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Directors Report of Pudumjee Paper Products Ltd.

Mar 31, 2019

To the Members,

The Directors have pleasure in presenting before you the 5th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2019. The accounts are prepared in accordance with the Companies (Indian Accounting Standards) Rule, 2015 (IND AS) prescribed under Section 133 of the Companies Act, 2013.

FINANCIAL RESULTS :

2018-2019

2017-18

(Rs. in Lakhs)

(Rs. in Lakhs)

The Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)

4,082.88

4,568.43

Less :

i) Finance cost

795.74

903.87

ii) Depreciation/Impairment

725.07

660.70

The net profit before Tax

2,562.07

3,003.86

Less :

Provision for Current Tax

551.00

573.54

Provision/(Saving) for Deferred Taxation

336.83

515.62

Net Profit After Tax

1,674.24

1,914.70

Add :

Other Comprehensive Income/(Expense) (Net of Tax)

37.55

36.63

The balance of Profit brought forward from last year

4,678.80

3,098.89

Total

6,390.59

5,050.22

Less :

Dividend Paid on Equity Shares

142.43

142.43

Tax Paid on Dividend

29.27

28.99

Transfer to General Reserve

200.00

200.00

Total

371.70

371.42

Balance proposed to be carried forward to next year’s accounts

6,018.89

4,678.80

DIVIDEND :

The Board of Directors recommends the payment of Dividend for the year ended 31st March, 2019 at the rate of Rs. 0.15 per share. If approved, the Equity Dividend shall be paid, subject to the provisions of section 126 of the Companies Act, 2013 to those Shareholders whose names stand on the Register of Members on 27th July, 2019.

The Dividend in respect of shares held in electronic form, will be paid to all those beneficial owners of the shares as per the details furnished by depositories for the purpose at the close of business hours on 15th July, 2019.

OPERATIONS :

The Directors are pleased to report that the Company’s operations have shown healthy growth in output during the year. Successful completion and performance of the Project of “Full width Supercalender”, have given the planned contribution. Besides, contribution from “Paper Machine” and “Boiler rebuild” overall operational improvement and judicious fiber management have also contributed to growth in output and cost reduction.

On the other hand, worldwide Market Pulp availability during the year remained tight pushing up the pulp prices by about Rs. 1,000 - 12,000/- per M.T. This happened apparently due to changes in the policy in China restricting import of Waste Paper thus increasing demand of Market Pulp. Its impact through increase in our product prices could not be fully neutralized. Therefore, despite the increased output of paper, total contribution and profits were adversely affected. By the end of the year, the situation seems to be heading towards normal. Energy costs remained in control, however, we experienced headwinds against our plans to maximise power purchase under Open Access route. The earlier arrangement made under “Group Captive Scheme” with a Thermal Power Plant is suspended pending objections raised by the State Power Distribution Company, resulting in increased unit cost of power. To neutralize some of the increased cost, the Company has already invested under ‘Group Captive Scheme’, into 4900 KW Solar Power Plant with power supply started since March 2019 and further efforts are being made to source renewable Wind Power subject to clearance from the State power Distribution Company.

The Coater Project installation is under progress to be ready for operations during second quarter of 2019-20 thus enabling the Company to enter into “Functionally Coated” Paper business for food baking / packaging applications.

The Hygiene Products Division has shown growth in business commensurate with continuing benefit accruing under the GST regime for price competitiveness.

The Company’s turnover having an overall growth of 16% due to increased Sales volume and price increase which could partly absorb the escalating Global Market pulp prices thus reducing EBIDTA by 10.6% & Profit by 12.3%. By the year end, softening trend in pulp prices and judicious steps taken to optimise furnish mix by substituting partly with high quality recycled fiber are, barring unforeseen circumstances, expected to improve the profitability.

FIXED DEPOSITS :

As informed to you earlier, pursuant to the Scheme of Arrangement and Reconstruction (Demerger) as sanctioned by the Hon’ble Bombay High Court, the “Fixed Deposits Liability” was transferred from Pudumjee Pulp & Paper Mills Limited to the Company. Your Company holds fixed deposits accepted from Public with effect from the effective date of the scheme i.e. 1st February, 2016.

With effect from 05th July, 2017 the Company has started to accept fresh/renewal of fixed deposits from the public and as on 31st March, 2019 stood at Rs. 2,863.27 Lakhs as against Rs. 3,463.24 Lakhs at the end of the previous year (i.e. Fixed Deposit Liability).

During the year, the Company has accepted/renewed such deposits aggregating to Rs. 1,844.25 Lakhs, and all the deposits falling due for repayment during the year were fully repaid on maturity except unclaimed deposits numbering 66 with an amount of Rs. 32.32 Lakhs as at the end of theyear.

There were no over dues on account of principal or interest on public deposits other than the unclaimed deposits as at the year end and there have been no default in repayment of deposits or payment of interest thereon. There are no deposits which are not in compliance with the requirements of Chapter V of the Act read with Companies (Acceptance of Deposits) Rules 2014.

