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Directors Report of Balkrishna Paper Mills Ltd.

Mar 31, 2018

To The Members of,

Balkrishna Paper Mills Ltd

The Directors have pleasure in presenting the Fifth Annual Report of the Company along with Audited Financial Statements for the Financial year ended 31st March, 2018.

1. FINANCIAL RESULTS:

The summary of the financial performance of the Company for the financial year ended March 31, 2018 compared to the previous year ended March 31, 2017, is given below

(Rs. in Lakhs)

Particulars

2017-18

2016-17

Net Turnover and Other Income

21,104.79

19,096.88

Profit/(Loss) before Depreciation, and Tax

(3,106.71)

(1,397.92)

Less: Depreciation and Amortisation

682.90

577.04

Profit/(loss) before Tax

(3,789.60)

(1,974.96)

Less: Provision for Taxation

Current Tax (MAT)

0.00

0.00

Deferred Tax (Net)

229.17

370.92

Profit after Tax

(4,018.77)

(2,345.88)

Add/(Less):Other Comprehensive Income (net of taxes)

(5.70)

(3.77)

Total Comprehensive Income/ (Expenses) for the year

(4,024.47)

(2,349.65)

Pursuant to the notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1st April, 2017. Financial Statements for the year ended and as at 31st March, 2017 have been restated to confirm with Ind AS.

2. OPERATIONS:

During the year under review, the Gross turnover and other Income of your Company increased to Rs. 21,104.79 Lakhs from Rs. 19,096.88 Lakhs in the previous year. The net Loss after tax stood at Rs. 4,024.47 Lakhs against Loss of Rs. 2349.65 Lakhs in the previous year.

3. DIVIDEND

Your Directors have not recommended any dividend for the financial year under review

4. SHARE CAPITAL:

The paid up Share Capital of the Company as on 31st March, 2018 are as under:

- Equity Share Capital : Rs. 1074 Lakhs

- Preference Share Capital: Rs. 2500 Lakhs

During the year under review, the Company has issued and alloted 25,00,000 - 9% Cumulative Redeemable Preference Shares of Rs. 100/- each aggregating Rs. 25,00,00,000/- on Private Placement basis to Siyaram Silk Mills Limited on 09/08/2017.

The Company has not issued shares with differential voting rights nor granted stock options nor sweet equity. As on 31st March, 2018, none of the Directors of the Company hold convertible instruments in the Company.

5. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

6. MANAGEMENT DISCUSSION AND ANALYSIS

Outlook

This outlook is based on assessment of the current business environment. It may vary due to future economic and other developments, in India and abroad.

Company’s Overview

Your Company is engaged in manufacturing and marketing of quality coated Paper and Paper Boards. During the year under review, significant economic measures were implemented by the Government. After demonetisation, GST was implemented w.e.f. 01-07-2017, one nation, one tax expected yield better results in the long term, however, in the short term, it had a dampening effect on the Indian economy. The result of these were evident as GDP came crashing to three year low at 5.7% in the first quarter of 2017-18. With the change in the tax laws, the procurement of the raw material, i.e., waste paper has become very tough and also cost of the same has gone up along with the other related expenses. In the meantime, due to the bad market condition prevailed we could not increase the realisation rates in line with the expenses. In the export market too, there were teething problems and delay in getting the GST refunds etc. All these factors affected the performance of the Company. The global demand for Paper and Paper Board is increasing. As per AIPIMA Indian Paper market is growing @ around 8% and value added Coated Board @ 15% per annum. The Company is trying to improve its realisation by manufacturing more value added products, in the meanwhile expanding its market base in domestic as well as overseas market. The various products launched by the Company in the export market is giving encouraging results. Company has obtained ‘Authorized Economic Operator-T1 Certificate’ for availing various exports and imports benefits. All these efforts will help the Company to improve its overall performance. Internal Audit and Control

Your Company’s internal systems are adequate and commensurate with the size of operations. These controls ensure that transactions are authorized, recorded and reported on time. They ensure that assets are safeguarded and protected against loss or unauthorized disposal. The Company has appointed external independent internal audit agency to carry out concurrent internal audit at its factories and registered office.

