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Directors Report of Simplex Papers Ltd.

Mar 31, 2015

Dear members,

The Directors present the Annual Report, together with the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS (in Rs) 2014-15 2013-14

Profit / ( Loss) before Depreciation, Finance Costs, Exceptional Items and Taxation (55,45,939) (5,66,339)

Less: Depreciation 73,11,736 49,33,439

Less: Finance Costs 4,205 7,80,539

Loss before Exceptional Items and Tax (1,28,61,880) (62,80,317)

Add: Exceptional Items (net) 77,28,765 1,05,25,476

Profit / (Loss) before Tax (51,33,115) 42,45,159

Less: Current Tax - -

Profit / (Loss) after Tax for the year (51,33,115) 42,45,159

Less: Adjustment relating to Fixed Assets 6,98,57,391 -

Balance brought forward from previous year (24,69,21,198) (25,11,66,357)

Balance carried forward (32,19,11,704) (24,69,21,198)

DIVIDEND

In view of losses, your Directors regret their inability to propose any dividend.

OPERATIONS

The Paper plant at Gondia, Maharashtra is not in operation and there was no manufacturing activity during the year under review and the Company has disposed off its building, plant and machinery and other assets at Gondia as the plant has been closed for long time and there was no hope to restart the plant. The Company continued its trading activity of paper during the year. During the year, the total turnover of the Company is Rs. 71,70,980/- and has incurred a loss of Rs. 51,33,115/-.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet or renewed any fixed deposits during the year.

LOANS, GUARANTEES AND INVESTMENTS

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

DIRECTORS

Shri S. M. Soni resigned as a Director of the Company with effect from 3rd February, 2015. The Board has placed on record its appreciation for the valuable services and guidance given by Shri S. M. Soni during his tenure as a Director of the Company.

Shri Pradeep S. Chonkar and Smt. Fatima Fernandes were appointed by the Board as Additional Directors of the Company with effect from 12th February, 2015.

Pursuant to Section 161 (1) of the Act, Shri Pradeep S. Chonkar and Smt. Fatima Fernandes hold office upto the date of forthcoming Annual General Meeting (AGM) and being eligible, offer themselves for appointment as Directors of the Company.

Shri Shekhar R Singh, Director of the Company who retires by rotation at the forthcoming AGM and, being eligible, offer himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed both under the Act and under Clause 49 of the Listing Agreement.

BOARD EVALUATION

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with evaluation process.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, five Board meetings were held. The details of the meetings are given in Corporate Governance Report which forms part of this Report.

REMUNERATION AND NOMINATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of this Policy is given in the Corporate Governance Report which forms part of this Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization programme for Independent Directors of the Company. The details of the programme is given in the Corporate Governance Report which forms part of this Report.

PARTICULARS OF EMPLOYEES

There was no employee in receipt of remuneration as prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure III and forms a part of this Report.

AUDITORS

At the Twentieth AGM held on 6th August, 2014, M/s.Vijay Rungta & Co, Chartered Accountants, Mumbai, were appointed as the Statutory Auditors of the Company to hold office from the conclusion of that AGM until the conclusion of the 3rd consecutive AGM held thereafter (subject to ratification of the appointment by the Members at every AGM held after that AGM).

In terms of the first proviso to Section 139 of the Act read with the Rule 3(7) of Companies (Audit and Auditors) Rules, 2014, the appointment of the auditor shall be subject to ratification by the Members at every annual general meeting till the expiry of the term of the Auditor. Accordingly, the appointment of M/s. Vijay Rungta & Co, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, is placed for ratification by the Members.

In this regard, the Company has received a certificate from the Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Act.

COST AUDIT

As there was no production during the year 2014-2015, no cost audit required to be carried out.

SECRETARIAL AUDIT

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Shri Manish L Ghia of M/s Manish Ghia & Associates, Practicing Company Secretaries, Mumbai, in accordance with provisions of Section 204 of the Act. The Secretarial Auditor's Report is attached as Annexure I and forms a part of this Report.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance alongwith the requisite Auditors' Certificate is annexed and forms part of this Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, and Clause 49 of the Listing Agreement, on the basis of information placed before them, the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made 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, 2015 and of the loss of the Company for the said period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. there is a proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and that the provisions of Section 188 of the Act are not attracted. Thus disclosure in form AOC-2 is not required. Further, there are no materially significant related party transactions made by the Company with Promoters and Directors or other designated persons which may have a potential conflict with the interest of the Company at large.