AUDITORS :

i. STATUTORY AUDITORS :

M/s. J. M. Agrawal & Co., Chartered Accountants, have been appointed as Statutory Auditors of the Company at the 3rd Annual General Meeting to hold office up to the conclusion of 8th Annual General Meeting. M/s. J. M. Agrawal & Co., have given their consent to act as the Auditors of the Company till conclusion of 8th Annual General Meeting. The Company has received a Certificate from M/s. J. M. Agrawal & Co., to the effect that their appointment, would be within the prescribed limits under section 141 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for appointment. The Shareholders will be required to ratify the appointment of the auditors and fix their remuneration at the ensuing Annual General Meeting.

There is no adverse remark or qualification in the Statutory Auditor’s Report annexed elsewhere in this Annual Report.

The Auditors have reported that there is no fraud on or by the Company noticed or reported during the year.

ii. SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the Board has appointed Mr. I. U. Thakur, Company Secretary, Pune to conduct Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report for the financial year 2018-19 is annexed hereto as Annexure-1.

There is no adverse remark or qualification in the Secretarial Audit Report.

The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.

iii. COST AUDITOR

Pursuant to provisions of Section 148 of the Companies Act, 2013, the Board has appointed Mr. Narhar K. Nimkar (Membership No. F-6493), Cost Accountants in Practice, Pune to conduct the audit of the Cost Records of the Company relating to “PAPER” for the Financial Year 2018-19. As required under the Companies Act, 2013, a resolution seeking Shareholders approval for the remuneration payable to the Cost Auditors forms part of Notice convening the 5th Annual General Meeting of the Company.

DETAILS OF APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) :

During the year under review, the Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee at its meeting held on 21st July, 2018 has appointed Mr. Arunkumar Mahabirprasad Jatia, as Whole-time Director designated as “Executive Chairman” of the Company for a period of 5 years effective from 01st August, 2018, liable to retire by rotation, subject to the approval of Shareholders.

Further, Mr. Ved P. Leekha (Age-79 years) resigned from the position of Managing Director as also the Directorship of the Company with effect from 01st May, 2019, to comply with the changed provisions of law. The Board places on record its appreciation for the services, guidance and contributions rendered by Mr. Ved P. Leekha during his tenure as Managing Director with the Company.

In terms of provisions of the Companies Act, 2013, Dr. Ashok Kumar, Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the applicable provisions of the Companies Act, 2013 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also confirming that they are not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.

MEETINGS:

During the year 4 Board Meetings and 4 Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report, and forms part of this Annual Report. The intervening gap between the Meetings was within permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As required under the provisions of the Companies Act, 2013, the Board of Directors has constituted the Corporate Social Responsibility Committee. The major role of this Committee is to formulate, recommend, implement and monitor the CSR policy and activities to be undertaken by the Company to meet/contribute towards its corporate social responsibility objectives. The Board of Directors at its meeting held on 20th May, 2017 has constituted its CSR Committee. Some of the activities which will be undertaken by the Company itself or through an eligible trust are as under;

a) Setting up and/or maintaining old age homes/orphanage and supplementing nutrition and other essentials for underprivileged people,

b) Environmental Protection,

c) Education and

d) Development of Rural Infrastructure.

The CSR committee comprises of the following members:

Sr. No.

Name of the Director

Category

Designation

1

Mr. Nandan Damani

Non-Executive, Independent Director

Chairman

2

Mr. Vinod Kumar Beswal

Non-Executive, Independent Director

Member

3

Mr. Basant Kumar Khaitan

Non-Executive, Independent Director

Member

4

Mr. Surendra Kumar Bansal

Non-Executive, Non Independent Director

Member

The CSR Policy is also uploaded on the website of the Company viz: www.pudumjee.com.

During the year, the Company has allocated and disbursed total Rs. 55 Lakhs to M/s. M. P. Jatia, Charitable Trust to be spent on below mentioned the purposes:

- Setting up and/or maintaining old age homes/orphanage and supplementing nutrition and other essentials for underprivileged people ;

- Environmental Protection;

- Education and

- Development of Rural Infrastructure

The other relevant disclosures as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure-2.

The entire allocated amount was deposited / transferred with M/s. M. P. Jatia, Charitable Trust.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose are provided in Annexure-3 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

A policy on Related Party Transactions has been adopted by the Board of Directors at its meeting held on 14th November, 2015 for determining the materiality of transactions with related parties and dealings with them. The said policy is available at the Company’s website at www.pudumjee.com.The Audit Committee reviews all related party transactions quarterly and also as and when felt necessary.

Pursuant to Section 134(3), 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC -2 are provided as Annexure-4.

ANNUAL EVALUATION OF PERFORMANCE OF BOARD OF DIRECTOR(S) AND COMMITTEE(S) :

As required under Companies Act, 2013, a meeting of the Independent Directors was held on 24th January, 2019 to evaluate the performance of the Non-Independent Directors, wherein the evaluation of performance of the Non-Independent Directors, including the Chairman and also of the Board as a whole was made, against pre-defined and identified criteria.

The criteria for evaluation of the performance of the Independent Directors, Chairman and the Board, was finalized by the Nomination and Remuneration Committee in its meeting held on 22nd January, 2016, the said committee has carried out evaluation of the performance of every Director. The said criteria is available at the Company’s website at www.pudumjee.com. The Board of Directors at their meeting held on 24- January, 2019 has evaluated the performance of Independent Directors. The Performance of the Committee was also generally discussed and evaluated.

