Directors Report of Aurangabad Paper Mills Ltd.

Mar 31, 2015

THE DIRCETORS HEREBY PRESENT THEIR FORTIETH ANNUAL REPORT TOGETHER WITH THE AUDITED STATEMENT OF ACCOUNT FOR THE year ended March 31st 2015.

FINANCIAL RESULTS:

Particulars Year ended Year ended 31.03.2015 31.03.2014 Rupees Rupees

Loss before providing 86,57,309 10,43,81,881 for interest

Less:

Interest paid / provided 51,18,201 51,78,214

Net Loss for the Year 1,37,75,510 10,95,60,095

Add:

Loss brought forward 1,73,35,888 6,37,90,793 from pervious year

Loss carried to the 18,71,26,398 17,33,50,888 Balance Sheet

OPERATIONS:

The company has come out of the purview of BIFR vide its Order No.95/1998 dated 13th October 2011. However the company has not been able to revive its activities.

The Directors expect to commence some business activity in the company in a short span of time.

DIVIDEND:

Your Directors regret to recommend any dividend on account of the losses incurred by the company during the Financial Year ended on 31st March 2015.

DETAILS OF BOARD MEETINGS

During the year 4 (Four) number of Board Meetings were held details of which are given below:

Date of the Meeting No. of Directors attended the

30/05/2014 3 (Three)

14/08/2014 3 (Three)

14/11/2014 3 (Three)

13/02/2015 3 (Three)

DIRECTORS:

During the period under review Mr. Anil Mittal and Mrs. Seema Mittal were appointed as the Directors of the Company and Mr. Badal Mittal was appointed as the Managing Director of the Company for a period of 5 (Five) years effective from 16th August, 2013 without any remuneration.

Further, Mr. Shankarlal Mittal, who expressed his unwillingness to be appointed as the Director of the Company was not appointed so at the last Annual General Meeting of the Members of the Company.

Mr. Anil Mittal retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment. Your Directors commend the same for your consideration.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 ('the Act') and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return is Annexed as Annexure 1 with this Report.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirements under Clause (c) of sub-Section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

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

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and of the Loss of the Company for that period;

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

d. the Directors have prepared the Annual Accounts on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate commensurate with the operations and size of the Company and those were operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD COMMITTEES:

The Company is in the process of appointing Independent Directors.

The Company's operations are very miniscule and therefore, in the opinion of the Board of Directors, the constitution of the Audit Committee may not be serving its desired purpose.

However, to ensure that commensurate with the size of the operations of the Company, it does not deviate from compliance of the Legal Provisions for Accounting, a separate Committee is formed to monitor the Accounting Policies with the following Directors as its Members viz.:

The details of composition of the Committees of the Board of Directors are as under.

a. AUDIT COMMITTEE

sr. no Name Chairman/ Members

1. Badal Mittal Chairman and Managing Director

2. Anil Mittal Director

VIGIL MECHANISM

Pursuant to the requirement of the Companies Act, 2013 the Company has established Vigil Mechanism to detect fraud and other irregularities, if any.

b. NOMINATION & REMUNERATION COMMITTEE

The Company has constituted the Nomination & Remuneration Committee as required by the provisions of the Companies Act, 2013 comprising the following Directors viz.:

Sr. No. Name Chairman/ Members

1. Anil Mittal Chairman and Director

2. Seema Mittal Director

c. STAKEHOLDERS RELATIONSHIP COMMITTEE

Sr. No. Name Chairman/ Members

1. Seema Mittal Chairman and Director

2. Anil Mittal Director

During the period under review, all the Committees conducted their Meetings on 30th May, 2014, 14th August, 2014, 14th November, 2014 and 13th February, 2015.

SECRETARIAL AUDIT

Pursuant to the provision of the Section 204 of the Companies Act, 2013 and Rules made there under, Mr. Girish G. Paralikar, Practicing Company Secretary, Pune have been appointed as the Secretarial Auditors of the Company. The Report of the Secretarial Auditors is enclosed as Annexure 2 to this Report. The Report which is otherwise self- explanatory has a remark about appointment of the Independent Directors and Key Managerial Personnel (KMP) by the Company.

The Directors would like to state that the Company is in the process of appointing Independent Directors and KMP in compliance with the applicable provisions of Law and Listing Agreement.

PARTICUALRS OF EMPLOYEES

There was no Employee in respect of whom information is required to be disclosed pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended till date.

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

During the period under review the Company has not carried out any activities towards conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo. Therefore the information under this head may be treated as NIL.

LISTING OF SHARES

The Equity Shares of your Company continue to be listed on Bombay Stock Exchange and your Company has paid the Annual Listing Fee for the year 2014-15. The Shares of your Company are brought under the compulsory dematerialization and accordingly, the Company has entered into Agreement with the National Securities Depository Limited (NSDL) and Central Depository Services of India Limited (CDSL).

