Directors Report of Malu Paper Mills Ltd.

Mar 31, 2018

The Directors have pleasure in presenting the 25 th Annual Report for the year ended 31st March 2018 along with the Audited Statement of Accounts with the Report of the Auditors thereon:

FINANCIAL RESULTS

(Rs. In Lakhs)

	FY 2017-2018	FY 2016-2017*
Sales & Other Incomes	283,22.31	251,81.42
Profit Before Interest & Depreciation	19,05.72	23,48.54
Less: Financial Charges	12,00.49	14,50.17
Profit Before Depreciation	7,05.22	8,98.37
Less: Depreciation	4,80.35	4,79.91
Less: Provision For Tax	78.90	1,29.47
Profit/ (Loss) After Tax	1,45.97	2,88.99

* Previous year figures have been regrouped in accordance with Indian Accounting Standard (Ind-AS).

REVIEW OF OPERATIONS

Your company has posted another year of profitable results considering the challenges faced by it in the last financial year. For the year under review the Company recorded total income of Rs.283,22.31 Lakhs and booked profit before tax of Rs. 224.88 Lakhs.During the year the slow pace of demand continued and towards the end of the financial year the demand had started to improve as forecasted earlier.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute CSR Committee as per the provisions of Section 135 (1) of the Companies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. However, your company has always discharged its social responsibility as a part of its corporate governance philosophy. The company has lend helping hand by taking up health check up camps, drinking water supply, tree plantations in the plant premises and in the vicinity of its plant.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year under review.

DETAILS OF DIRECTOR / KEY MANAGERIAL PERSONNEL APPOINTED/ RETIRED DURING THE YEAR

Shri Damodarlal Malu (DIN 00301120) and Shri Vasudeo Malu (DIN 00301313), Directors retire by rotation at the ensuing annual general meeting and being eligible offers themselves for re-appointment.

DECLARATION BY DIRECTORS

The Company has received declaration from all the Independent Directors under section 149(7) of the Companies Act, 2013 in respect of meeting the criteria of independence provided under section 149(6) of the said Act.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Director’s confirm that:

1 In the preparation of the annual accounts, the applicable accounting standards have been followed.

2 The Directors had selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as on 31st March 2018 and of the profit of the company for that period.

3 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.

4 The annual accounts have been prepared on a going concern basis.

5 The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6 The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and these were adequate and operating effectively.

LISTING OF SHARES

Equity Shares of Company are listed on The Stock Exchange, Mumbai (BSE) and The National Stock Exchange (NSE). The Company has duly paid listing fees to stock exchanges.

DIRECTORS’ REMUNERATION

Remuneration Policy

1) Remuneration to Managing/Whole- time / Executive /Managing Director, KMP and senior Management Personnel:

a) The Remuneration / Commission etc. to be Paid to Managing Director/ Joint Managing Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director.

2) Remuneration to Non- Executive / Independent Director:

a) The Non- Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under section 197(5) of the companies Act, 2013) shall be subject to ceiling / limits as proved under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or Shareholders, as the case may be.

c) An Independent Director shall not be eligible to get stock options and also shall not be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purpose of clause (b) above if the following conditions are satisfied:

i) The Services are rendered by such Director in his capacity as the professional; and

ii) In the opinion of the committee, the director possesses the requisite qualification for the practice of that profession.

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and senior Management shall consist of fixed pay and may include incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with Company’s policy.

b) The Fixed pay shall include monthly remuneration, employer’s contribution to Provident Fund, contribution too pension fund, pension schemes, etc. as decided from to time.

c) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

PARTICULARS OF EMPLOYEES

None of the employee, including Key Managerial Personnel, was drawing in excess of the limits prescribed by Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees Rules, 1975, which needs to be disclosed in the director’s report.

RISK MANAGEMENT

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism etc. and other risks which considered necessary by the management. The management has taken adequate steps to protect its assets and safeguard the interest of the company.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors met Six (06) times during the year and the details thereof were mentioned in the Report of Corporate Governance forming part of this Annual Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN OR SECURITY PROVIDED

The loans given, investments made or guarantee given or security provided by the Company are same as mentioned in notes to the Financial Statements.

RELATED PARTY DISCLOSURES

The details of related party disclosures and transactions are given in Notes 27 of financial statements. All contracts/ arrangements/ transactions entered by the company during the financial year with related parties were in the ordinary course of business and on arm’s length basis and are approved by in the Board Meeting held on 22/05/2017.

AUDIT COMMITTEE

As per the provisions of the Listing Regulations and pursuant to Section 177 of the Companies Act, 2013, the Audit committee constituted to review compliances with internal control systems and other various functions of the Company. FCA Shrutika Inani, Independent Director was the Chairman of the Audit Committee.

AUDITORS REPORT

The notes to the accounts to the comments made by the Auditors in their Report are self -explanatory. The Auditors’ report does not contain any qualification, reservation or adverse remark.

The Auditors of the Company have not reported any fraud as specified under the section 143(12) of the Companies Act, 2013.

AUDITORS

M/s. R. A Kuvadia & Co., Chartered Accountants, Mumbai, the Auditors of the company, will retire at ensuing Annual General Meeting and being eligible, offer themselves for reappointment. In terms of provisions of section 139 of the Companies Act, 2013 M/s. R. A Kuvadia & Co., Chartered Accountants have furnished a certificate that their appointment, if made, will be within the limits prescribed under the said section of the Act. As required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

CORPORATE GOVERNANCE

Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 a report on Corporate Governance is made a part of the Annual Report.