While evaluating, the principles and guidelines issued vide circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 of Securities Exchange Board of India dated 5th January, 2017 on Board Evaluation have been taken into account.

FAMILIARISATION PROGRAMME:

The details of programmes for familiarisation of Independent Directors with the Companyis available at the Company’s website at www.pudumjee.com.

RISK MANAGEMENT POLICY:

In accordance with the requirements of the Act, the Company has adopted and implemented a Risk Management Policy for identifying risks to the Company, procedures to inform Board members about the risk assessment and minimization procedures, monitoring the risk management plan, etc.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM:

The Company promotes ethical behaviour in all its business activities and has established a vigil mechanism for Directors and Employees to report their genuine concerns.

Pursuant to Section 177 of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy “Vigil Mechanism/Whistle Blower Policy”, wherein the Employees/Directors/Stakeholders of the Company are free to report any unethical or improper activity, actual or suspected fraud or violation of the Company’s Code of Conduct. This mechanism provides safeguards against victimization of Employees, who report under the said mechanism. During the year under review, the Company has not received any complaint under the said mechanism. The said policy is available at the Company’s website at www.pudumjee.com.

PARTICULARS OF EMPLOYEES:

As required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the statement giving required details is given in the Annexure-5 and 5A to this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

An Internal Complaints Committee (‘Sexual Harassment Committee’) has been constituted, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to deal with the complaints, if any, from the Company and other Companies in the Pudumjee Group.

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

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

As required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed as Annexure-6 and forms part of this Report.

REPORT ON CORPORATE GOVERNANCE:

Your Company’s philosophy on Corporate Governance, sets the goal of achieving the highest level of transparency with integrity in all its dealings with its Stakeholders including Shareholders, Employees, Lenders and Others. A report on Corporate Governance along with a Certificate from the practicing Company Secretary regarding the Compliance of Conditions of Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report as Annexure-7.

EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as at 31st March, 2019 is annexed herewith as Annexure-8 to this report.

The extract of the Annual Return of the Company can also be accessed on the Company’s website at www.pudumjee.com.

REMUNERATION POLICY:

In accordance with the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated remuneration policy which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors.The said policy may be referred to, at the Company’s website i.e.,www.pudumjee.com and is annexed hereto and marked as Annexure-9.

SIGNIFICANT AND MATERIAL ORDERS:

There is no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors confirm that:

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

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

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

d) the Directors have prepared the annual accounts on a going concern basis; and

e) 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.

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

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation of the positive co-operation received from the Bankers, Customers, Vendors and Investors of the Company for their continued support during the year.

The Directors also wish to place on record their deep sense of appreciation for the dedication and contribution made by employees at all levels and look forward to their support in future as well.

On Behalf of the Board of Directors,

Place : Mumbai A. K. Jatia,

Date : 24th May, 2019 Executive Chairman.


Mar 31, 2018

DIRECTORS'' REPORT

To the Members,

The Directors have pleasure in presenting before you the 4th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2018. The accounts are prepared in accordance with the Companies (Indian Accounting Standards) Rule, 2015 (IND AS) prescribed under Section 133 of the Companies Act, 2013.

FINANCIAL RESULTS:

2017-2018

2016-17

(Rs in Lakhs)

(Rs in Lakhs)

The Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)

4,568.43

5,107.13

Less:

i) Finance cost

903.87

1,010.73

ii) Depreciation/Impairment

660.70

948.29

The net profit before Tax

3,003.86

3,148.11

Less:

Provision for Current Tax

573.54

700.00

Provision/(Saving) for Deferred Taxation

515.62

390.31

Net Profit After Tax

1,914.70

2,057.80

Add:

Other Comprehensive lncome/(Expense) (Net of Tax)

36.63

(81.48)

The balance of Profit brought forward from last year

3,098.89

1 ,436.85

Total

5,050.22

3,413.17

Less:

Dividend Paid on Equity Shares

142.43

94.95

Tax Paid on Dividend

28.99

19.33

Transfer to General Reserve

200.00

200.00

Total

371.42

314.28

Balance proposed to be carried forward to next year''s accounts

4,678.80

3,098.89

DIVIDEND:

The Board of Directors recommends the payment of Dividend for the year ended 31st March, 2018 at the rate of Rs 0.15 per share.If approved, the Equity Dividend shall be paid, subject to the provisions of Section 126 of the Companies Act, 2013 to those Shareholders whose names stand on the Register of Members on 21st July, 2018.

The Dividend in respect of shares held in electronic form, will be paid to all those beneficial owners of the shares as per the details furnished by depositories for the purpose at the close of business hours on 9th July, 2018.

OPERATIONS:

The Directors report that the year under review has witnessed consolidation of Company''s operations from merger of the earlier three operating undertakings into the Company streamlining various activities resulting in better controls.