AUDITORS

At the last Annual General Meeting (AGM) held on Saturday, the 23rd day of August, 2014, M/s Sunil Adavade & Co, Chartered Accountants, Mumbai (Membership Number 109964) have been appointed as the Statutory Auditors of the Company for a period of 3 (Three) years. Ratification of appointment of the Statutory Auditors for further Financial Year is being sought from the Members of the Company at the ensuing AGM.

Further, the Report of the Statutory Auditors along with Notes to Accounts is attached with this Report which is self explanatory in respect of the comments made by them.

DEPOSITS

Neither are there any outstanding deposits nor has the company accepted any deposits during the period under review from public in terms of section 73 and 74 of the companies Act,2013 and Rules made there under.

RISK MANAGEMENT POLICY

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.

This comprises practices relating to the identification, assessment, monitoring and mitigation of strategic, operational and external environmental risk and to minimize adverse effects of it. Our risk Management practices seek to sustain and enhance the long-term competitive advantages of the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

RELATED PARTY TRANSACTIONS

No contracts were entered in to by the Company with any of the Related Parties and the disclosure under this Clause is NIL.

ACKNOWLEDGEMENT

Your Directors are grateful to the Financial Institutions and the Bankers for their continued support and co-operation. Your Directors also wish to place on record their appreciation of/for the services rendered by the Employees at all levels.

On behalf of the Board

Sd/-

Badal Mittal

Chariman & Managing Director

(DIN: 00076143)



Regd.Off: M.I.D.C. Paithan

Dist. Aurangabad:431148

Maharashtra

Date: 29th May 2015

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Mar 31, 2014

Dear Shareholders,

The Directors hereby present their Thirty Nine Annual Report together with the Audited Statement of Accounts for the year ended March 31", 2014.

FINANCIAL RESULTS:

Particulars Year ended Year ended 31.03.2014 31.03.2013 (Rs. in lacs) (Rs. in lacs)

Loss before Providing for Interest 1043.82 53.12

Add : Provision for Interest 51.78 48.88

Net Loss for the year 1095.60 102.00

Add : Loss brought forward from previous year 637.90 535.90

Loss carried to the Balance Sheet 1733.50 637.90

OPERATIONS:

The Company has come out of the purview of BIFR vide its order No. 95 / 1998 dated 13.10.2011. However, the Company has not been able to revive its activities.

During the year under review, the Company conducted Postal Ballot seeking approval from its Members for Sale of its Plant and Machinery and Land situated at MIDC, Paithan, Aurangabad to pay outstanding Government Dues such as Sales Tax Incentives under One Time Settlement and other Statutory Dues as well as some portion of Loans outstanding in its Books availed by it from its Bankers and the Promoters /their relatives.

Accordingly, the Company has sold its Plant and Machinery for a consideration of Rs. 6,00,98,000/- after following due procedure for obtaining bids from prospective buyers which is reflected in its Balance Sheet and Schedules annexed there to and from the sale proceeds thereof, has repaid outstanding liabilities.

DIVIDEND:

Your Directors are unable to recommend any dividend for the year ended 31.03.2014 because of the losses incurred by the Company.

DIRECTORS:

Mr. Parameshwar G. Mittal who was the Managing Director of the Company resigned from the position of Managing Director on 16th August, 2013 due to his ill health. The Board, with grief, states that he expired on 12.09.2013. Your Directors place on record their appreciation for the valuable services rendered by Late Mr. Parameshwar G. Mittal in the working of the Company since its inception.

Mr. Shankarlal G. Mittal will retire by rotation at the ensuing Annual General Meeting and has not offered himself for re-appointment because of his ill health. Your Board does not propose to fill the vacancy caused by and due to the retirement of Mr. Shankarlal G. Mittai.

Your Directors place on record their appreciation for the valuable services rendered by Mr. Shankarlal G. Mittal during his tenure on the Board of the Company since its inception.

Mrs. Seema Mittal and Mr. Anil Mittal were appointed as the Additional Directors of the Company with effect from 10th September, 2013 and 15th November, 2013 respectively to hold office up to the date of the ensuing Annual General Meeting of the Company.

The Company has received notice as per the provisions of Section 160 (1) of the Companies Act, 2013 from a Member proposing the candidature of the aforesaid appointees for their appointment as Directors of the Company. The Members may pass the resolution appointing them as the Directors on the Board of the Company.

Mr. Badal Mittal was appointed by the Board as the Chairman and Managing Director of the Company without any remuneration for a period of five (5) years with effect from 16th August, 2013, subject to approval of the Members of the Company at the ensuing Annual General Meeting. Members may pass the Special Resolution for the appointment of Mr. Badal Mittal as a Chairman and Managing Director of the Company.