COST AUDITOR’S

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors had appointed M/s. Khanuja Patra & Associates, Cost Accountants, as Cost Auditors of the Company for conducting the audit of Cost records for the financial year ended on 31st March 2018. The audit is in process and report will be filed within prescribed period.

BOARD EVALUATION

Criteria for performance evaluation of its Directors as required by the Listing Agreement and SEBI (Listing Obligations of Disclosure Requirements) Regulations, 2015 are attending Board/committee meetings; going through the agenda papers and providing inputs in the meeting of Board/committees; guidance to the company from time to time on the various issues; discharge of duties as per the Companies Act, 2013 and compliance to the other requirements of the said Act.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per the provisions of Section 177(9) of the Companies Act 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The same has been uploaded on company’s website at www.malupaper.com

FAMILIARIZATION POLICY

Pursuant to Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has framed a policy to familiarize the Independent Directors about the Company. The Policy is available on the website of the company.

SECRETARIAL AUDIT

The Secretarial Audit issued by Practicing Company Secretary is being attached with the Directors report as Annexure A which is self explanatory.

ABSTRACT OF THE ANNUAL RETURN

The Abstract of the Annual Return for the year 31st March 2018 being attached with the Directors Report as Annexure B.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under the Companies Act, 2013, read with the Companies (Accounts) Rules 2014 is given as per ‘Annexure C’ and forms part of the Directors’ Report.

As regards disclosure of particulars relating to conservation of energy, great emphasis has been given for reduction of energy consumption to reduce cost per unit of goods. Details are attached herewith as per ‘Annexure C’.

The Company imports some portion of its raw material requirement. The foreign exchange earnings and outgo are as mentioned in the reports of the auditor of the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to Bankers, Customers, Business Associates for the co-operation and support and to the Shareholders, dealers and suppliers, staff and workers for their contribution to the company’s growth.

Place: Nagpur By Order of Board of Directors

Date: 09/08/2018

Punamchand Malu Banwarilal Malu

Managing Director Jt. Managing Director

(DIN:00301030) (DIN:00301297)

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Mar 31, 2016

The Directors have pleasure in presenting the 23^rd Annual Report for the year ended 31st March 2016 along with the Audited Statement of Accounts with the Report of the Auditors thereon:

FINANCIAL RESULTS:

(Rs. In Lacs)

	2015-2016	2014-2015
Sales & Other Incomes	23001.31	23109.22
Profit Before Interest & Depreciation	2317.26	2292.23
Less: Financial Charges	1563.01	1557.52
Profit Before Depreciation	754.25	734.71
Less: Depreciation	470.53	461.40
Less: Provisional For Tax	88.40	86.03
Profit/(Loss) After Tax	195.32	187.28

REVIEW OF OPERATIONS

During the year under review the performance of the company is quite satisfactory. The has achieved the Net Sales of Rs.22775.78 Lacs and booked the net profit revenue of Rs.195 Lacs.

MANAGEMENT REVIEW: 2015-16 INDIAN PAPER INDUSTRY SCENARIO

The Indian paper & paper board industry is estimated to have grown at a CAGR of 7% during last 5 years to approx Rs 147 lakh tons. The segment wise break up and usage of paper & paper products in India is Writing & Printing Paper 31%, Packaging and Paperboard around 49%, Newsprint 18% and Speciality and other paper only 2%.

The Indian paper industry continues to remain fragmented in nature. The average price utilization across all the sectors continued to improve in the last five years. The industry is expecting demand revival for writing and printing paper and paperboard segment in the coming years due to continued focus of the government on education, increased penetration of organized retail in rural sectors, urbanization and higher growth in the processed food industries, FMCG, Pharmaceutical industry and other related industries.

Newsprint demand is expected to grow at a healthy pace over the next couple of years, driven by demand for vernacular newspapers, increasing literacy in the rural areas and with the increasing government spending on infrastructure the tender advertisement is set to increase in the print media leading to rise in the number of pages per newspaper. The per capita consumption of paper in India is a mere 12 kg in comparison to world average of 57 kg. The growth of paper industry is directly correlated to the growth in the economy, with the Indian economy expected to grow at a healthy pace, the paper industry will perform better in the coming years.

FUTURE OUTLOOK

The passing of GST amendment legislation in the parliament and its implementation in the next financial year is anticipated to have a positive effect on the GDP of the nation; GST is also poised to remove the trade barriers caused by individual state taxation. The growth prospects of paper & paper board industry are closely aligned with that of the economy in general and the growth in paper industry has historically followed the national GDP growth rate. The company is located centrally and equidistant from major markets. Therefore, the implementation of the GST act may open new frontiers and possibilities for the company.

In keeping with the industry growth trends and share of segments in the paper and paper products industry, the company has focused on increasing the production of packaging and paper board segment. The company has been adopting its product portfolio to compete in emerging market conditions. The packaging paper is the largest segment of the Indian paper and paper products industry and is likely to grow at a CAGR of about 9%, the highest among all the segments. The company is focusing on the production capacity of its Kraft division by smoothening the production process with minimum capex and correspondingly shown the revenue growth in this segment during the past financial year.