Opportunities threats and Risk

Increasing population, literacy rate, growth in GDP, improvement in manufacturing sector and lifestyle of individuals are expected to account for the growth in the paper industry of India. Many of the existing Paperboard players are increasing their capacity to meet the growing demand. A threat could be due to (a) new competitor; (b) Price wars with competitors; (c) Competitors superiors distributions channels.

Human Resources

The company believes that its ability to put up excellent performances lies in its ability to work as a team. Therefore, it emphasizes on providing equal opportunities to all employees.

The Management persistently promote a culture of employee recognition and motivation. The Company reinforces capabilities through in house & out door training programmes.

Forward Looking Statement

Statements in the Management Discussion and Analysis describing the Company’s objectives, predictions may be “forward looking statements” within the meaning of applicable laws and regulations. The actual results could differ materially from the forward looking statements contained in this document due to certain risks and uncertainties, which include the effect of economic and political conditions in India, Government policies, new regulations that may affect the Company business.

7. CORPORATE GOVERNANCE:

A report on Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015, together with Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid regulations, forms part of the Annual Report.

8. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of directors & key managerial personnel

Shri Shrutisheel Jhanwar, Director, retires by rotation and being eligible, offers himself for re-appointment. Your Directors commend his re-appointment.

During the year, Shri Sachindra Nath Chaturvedi, ceased to be Director from the Board of Directors of the Company with effect from 13th October, 2017, as he has incurred disqualification under Section 164(2) of the Companies Act, 2013 and he has vacated his office under Section 167 of the Companies Act, 2013. The Board of Directors placed on record their gratitude and appreciation for immense contribution made by him during his tenure as Director of the Company.

Shri Ramanlal B. Golecha, on the recommendation of the Nomination and Remuneration Committee, was appointed as an Additional Director by the Board w.e.f. 20th November, 2017 and who holds office up to the date of ensuing Annual General Meeting (AGM). Shri Ramanlal B. Golecha is eligible to be appointed as an Independent Director. It is proposed to appoint Shri Ramanlal B. Golecha as an Independent Director, not liable to retire by rotation, for a period of five years from date of appointment.

The Board of Directors on the recommendation of Nomination and Remuneration Committee has approved the re-appointment and remuneration of Shri Anurag Poddar, Chairman and Managing Director, Shri Ankit Poddar, Executive Director and Shri Shrutisheel Jhanwar, Whole time Director & Chief Financial Officer for a further period of 3 years with effect from 11th February, 2018, subject to approval of shareholders. Necessary resolutions have been put up in the Notice of ensuing AGM for approval of the members. Your Directors commend their re-appointment.

Brief particulars of Directors being appointed/re-appointed as required by the SEBI (LODR) Regulations, 2015 and Secretarial Standards on General Meetings are provided in the Annexure to the notice convening the AGM of the Company declarations by independent directors:

The Company has received declarations from all the

Independent Directors under Section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulation.

9. NOMINATION AND REMUNERATION COMMITTEE:

The composition, role, terms of reference as well as powers of the Nomination and Remuneration Committee of the Company meets the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015.

Composition :

The Committee comprises of 3 Independent Directors.

The composition of the Nomination and Remuneration Committee, category of members, their attendance at the Committee Meetings held during the year under review is given in the table below:

Sr. No.

Name of the Director

Category

Number of Meetings *

Held

Attended

1

Shri Ramanlal B. Golecha#

Independent Director

2

1

2

Shri Harish N. Motiwalla

Independent Director

2

2

3

Shri Rakesh N. Garodia

Independent Director

2

2

4

Shri Sachindra Nath Chaturvedi$

Independent Director

2

Nil

* During the year the committee met 2 times on following dates i.e. 20.11.2017 and 30.01.2018.

# Appointed as an Independent Director w.e.f. November 20, 2017

$ Shri Sachindra Nath Chaturvedi, being disqualified under Section 164(2) of the Companies Act, 2013, has vacated his office as a director of the Company w.e.f 13th October, 2017 under Section 167 of the Companies Act, 2013. Remuneration Policy:

The Company has devised the Nomination and Remuneration Policy for the selection, appointment and remuneration of the whole time Directors, Key Managerial Personnel and Senior Management Personnel. The extract of Nomination and Remuneration Policy is provided in the Corporate Governance Report and forms part of this Annual Report. Company’s Policy on appointment and remuneration of Directors.