The successful completion of project involving (i) installation of 100 KV Substation to replace 22 KV power supply from MSEDCL and the (ii) project for installation of a ''Full width Supercalendar'' and ''Full width Sheeter'' during the year at an aggregate outlay of Rs 30 crores have started contributing towards cost reduction and such enhanced full year benefits will continue to recur.

On the whole, however, the year under review has seen marginal decline in EBIDTA and net profit primarily arising from rising cost of raw materials despite Management''s efforts to optimize the product mix, efforts on cost reduction and spillover effect from earlier purchase of favourably priced pulp.

The Hygiene Products Division has shown substantial improvement in its working commensurate with the benefits accruing under the GST regime which makes its products more competitive than before. The Division has also shifted its strategy of procurement of paper products by having its products converted as job work from Converters instead of their outright purchase.

The Company''s turnover on the overall shows a decline of about 7% part of which is due to the (i) aforesaid shift in the procurement strategy by Hygiene Division as also (ii) judicious change in the product mix necessitated by high fiber cost so as to produce and market papers with better sales realization and margins than low priced ones which can be produced at higher output rate per machine hour albeit with lower margins.

FIXED DEPOSITS:

As informed to you earlier, pursuant to the Scheme of Arrangement and Reconstruction (Demerger) as sanctioned by the Honb''le Bombay High Court, the "Fixed Deposits Liability" was transferred from Pudumjee Pulp & Paper Mills Limited to the Company .Your Company holds fixed deposits accepted from Public with effect from the effective date of the scheme i.e. 1st February, 2016.

With effect from 05th July, 2017 the Company has started to accept fresh/renewal of fixed deposits from the public, shareholders and employees and as on 31st March, 2018 stood at Rs 3,463.24 Lakhs as against Rs 2,531.09 Lakhs at the end of the previous year (i.e. Fixed Deposit Liability).

During the year, the Company has accepted/renewed such deposits aggregating to Rs 1,003.85 Lakhs, and all the deposits falling due for repayment during the year were fullyrepaid on maturity except unclaimed deposits numbering 41 with amount of ? 20.26 Lakhs as at the end of the year.

There were no over dues on account of principal or interest on public deposits other than the unclaimed deposits as at the year end and there have been no default in repayment of deposits or payment of interest thereon. There are no deposits which are not in compliance with the requirements of Chapter V of the Act read with Companies (Acceptance of Deposits) Rules 2014.

AUDITORS:

i. STATUTORY AUDITORS:

M/s. J. M. Agrawal & Co., Chartered Accountants, have been appointed as Statutory Auditors of the Company at the 3rd Annual General Meeting to hold office up to the conclusion of 8th Annual General Meeting. M/s. J. M. Agrawal & Co., have given their consent to act as the Auditors of the Company till conclusion of 8th Annual General Meeting. The Company has received a Certificate from M/s. J. M. Agrawal & Co., to the effect that their appointment, would be within the prescribed limits under section 141 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for appointment. The Shareholders will be required to ratify the appointment of the auditors as required by Company Law and fix their remuneration at the ensuing Annual General Meeting.

There is no adverse remark or qualification in the Statutory Auditor''s Report annexed elsewhere in this Annual Report.

The Auditors have reported that there is no fraud on or by the Company noticed or reported during the year.

ii. SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the Board has appointed Mr. I. U. Thakur, Company Secretary, Pune to conduct Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year 2017-18 is annexed hereto as Annexure-1.

There is no adverse remark or qualification in the Secretarial Audit Report.

The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.

DETAILS OF APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

In terms of provisions of the Companies Act, 2013 and the Article of Association of the Company, Mr. Arunkumar Mahabir Prasad Jatia, Director and Non-Executive Chairman of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the applicable provisions of the Companies Act, 2013 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETINGS:

During the year 5 Board Meetings and 5 Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report, and forms part of this Annual Report. The intervening gap between the Meetings was within permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As required under the provisions of the Companies Act, 2013, the Board of Directors has constituted the Corporate Social Responsibility Committee. The major role of this Committee is to formulate, recommend, implement and monitor the CSR policy and activitiesto be undertaken by the Company to meet/contribute towards itscorporate social responsibility objectives. The Board of Directors at its meeting held on 20th May, 2017 has constituted its CSR Committee. Some of the activities which will be undertaken by the Company itself or through an eligible trust are as under;

a) Setting up and/or maintaining old age homes/orphanage and supplementing nutrition and other essentials for underprivileged people,

b) Environmental Protection,

c) Education and

d) Development of Rural Infrastructure.

The CSR committee comprises of the following members:

Sr. No.

Name of the Director

Category

Designation

1

Mr. Nandan Damani

Non-Executive Independent Director

Chairman

2

Mr. V. K. Beswal

Non-Executive Independent Director

Member

3

Mr. B. K. Khaitan

Non-Executive Independent Director

Member

4

Mr. S. K. Bansal

Non-Executive Non Independent Director

Member

The CSR Policy is also uploaded on the website of the Company viz: www.pudumjee.com.

During the year, the Company has disbursed total Rs 25 Lakhs to M/s. Jatia Foundation to be spent on the activites of Setting up and/or maintaining old age homes/orphanage and supplementing nutrition and other essentials for under privileged people, Environmental Protection, Education and Development of Rural Infrastructure.