The increased focus on education by the government and increase in the general level of literacy and continued demand from print media will further add to the growth prospects of the Newsprint Division. . The Newsprint segment of industry is expected to grow at a CAGR of 5% in the coming years. The company continues to focus on the long term and it continues its drive for sustainable growth.

In the past years industry witnessed overall declining trend in capacity utilization. Many small manufacturing units who were unable to compete have either completely or partially stopped running their capacities. There has been very few new capacity addition in the Newsprint and writing and printing paper segments, only packaging paper and board segment has seen some new capacity addition. But the new capacity addition has also been set off by closure of small manufacturing units. The capacity utilization of the industry is expected to rise in next couple of years with lower capacity addition and increase in demand. The company has withstood the turbulent years and we hope to consolidate our position in the coming years.

INTERNAL CONTROL SYSTEM:

Your Company has adequate internal control procedures commensurate with the size and nature of business. There is a periodical review mechanism for ensuring the sustenance and up gradation of these systems.

THREATS, RISKS AND CONCERNS:

- Availability of raw materials.

- Cyclical nature of the paper industry.

- The import duty structure of Newsprint.

- The increased focus of the Government on environment protection.

OPPORTUNITIES & STRENGTHS:

- Increasing trend in use of environment friendly packaging of all type of goods.

- Increasing trend in organized retail and e-commerce sales casting positive impact on the packaging industry.

- Increasing awareness and education in the rural economy, higher literacy at national level will lead to higher circulation of newspapers.

- The environment protection measures taken by Govt. and promotion of bio degradable packaging is leading to newer avenues for paper packaging, earlier catered to by other industries.

- Decisive Central Government is working on ease of doing business, spending on education and general infrastructure with special focus on Education and healthcare. The growing Indian economy will create more demand for paper.

- Government initiative to make available cheap and reliable electricity, Lower cost of fuel in the world economy with advent of newer source such as shale gas and emphasis on solar power will support the power intensive paper industry.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute CSR Committee as per the provisions of Section 135 (1) of the Companies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. However, Your company has always discharged its social responsibility as a part of its corporate governance philosophy. The company has lend helping hand by taking up health check up camps, drinking water supply, tree plantations in the factory premises and in the vicinity of factory.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year under review.

DETAILS OF DIRECTOR / KEY MANAGERIAL PERSONNEL APPOINTED/ RETIRED DURING THE YEAR

Shri Damodarlal Malu (DIN 00301120) and Shri Vasideo Malu ( DIN 00301313), Directors retire by rotation at the ensuing annual general meeting and being eligible offers themselves for re-appointment.

DECLARATION BY DIRECTORS

The Company has received declaration from all the Independent Directors under section 149(7) of the Companies Act, 2013 in respect of meeting the criteria of independence provided under section 149(6) of the said Act.

DIRECTORS RESPONSBILITY STATEMENT FORMING PART OF DIRECTORS REPORT:

As required under Section 134(5) of the Companies Act, 2013, the Director''s confirm that:

1 In the preparation of the annual accounts, the applicable accounting standards have been followed.

2 The Directors had selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as on 31st March 2016 and of the profit of the company for that period.

3 The Directors have taken proper and sufficient care 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.

4 The annual accounts have been prepared on a going concern basis.

5 The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6 The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and these were adequate and operating effectively.

LISTING OF SHARES

Equity Shares of Company are listed on The Stock Exchange, Mumbai (BSE) and The National Stock Exchange (NSE). The Company has duly paid listing fees to stock exchanges.

DIRECTORS’ REMUNERATION Remuneration Policy 1. Remuneration to Managing/Whole- time / Executive /Managing Director, KMP and senior Management Personnel:

a. The Remuneration / Commission etc. to be Paid to Managing Director/ Joint Managing Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

b. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director.

2. Remuneration to Non- Executive / Independent Director:

a. The Non- Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

b. All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under section 197(5) of the companies Act, 2013) shall be subject to ceiling / limits as proved under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or Shareholders, as the case may be.

c. An Independent Director shall not be eligible to get stock options and also shall not be eligible to participate in any share based payment schemes of the Company.

d. Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purpose of clause (b) above if the following conditions are satisfied:

i. The Services are rendered by such Director in his capacity as the professional; and

ii. In the opinion of the committee, the director possesses the requisite qualification for the practice of that profession.

3. Remuneration to Key Managerial Personnel and Senior Management :

a. The remuneration to Key Managerial Personnel and senior Management shall consist of fixed pay and may include incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with Company’s policy.

b. The Fixed pay shall include monthly remuneration, employer’s contribution to Provident Fund, contribution too pension fund, pension schemes, etc. as decided from to time.

c. The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

PARTICULARS OF EMPLOYEES

None of the employee, including Key Managerial Personnel, was drawing in excess of the limits prescribed by Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees Rules, 1975, which needs to be disclosed in the directors report.

RISK MANAGEMENT:

The Board has constituted Risk Management Committee to frame, implement and monitor risk management plan and ensuring its effectiveness. The Company has taken Insurance Policy to insure its fixed assets and inputs which cover known and unknown risk.

NUMBER OF BOARD MEETINGS HELD:

The number of meetings of the Board and details thereof are mentioned in the Report of Corporate Governance forming part of this Annual Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN OR SERUCIRTY PROVIDED

The loans given, investments made or guarantee given or security provided by the Company are same as mentioned in notes to the Financial Statements.