Appointment of Independent Directors.

All Independent Directors of the Company are appointed for a term of 5 years. Accordingly, the Independent Directors viz. Shri Harish N. Motiwalla, Shri Rakesh N. Garodia and Smt. Meghna S. Shah hold office up to 10th February, 2020 and Shri Ramanlal B. Golecha upto 19th November, 2022.

Criteria for appointment of Independent Directors.

The Independent Directors shall be of high integrity with relevant experience and expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management, so as to have a diverse Board.

Performance Evaluation.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors, the Board as a whole. Evaluation of performance is undertaken annually. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors at a separately convened meeting at which the performance of the Board as a whole was also evaluated. The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Company has implemented a system of evaluation on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Directors expressed their satisfaction with the evaluation process.

Remuneration of Non-Executive Directors : The Nonexecutive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in Board/Committee meetings and commission, if any, after approval of the members.

10. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, your Directors to the best of their knowledge hereby confirm that:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures,

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the Profit of the Company for that year under review;

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

d. that the Directors have prepared the accounts for the financial year on going concern basis;

e. the Directors have laid down internal financial controls, which are adequate and were operating effectively;

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

11. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

The Board of Directors met 5 times during the year on the following dates in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

May 15, 2017, May 27, 2017, September 14, 2017, and November 20, 2017 and January 30, 2018.

COMMITTEES OF THE BOARD:

The Board has the following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Share transfer Committee.

The details of these Committees alongwith their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

12. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return in Form No. MGT - 9 for the financial year ended 31st March 2018 made under the provisions of Section 92(3) of the Act is attached as Annexure I which forms part of this Report.

13. FIXED DEPOSITS

During the year under review, your Company has not accepted any fixed deposits and there were no unclaimed deposits or interest thereon as on 31st March, 2018.

14. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

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

15. VIGIL MECHANISMWHISTLE BLOWER POLICY:

The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Policy are given in the Corporate Governance Report and the policy is posted on the Company’s website: www.bpml.in.

16. RELATED PARTY TRANSACTIONS:

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

All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The transactions entered into with related parties are reviewed on a quarterly basis by the Audit Committee.

The policy on Related Party Transactions as approved by the Audit Committee and Board is uploaded on the Company’s website at the link www.bpml.in.

The details of the transactions with Related Parties to be provided in Form AOC-2 is annexed herewith as Annexure-II.

Members can refer to Note No. 39 to the Financial Statements which set out related party disclosures.

17. RISK MANAGEMENT FRAMEWORK:

The Board of Directors of the Company has Risk Management Framework to avoid events, situations or circumstances which may lead to negative consequences on the Company’s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions.

18. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

19. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the year under review, there were no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

20. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

There were no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

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

The particulars as required under the provisions of Section134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure - IV which forms part of this Report

22. AUDITORS

The matters related to Auditors and their Reports are as under:

A. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2018:

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2018 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Further, there were no adverse remarks or qualifications of reservations in the audit report submitted by auditors.

b. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors have appointed M/s. K. G. Goyal & Associate, Cost Accountants, as a cost auditor of the Company for the Financial Year 2018-19.

The remuneration to be paid to Cost auditors require ratification by the shareholders and accordingly necessary resolution for ratification for seeking approval of members is included in Notice of ensuing AGM.

c. SECRETARIAL AUDITORS.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. J. H. Fatehchandka & Co., Company Secretaries in Practice to undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure - III.

23. INDUSTRIAL RELATIONS:

Industrial relations with staff and workmen during the year under review continued to be cordial.

24. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has formulated and implemented a policy of prevention of sexual harassment at the workplace with mechanism of loading/redressal complaints. During the year under review, there were no complaints reported to the Board.

25. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The information required pursuant to Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request in terms of section 196 of the Act, the Report is being sent to all the shareholders of the Company and other entitled thereto, excluding the information particulars of which is available for inspection by the Members at the Registered office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. Members interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

26. INSURANCE

All the properties/assets including buildings, furniture/ fixtures, and insurable interests of the Company are adequately insured.

