginal increase in production of paper in quantitative terms. PBIDT of the Company stood at t 37.56 crores against 128.50 crores of last year, showing a healthy increase of almost 32%. Net profit after tax at 112.64 crores was almost 62% higher as compared to *7.79 crores of last year. Higher prices of fibrous raw materials, which continue in the current year also remain a cause of concern. However, your Directors do hope that due to better operations and expected buoyancy in the paper market, performance in the current year should also be quite satisfactory

PERFORMANCE REVIEW

SHREYANS PAPERS

Operations of this division remained quite healthy and total production of paper at 45350 MTs was maintained almost at the last year''s level of 44875 MTs. However, the revenues of this division at 1230.32 crores against t 204.51 crores was almost 12% higher as compared to last year.

Technology up-gradation steps continued to be taken during the year under review, which included putting up of a most modern online Quality Control System [QCS] at paper machine and commissioning of a higher capacity Fluidized Bed Reactor [FBR] for Chemical Recovery. Order for state-of-art Head Box for paper machine has already been finalized, which is likely to be commissioned in the first half of the current financial year.

SHREE RISHABH PAPERS

Operations of this unit continued to show significant improvement and production at 34088 MTs was almost 8% higher than the last year production of 31540 MTs. Revenues of this unit at t 172.85 crores were also almost 22% higher than S141.62 crores of last year. Order for modernization of Press part of the machine was finalized for this unit which is likely to be commissioned in the first half of the current financial year.

FINANCIAL REVIEW

No fresh long term debts or capital was raised during the year under review. However, existing term debts to the extent of Â«.80 crores were repaid.

FUTURE PLANS/PROSPECTS

As mentioned above, existing head box on paper machine at Shreyans Papers is being replaced by a state-of-art head box and also Company plans to commission equipment for surface sizing to produce value added surface sized paper. Modernization work at Shree Rishabh Paper has already been taken up and would be completed during the current year resulting in better quality and production.

DIVIDEND

In view of improved performance of the Company, your Directors recommend a dividend of t 1.20 per share [i.e. 12%] for the financial year ended 31st March 2014 against 10% dividend paid during last year. The dividend, if approved by the shareholders, will be paid to all the equity shareholders whose names appear in the Register of Members as on August 6, 2014. The proposed dividend will cost the Company t 1.94 crores, inclusive of all taxes.

DEPOSITS

At the end of the year, fixed deposits from the public were outstanding to the tune of * 4.21 crores which are well within the limits prescribed under section 58 A of the Companies Act, 1956 read with Rules 3[2][I] and [II] of the Companies [Acceptance of Deposits] Rules, 1975. There were no overdue deposits as on 31st March 2014. Company is taking steps to comply with new Rules and Regulations as prescribed by Companies Act, 2013 for acceptance of deposits. It may be pertinent to mention that in view of the revised requirements, the Company proposes to accept deposits only from members and repay existing deposits of non-members during the current year.

DIRECTORS

Shri Kunal Oswal, Director of the Company, liable to retire by rotation at the forthcoming Annual General Meeting under clause 113 of Article of Association of the Company and being eligible, offer himself for reappointment.

AUDITORS

M/s S.C. Vasudeva & Company, New Delhi, Auditors of the Company shall retire at the forthcoming Annual General Meeting and are eligible for reappointment.

COST AUDITORS

The Board of Directors have appointed M/s Rajan Sabharwal & Associates, as Cost Auditors of your Company for auditing the cost accounts records for the financial year 2013-14 under provisions of Section 224[1B] and 233B of the Companies Act, 1956.

AUDITORS'' REPORT

The auditors'' report on the accounts of the Company for the year under review requires no comments.

INDUSTRIAL RELATIONS

The company maintained healthy, cordial and harmonious industrial relations at all levels.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217[2AA] of the Companies Act, 1956, your Directors confirm that:

a] in the preparation of the annual accounts, applicable accounting standards have been followed and there has been no materials departure.

b] the selected accounting policies were applied consistently and the Directors 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 March 31, 2014 and of the profits of the Company for the year ended on that date.

c] Proper and sufficient care has been taken 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.

d] Annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company''s Auditors confirming compliance forms part of this report.

CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217[1][e] of the Companies Act, 1956 read with Rule 2 of the Companies [Disclosure of particulars in the report of Board of Directors] Rules 1988, the particulars relating to conservation of energy, technology, absorption and foreign exchange earning and outgo forming part of the Report are also annexed.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the contributions made by the employees through their dedication, hard work and commitment in achieving your Company''s performance. In an increasingly competitive environment Collective dedication of employees is delivering superior and sustainable shareholder value.

The Board has pleasure in recording its appreciation of the assistance, co-operation and support extended to the Company by the Govt. Authorities, Commercial Banks, Financial Institutions and Depositors.

The Board also places on record its sincere appreciation towards the Company''s valued customers, vendors, shareholders and investors for their continued support to the Company.

FOR AND ON BEHALF OF THE BOARD

(RAJNEESH OSWAL)

CHAIRMAN & MANAGING DIRECTOR

Place : Ludhiana

Date : MAY 21, 2014

Mar 31, 2013

Dear Members,

The Directors are pleased to present the 33rd Annual Report on the business and operations of the Company along with audited statements of accounts for the year ended 31st March 2013.

Financial Results

(Rs.in Lacs)

PARTICULARS 2012-13 2011-12

Total Revenues 34646.97 27758.84

Profit before interest & depreciation 2850.15 1915.25

Less: Financial Cost 700.37 625.13

Gross Profit 2149.78 1290.12

Less: depreciation 1008.65 914.44

Net profit before tax 1141.13 375.68

Provision for current taxes 410.00 82.90

Deferred taxes 72.31 14.38

Taxes relating to prior year 24.62 50.48

Net profit after tax 778.82 227.92

CORPORATE REVIEW

Paper market during the year under review was buoyant during second half of the year when prices of the paper firmed up. Also full year impact of modernization-cum-expansion project completed towards end of last year is reflected in operations of the year under review. This resulted in almost 17% increase in production of paper in quantitative terms and about 25% increase in the total revenues of the Company, which stood at all time high at Rs. 346.47 crores. Prices of most of the inputs remained stable. However, prices of Caustic Soda, main chemical used in paper making, again rose significantly. These factors resulted in 48% increase in the PBIDT of the Company, which stood at Rs. 28.50 crores against Rs. 19.15 crores of last year, and your Company was able to earn Net profit after tax of Rs. 7.79 crores as compared to Rs. 2.28 crores of last year, showing an increase of almost 242%. Your Directors do hope that barring unforeseen circumstances, the performance in the current year would also be quite healthy.

PERFORMANCE REVIEW

SHREYANS PAPERS

Modernization-cum-expansion Project undertaken during last year resulted in significant improvement both in quantitative and financial terms in performance of this division and the total production of paper in Shreyans Papers was 44875 MT against 36578 MT of last year, an increase of more than 22%. Total revenues also were sharply higher at Rs. 204.69 crores against Rs.157.15 crores of last year, an increase of more than 30%.

SHREE RISHABH PAPERS

Production at Shree Rishabh Papers was also higher at 31540 MT against 28702 MT of last year. Total revenues were significantly higher at Rs. 141.78 crores against Rs. 120.44 crores of last year, an increase of more than 18% due to better sales realization and higher production. Operations of this unit also showed improvement during the year under review.

FINANCIAL REVIEW

No fresh debts or capital was raised during the year under review. However, existing term debts to the extent of Rs. 9.40 crores and short term debts to the extent of Rs. 6.04 crores were repaid.

FUTURE PLANS/PROSPECTS

Modernization and de-bottlenecking is on-going process in the

Company. Company is in process of undertaking capital expenditure to augment the quality of its products and add value added products in its production range.

DIVIDEND

In view of improved performance of the Company, your Directors recommend a dividend of Rs. 1/- per share [i.e. 10%] for the financial year ended 31st March 2013. The dividend, if approved by the shareholders, will be paid to all the equity shareholders whose names appear in the Register of Members as on 22nd August 2013. The proposed dividend will cost the Company Rs. 1.61 crores, inclusive of all taxes.

DEPOSITS

At the end of the year, fixed deposits from the public were outstanding to the tune of Rs. 564.86 lacs which are well within the limits prescribed under section 58 A of the Companies Act, 1956 read with Rules 3[2][I] and [II] of the Companies [Acceptance of Deposits] Rules, 1975. There were no overdue deposits as on 31st March 2013.

DIRECTORS

Shri A. K. Chakraborty & Dr. N. J. Rao, Directors of the Company, liable to retire by rotation at the forthcoming Annual General Meeting under clause 113 of Article of Association of the Company and being eligible, offer themselves for reappointment.