DIRECTORS RESPONSIBII ITVSTATEMENT:

Pursuant to the provisions contained in Section 217 (2AA) of the Companies Act, 1956, (the Act) the Directors of your company confirm:

A. That in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable Accounting Standards have been followed and no material departures have been made from the same.

B. That Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2014 and of the loss of the Company for the year ended on that date.

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

D. That the Directors have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE:

Your Company has not constituted Audit Committee pursuant to the provisions of Section 292A of the Companies Act, 1956 since the Company has not been carrying on any business activities.

Pursuant to the provisions of new Companies Act, 2013 and Rules made there under, the Company is in process to constitute the Audit Committee.

PARTICUALRS OF EMPLOYEES:

There was no Employee in respect of whom information is required to be disclosed as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION ANN FORFIRCM FYFHAMNF EARNINGS/OUTGO:

Since the Company has not carried out any activities falling within the purview of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 the information may be treated as NIL.

LISTING OF SHARES:

The Equity Shares of your Company continue to be listed on Bombay Stock Exchange and your Company has paid the Annual Listing fee for the year 2013-14. The shares of your Company are brought under the compulsory dematerialisation and accordingly, the Company has entered into Agreement with the NSDL and CDSL.

AUDITOR'S REPORT:

The Report of the Auditors on the Account is self explanatory and needs no further explanation.

AUDITORS:

The present Auditors of the Company, M/s. Sunil Adavade & Co., Chartered Accountants hold office up to the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

You are requested to appoint the Auditors for the ensuing three financial years commencing from 2014-15 and ending up to 2016-17 as provided by Section 139 of the Companies Act, 2013 and Rules made there under and to fix their remuneration.

ACKNOWLEDGEMENT:

Your Directors are grateful to the Financial Institutions and the Bankers for their continued support and co-operation. Your Directors also wish to place on record their appreciation of the services rendered by the Employees at all levels.

For and on behalf of the Board of Directors

-sd- -sd-

Badal Mittal Anil Mittal

Managing Director Director

(DIN: 00076143) (DIN: 00040337)

Regd. Off: M.I.D.C. Paithan

Dist. Aurangabad: 431 148

Maharashtra

Date: 30th May, 2014

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Mar 31, 2010

The Directors hereby present their Thirty Fifth Annual Report together with the Audited Statement of Accounts for the year ended March 31st, 2010.

Year ended Yearended FINANCIAL RESULTS : 31.03.2010 31.03.2009

(Rs. in lacs) (Rs. in lacs)

Loss before Providing

for Interest 79.32 70.02

Less: Provision for Interest 32.42 27.23

Net Loss for the year 46.90 42.79

Add : Provision for Fringe

Benefit Tax 0 0.18

Total Loss for the year 46.90 42.97

Add : Loss brought forward

from previous year 664.23 621.26

711.13 664.23

OPERATIONS

The Company was declared as a Sick Industrial Company within the meaning ;of Section 3(1 )(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) by the Board for Industrial & Financial Reconstruction (BIFR), ICICI being the Operating Agency. The Company under One Time Settlement with the lenders repaid all payments due to the Financial Institutions and Banks.

DIVIDEND

Your Directors are unable to recommend any dividend for the year ended 31.03.2010 because of the losses.

DIRECTORS

Shri. Shankarlal G. Mittal will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 217 (2AA) of the Companies Act, 1956, the Directors of your company confirm :

A. That in the preparation of the annual accounts, the applicable accounting standard have been followed and no material departures have been made from the same.

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

C. That they have 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 for preventing and detecting fraud and other irregularities.

D. That they have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

Your Company has not constituted Audit Committee pursuant to the provisions of Section 292A of the Companies Act, 1956, since the Company has not been carrying on any business activities.

PARTICULARS OF EMPLOYEES

There was no employee in respect of whom information is required to be disclosed as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

Since the Company has not carried out any activities falling within the purview of Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 the information may be treated as nil.

LISTING OF SHARES

The Equity Shares of your company continue to be listed in Bombay Stock Exchange and your Company has paid the Annual Listing fee for the year 2010-2011. The shares of your company are brought under the compulsory dematerialisation and accordingly, the company has entered into Agreement with the NSDL and CDSL

AUDITORS REPORT

The Report of the Auditors on the Account is self explanatory and needs no explanation.

AUDITORS

The Auditors, M/s. Sunil Adavade & Co., Chartered Accountants will retire on the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. You are requested to appoint the Auditors for the ensuing financial year 2010-2011, and fix their remuneration.

ACKNOWLEDGEMENT

Your Directors are grateful to the Financial Institutions and the Bankers for their continued support and co-operation. Your Directors also wish to place on record their appreciation of the services rendered by the employees at all levels.

For and on behalf of the Board of Directors

Parmeshwar G. Mittal

Managing Director

Badal Mittal

Executive Director

Regd. Off.: M.I.D.C Paithan,

Dist. Aurangabad : 431 148.

Maharashtra

Date :30th August, 2010