27. ACKNOWLEDGMENT

Your Directors take this opportunity to thank the Customers, Suppliers, Shareholders, Bankers, Dealers, Agents, Employees and Government and Semi-Government Authorities for their consistent support and encouragement to the Company.

For and on behalf of the Board of Directors

Anurag P. Poddar

Chairman & Managing Director

Date: 16th May 2018.

Place: Mumbai


Mar 31, 2016

Dear Shareholders,

Nirvikara Paper Mills Ltd

The directors have pleasure in presenting their Third Annual Report together with the Audited Statements of accounts for the Financial Year ended 31st March, 2016.

1. financial statements & results:

a. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY (STANDALONE)

FINANCIAL RESULTS:

(Rs. in crore)

Particulars

Current Year ended 31.03.2016

Previous Year ended 31.03.2015

Gross Turnover and Other Income

168.02

21.09

Less: Excise Duty Recovered on Sales

9.31

1.31

Net Turnover and Other Income

158.71

19.78

Gross Profit/(Loss)

(13.14)

(2.50)

Less: Depreciation and Amortization

3.66

0.54

Exceptional item

43.70

0.00

Profit/(loss) before Tax

26.90

(3.04)

Less: Provision for Taxation

-

-

Current Tax (MAT)

5.95

0.00

Deferred Tax (Net)

4.47

0.06

Profit after Tax

16.48

(3.10)

Balance brought forward from last year

(3.10)

(0.003)

Income tax of earlier year

(.06)

-

PROFIT AVAILABLE FOR APPROPRIATIONS:

13.44

(3.10)

APPROPRIATIONS:

Proposed Dividend (including Tax on Dividend)

0.00

0.00

Balance Carried Forward to Balance Sheet

13.44

(3.10)

b. OPERATIONS:

During the year under review, the Gross turnover and other Income of your Company increased to Rs. 168.02 Crore from Rs. 21.09 Crore in the previous year. The net profit after tax stood at Rs. 16.48 Crore against loss of Rs. 3.10 Crore in the previous year.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, your company has disinvested entire shareholding in its wholly owned subsidiary, Balkrishna Synthetics Limited by way of sale, transfer or disposal of the entire shareholding of the company for an aggregate consideration of Rs. 44.70 Crores to Siyaram Silk Mills Ltd. A Statement of Performance of the subsidiary up to the period 20th December, 2016 is attached as Annexure - I.

d. DIVIDEND

Your Directors have not recommended any dividend for the financial year under review.

e. SHARE CAPITAL:

The paid up Share Capital of the Company as on 31st March, 2016 was Rs. 10.74 Crore. As on 31st March, 2016, none of the Directors of the Company hold convertible instruments.

f. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

g. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. There were no unclaimed deposits or interest thereon as on 31st March, 2016. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

h. BRIEF DESCRIPTION OF THE COMPANY WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIR

The Company is engaged in manufacturing of "Coated Duplex Boards" segment. The applications of the Coated Boards are well diversified and ever expanding. This segment of the industry has witnessed a healthy growth over the past decade and is expected to continue to grow annually at a rate approximately 9%

The production for the year under review was 50844 MT and sales was 51475 M.T.

i. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Except disinvestment of its entire shareholding of its subsidiary company to Siyaram Silk Mills Ltd., no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report. j. INTERNAL CONTROL SYSTEM

Your company has adequate system of internal control to ensure that all the assets are safeguarded and are productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorized, correctly recorded and properly reported.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

k. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR

courts or tribunal

During the year under review, there were no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

l. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

During the year under review, there are no loans, guarantees, investments and securities provided by the Company.

m. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

n. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

o. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

p. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

q. CORPORATE GOVERNANCE:

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange(s)/ SEBI (LODR) Regulations, 2015 forms part of the Annual Report.

Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Para forms part of the Annual Report.

r. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2016 made under the provisions of Section 92(3) of the Act is attached as Annexure II which forms part of this Report. s. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were in the ordinary course of business and were on an arm''s length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large except disinvestment of subsidiary company, Balkrishna Synthetics Limited to Siyaram Silk Mills Limited.