RISK MANAGEMENT COMMITTEE

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and is also available on the Company's website.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure II.

STOCK EXCHANGE

The Company's equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2015-16 has been paid.

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

During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134 (3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with reference to Conservation of Energy and Technology Absorption. There was no foreign exchange earnings and outgo during the year under review.

DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT

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

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all government authorities, financial institutions, banks, consultants, solicitors and Shareholders of the Company.

For and on Behalf of the Board of Directors

Sita Sunil

Shekhar R Singh

Directors

Mumbai, 27th May, 2015


Mar 31, 2014

The Members,

The Directors present the Annual Report, together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(in Rs.)

2013-14 2012-13

Profit / ( Loss) before Depreciation, Finance Costs, Prior Period Expenses, Exceptional Items and Taxation (5,66,339) 25,45,307

Less: Depreciation 49,33,439 49,37,693

Less: Finance costs 7,80,539 13,16,663

Less : Prior period expense - 5,04,987

Loss before exceptional items and tax (62,80,317) (42,14,036)

Add: Exceptional items (net) 1,05,25,476 -

Profit / (Loss) before tax 42,45,159 (42,14,036)

Less: Current tax - -

Profit / (Loss) after tax for the year 42,45,159 (42,14,036)

Balance brought forward from previous year (25,11,66,357) (24,69,52,321)

Balance carried forward (24,69,21,198) (25,11,66,357)

DIVIDEND

In view of brought forward losses, your Directors regret their inability to propose any dividend.

OPERATIONS

The Paper plant at Gondia, Maharashtra is not in operation and there was no manufacturing activity during the year under review. The Company continued its trading activity of paper during the year. During the year, the total turnover of the Company is Rs. 1,30,20,133/- and has made a profit of Rs. 42,45,159/-. The profit is on account of refund of reliability charges paid under power and fuel cost in earlier years, which has been shown under Exceptional item during the year.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

Ms. Sita Laxman, Director of the Company who retires by rotation at the forthcoming Annual General Meeting and, being eligible, offer herself for re-appointment.

Shri S.M.Soni, Shri O.D.Purohit and Shri D.C.Shrimali who were Independent Directors of the Company as on 31st March, 2014, continue to be Independent Directors of the Company for a period of five years from 1st April, 2014. All of them are the persons of integrity and possesses relevant expertise and experience. The Board has also opined that all of them fulfill the conditions specified in Section 149 of the Companies Act, 2013 and rules made thereunder and that they all are independent of management.

AUDITORS

M/s. Vijay Rungta & Co., Chartered Accountants are re-appointed as the Statutory Auditors of the Company to hold the office from the conclusion of this Annual General Meeting till the conclusion of the third consecutive Annual General Meeting held thereafter, subject to ratification of the appointment by the members at every Annual General Meeting of the Company after the ensuing Annual General Meeting.

The Auditors have confirmed that, their appointment, if made, would be within the limits prescribed under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified in terms of Section 139 of the Companies Act, 2013.

COST AUDIT

As there was no production during the year 2013-2014, no cost audit required to be carried out.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance alongwith the requisite Auditors'' Certificate is annexed and forms part of this Annual Report.

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

During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 217(1)(e) of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai, as required under Section 383A of the Companies Act,1956 for the financial year 2013-14 is annexed and forming part of this Annual Report.

STOCK EXCHANGE

The Company''s equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2014-15 has been paid.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act,1956 on the basis of information placed before them, the Directors state that:

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

(ii) appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made 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, 2014 and of the profit of the Company for the said period;

(iii) 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;

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

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all government authorities, financial institutions, banks, consultants, solicitors and shareholders of the Company.

For and on behalf of the Board of Directors

Sita Laxman

Shekhar R Singh

Mumbai, 15th May, 2014 Directors


Mar 31, 2013

To, The Members,

The Directors present the Annual Report, together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(in Rs.)