RELATED PARTY DISCLOSURES:

The details of related party disclosures and transactions as prescribed in Form AOC-2 are given in Note no.25 to the financial statements. All contracts/ arrangements/ transactions entered by the company during the financial year with related parties were in the ordinary course of business and on arm’s length basis and belong to FY2015-16 period and are approved by in the Board Meeting held on 28/04/2015.

AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 177 of the Companies Act, 2013, the Audit committee constituted to review compliances with internal control systems and other various functions of the Company. Smt. CA Shrutika Inani, Independent Director was the Chairman of the Audit Committee.

AUDITORS REPORT

The notes to the accounts to the comments made by the Auditors in their Report are self -explanatory. The Auditors’ report does not contain any qualification, reservation or adverse remark.

The Auditors of the Company have not reported any fraud as specified under the section 143(12) of the Companies Act, 2013.

AUDITORS

M/S Demble Ramani & Co., Chartered Accountants, the Auditors of the company, will retire at ensuing Annual General Meeting and being eligible, offer themselves for reappointment. They have given information to the effect that their appointment, if made, will be within the limits prescribed under section 141 (3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

CORPORATE GOVERNANCE

Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosre Requirments) Regulation, 2015 a report on Corporate Governance is made a part of the Annual Report.

COST AUDITOR''S

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors had appointed M/s. Khanuja Patra & Associates, Cost Accountants, as Cost Auditors of the Company for conducting the audit of Cost records for the financial year ended on 31^st March 2016. The audit is in process and report will be filed within prescribed period.

BOARD EVALUATION

Criteria for performance evaluation of its Directors as required by the Listing Agreement and SEBI(Listing Obligations of Disclosure Requirements) Regulations, 2015 are attending Board/committee meetings; going through the agenda papers and providing inputs in the meeting of Board/committees; guidance to the company from time to time on the various issues; discharge of duties as per the Companies Act, 2013 and compliance to the other requirements of the said Act.

VIGIL MECHANISM

As per the provisions of Section 177(9) of the Companies Act 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The same has been uploaded on company’s website at www.malupaper.com .

SECRETARIAL AUDIT

The Secretarial Audit issued by Practicing Company Secretary is being attached with the Directors report as Annexure A which is self explanatory.

ABSTRACT OF THE ANNUAL RETURN

The Abstract of the Annual Return for the year31st March 2016 being attached with the Directors Report as Annexure B.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under the Companies Act, 2013, read with the Companies (Accounts) Rules 2014 is given as per ''Annexure D'' and forms part of the Directors'' Report.

As regards disclosure of particulars relating to conservation of energy, great emphasis has been given for reduction of energy consumption to reduce cost per unit of goods. Details are attached herewith as per Annexure C.

The Company imports some portion of its raw material requirement. The foreign exchange earnings and outgo are as mentioned in the reports of the auditor of the Company.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to Bankers, Customers, Business Associates for the co-operation and support and to the Shareholders, dealers and suppliers, staff and workers for their contribution to the company’s growth.

Place: Nagpur By Order Of Board Of Directors

Date: 13/08/2016 Sd/ Sd/

Punamchand Malu Banwarilal Malu

Managing Director Jt. Managing Director

(DIN:00301030) (DIN:00301297)

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Mar 31, 2015

The Directors have pleasure in presenting the 22ND Annual Report for the year ended 31st March 2015 along with the Audited Statement of Accounts with the Report of the Auditors thereon:

FINANCIAL RESULTS:

(Rs. In Lacs)

2014-2015 2013-2014

Sales & Other Incomes 23109.22 21961.48

Profit Before Interest & Depreciation 2292.23 2369.75

Less: Financial Charges 1557.52 1542.50

Profit Before Depreciation 734.71 827.25

Less: Depreciation 461.40 625.80

Less: Provisional For Tax 86.03 61.61

Profit/(Loss) After Tax 187.28 139.84

REVIEW OF OPERATIONS

Your company has improved upon the performance. For the year under review the Company recorded total income of Rs.23109.22 Lacs while the profit before taxes was Rs.273.30 Lacs.

MANAGEMENT REVIEW: 2015-16

INDIAN PAPER INDUSTRY SCENARIO

The paper industry's market size (including newsprint) was around Rs 538 billion in 2012- 13, having grown at nearly 12 per cent CAGR over the last 5 years. Paperboard accounted for around 49 per cent of the market size, followed by Writing & Printing paper which accounted for almost 31 per cent. Newsprint accounted for 16 percent and specialty paper accounted for 3 per cent.

Demand for writing and printing paper and paperboard is expected to improve over the next 5 years, boosted by the government's thrust on education, rise in organized retail, urbanization and growth in the economy. Newsprint demand is expected to grow at a healthy pace over the next 5 years, driven by demand for vernacular newspapers and a rise in the number of pages per newspaper. Therefore, with the expected increase in literacy rate and growth of the economy the per capita consumption of paper is expected to increase going forward.

FUTURE OUTLOOK

The Indian paper industry is moving up with strong demand and is expected to follow the GDP growth rate.

The company is focused on the long term and it continues its drive for sustainable growth. We are adopting to successfully compete in emerging market conditions. The company is gradually increasing share of packaging paper in its product portfolio. The packaging paper is likely to witness higher growth due to focus of the government on "Make in India", growth of organized retail and E-commerce. With these factors, your company is anticipating strong revenue growth in the current financial year, which is backed by improving margins. The increased focus on education by the government, an increase in the general level of literacy and continued demand from user industries will further add to the growth prospects of the Company.