All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The transactions entered into with related parties are reviewed on a quarterly basis by the Audit Committee.

The policy on Related Party Transactions as approved by the Audit Committee and Board is uploaded on the Company''s website at the link www.npml.in, under the head Investor relations.

The details of the transactions with Related Parties to be provided in Form AOC-2 is annexed herewith as Annexure-III.

Members can refer to Note No. 38 to the Financial Statements which set out related party disclosures.

t. INDUSTRIAL RELATIONS:

Industrial relations with staff and workmen during the year under review continued to be cordial.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri Ankit P. Poddar, Executive Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

Shri Om Prakash Singh was appointed as Company Secretary & Compliance officer and Key Managerial personnel w.e.f. October 15, 2015.

Shri. Rajesh A Solanki resigned as Company Secretary and Compliance Officer effective from September. 22, 2015.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

The Board of Directors met 4 times during the year on the following dates in accordance with the provisions of the Companies Act, 2013 and rules made there under.

June 8, 2015, August 7, 2015, November 5, 2015, and February 6, 2016.

b. DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2016, the Board of Directors hereby confirms 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. such accounting policies have been selected and 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 31st March, 2016 and of the Profit of the Company for that year;

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

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

c. NOMINATION AND REMUNERATION COMMITTEE:

The composition, role, terms of reference as well as powers of the Nomination and Remuneration Committee of the Company meets the requirements of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement/ Regulation 19 of the SEBI (LODR) Regulations, 2015. Composition :

The Committee comprises of 3 Independent Directors.

The composition of the Nomination and Remuneration Committee, category of members, their attendance at the Committee Meetings held during the year under review is given in the table below:

Sr. No.

Name of the Director

Category

Number of Meetings *

Held

Attended

1

Shri Sachindra Nath Chaturvedi (Chairman)

Independent Director

-

-

2

Shri Harish N. Motiwalla

Independent Director

-

-

3

Shri Rakesh Kumar Garodia

Independent Director

-

-

* During the year no meeting was held.

Remuneration Policy:

The Company follows a policy on remuneration of Directors and Senior Management Employees as enumerated below: Remuneration of Non-Executive Directors : The Nonexecutive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in Board/Committee meetings and commission, if any, after approval of the members.

Remuneration of Chairman/Managing Director/ Whole Time Directors:

1) At the time of appointment or re-appointment of the Managing Director & CEO/ Whole Time Directors, such remuneration shall be paid as may be mutually agreed between the company (which includes the Nomination and Remuneration Committee and the Board of Directors) and the Chairman & Managing Director / Whole-time Directors within the overall limits prescribed under the Companies Act,2013.

2) The remuneration shall be subject to the approval of the Members of the Company in General Meeting.

3) The remuneration of the Managing Director & CEO/ Whole-time Director are broadly divided into Salary, Allowances, perquisites, amenities, retirement benefits and commission ( subject to availability of profits).

4) In determining the remuneration the Nomination and Remuneration Committee shall ensure/consider the following:-

a. The relationship of remuneration and performance benchmark is clear.

b. Responsibility required to be shouldered by the Chairman & Managing Directors & Whole-time Director, the industry benchmarks and the current trends.

c. The company''s performance vis-a-vis the annual budget achievement and individual performance vis-a-vis the KRAs/KPIs.

Remuneration of Senior Management Employees:

1. In determining of Senior Management employees i.e. KMPs, the Nomination and Remuneration Committee shall ensure/consider the following:

a. The relationship and performance benchmark is clear.

b. The remuneration including annual increment is decided based on the critically of the roles and responsibilities the Company''s performance vis-a-vis the annual budget achievement, individual performance vis-a-vis KRAs/ KPIs industry benchmark and current compensation trends in the market.

d. AUDIT Committee:

The composition of Audit Committee has been detailed in the Corporate Governance Report.

e. VIGIL MEACHAM’S POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Whistle Blower Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Policy is uploaded on Company''s website at www.npml.in

f. RISK MANAGEMENT FRAMEWORK:

The Board of Directors of the Company has Risk Management Framework to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions.

g. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The information required pursuant to Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request in terms of section 196 of the Act, the Report is being sent to all the shareholders of the Company and other entitled thereto, excluding the information particulars of which is available for inspection by the Members at the Corporate office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Members interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

h. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:

None of the managerial personnel i.e. Managing Director and Whole time Directors of the Company are in receipt of remuneration/commission from the Holding or Subsidiary Company of the Company.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2016:

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2016 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Further, there were no adverse remarks or qualifications of reservations in the audit report submitted by auditors.

b. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors have appointed Shri R. S. Raghavan, Cost Accountants as the Cost Auditors of the Company for the financial year 2016-17.