2012-13 2011-12

Profit before Depreciation, Finance Costs, Taxation and Prior Period Expenses 25,45,307 25,35,183

Less: Deprecation 49,37,693 50,14,285

Less: Finance Costs 13,16,663 18,68,955

Less: Prior Period Expenses 5,04,987

Loss before Tax (42,14,036) (43,48,057)

Less: Current Tax

Loss after Tax for the year (42,14,036) (43,48,057)

Balance brought forward from previous year (24,69,52,321) (24,26,04,264)

Balance carried forward (25,11,66,357) (24,69,52,321)



DIVIDEND

In view of losses, your Directors regret their inability to propose any dividend.

OPERATIONS

The Paper plant at Gondia, Maharashtra is not in operation and there was no manufacturing activity during the year under review. The Company continued its trading activity of paper during the year. The total turnover of the Company is Rs. 1,87,82,723/- and has incurred a loss of Rs. 42,14,036/- during the year. The loss is on account of depreciation provided during the year.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

Shri Girish Bagri resigned as Director of the Company with effect from 25th October, 2012. The Board places on record its appreciation for the valuable services rendered by Shri Girish Bagri during his tenure as a Director of the Company.

Shri Shekher R Singh, was appointed by the Board as an Additional Director of the Company with effect from 19th January, 2013 under Section 260 of the Companies Act, 1956 (the Act) read with Article 182(a) of the Articles of Association of the Company. Shri Shekher R Singh holds office up to the date of forthcoming Annual General Meeting and, being eligible, offers himself for appointment as a Director at the said meeting.

Shri S.M.Soni and Ms.Sita Laxman, Directors of the Company who retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

None of the Directors is disqualified under Section 274 (1) (g) of the Act.

AUDITORS

M/s. Vijay Rungta & Co., Chartered Accountants, Mumbai, retire as Auditors of the Company and are eligible for re-appointment. The Company has received a letter from M/s. Vijay Rungta & Co., Chartered Accountants, Mumbai, expressing their willingness and eligibility to act as Statutory Auditors of the Company under Section 224(1B) of the Act, if appointed.

COST AUDIT

As there was no production during the year 2012-13, no cost audit required to be carried out.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed under Section 217(2A) of the Act read with the Companies (Particulars of Employees) Amendment Rules, 2011.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance alongwith the requisite Auditors'' Certificate is annexed and forms part of this Annual Report.

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

During the year under review the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 217(1)(e) of the Act read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai, as required under Section 383A of the Act for the financial year 2012-13 is annexed and forming part of this Annual Report.

STOCK EXCHANGE

The Company''s equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2013-14 has been paid.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Act on the basis of information placed before them, the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates

that have been made 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 loss of the Company for the said period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance

with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGMENT

Your Directors place on record their appreciation for the assistance and support extended by all government authorities, financial institutions, banks, consultants, solicitors and shareholders of the company.

For and on behalf of the Board of Directors

S.M.Soni

Sita Laxman

Mumbai,

15th May, 2013 Directors


Mar 31, 2012

The Directors present the Annual Report, together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (in Rs)

2011-12 2010-11

Profit/(Loss) before Depreciation, Finance Costs and Taxation 25,35,183 (50,65,314)

Less: Depreciation 50,14,285 51,12,383

Less: Finance Costs 18,68,955 2,905

(Loss) before Tax (43,48,057) (1,01,80,602)

Less: Current Tax - -

(Loss) after Tax (43,48,057) (1,01,80,602)

Balance brought forward from previous year (24,26,04,264) (23,24,23,662)

Balance carried forward (24,69,52,321) (24,26,04,264)

DIVIDEND

In view of losses, your Directors regret their inability to propose any dividend.

OPERATIONS

The Paper plant at Gondia, Maharashtra is not in operation and there was no manufacturing activity during the year under review. The Company continued its trading activity of paper during the year. The total turnover of the Company is Rs 460.37 lacs and has incurred a loss of Rs 43.48 lacs during the year. The loss is on account of depreciation provided during the year.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

Shri O.D.Purohit and Shri D.C.Shrimali, Directors of the Company who retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

None of the Directors is disqualified under Section 274 (1) (g) of the Companies Act, 1956.