The other relevant disclosures as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure-2.

The entire amount was deposited / transferred with M/s. Jatia Foundation.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose are provided in Annexure-3 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

A policy on Related Party Transactions has been adopted by the Board of Directors at its meeting held on 14th November, 2015 for determining the materiality of transactions with related parties and dealings with them. The said policy is available at the Company''s website at www.pudumjee.com.The Audit Committee reviews all related party transactions quarterly and also as and when felt necessary.

Pursuant to Sections 134(3), 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC -2 are provided under Annexure-4.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE:

As required under Companies Act, 2013, a meeting of the Independent Directors was held on 10th February, 2018 to evaluate the performance of the Non-independent Directors, wherein the evaluation of performance of the Non-independent Directors, including the Chairman and also of the Board as a whole was made, against pre-defined and identified criteria.

The criteria for evaluation of the performance of the Independent Directors, Chairman and the Board, was finalized by the Nomination and Remuneration Committee in its meeting held on 22nd January, 2016, the said committee has carried out evaluation of the performance of every Director. The said criteria is available at the Company''s website at www.pudumjee.com. The Board of Directors at their meeting held on 10th February, 2018 has evaluated the performance of Independent Directors.

While evaluating, the principles and guidelines issued vide circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 of Securities Exchange Board of India dated 5th January, 2017 on Board Evaluation have been taken into account.

FAMILIARISATION PROGRAMME:

The details of programmes for familiarisation of Independent Directors with the Company is available at the Company''s website at www.pudumjee.com.

RISK MANAGEMENT POLICY:

In accordance with the requirements of the Act, the Company has adopted and implemented a Risk Management Policy for identifying risks to the Company, procedures to inform Board members about the risk assessment & minimization procedures, monitoring the risk management plan, etc.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM:

The Company promotes ethical behaviour in all its business activities and has established a vigil mechanism for Directors and Employees to report their genuine concerns.

Pursuant to Section 177 of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy "Vigil Mechanism/ Whistle Blower Policy", wherein the Employees/Directors/Stakeholders of the Company are free to report any unethical or improper activity, actual or suspected fraud or violation of the Company''s Code of Conduct. This mechanism provides safeguards against victimization of Employees, who report under the said mechanism. During the year under review, the Company has not received any complaint under the said mechanism. The said policy is available at the Company''s website at www.pudumjee.com..

PARTICULARS OF EMPLOYEES:

As required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the statement giving required details is given in theAnnexure-5and Annexure-5A to this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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

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

As required under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed as Annexure-6 and forms part of this Report.

REPORT ON CORPORATE GOVERNANCE:

Your Company''s philosophy on Corporate Governance, sets the goal of achieving the highest level of transparency with integrity in all its dealings with its stakeholders including shareholders, employees, lenders and others. A report on Corporate Governance along with a Certificate from the practicing Company Secretary regarding the Compliance of Conditions of Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report as Annexure-7.

EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as at 31st March, 2018 is annexed herewith as Annexure-8 to this report.

REMUNERATION POLICY:

In accordance with the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated remuneration policy which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors.The said policy may be referred to, at the Company''s website at www.pudumjee.com and is annexed hereto and marked as Annexure-9.

SIGNIFICANT AND MATERIAL ORDERS:

There is no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors confirm that:

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

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

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

d) the Directors have prepared the annual accounts on a going concern basis; and

e) 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.

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

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation of the positive co-operation received from the Bankers, Customers, Vendors and Investors of the Company for their continued support during the year.

The Directors also wish to place on record their deep sense of appreciation for the dedication and contribution made by employees at all levels and look forward to their support in future as well.

On Behalf of the Board of Directors,

Place: Lonavala

A. K. Jatia,

Date: 26th May, 2018

Chairman.

ANNEXURE- 1

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

PUDUMJEE PAPER PRODUCTS LIMITED

Pune

I have conducted the secretarial audit of the compliances of applicable statutory provisions and the adherence to good corporate practices by PUDUMJEE PAPER PRODUCTS LIMITED (CIN: L21098PN2015PLC153717) (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the PUDUMJEE PAPER PRODUCTS LIMITED''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31.03.2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31.03.2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992(''SEBI Act''):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 - Not applicable to the Company during the Audit Period;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not applicable to the Company during the Audit Period;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable to the Company during the Audit Period;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable to the Company during the Audit Period.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. On the basis of the information provided by the Company, following laws are also complied with:

A) ENVIRONMENTAL LAWS:

1. The Air (Prevention and Control of Pollution) Act, 1981 & The Air (Prevention and Control of Pollution) Rules 1982.

2. The Water (Prevention and Control of Pollution) Act, 1974 & The Water (Prevention and Control of Pollution) Rules 1975.