The remuneration to be paid to Cost auditors require ratification by the shareholders and accordingly necessary resolution for ratification for seeking approval of members is included in Notice of ensuing AGM.

c. Secretarial Auditors.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. J. H. Fatehchandka & Co., Company Secretaries in Practice to undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure - IV.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure - V which forms part of this Report

6. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant o Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is annexed to this Report.

7. INSURANCE

All the properties/assets including buildings, furniture’s/ fixtures, etc. and insurable interests of the Company are adequately insured.

8. ACKNOWLEDGMENT

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board of Directors

Anurag Poddar

Chairman & Managing Director

Date: May 07, 2016.

Place: Mumbai


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Second Annual Report and the Audited Accounts for the financial year ended March 31, 2015.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY (STANDALONE)

financial results: (Rs. in Crores)

Particulars Current Year Previous Year ended ended 31.03.15 31.03.14*

Gross Turnover and Other Income 21.09 -

Less: Excise Duty Recovered on Sales 1.31 -

Net Turnover and Other Income 19.78 -

Gross Profit/(Loss) (2.50) (0.003)

Less: Depreciation and Amortisation 0.54 -

Profit/(loss) before Tax (3.04) (0.003)

Less: Provision for Taxation

Current Tax (MAT) - -

Deferred Tax (Net) 0.06 -

Profit / (Loss) after Tax (3.10) (0.003)

Balance brought forward from last (0.003) - year

PROFIT AVAILABLE FOR APPROPRIATIONS : (3.10) (0.003)

APPROPRIATIONS:

Proposed Dividend (including Tax on Dividend) 0.00 0.00

Balance Carried Forward to Balance Sheet (3.10) (0.003)

* During Financial Year 2013-14 there was no Business activity in the company

b. OPERATIONS:

In terms with the approval of scheme of Arrangement between Balkrishna Paper Mills Limited ("BPML"), Balkrishna Industries Limited ("BIL") and Nirvikara Paper Mills Limited ("NPML") by Bombay High Court on 19.12.2014 and effective from 10.02.2015, business of Paper Board manufacturing transferred to the Company.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, Balkrishna Synthetics Limited ("BSL") was transferred as wholly own subsidiary by way of scheme of Arrangement to the Company.

The performance and financial position of BSL for the year ended 31st March 2015 is attached and marked as Annexure I and forms part of this Report.

d. DIVIDEND

Considering the loss incurred in the current financial year, your Directors have not recommended any dividend for the financial year under review.

e. TRANSFER TO RESERVES:

In view of loss incurred during the year under review, the Board of Directors has not recommended transfer of any amount to reserves.

f. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

g. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

h. BRIEF DESCRIPTION OF THE COMPANY WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR

The Company is engaged in manufacturing of "Coated Duplex Boards". The end uses of the products of the Company, after the same is printed/converted by independent converters, are highly diversified and some typical applications are in Pharmaceuticals, Toiletries, Cosmetics and Health Care products, readymade Garments, Instant Food Products, Match Boxes, FMCG Segments, Agarbatty segments, Cigarette packing, wedding cards, besides many other packaging requirements. The applications of the Coated Boards are well diversified and ever expanding. This segment of the industry has witnessed a healthy growth over the past decade and is expected to continue to grow annually at a rate approximately 9%.

The production for the year under review was 6539 MT and the Sales and Other related income including interest for the year under review was at Rs. 19.78 Crores. The Gross Loss for the year is Rs. 3.04Crores and the Loss after tax is at Rs. 3.10 Crores.

i. TRANSFER OF BUSINESS :

No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

j. INTERNAL CONTROL SYSTEM

Your company has adequate system of internal control to ensure that all the assets are safeguarded and are productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorised, correctly recorded and properly reported.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

k. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

Except order of Bombay High Court on scheme of Arrangement, no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

i. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All related party transactions are at arm's length basis.