AUDITORS

M/s. Vijay Rungta & Co., Chartered Accountants, Mumbai, retire as Auditors of the Company and are eligible for re-appointment. The Company has received a letter from M/s. Vijay Rungta & Co., Chartered Accountants, Mumbai, expressing their willingness and eligibility to act as Statutory Auditors of the Company under Section 224(1B) of the Companies Act, 1956, if appointed.

COST AUDIT

As there was no production during the year 2011-12, no cost audit will be required to carry out.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance along with the requisite Auditors' Certificate is annexed and forms part of this Annual Report.

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

During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report u/s 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai, as required under Section 383A of the Companies Act, 1956 for the financial year 2011-12 is annexed and forming part of this Annual Report.

STOCKEXCHANGE

The Company's equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2012-13 has been paid.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, on the basis of information placed before them, the Directors state that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made 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, 2012 and of the loss of the Company for the said period;

iii) 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;

iv) the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all government authorities, financial institutions, banks, consultants, solicitors and shareholders of the company.

For and on behalf of the Board of Directors

S.M. Soni

Sita Laxman

Mumbai, 14th May, 2012 Directors


Mar 31, 2011

The Members,

The Directors present the Annual Report, together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

Year ended Previous year ended

31.03.2011 31.03.2010

Rs. Rs.

Profit/(Loss) before Interest, Depreciation and Taxation (50,65,314) (73,70,725)

Less: Interest 2,905 -

Less: Depreciation 51,12,383 1,10,63,151

Less: Impairment loss - 7,79,38,318

(Loss) beforeTax and Extraordinary Items (1,01,80,602) (9,63,72,194)

Extraordinary Items - 26,08,776

(Loss) after Tax (1,01,80,602) (9,89,80,970)

Balance brought forward from previous year (23,24,23,662) (13,34,42,692)

Balance carried forward (24,26,04,264) (23,24,23,662)

DIVIDEND

In view of losses, your Directors regret their inability to propose any dividend.

OPERATIONS

Production at Company's Gondia unit is under suspension due to non availability of required raw materials. The management is making efforts to restart the plant with alternative raw material mix or to make new variety of paper product.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

Shri R. L. Saboo resigned from the Directorship of the Company with effect from 29th September, 2010. The Board places on record its appreciation for the valuable services rendered by Shri R. L. Saboo during his tenure as Director of the Company.

Under Article 196 of the Articles of Association of the Company, Shri Girish Bagri and Smt. Sitalaxmi Narayanan, Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

None of the Directors is disqualified under section 274 (1) (g) of the Companies Act, 1956.

AUDITORS

M/s.Vijay Rungta & Co. .Chartered Accountants, retire as Auditors of the Company and are eligible for re-appointment. The Company has received a letter from M/s.Vijay Rungta & Co., Chartered Accountants expressing their willingness and eligibility to act as Statutory Auditors of the Company under section 224(1 B) of the Companies Act, 1956, if appointed.

COST AUDIT

As there was no production during the year 2010-11, no cost audit is applicable.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance alongwith the requisite Auditors' Certificate is annexed and forms part of this Annual Report.

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

During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report u/s 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, as required under section 383A of the Companies Act, 1956 for the financial year 2010-11 is annexed and forming part of this Annual Report.

STOCK EXCHANGE

The Company's equity shares are listed at Bombay Stock Exchange Ltd. and the Annual Listing Fees for the year 2011-12 has been paid.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, on the basis of information placed before them, the Directors state that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2011 and of the loss of the Company for the said period;

iii) 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;

iv) the annual accounts have been prepared on a going concern basis.

For and on behalf of the Board of Directors

S.M. Soni

Sitalaxmi Narayanan

Directors

Mumbai,May 14,2011

Registered Office:

30, Keshavrao Khadye Marg,

Sant Gadge Maharaj Chowk,

Mumbai -400011


Mar 31, 2010

The Directors present their Annual Report, together with the Audited Accounts for the year ended31-March, 2010.

FINANCIAL RESULTS

Year ended Previous Year ended 31.03.2010 31.03.2009 Rs. Rs.