AUDITORS

M/s S.C. Vasudeva & Company, New Delhi, Auditors of the Company shall retire at the forthcoming Annual General Meeting and are eligible for reappointment.

COST AUDITORS

The Board of Directors have appointed M/s Rajan Sabharwal & Associates, as Cost Auditors of your Company for auditing the cost accounts records for the financial year 2012-13 under provisions of Section 224[1B] and 233B of the Companies Act, 1956.

AUDITORS'' REPORT

The auditors'' report on the accounts of the Company for the year under review requires no comments.

INDUSTRIAL RELATIONS

The company maintained healthy, cordial and harmonious industrial relations at all levels.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217[2AA] of the Companies Act, 1956, your Directors confirm that:

A] in the preparation of the annual accounts, applicable accounting standards have been followed and there has been no materials departure.

B] the selected accounting policies were applied consistently and the Directors 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 March 31, 2013 and of the profits of the Company for the year ended on that date.

C] Proper and sufficient care has been taken 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.

D] Annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Practicing Company Secretary confirming compliance forms part of this report.

CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217[1][e] of the Companies Act, 1956 read with Rule 2 of the Companies [Disclosure of particulars in the report of Board of Directors] Rules 1988, the particulars relating to conservation of energy, technology, absorption and foreign exchange earning and outgo forming part of the Report are also annexed.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the contributions made by the employees through their dedication, hard work and commitment in achieving your Company''s performance. In an increasingly competitive environment Collective dedication of employees is delivering superior and sustainable shareholder value.

The Board has pleasure in recording its appreciation of the assistance, co-operation and support extended to the Company by the Govt. Authorities, Commercial Banks, Financial Institutions and Depositors.

The Board also places on record its sincere appreciation towards the Company''s valued customers, vendors, shareholders and investors for their continued support to the Company.

FOR AND ON BEHALF OF THE BOARD

(RAJNEESH OSWAL)

CHAIRMAN AND MANAGING DIRECTOR

Place: Ludhiana

Date: 28th May 2013

Mar 31, 2012

The Directors are pleased to present the 32nd Annual Report on the business and operations of the Company along with audited statements of accounts for the year ended 31st March 2012.

Financial Results (Rs. in Lacs)

2011-12 2010-11

Total Revenues 27684.90 25984.20

Profit before interest & depreciation 1902.19 1778.97

Less: Financial Cost 612.07 498.32

Gross Profit 1290.12 1280.65

Less: depreciation 914.44 866.88

Net profit before tax 375.68 413.77

Provision for current taxes 82.90 119.00

Deferred taxes 14.38 [178.44]

Taxes relating to prior year 50.48 1.16

Net profit after tax 227.92 472.05

CORPORATE REVIEW

During the year under review, paper market remained stable. However, prices of caustic soda, one of the main chemicals consumed in paper making, rose sharply, which was partly off- set by lower prices of wheat straw, the major fibrous raw material for manufacturing of paper. Total revenues increased by little more than 6% due to marginally higher production and prices of finished goods. During the year under review your Company was able to earn higher PBIDT of Rs.1902.19 lacs, against Rs.1778.97 lacs of last year, however because of higher incidence of financial charges, depreciation and incidence of income tax, the net profit was lower at Rs.227.92 lacs as compared to Rs.472.05 lacs. Your Directors are pleased to inform that the initial results after completion of modernization- cum-expansion project at Ahmedgarh paper division have been very encouraging which will be reflected in working for years to come.

PERFORMANCE REVIEW SHREYANSPAPERS

As mentioned above, a modernization-cum-expansion project costing approx. Rs.2300.00 lacs was undertaken at this unit to augment the production capacity and also to build-up capability to produce surface sized papers. Total production in this division was 36578 MTs as compared to 35702 MTs of last year despite closure of three weeks. Total revenues of this unit were Rs.15654.01 lacs as compared to Rs.14746.83 lacs of last year were higher by 6%. .

SHREE RISHABH PAPERS

Production of Shree Rishabh Papers at 28702 MTs was marginally higher as compared to 27660 MTs of last year and also total revenues were Rs.12030.89 lacs as compared to Rs.11237.37 lacs, thus showing an increase of approx. 7%. The operations of the unit remained satisfactory during the year under review FINANCIAL REVIEW

Your Company undertook a modernization-cum-expansion project at Shreyans Papers with a capital outlay of Rs.2300.00 lacs which was partly financed by raising an additional term loan of Rs.1400.00 lacs from State Bank of Patiala.