The details of transactions/contracts/arrangements entered by the Company with related party(ies) as defined under the Companies Act, 2013, during the financial year under review, are furnished in notes to accounts.

m. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

During the year under review, there are no loans, guarantees, investments and securities provided by the Company.

n. SHARE WITH DIFFERENTIAL RIGHTS :

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

o. SWEAT EQUITY SHARES :

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

p. EMPLOYEES STOCK OPTION SCHEME :

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

q. INDUSTRIAL RELATIONS :

Industrial Relations with staff and workmen during the year under review continued to be cordial.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Following are change in Directorship and Key Managerial Personnel of the Company during the year under review.

Shri Anurag Poddar (DIN: 00599143) was appointed as Chairman & Managing Director of the Company with effect from February 11, 2015, by Special Resolution.

Shri Ankit Poddar (DIN: 03521731) was appointed as Executive Director of the Company with effect from February 11, 2015, by Special Resolution.

Shri Shrutisheel Jhanwar (DIN: 03582803) was appointed as Whole-time Director of the Company with effect from February 11, 2015, by Special Resolution.

Shri Sachin Nath Chaturvedi (DIN: 00553459) was appointment as an Additional/Independent Director of the Company with effect from February 11, 2015 to hold office till ensuing Annual General Meeting. The term of appointment is for five years and he is not liable to retire by rotation.

Shri Harish N. Motiwalla (DIN: 00029835) was appointment as an Additional/Independent Director the Company with effect from February 11, 2015 to hold office till ensuing Annual General Meeting.The term of appointment is for five years and he is not liable to retire by rotation.

Shri Rakesh Kumar Garodia (DIN: 00143438) was appointment as an Additional/Independent Director of the Company with effect from February 11, 2015 to hold office till ensuing Annual General Meeting. The term of appointment is for five years and he is not liable to retire by rotation.

Smt. Meghna S. Shah (DIN: 07081068) was appointment as an Additional/Independent Director of the Company with effect from February 11, 2015 to hold office till ensuing Annual General Meeting. The term of appointment is for five years and she is not liable to retire by rotation.

Shri Shrutisheel Jhanwar (DIN: 03582803) retired by rotation an offer himself for re-appointment.

Your Directors have pleasure in recommending their appointment.

Shri Arvind Kumar Poddar (DIN: 00089984) resigned as Director of the Company effective February 11, 2015.

Smt. Vijayalaxmi Poddar (DIN: 00160484) resigned as Director of the Company effective February 11, 2015.

Shri Rajiv Arvind Poddar (DIN:00160758) resigned as Director of the Company effective February 11, 2015.

The Board places on record its sincere appreciation for the valuable support rendered by them during their tenure. Following are the change in Key Managerial Personnel of the Company during the year under review.

Shri Rajesh A. Solanki was appointed as Company Secretary & Compliance officer and Key Managerial personnel w.e.f. February 11, 2015

Shri Shrutisheel Jhanwar appointed as Chief Financial Officer and Key Managerial personnel w.e.f. February 11, 2015

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS:

The Board of Directors met 5 times during the year on the following dates in accordance with the provisions of the Companies Act, 2013 and rules made thereunder viz May 8, 2014, August 2, 2014, November 13, 2014, December 12, 2014 and February 11, 2015.

b. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2015, the Board of Directors hereby confirms 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. such accounting policies have been selected and 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 31st March, 2015 and of the loss of the Company for that year;

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

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down by Directors, which are adequate and were operating effectively;

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

c. NOMINATION AND REMUNERATION COMMITTEE:

The composition, role, terms of reference as well as powers of the Nomination and Remuneration Committee of the Company meets the requirements of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Composition :

The Committee comprises of 3 Independent Directors.