Profit/(Loss) before Interest, Depreciation and Taxation (73,70,725) (2,21,17,990)

Less: Depreciation 1,10,63,151 1,10,63,151

Less: Impairment Loss 7,79,38,318 -

(Loss) before Tax, Prior Period and Extraordinary Items (9,63,72,194) (3,31,81,141)

Prior Period Expenses - 6,74,371

Extraordinary Items 26,08,776 -

(Loss) before Tax (9,89,80,970) (3,38,55,512)

Less: Provision for Fringe Benefit Tax - 33,150

(Loss) after Tax (9,89,80,970) (3,38,88,662)

Balance brought forward from previous year (13,34,42,692) (9,95,54,030)

Balance carried forward (23,24,23,662) (13,34,42,692)



DIVIDEND

In the absence of profits, your Directors regret their inability to propose any dividend.

OPERATIONS

Production at Companys Gondia unit is under suspension since September, 2006 due to non-availability of required raw materials. The Management is making efforts to get the allocation of industrial bamboo quota from the concerned authorities. The Management is hopeful of getting the allocation of the bamboo quota and re-start the production with new raw material mix i.e. wood based raw material.

IMPAIRMENT OF FIXED ASSETS

During the year, the Management has considered the impairment loss of fixed assets as required under the applicable Accounting Standard (AS - 28 "Impairment of Assets"). The impairment loss of Rs. 779.38 lacs has been provided.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

Under Article 196 of the Articles of Association of the Company, Shri RL.Saboo and Shri D.C.Shrimali, Directors retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

None of the Directors is disqualified under section 274 (1) (g) of the Companies Act, 1956.

AUDITORS th REPORT

In reply to the observations of Auditors in the Annexure to their report for the year 2009-10, the Board of Directors states as follows:

I) With reference to clause 4(e) of Auditors Report -

The production is under suspension due to non- availability of required raw materials and the Management has evaluated that the plant can be used for production of paper with wood based raw materials. The Management has approached the concern authorities of the state government for the allotment of industrial bamboo quota and lease of unused degraded forest land for commercial plantation of bamboos so that there will be regular supply of raw material. We are hopeful for the allotment of the bamboo quota and to re-start the plant. Based on the viability of the plant with wood based raw materials and efforts of the Management, the accounts have been prepared on a going concern basis.

II) With reference to the clause ix(a) of annexure -

The Company is arranging to make the payment of Rs. 18.57 lacs of Sales Tax dues.

III) With reference to the clause x of annexure -

The accumulated losses of the Company have exceeded its Net worth, hence net worth of the Company has been fully eroded at the end of the financial year 2009-2010. The Company has incurred cash losses during the current financial year as well as in the immediately preceding financial year.

Causes for erosion of Net Worth

The Company has been providing depreciation on all fixed assets though there are no production activities since September 2006 and also during the year under review the Company has provided impairment loss of Rs. 779.38 lacs on fixed assets which has increased the loss for the year and resulted in full erosion of the net worth of the Company.

Steps for revival

The Management has evaluated the viability of wood based paper manufacturing and has approached to concerned authorities of the state government for the allotment of industrial bamboo quota and lease of unused degraded forest land for commercial plantation of bamboos so that there will be regular supply of raw material. The Management is hopeful for the allotment of the same and to re-start the plant and efforts are being made to make net worth positive.

IV) With reference to the clause xi of annexure -

The Company is arranging to make the payment of Rs.47.59 lacs of unsecured loan due to a State Financial Institution.

AUDITORS

M/s Vijay Rungta & Co., Chartered Accountants, retire as Auditors of the Company and are eligible for re-appointment. The Company has received a letter from M/s Vijay Rungta & Co., Chartered Accountants expressing their willingness and eligibility to act as Statutory Auditors of the Company under section 224(1 B) of the Companies Act, 1956, if appointed.

COST AUDIT

As there was no production during the year 2009-10, no cost audit will be required to carry out.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance along with the requisite Auditors Certificate is annexed and forms part of this Annual Report.

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

During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report u/s 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, as required under section 383Aof the Companies Act, 1956 for the financial year 2009-10 is annexed and forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, on the basis of information placed before them, the Directors state that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made 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 loss of the Company for the said period;

iii) 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;

iv) the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all government authorities, banks, consultants, solicitors and shareholders of the company.

For and on behalf of the Board of Directors

S.M.Soni R. L. Saboo Mumbai,May21,2010 Directors

Registered Office: 30, Keshavrao Khadye Marg, Sant Gadge Maharaj Chowk, Mumbai-400011





 
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