The balance expenditure was met through internal accruals. Your Company also raised additional working capital funds to meet the increased requirements during the year under review. All debts of the Company were serviced as per schedule

FUTURE PLANS/PROSPECTS

Full impact of modernization-cum-expansion project done at Shreyans Papers would come during the current financial year and as per indications available this should result in significant improvement in terms of total production, revenues and profitability of the Company Your Company also plans to undertake a de-bottlenecking CAPEX plan in both the units during the current year to further improve the working of the Company.

DIVIDEND

Your Directors feel that there is a need to conserve resources for future plans and regret their inability to recommend any dividend for the current year.

DEPOSITS

At the end of the year, fixed deposits from the public were outstanding to the tune of Rs.532.62 lacs which are well within the limits prescribed under section 58 A of the Companies Act, 1956 read with Rules 3[2][I] and [II] of the Companies [Acceptance of Deposits] Rules, 1975. There were no overdue deposits as on 31st March 2012.

DIRECTORS

Shri Anil Kumar and Shri R C Singal, Directors of the Company, liable to retire by rotation at the forthcoming Annual General Meeting under clause 113 of Article of Association of the Company and being eligible, offer themselves for reappointment.

AUDITORS

M/s S.C. Vasudeva & Company, New Delhi, Auditors of the Company shall retire at the forthcoming Annual General Meeting and are eligible for reappointment.

COST AUDITORS

The Board of Directors have appointed M/s Vipin Maini, as Cost Auditors of your Company for auditing the cost accounts records for the financial year 2011-12 under provisions of Section 224[1B] and 233B of the Companies Act, 1956.

AUDITORS' REPORT

The auditors' report on the accounts of the Company for the year under review requires no comments.

INDUSTRIAL RELATIONS

The company maintained healthy, cordial and harmonious industrial relations at all levels.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217[2AA] of the Companies Act, 1956, your Directors confirm that:

A] in the preparation of the annual accounts, applicable accounting standards have been followed and there has been no materials departure.

B] The selected accounting policies were applied consistently and the Directors 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 March 31, 2012 and of the profits of the Company for the year ended on that date.

C] Proper and sufficient care has been taken 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

D] Annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company's Auditors confirming compliance forms part of this report.

CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217[1][e] of the Companies Act, 1956 read with Rule 2 of the Companies [Disclosure of particulars in the report of Board of Directors] Rules 1988, the particulars relating to conservation of energy, technology, absorption and foreign exchange earning and outgo forming part of the Report are also annexed.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the contributions made by the employees through their dedication, hard work and commitment in achieving your Company's performance. In an increasingly competitive environment, the collective dedication of employees is delivering superior and sustainable shareholder value.Your Directors also acknowledge the support and co-operation extended by the Financial Institutions, Analysts, Banks, Government Authorities, Customers, Vendors, Shareholders and Investors at large and look forwards to their continued support.

FOR AND ON BEHALF OF THE BOARD

(RAJNEESH OSWAL)

CHAIRMAN AND MANAGING DIRECTOR

Place: Ludhiana

Date: 28th May 2012

Mar 31, 2011

Dear Members,

The Directors are pleased to present the 31st Annual Report on the business and operations of the Company along with audited statements of accounts for the year ended 31st March 2011.

Financial Results (Rs. in Lacs)

2010-11 2009-10

Gross Sales 26418.44 24562.01

Profit before interest & depreciation 1734.71 2220.35

Less: Interest 450.56 577.97

Gross Profit 1284.15 1642.38

Depreciation 866.89 848.08

Net profit before tax 417.26 794.30

Provision for current tax 123.66 119.54

MAT Credit Entitlement - [42.00]

Provision for deferred tax [178.44] 175.25

Net profit after tax 472.04 541.51

CORPORATE REVIEW

During the year under review, the prices of paper ruled higher by almost 5% but prices of wheat straw and wood pulp, the major raw materials, and also rice husk, the main fuel for the boiler increased significantly, thus affecting the overall margins of the company. Total turnover was up by almost 7%. However, PBIDT of the Company was lower at Rs.1734.71 lacs against Rs.2220.35 lacs of last year. Due to lower financial cost and also lower incidence of tax, the net profit fell marginally to Rs.472.04 lacs against Rs.541.51 lacs of last year. Your Directors feel that increasing trend in prices of various inputs should moderate in the current year and with better price realization of end product the bottom line of the Company is expected to be much healthier.