The composition of the Nomination and Remuneration Committee, category of members, their attendance at the Committee Meetings held during the year under review is given in the table below:

Sr. Name of the Director Category Number of No. Meetings *

Held Attended

1 Shri Sachin Nath Chaturvedi (Chairman) Independent Director 1 0

2 Shri Harish N. Motiwalla Independent Director 1 1

3 Shri Rakesh Kumar Garodia Independent Director 1 1

* During the year 1 meeting held on February 11, 2015. Remuneration Policy:

The Company follows a policy on remuneration of Directors and Senior Management Employees as enumerated below: Remuneration of Non Executive Directors : The Non Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board/ Committee meetings and commission, if any, after approval of the members.

Remuneration of Chairman /Managing Director / Whole Time Directors.

1. At the time of appointment or re-appointment of the Managing Director & CEO/ Whole Time Directors, such remuneration shall be paid as may be mutually agreed between the Company (which includes the Nomination and Remuneration Committee and the Board of Directors) and the Chairman / Managing Director / Whole Time Directors within the overall limits prescribed under the Companies Act, 2013.

2. The remuneration shall be subject to the approval of the Members of the Company in General Meeting

3. The remuneration of the Managing Director & CEO/ Whole Time Directors is broadly divided into Salary, Allowances, perquisites, amenities, retirement benefits and commission (subject to availability of profits).

4. In determining the remuneration the Nomination and Remuneration Committee shall ensure / consider the following :-

a. The relationship of remuneration and performance benchmark is clear.

b. Responsibility required to be shouldered by the Chairman/Managing Director/ Whole Time Directors, the industry benchmarks and the current trends.

c.the company's performance vis-a-vis the annual budget achievement and individual performance vis-a-vis the KRAs/KPIs.

Remuneration of Senior Management Employees:

1. In determining the remuneration of the Senior Management employees i.e. KMPs, the Nomination and Remuneration Committee shall ensure/ consider the following :

a. The relationship of remuneration and performance benchmark is clear.

b. The remuneration including annual increment is decided based on the criticality of the roles and responsibilities the Company's performance vis-a-vis the annual budget achievement, individual perfor-mance vis-a-vis KRAs/ KPIs industry benchmark and current compensation trends in the market.

d. AUDIT COMMITTEE:

The composition, role, terms of reference as well as powers of Audit Committee of the Company meet the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Composition:

The Committee comprises 3 Independent Directors and 1 Whole time Director.

The composition of the Audit Committee, category of members, their attendance at the Committee Meetings held during the year under review is given in the table below:

Sr. Name of the Director Category Number of No. Meetings *

Held Attended

1 Shri Sachin Nath Independent Director 0 0 Chaturvedi (Chairman)

2 Shri Harish N. Motiwalla Independent Director 0 0

3 Shri Rakesh Kumar Garodia Independent Director 0 0

4 Shri Shrutisheel Jhanwar Whole-time Director 0 0

* Committee was formed on 11.02.2015. No meeting held during 2014-15.

Shri Rajesh A Solanki, Company Secretary is the Secretary acts as of the Audit Committee.

e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Whistle Blower Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimisation on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

The Policy is uploaded on the company's website at www.npml.in

f. RISK MANAGEMENT FRAMEWORK:

The Board of Directors of the Company has Risk Management Framework to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions.

g. PARTICULARS OF EMPLOYEES :

The information required pursuant to Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request in terms of section 136 of the Act, the Report is being sent to all the shareholders of the Company and other entitled thereto, excluding the information particulars of which is available for inspection by the Members at the Corporate office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. Members interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

h. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:

None of the managerial personnel i.e. Managing Director and Whole time Directors of the Company are in receipt of remuneration/commission from the Holding or Subsidiary Company of the Company.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2015:

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Further, there were no adverse remarks or qualifications of reservations in the audit report submitted by auditors.

b. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors have appointed Shri R Srinivasa Raghavan, Cost Accountants as the Cost Auditors of the Company for the financial year 2015-16. The remuneration to be paid to Cost auditors require ratification by the shareholders and accordingly necessary resolution for ratification for seeking approval of members is included in Notice of ensuing AGM.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure II which forms part of this Report.

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure - III which forms part of this Report.

6. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board of Directors

Place: Mumbai Anurag Poddar Date: 8th June, 2015 Chairman & Managing Director

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