3. The Hazardous Wastes (Management, Handling and Tranboundary Movement) Rules, 2008.

B) LABOUR LAWS:

1. The Factories Act, 1948

2. The Minimum Wages Act, 1948

3. The Payment of Wages Act, 1936

4. The Employees Provident Fund and Miscellaneous Provisions Act, 1956 and the schemes made thereunder

5. The Payment of Bonus Act, 1965

6. The Payment of Gratuity Act, 1972

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into by the Company with BSE Limited and National Stock Exchange of India Limited.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices are given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Decisions at Board Meeting were taken unanimously.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Signature:

I. U. THAKUR

PRACTICING COMPANY SECRETARY

Place : Pune

Date : 26th May, 2018

FCS:2298 C.P. No:1402

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

ANNEXURE ''A

To,

The Members,

Pudumjee Paper Products Limited

Pune

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Signature:

I. U. THAKUR

PRACTICING COMPANY SECRETARY

Place : Pune

Date : 26th May, 2018

FCS:2298 C.P. No:1402

ANNEXURE - 2 THE ANNUAL REPORT ON CSR ACTIVITIES

1) A Brief outline of the Company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

The Company believes in the CSR activities through collaboration. The Company would always like to help the entities that are in the area of social service. The entities could be Trusts which have established track record in the activities like Jatia Foundation, Mumbai which has an established track record of social service. The CSR activities to be carried out by the Company through an eligible trust are as under; a) Setting up and/or maintaining old age homes/orphanage and supplementing nutrition and other essentials for under privileged people; b) Environmental Protection; c) Education and d) Development of Rural Infrastructure. Website: www.pudumjee.com

2) The Composition of the CSR Committee

Sr.

No.

Name of the Director

Category

Designation

1

Mr. Nandan Damani

Non-Executive Independent Director

Chairman

2

Mr. V. K. Beswal

Non-Executive Independent Director

Member

3

Mr. B. K. Khaitan

Non-Executive Independent Director

Member

4

Mr. S. K. Bansal

Non-Executive Non Independent Director

Member

3) Average net profit of the Company for last three financial years

Rs 1,439.41 Lakhs

4) Prescribed CSR Expenditure (two per cent, of the amount as in item 3 above)

Rs 28.79 Lakhs (as per Section 1 35 (5) of Companies Act, 201 3) Rs 30 Lakhs (Budgeted)

5) Details of CSR spent during the financial year

The Company has spent on CSR activities through Jatia Foundation especially in area of Setting up and/or maintaining old age homes/orphanage and supplementing nutrition and other essentials for under privileged people, Environmental Protection, Education and Development of Rural Infrastructure in village Bissau, District Jhunjhunu, Rajasthan.

Total amount to be spent for the financial year

Rs 30 Lakhs

• Amount unspent, if any

Rs 5 lakhs

• Manner in which the amount spent during the financial year

CSR

Activities as stated below

Sr.

CSR Project or activity identified

Sector in which the Project is covered

Projects or programs 1) Local area or other 2) Specify the State and projects or programs was undertaken

Amount Outlay (budget) Project or program wise (in INR)

Amount spent on the programs Sub-heads: (1) Direct Expenditure on projects or programs (2) Overheads: (in INR)

Cumulative Expenditure upto to the Reporting period (in INR)

Amount spent Direct or through implementing agency

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

F.Y. 2017-18

F.Y. 2017-18

1

Setting up and/or maintaining old age homes/orphanage and supplementing nutrition and other essentials for underprivileged people

1)Bissau, Jhunjhunu district, Rajasthan

2

Environmental Protection

1)Bissau, Jhunjhunu district, Rajasthan

Through Jatia Foundation having estab-

3

Education

Promoting Education

1)Bissau, Jhunjhunu district, Rajasthan

30,00,000

25,00,000

25,00,000

lished track record

4

Development of Rural Infrastructure

1)Bissau, Jhunjhunu district, Rajasthan

TOTAL

30,00,000

25,00,000

25,00,000

Details of implementing agency - M/s. Jatia Foundation (Registration No. E30757(M)). The CSR committee has adopted CSR policy in the month of September, 2017.

Notes:

1. For F.Y. 2017-18 - The amount of Rs 25 Lakhs was paid to M/s. Jatia Foundation, however the aforementioned trust was not able to spend the full amount on specified CSR activities during the year due to paucity of sufficient time and would spend subsequently.

2. The CSR Committee confirms that, the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

V. P. Leekha

Nandan Damani

Managing Director

Chairman of CSR Committee

Place: Lonavala

Date: 26th May, 2018

ANNEXURE- 3 Particulars of loans given, guarantees/ investments made during the Financial Year 2017-18

Nature of transaction (whether loan/ guarantee/ security/ acquisition)

Name of the person or body corporate to whom it is made or given or whose securities have been acquired

Amount of loan /security/ acquisition /guarantee (in?)

Rate of interest For loans

For acquisitions

Number and kind of securities

Natue of Securities

Cost of acquisition If any (In Rs Per Share/ Units)

Selling price, Per Unit If any (In Rs Per Share/ Units)

ICD''s Given (Loan)

N.A.

N.A.

N.A.

N.A.

N.A.

N.A.

N.A.