PERFORMANCE REVIEW

SHREYANS PAPERS

Production of Shreyans Papers at 35702 MTs was marginally higher as compared to 34729 MTs of last year and correspondingly the turnover at Rs.14887.20 lacs as compared to Rs.13740.24 lacs was higher by almost 8%.

SHREE RISHABH PAPERS

Production of Shree Rishabh Papers at 27660 MTs remained at almost the same level of 27460 MTs of last year. However, the turnover at Rs.11531.24 lacs against Rs.10821.77 lacs of last year was higher keeping in view the better market prices. The operations of this unit were impacted due to less than optimum operations of the power plant including the boiler. However, corrective steps have since been taken and it is expected that operations of this unit in the current year would be better.

FINANCIAL REVIEW

During the year under review, Company prepaid an amount of Rs.216.60 lacs to ICICI Bank Limited and Rs.187.60 lacs to Industrial Development Bank of India Limited [IDBI] in view of comfortable liquidity position. This has resulted in considerable reduction in financial cost and also improvement in debt equity profile of the Company.

FUTURE PLANS/PROSPECTS

As indicated in the last report, your Company looked into various options for technical upgradation and also increasing the production capacity. A modernization-cum-expansion plan has been taken up at Shreyans Papers, Ahmedgarh Division, which envisages installing of a Shoe Press and a Size Press at the machine, which will result in:

a) reduction in specific steam consumption.

b) increase in production capacity by almost 20%.

c) production of value added surface sized paper.

Other balancing and de-bottlenecking equipments are also planned. The total project cost is estimated at Rs.22.00 crores, which will be met through internal accruals and loans from banks. Significant progress has already been made in the project and it is expected that this project will be implemented by end of current calendar year. Your Directors are very hopeful that this project, when implemented, will significantly add to the overall profitability of the Company.

DIVIDEND

Your Directors feel that there is a need to conserve resources for future plans and regret their inability to recommend any dividend for the current year.

DEPOSITS

At the end of the year, fixed deposits from the public were outstanding to the tune of Rs.466.34 lacs which are well within the limits prescribed under section 58 A of the Companies Act, 1956 read with Rules 3[2][I] and [II] of the Companies [Acceptance of Deposits] Rules, 1975. There were no overdue deposits as on 31st March 2011.

DIRECTORS

Shri M L Gupta and Dr. N J Rao, Directors of the Company, liable to retire by rotation at the forthcoming Annual General Meeting under clause 113 of Article of Association of the Company and being eligible, offer themselves for reappointment.

Dr. [Mrs.] H K Bal vacated the office of directors with effect from 28th May 2011.

AUDITORS

M/s S.C. Vasudeva & Company, New Delhi, Auditors of the Company shall retire at the forthcoming Annual General Meeting and are eligible for reappointment.

COST AUDITORS

The Board of Directors have appointed M/s Vipin Maini, as Cost Auditors of your Company for auditing the cost accounts records for the financial year 2010-11 under provisions of Section 224[1B] and 233B of the Companies Act, 1956.

AUDITORS' REPORT

The auditors' report on the accounts of the Company for the year under review requires no comments.

INDUSTRIAL RELATIONS

The company maintained healthy, cordial and harmonious industrial relations at all levels.

PERSONNEL

Particulars of employees pursuant to the provisions of Section 217[2A] of the Companies Act, 1956, read with the Companies [Particulars of Employees] Rules, 1975 are given below.

Name Designation/(Nature Gross Qualification of Duties Emoluments

Chairman & Sh. Rajneesh Managing Director 6965335 MBA Oswal (Administration)

Vice Chairman Sh. Vishal & Managing Director 6958113 B.Com Oswal (Administration)

Executive Director & B.Sc. Sh.Anil Kumar CEO 6494198 (Engg.) (Administration) MBA

Name Experience Date of Age Last Years Employment Years Employment

Sh. Rajneesh Executive Director Oswal 21 01.08.03 45 Adinath Textiles Ltd.

Sh. Vishal 17 05.07.94 38 - Oswal

Sh. Anil Kumar Manager Finance, Vardhman Spinning 38 01.04.83 61 & General Mills Ltd.