The global demand for paper is expected to The pace of decline of demand for W&P paper and newsprint in US and Europe will decrease. In the international market, Paper board demand will slow down sligh in the next couple of years due to sluggish demand and slowdown in China In 2015-16 the domestic demand growth is expected to improve on account of economic recovery sharp fall in global waste paper price will put pressure on domestic water paper prices in 2015-16 Therefore, margin of W&P and paper players are expect to expand.

INTERNAL CONTROL SYSTEM:

Your Company has adequate internal control procedures commensurate with the size and nature of business. There is a periodical review mechanism for ensuring the sustenance and up gradation of these systems.

THREATS, RISKS AND CONCERNS:

- Increasing cost of raw materials.

- Paper Industry being an asset heavy industry, asset turnover ratio is low.

- The fore movements have an impact on the Newsprint industry.

- The Industry will be impacted by any economic downturn.

OPPORTUNITIES & STRENGTHS:

- Increasing trend in packaging of all type goods in corrugated boxes to lead to higher

- Increasing pack commerce purchase will have positive impact on the packaging

- Higher literacy at rural level will lead to high deliver to the customers. readership of newspapers and increasing higher prevalence of using packed products.

- The environment is becoming a key focus area in business today and accordingly the packing is also changing to recyclable paper provide an opportunity to paper manufacturers.

- A stable and decisive Central Government has started huge government spending in infrastructure and focused on Make in India campaign. The growing Indian economy will create more demand for paper.

- Self reliance for its power irementfarpe and lower costs of the fuel.

CORPORATE SOCIAL RESPONSIBILITY

The company is not required to constitute CSR Committee as per the provisions of Section 135 (1) of the companies.

Policy) Rules he Companies

as a part of its corporate governance philosophy. The company has lend helping hand by taking up health check up camps, drinking water supply, tree plantations in the factory premises and in the vicinity of factory.

The Comp DEPOBA ITS not accepted any deposits from public during the year under review.

DETAILS OF DIRECTOR / KEY MANAGERIAL PERSONNEL APPOINTED/ RETIRED DURING THE YEAR

pShri Chandrakant Thakkar (DIN 00784189); Shri Satyanarayan Rathi(DIN 01797378); Shri Shyam sunder Sarda (DIN 02399265) and Smt. Shrutika Inani (DIN 06937649) have been appointed as Independent Directors of the Company for a period of five years commencing from date of last AGM i.e. 25/09/2014 up to 25/09/2019.

Shri Damodarlal Malu (DIN 00301120) and Shri Vasideo Malu ( DIN 00301313), Directors retire by rotation at the ensuing annual general meeting and being eligible offers themselves for re-appointment.

The Board on recommendation of Nomination and Remuneration Committee re-appointed Shri Punamchand Malu (DIN 00301030), as Managing Director and Shri Banwarilal Malu (DIN 00301297) as Joint Managing Director of the Company, subject to approval of share holders at the ensuing annual general meeting.

INDEPENDENT DIRECTORS

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement.

TRAINING OF INDEPENDENT DIRECTORS

Whenever new non-executive and Independent Directors are inducted in the Board, they are introduced to Company culture through appropriate orientation. They are also provided with Company brochures, annual reports etc.

DIRECTORS RESPONSBILITY STATEMENT FORMING PART OF DIRECTORS REPORT:

As required under Section 134(5) of the Companies Act, 2013, the Director's confirm that:

Rs,

1 In the preparation of the annual accounts, the applicable accounting standards have been followed.

2 The Directors had selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as on 31st March 2015 and of the profit of the company for that period.

3 The Directors have taken proper and sufficient care 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.

4 The annual accounts have been prepared on a going concern basis.

5 The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6 The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and these were adequate and operating effectively.

1. Remuneration to Managing/Whole- time / Executive /Managing Director, KMP and senior Management Personnel:

a. The Remuneration / Commission etc. to be Paid to Managing Director/ Joint Managing Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

b. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director.

2. Remuneration to Non- Executive / Independent Director:

a. The Non- Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

b. All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under section 197(5) of the companies Act, 2013 shall be subject to ceiling / limits as proved under Companies Act, 2013 and rules Made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or Shareholders, as the case may be.

c. An Independent Director shall not eligible to get stock options and also shall not be eligible to participate in any share based payment schemes of the Company.

d. Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purpose of clause (b) above if the following conditions are satisfied:

i. The Services are rendered by such Director in his capacity as the professional; and ii. In the opinion of the committee, the director possesses the requisite qualification for the practice of that profession.

3. Remuneration to Key Managerial Personnel and Senior Management :

a. The remuneration to Key Managerial Personnel and senior Management shall consist of fixed pay and may include incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with Company's policy.

b. The Fixed pay shall include monthly remuneration, employer's contribution to Provident Fund, contribution too pension fund, pension schemes, etc. as decided from to time.

c. The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

PARTICULARS OF EMPLOYEES

None of the employee, including Key Managerial Personnel, was drawing in excess of the limits prescribed by Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees Rules, 1975, which needs to be disclosed in the directors report.

NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met 4 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are 28/05/2014; 09/08/2014; 14/11/2014 and 14/02/2015.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN OR SERUCIRTY PROVIDED

The loans given, investments made or guarantee given or security provided by the Company are same as mentioned in notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES All contracts/ arrangements/ transactions entered by the company during the financial year with related parties were in the ordinary course of business and on arm's length basis. The details are at Annexure A

There were no material transactions with the related parties during the year. Your Directors draw attention of members to Note 25 to the financial statement which sets out related party disclosures.

AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 177 of the Companies Act, 2013, the Audit committee constituted to review compliances with internal control systems and other various functions of the Company. Smt. CA Shrutika Inani, Independent Director was the Chairman of the Audit Committee.

AUDITORS REPORT

The notes to the accounts to the comments made by the Auditors in their Report are self - explanatory. The Auditors' report does not contain any qualification, reservation or adverse remark.

The Auditors of the Company have not reported any fraud as specified under the section 143(12) of the Companies Act, 2013.

AUDITORS

M/S Demble Ramani & Co., Chartered Accountants, the Auditors of the company, will retire at ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. They have given information to the effect that their appointment, if made, will be within the limits prescribed under section 141 (3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

COST AUDITOR'S

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors had appointed M/s. Khanuja Patra & Associates, Cost Accountants, as Cost Auditors of the Company for conducting the audit of Cost records for the financial year ended on 31st March 2015. The audit is in process and report will be filed within prescribed period.

VIGIL MECHANISM

As per the provisions of Section 177(9) of the Companies Act 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The same has been uploaded on company's website at www.malupaper.com .

SECRETARIAL AUDIT

The Secretarial Auditors issued by Practicing Company Secretary is being attached with the Directors report as Annexure B which is self explanatory.

ABSTRACT OF THE ANNUAL RETURN

The Abstract of the Annual Return for the year31st March 2015 being attached with the Directors Report as Annexure C.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under the Companies Act, 2013, read with the Companies (Accounts) Rules 2014 is given as per 'Annexure D' and forms part of the Directors' Report.

As regards disclosure of particulars relating to conservation of energy, great emphasis has been given for reduction of energy consumption to reduce cost per unit of goods. Details are attached herewith as per Annexure D.

The Company imports some portion of its raw material requirement. The foreign exchange earnings and outgo are as mentioned in the reports of the auditor of the Company.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to Bankers, Customers, Business Associates for the co-operation and support and to the Shareholders, dealers and suppliers, staff and workers for their contribution to the company's growth.

Place: Nagpur By Order Of Board Of Directors

Date: 31/08/2015

Sd/ Sd/

Punamchand Malu Banwarilal Malu

Managing Director Jt. Managing Director (DIN:00301030) (DIN:00301297)

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report for the year ended 31st March 2014 along with the Audited Statement of Accounts with the Report of the Auditors thereon:

FINANCIAL RESULTS:

(Rs. In Lacs) 2013-2014 2012-2013

Sales & Other Incomes 21961.48 18021.19

Profit Before Interest & Depreciation 2369.75 361.12

Less: Financial Charges 1542.50 1539.13

Profit Before Depreciation 827.25 (1178.01)

Less: Depreciation 625.80 617.76

Less: Provisional For Tax 61.61 (553.69)

Profit/(Loss) After Tax 139.84 (1242.08)

REVIEW OF OPERATIONS

Your Company has posted impressive results when viewed in the light of the challenging business environment. For the year under review the Company recorded total income of Rs.21,961.48 Lacs while the profit before taxes was Rs.201.45 Lacs.

MANAGEMENT REVIEW: 2013-14

INDIAN PAPER INDUSTRY SCENARIO

The Indian paper industry is the 15th largest in the world and contributes Rs 25 bn (approx) to the government. The industry has recorded a volume growth of CAGR of 5.5% over the last 3 years. The industry has a 1:1 correlation with the economy. With the expected GDP growth of 7-8%, the paper sector is also expected to record a similar growth rate. India''s per capita consumption of paper is at 6 kgs compared to the global level of 52 kgs. However, with the expected increase in literacy rate and growth of the economy the per capita consumption of paper is expected to increase going forward.

FUTURE OUTLOOK

The Indian paper industry is moving up with strong demand and is expected to touch by 8.5% GDP in the coming years.

Going forward, the Company continues its drive for sustainable growth. We are focused on the long term and expect that the current downturn will result in consolidation opportunities. We are adopting to successfully compete in difficult market conditions.

With the rapid rise in demand for newsprint from the print media and for packing containers from the FMCG industry, your company is anticipating strong revenue growth in the current financial year, which is backed by improving margins. The increased focus

on education by the government, an increase in the general level of literacy and continued demand from user industries will further add to the growth prospects of the Company.

The total market size of paperboard was estimated to be about Rs 217 Billion. Of the total paper board demand, Kraft paper which is used for tertiary packaging, accounted for about 59 percent. Demand for paper board has increased at a CAGR of 6.5%. Demand for Kraft paper depends on the growth in Industrial production coupled with macro economic factors like GDP growth, disposable income etc. given the high linkage of spending on consumer durables, FMCG goods etc with these variables.

The Newsprint segment is expected to grow by 8-8.5% CAGR over the next 5 years driven by higher literacy levels and due to increase in circulation and increase in number of pages per newspaper. The paper board segment is expected to grow at 5.7-6% CAGR. This demand will be driven by growth in industrial production and 8-9% CAGR increase in demand for consumer goods. Your company will endeavor to revitalize in the near future and are preparing for growth.

INTERNAL CONTROL SYSTEM:

Your Company has adequate internal control procedures commensurate with the size and nature of business. There is a periodical review mechanism for ensuring the sustenance and upgradation of these systems.