Investments Made

Reliance Liquid Fund Treasury Plan

1,66,29,89,295

-

-

Mutual Fund Units

-

-

(7,50,47,753)

ICICI Pridential Liquid Fund

14,62,32,091

-

-

Mutual Fund Units

-

-

(0)

L&T Mutual Fund -Pool Collection

21,47,67,864

-

-

Mutual Fund Units

-

-

(5,11,30,121)

SBI Magnum Insta Cash Fund

12,10,77,507

-

-

Mutual Fund Units

-

-

(6,09,68,105)

Mirae Asset Cash Management

50,07,643

-

-

Mutual Fund Units

-

-

(0)

J. M. Equity Fund -Collection Account

14,29,51,636

-

-

Mutual Fund Units

-

-

(0)

Figures in bracket indicates balance as on 31al March, 2018

On Behalf of the Board of Directors,

Place : Lonavala

A. K. Jatia,

Date: 26lh May, 2018

Chairman.

ANNEXURE- 4 Particulars of Contracts or Arrangements with Related Parties (FORM AOC-2)

(Pursuant to clause (h) of Section 134(3) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts)

Rules, 2014.)

1. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARM''S LENGTH BASIS:

a)

Name(s) of the related parties and nature of relationships

AMJ Land Holdings Limited (formerly known as Pudumjee Pulp & Paper Mills Limited), a related party under Section 2(76)(v).

b)

Nature of contracts/arrangements/transaction

Arrangements for providing the Common Services (such as telephone, electricity, Computer etc.) at cost basis.

c)

Duration of the Contracts/arrangements/ transactions

Continuous arrangement.

d)

Salient terms of contracts or arrangements or transactions including the value if any

1) Monetary value: About Rs 15 lakhs for each financial year.

2) Nature, material terms and particulars of arrangement:

To provide Common Services (such as telephone, electricity, computer, etc.) on cost basis.

e)

Justification for entering into such contracts or arrangements or transactions

To provide common services to AMJ Land Holdings Limited in mutual interest, for continuance of the day to day commercial operations of the AMJ Land Holdings Limited.

f)

Date(s) of approval by the Board

26th May, 2018

g)

Amount paid as advances if any

NIL

h)

Date on which the special resolution was passed in general meeting as required under first proviso to Section 188

The approval of Shareholders will be obtained in the 4th Annual General Meeting of the Company to be held on 21st July, 2018.

[I.

a)

Name(s) of the related parties and nature of relationships

3P Land Holdings Limited (formerly known as Pudumjee Industries Limited) [3P Land], a related party under Section 2(76)(v)

b)

Nature of contracts/arrangements/transaction

Arrangements for providing the Common Services (such as telephone, electricity, Computer etc.) at cost basis.

c)

Duration of the Contracts/arrangements/ transactions

Continuous arrangement.

d)

Salient terms of contracts or arrangements or transactions including the value if any

1) Monetary value : About Rs 5 Lakhs for each financial year.

2) Nature, material terms and particulars of arrangement:

To provide Common Services (such as telephone, electricity, computer, etc.) on cost basis.

e)

Justification for entering into such contracts or arrangements or transactions

To provide common services to the 3P Land in mutual interest, for continuance of the day to day commercial operations of the 3P Land.

f)

Date(s) of approval by the Board

26th May, 2018

g)

Amount paid as advances if any

NIL

h)

Date on which the special resolution was passed in general meeting as required under first proviso to Section 188

The approval of Shareholders will be obtained in the 4rd Annual General Meeting of the Company to be held on 21st July, 2018.

2.DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS AT ARM''S LENGTH

BASIS: I.

a)

Name(s) of the related parties and nature of relationships

AMJ Land Holdings Limited (formerly known as Pudumjee Pulp & Paper Mills Limited), a related party under Section 2(76)(v).

b)

Nature of contracts/arrangements/transaction

Sale of tissue papers, Napkins, Towels, etc. at Market based rates

c)

Duration of the Contracts/arrangements/ transactions

Continuous arrangement.

d)

Salient terms of contracts or arrangements or transactions including the value if any

Monetary value :

About Rs 10 Lakhs in financial year 2017-18.

e)

Date(s) of approval by the Board

26th May, 2018

f)

Amount paid as advances if any

NIL

II.

a)

Name(s) of the related parties and nature of relationships

AMJ Land Holdings Limited (formerly known as Pudumjee Pulp & Paper Mills Limited), a related party under Section 2(76)(v).

b)

Nature of contracts/arrangements/transaction

Purchase of Renewable Energy Certificate at the prevailing market price govern by the exchange.

c)

Duration of the Contracts/arrangements/ transactions

Continuous arrangement.

d)

Salient terms of contracts or arrangements or transactions including the value if any

1) Monetary value : About Rs 80 Lakhs in financial year 2018-19.

e)

Date(s) of approval by the Board

26th May, 2018

f)

Amount paid as advances if any

NIL

On Behalf of the Board of Directors,

Place: Lonavala

A. K. Jatia,

Date: 26th May, 2018

Chairman.

ANNEXURE- 5

Information as per Section 197 of the Companies Act, 2013 read with the Companies (Appointments Remunerati Rules, 2014 and forming part of the Directors'' Report for the year ended 31st March, 2018.

Name & Age (Years)

Designation/ Nature of duties

Remuneration

Qualification & Experience (Years)

Date of commencement of employment.