Note : Remuneration includes Salary, Company's Contribution to Provident Fund and other allowance paid in cash and Taxable value of non-cash perquisites.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217[2AA] of the Companies Act, 1956, your Directors confirm that:

a] in the preparation of the annual accounts, applicable accounting standards have been followed and there has been no materials departure.

b] the selected accounting policies were applied consistently and the Directors 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 March 31,2011 and of the profits of the Company for the year ended on that date.

c] Proper and sufficient care has been taken 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.

d] Annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company's Auditors confirming compliance forms part of this report.

CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217[1][e] of the Companies Act, 1956 read with Rule 2 of the Companies [Disclosure of particulars in the report of Board of Directors] Rules 1988, the particulars relating to conservation of energy, technology, absorption and foreign exchange earning and outgo forming part of the Report are also annexed.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the contributions made by the employees through their dedication, hard work and commitment in achieving your Company's performance. In an increasingly competitive environment, the collective dedication of employees is delivering superior and sustainable shareholder value.

Your Directors also acknowledge the support and co-operation extended by the Financial Institutions, Analysts, Banks, Government Authorities, Customers, Vendors, Shareholders and Investors at large and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD

(RAJNEESH OSWAL) CHAIRMAN AND MANAGING DIRECTOR

Place: Ludhiana Date : 28th May 2011

Mar 31, 2010

The Directors are pleased to present the 30th Annual Report on the business and operations of the Company along with audited statements of accounts for the year ended 31st March 2010.

Financial Results (Rs. in Lacs)

2009-2010 2008-2009

Gross Sales 24504.46 26949.07

Profit before interest

& depreciation 2269.26 3930.51

Less: Interest 626.88 647.42

Gross Profit 1642.38 3283.09

Depreciation 848.08 688.10

Net profit before tax 794.30 2594.99

Provision for currenttax 119.54 315.64

MATCredit Entitlement (42.00) [463.15]

Provision for deferred tax 175.25 930.57

Net profit after tax 541.51 1811.93

CORPORATE REVIEW

During the year under review, as indicated in last years report, prices of paper remained under pressure, which resulted in almost 9% fall in the gross turnover of the Company. Simultaneously, prices of wheat straw, which is major raw material, used for manufacture of paper by your Company went up by more than 85% during the year. Both the above factors resulted in fall in EBIDTA of the Company from Rs.3930.51 lacs to Rs.2269.26 lacs. Correspondingly, net profits after provision of taxation was at Rs.541.51 lacs as compared to Rs.1811.93 lacs of last year. Prices of writing and printing paper did show some recovery in last quarter of the year under review and your Directors expect that prices during the current year will rule firmer as compared to last year.

PERFORMANCE REVIEW

SHREYANS PAPERS

Production of Shreyans Papers at 34729 MTs was marginally higher as compared to 34011 MTs of last year. However, gross turnover was lower at Rs. 13712.86 lacs as compared to Rs.14513.52 lacs of last year due to lower sales realization. Operations of this unit remained satisfactory on operational front, though lower prices of finished goods and higher prices of fiber did impact the profitability margins.

SHREE RiSHABH PAPERS

Production of Shree Rishabh Papers at 27460 MTs was margifially lower as compared to 28743 MTs of last year due to change in product-mix. Gross sales at Rs.10791.60 lacs were lower by almost 14% as compared to Rs.12435.55 lacs of last year due to market conditions. Overall profitability margins in this unit were also impacted due to reasons mentioned above.

FINANCIAL REVIEW

During the year under review carryover losses of earlier years were completely wiped out.

2750000 equity warrants @ Rs.32.50 each issued to various entities on 2nd October 2007 were converted into 2750000 equity shares of Rs.10/- each at a premium of Rs.22.50 per equity share on 1st April 2009.

Also during the year under review, our Company pre-paid an amount of Rs.299.07 lacs to ICICI Bank Limited in view of comfortable liquidity position.

FUTURE PLANS/PROSPECTS

Paper industry continues to face pressure of increased cost of production due to continuous increase in prices of various inputs especially fibrous raw materials and fuels. Also significant new addition to production capacity in the country by mills using latest state-of-art technology is putting pressure on the margins of your companys operations.

Your company will keep looking into various options of technical upgradation resulting in better operational efficiency and better quality of its output so that impact of increase in costs and competition can be warded-off or at least minimized.

Your company is also in the discussions with various machinery suppliers for upgradation of its production capacities.