THREATS, RISKS AND CONCERNS:

- rising cost of raw materials.

- Low asset turnover ratio becomes burdensome in times of slow growth.

- The dollar-rupee movement has been a discouraging factor.

- The economic downturn will have negative effect on demand as well as profitability of paper industry.

OPPORTUNITIES & STRENGTHS:

- Increasing literacy level will lead to higher demand of circulation / readership of newspapers and increasing higher prevalence of using packed products.

- The environment is becoming a key focus area in business today and we are proud to do our bit in saving environment from crisis by recycling the waste paper.

- Steady growth in the number of local dailies thereby increases demand for newsprint.

- The growing Indian economy will create more demand for paper. A stable and decisive Central Government will reignite growth inturn resulting in higher demand for paper.

- Self reliance for its power requirements.

CORPORATE SOCIAL RESPONSIBILITY:

Your company has always discharged its social responsibility as a part of its corporate governance philosophy. The company has lend helping hand by taking up health check up camps, drinking water supply, tree plantations in the factory premises and in the vicinity of factory.

LISTING OF SHARES

Equity Shares of Company are listed on The Stock Exchange, Mumbai (BSE) and The National Stock Exchange (NSE). The Company has duly paid listing fees to stock exchanges.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year under review.

DIRECTORS RESPONSBILITY STATEMENT FORMING PART OF DIRECTORS REPORT:

As required under Section 217 (2AA) of the Companies Act, 1956, the Director''s confirm that:

1 In the preparation of the annual accounts, the applicable accounting standards have been followed.

2 The Directors had selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as on 31st March 2014 and of the profit of the company for the year ended 31st March 2014.

3 The Directors have taken proper and sufficient care 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.

4 The annual accounts have been prepared on a going concern basis.

DIRECTOR

It''s with deep regret to inform you that Shri Anil Rathi, Independent Director passed away suddenly on 14-05-2014. He had been with the Company since 2008 during which time he provided an invaluable contribution to the company.

The Board proposes the name of Smt. Shrutika Inani as Women Independent Director at the ensuing Annual General meeting. Shri Chandrakantbhai Thakar and Shri Shyamsunder Sarda, Directors retire by rotation at the ensuing annual general meeting and being eligible offers themselves for re-appointment. Except this there has been no change in the composition of Board of Directors.

AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956, the Audit committee constituted to review compliances with internal control systems and other various functions of the Company. Shri Anil Rathi, Independent Director was the Chairman of the Audit Committee.

AUDITORS REPORT

The notes to the accounts to the comments made by the Auditors in their Report are self - explanatory.

AUDITORS

M/S Demble Ramani & Co., Chartered Accountants, the Auditors of the company, will retire at ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. They have given information to the effect that their appointment, if made, will be within the limits prescribed under section 141 (3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

COST AUDITORS

The Cost Auditor report for the financial year 2013-2014 shall be filed by the Cost Auditor in due course.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges together with Auditors'' Certificate forms part of the Annual Report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 OF COMPANIES ACT

The particulars required under section 217 (2A) of the Companies Act 1956 read with the provisions contained in companies (Particulars of Employees) Rule 1975 as amended to date are not applicable to your Company.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

As regards disclosure of particulars relating to conservation of energy, great emphasis has been given for reduction of energy consumption to reduce cost per unit of goods. Details are attached herewith as per Annexure A.

The Company imports some portion of its raw material requirement. The foreign exchange earnings and outgo are as mentioned in the reports of the auditor of the Company.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to Bankers, Customers, Business Associates for the co-operation and support and to the Shareholders, dealers and suppliers, staff and workers for their contribution to the company''s growth.

Place: Nagpur By Order Of Board Of Directors Date: 09-08-2014

Sd/ Sd/

Punamchand Malu Banwarilal Malu Managing Director Jt.Managing Director (DIN:00301030) (DIN:00301297)

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Mar 31, 2013

The Directors have pleasure in presenting the Annual Report for the year ended 31st March 2013 along with the Audited Statement of Accounts with the Report of the Auditors thereon:

FINANCIAL RESULTS: (Rs. In Lacs)

2012-2013 2011-2012

Sales & Other Incomes 18021.19 16970.07

Profit Before Interest & Depreciation 361.12 (922.91)

Less: Financial Charges 1539.13 1392.08

Profit Before Depreciation (1178.01) (2314.99)

Less: Depreciation 617.76 612.02

Less: Provisional For Tax (553.69) (906.06)

Profit/(Loss) After Tax (1242.08) (2020.96)

CORPORATE SOCIAL RESPONSIBILITY:

Your company has always discharged its social responsibility as a part of its corporate governance philosophy. The company has lend helping hand by taking up health check up camps, drinking water supply, tree plantations in the factory premises and in the vicinity of factory.

DIRECTORS RESPONSBILITY STATEMENT FORMING PART OF DIRECTORS REPORT:

As required under Section 217(2AA) Director''s confirm that:

1 In the preparation of the annual accounts, the applicable accounting standards have been followed.

2 The Directors had selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as on 31st March 2013 and of the profit of the company for the year ended 31st March 2013.

3 The Directors have taken proper and sufficient care 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.

4 The directors have prepared the annual accounts on a going concern basis.

LISTING OF SHARES

Equity Shares of Company are listed on The Stock Exchange, Mumbai (BSE) and The National Stock Exchange (NSE). The Company has duly paid listing fees to stock exchanges.

DIRECTOR

Shri Vasudeo Malu and Shri Satyanarayan Rathi, Directors retire by rotation at the ensuing annual general meeting and being eligible offers themselves for re-appointment. Except this there has been no change in the composition of Board of Directors.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year under review.

AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956, the Audit committee constituted to review compliances with internal control systems and other various functions of the Company. Shri Anil Rathi, Independent Director is the Chairman.

AUDITORS REPORT

The notes to the accounts to the comments made by the Auditors in their Report are self - explanatory.

AUDITORS

M/S Demble Ramani & Co., Chartered Accountants, the Auditors of the company, will retire at ensuing Annual General Meeting and being eligible, offer them for re-appointment. They have given information to the effect that their appointment, if made, will be within the limits prescribed under section 224(1 B) of the Companies Act, 1956.

COST AUDITORS

M/S Khanuja Patre & Associates, Cost Accountants, have been re appointed as the Cost Auditors for the year ending 31st March 2014.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges together with Auditors'' Certificate forms part of the Annual Report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 OF COMPANIES ACT

The particulars required under section 217 (2A) of the Companies Act 1956 read with the provisions contained in companies (Particulars of Employees) Rule 1975 as amended to date are not applicable to your Company.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

As regards disclosure of particulars relating to conservation of energy, great emphasis has been given for reduction of energy consumption to reduce cost per unit of goods. Details are attached herewith as per Annexure A.

The Company imports some portion of its raw material requirement. The foreign exchange earnings and outgo are as mentioned in the reports of the auditor of the Company.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to Bankers, Customers, Business Associates for the co-operation and support and to the Shareholders, dealers and suppliers, staff and workers for their contribution to the company''s growth.

Place: Nagpur By Order Of Board Of Directors

Date: 13-08-2013 Sd/ Sd/

Punamchand Malu Banwarilal Malu

Managing Director Jt. Managing Director

---

Mar 31, 2012

The Directors have pleasure in presenting the Annual Report for the year ended 31st March 2012 along with the Audited Statement of Accounts with the Report of the Auditors thereon:

FINANCIAL RESULTS: (Rs. In Lacs)

2011-2012 2010-2011

Sales & Other Incomes 16970.07 17193.21

Profit Before Interest & Depreciation (922.91) 1420.01

Less: Financial Charges 1392.08 1254.59

Profit Before Depreciation (2314.99) 165.42

Less: Depreciation 612.02 596.18

Less: Provisional For Tax (906.06) (132.67)

Profit/(Loss) After Tax (2020.96) (298.09)

DIVIDEND:

Due to losses your Directors do not recommend any dividend during the year under review.

CORPORATE SOCIAL RESPONSIBILITY:

Malu paper is committed to actively involve to the social and economic development of the communities located close to its operations. The Company has taken up health check up camps, tree plantations in the factory premises and in the vicinity of factory.

DIRECTORS RESPONSBILITY STATEMENT FORMING PART OF DIRECTORS REPORT:

As required under Section 217(2AA) Director's confirm that:

1 In the preparation of the annual accounts, the applicable accounting standards have been followed.

2 The Directors had selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as on 31st March 2012 and of the profit of the company for the year ended 31st March 2012.

3 The Directors have taken proper and sufficient care 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.

The directors have prepared the annual accounts on a going concern basis.

LISTING OF SHARES

Equity Shares of Company Eire listed on The Stock Exchange, Mumbai (BSE) and The National Stock Exchange (NSE). The Company has duly paid listing fees to stock exchanges.

DIRECTOR

Shri Damodarlal Malu and Shri Chandrakantbhai Thakar, Directors retire by rotation at the ensuing annual general meeting and being eligible offers themselves for re-appointment. Except this there has been no change in the composition of Board of Directors.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year under review.

AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956, the Audit committee constituted to review compliances with internal control systems and other various functions of the Company. Shri Anil Rathi, Independent Director is the Chairman

AUDITORS REPORT

The notes to the accounts to the comments made by the Auditors in their Report are self - explanatory.

AUDITORS

M/S Demble Ramani & Co., Chartered Accountants, the Auditors of the company, will retire at ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have given information to the effect that their appointment, if made, will be within the limits prescribed under section 224( 1 B) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to the provisions of the Clause 49 of the Listing Agreement a report on Corporate Governance are annexed to and form part of this Annual Report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 OF COMPANIES ACT

The particulars required under section 217 (2A) of the Companies Act 1956 read with the provisions contained in companies (Particulars of Employees) Rule 1975 as amended to date are not applicable to your Company.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

As regards disclosure of particulars relating to conservation of energy, great emphasis has been given for reduction of energy consumption to reduce cost per unit of goods. Details are attached herewith as per Annexure A.

The Company imports some portion of its raw material requirement. The foreign exchange earnings and outgo are as mentioned in the reports of the auditor of the Company.

ACKNOWLEDGEMENTS:

Your Directors express sincere thanks to the Bankers, Customers, Business Associates for the co-operation and support and to the Shareholders, dealers and suppliers who are enabling the company to achieve its goals. The Directors also place on record their appreciation made by the employees at all levels.

Place: Nagpur By Order Of Board Of Directors

Date: 03-09-2012 Sd/ Sd/ Punamchand Malu Banwarilal Malu Managing Director Jt. Managing Director