Expansion in production capacity is also being planned in due courseoftime.

DIVIDEND

During the year under review, though Company wiped out carryover losses of earlier years, yet your Directors feel that there is a need to conserve resources for future plans and regret their inability to recommend any dividend for the current year.

DEPOSITS

At the end of the year, fixed deposits from the public were outstanding to the tune of Rs.454.59 lacs which are well within the limits prescribed under section 58 A of the Companies Act, 1956 read with Rules 3[2][l] and [II] of the Companies [Acceptance of Deposits] Rules, 1975. There were no overdue deposits as on 31st March 2010.

DIRECTORS

Dr. [Mrs.] H K Bal and Shri Anil Kumar, Directors of the Company, liable to retire by rotation at the forthcoming Annual General Meeting under clause 113 of Article of Association of the Company and being eligible, offer themselves for reappointment. Shri A K Chakraborty has been appointed as additional independent Director on the Board of the Company during current year.

AUDITORS

M/s S.C. Vasudeva & Company, New Delhi, Auditors of the Company shall retire at the forthcoming Annual General Meeting and are eligible for reappointment.

COST AUDITORS

The Board of Directors have appointed M/s Vipin Maini, Cost Accountants, Delhi as the Cost Auditors of the Company under Section 233B of the Companies Act, 1956, subject to the approval of the Central Government for the year 2009-10. The Cost Auditors Report will be forwarded to the Central Governmentas required under Law.

AUDITORS REPORT

The auditors report on the accounts of the Company for the year under review requires no comments.

INDUSTRIAL RELATIONS

The company maintained healthy, cordial and harmonious industrial relations at all levels. Despite severe competition, the enthusiasm and unstinting efforts of the employees enabled the Company to re main at the forefront Of its business area

PERSONNEL

Particulars of employees pursuant to the provisions of Section 217[2A] of the Companies Act, 1956, read with the Companies [Particulars of Employees] Rules, 1975 are given below.

Name Designation / Nature Gross Qualif Experience

of Duties Emoluments ication Years

Sh Rainppsh Chairman &

Oswal Managing Director 6873897 MBA 20

(Administration)

Sh vishal Vice Chairman

Oswal & Managing Director 7591603 B.Com 16

(Administration)

Executive Director & B.Sc.

Sh.Anil Kumar CEO 5993616 (Engg.) 37

(Administration) MBA

Name Date of Age Last

Employment Years Employment

Executive Director

Sh. Rajneesh Oswal 01,08,03 44 Adinath Textiles Ltd.

Sh. Vishal Oswal 05.07.94 37 ---

Manager Finance,

Sh.AnilKumar 01.04.83 60 Vardhman Spinning

& General Mills Ltd.

Note: Remuneration includes Salary, Companys Contribution to Provident Fund and other allowance paid in cash and Taxable value of non-cash perquisites.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217[2AA] of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

1. In the preparation of the annual accounts, all the applicable accounting standards have been followed along with proper explanations relating to the materials departure.

2. 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 as at the end of the financial year and of the profits of the Company for that period.

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

4. The Directors had prepared the annual account on a going- concern basis.

CORPORATE GOVERNANCE

A report on compliance of the conditions of corporate governance has been obtained from the statutory auditors of the company and the same is given as annexure. The Annual Report also contains a separate section on corporate -governance as required under clause 49 of the listing agreement with stock exchanges. It has always been companys endeavour to exceed and excel through better corporate governance and fair and transparent practices, many of which have already been in place even before they were mandated by the Law and other regulatory bodies.

CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217[1 ][e] of the Companies Act, 1956 read with Rule 2 of the Companies [Disclosure of particulars in the report of Board of Directors] Rules 1988, the particulars relating to conservation of energy, technology, absorption and foreign exchange earning and outgo forming part of the Report are also annexed.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their warm appreciation for the invaluable contribution given and the spirit of dedication shown by the employees at all levels during the financial year 2009-10. The Directors also express their deep gratitude for the business assistance, co-operation and support extended to your Company by its customers, distributors, dealers, suppliers, service providers, bankers, various governmental organizations/agencies, employees and shareholders and look forward to their continued support and co-operation in future also.

FOR AND ON BEHALF OF THE BOARD

(RAJNEESH OSWAL)

CHAIRMAN AND MANAGINGDITRECTOR

Place: Ludhiana

Date: 31th July 2010

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