Last employed

Gross Net Ra Rs

Name of the organisation

Position held

Mr. Ved Prakash Leekha (78)

Managing Director

88,59,028 62,28,300

B.E. (Mechanical) (55)

07.03.2000*

AMJ Land Holdings Limited (formerly

known as Pudumjee PulpS, Paper Mills Limited)

Managing Director

Dr. Ahok

Kumar (62)

Executive Director

97,68,537 70,33,291

M.E.

(Chemical) P.hD (38)

06.02.2015*

AMJ Land

Holdings Limited (formerly known as Pudumjee PulpS, Paper Mills Limited)

Director

Notes-

(1) Gross remuneration as shown above includes salary, bonus, Company''s contribution to Provident fund and Value of medical and other facilities but excludes provision for gratuity. Net remuneration is arrived at after deduction of Income Tax.

(2) The nature and conditions of employment are non contractual. The employee is whole-time Director of the Company during the year.

(3) There is no employee drawing remuneration in excess of the remuneration drawn by the Managing Director/ Whole time Director and who holds himself or along with his/her spouse and dependent children not less than two per cent of the equity shares of the Company.

(4) *With AMJ Land Holdings Limited (before Demerger).

(5) None of the above employees is related to each other.

On Behalf of the Board of Directors,

Place: Lonavala

A. K. Jatia,

Date: 26th May, 2018

Chairman.

ANNEXURE - 5A- STATEMENT SHOWING THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE''S REMUNERATION AND SUCH OTHER DETAILS.

NUMBER OF PERMANENT EMPLOYEES OF THE COMPANY : 630

Sr. No.

Name of the Director Chief Financial Officer, Chief Executive Officer, Company Secretary

Designation

Remuneration of each Director Chief Financial Officer, Chief Executive Officer, Company Secretary (in INR)

Median remuneration of the employees* in INR)

Ratio for the financial year between DandE

Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company

Percentage increase in the median remuneration of employees in the financial year

Average percentile increase already made in the salaries of employees other than the

Percentile increase in the Managerial Remuneration

Secretary in the

Managerial

financial year

Personnel

A

B

C

D

E

F

G

H

I

J

1

Mr. Ved Prakash

Managing Director

88,59,028

22.07

Nil

Nil

Leekha

2

Dr. Ashok Kumar

Executive Director

97,68,537

24.34

Nil

15.61

Nil

Nil

4,01,345

3

Mr. H. P. Birla

Chief Financial

27,52,470

6.86

Nil

Nil

Officer

4

Mr. Vinay Jadhav

Company Secretary

10,15,533

2.53

-

-

On Behalf of the Board of Directors,

Place: Lonavala

A. K. Jatia,

Date: 26th May, 2018

Chairman.

ANNEXURE- 6

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

Information as per Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and forming part of the Directors'' Report for the year ended 31st March, 2018.

A CONSERVATION OF ENERGY:

i) Steps taken for utilizing alternate sources of energy:

• Procured 26 MWh wind Power equivalent to 4% of total power requirement.

• Procured 34,339 MWh Bilateral Power.

• Proposing to install 5.00 MWh solar power plant. ii) Impact of measures taken:

Increasing uptime of machine and speed by 3 to 4%, Increasing felt life, reduction in power consumption by using LED Lights. Impact of measures taken above may result in significant savings in power cost.

iii) Capital Investment on energy conservation equipments:

Energy conservation is being implemented through the installation of energy saving devices such as super calendar, rubber covered drum roll, Ceramic Alox Tops etc.

B. TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION:

i)

Efforts made in brief towards Technology Absorption, Adaptation and Innovation

(a) Replacement of Mentor-ll by Mentor-MP DC drive for smooth plant operation at paper making machine, (b) Arrangement of avoiding high vibration during rewinding, uneven reel hardness, buckling and poor rewinding, (c) Installation of K-flex doctor holderswith accessories for drying cylinders, (d) Installation of low consistency Pulper replacing existing pulper.

ii)

Benefits derived as a result of the above results

(a) Reduction in the plant electrical problems and electronic failure.

(b) Avoided unplanned shutdown and enabling smooth plant operation

(c) Winding quality of paper improved, Achieved winding & hardness at desired level.

(d) Slushing capacity of pulp 85 quality increased

iii)

Details of Imported Technology

No new technology was imported.

iv)

Expenditure incurred on Research and Development

179.41 Lakhs

C FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange earned and used were Rs 1,107.52 Lakhs and Rs 20,257.18 Lakhs, respectively.

On Behalf of the Board of Directors,

Place: Lonavala

A. K. Jatia,

Date: 26th May, 2018

Chairman.


Mar 31, 2017

To the Members,

The Directors have pleasure in presenting before you the 3rd Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2017.

FINANCIAL RESULTS:

2016-2017

2015-16

(Rs. in Lacs)

(Rs. in Lacs)

The Earning Before Interest, Tax, Depreciation and Amortization

4,696.91

3,492.53

Less:

i) Finance cost

991.81

1,688.11

ii) Depreciation

664.78

533.46

The net profit before tax

3,040.32

1,270.96

Add:

The balance of Profit brought forward from last year

1,299.50

1.12

Total

4,339.82

1,272.08

Less:

Provision for Current Taxation

700.00

250.00

Provision/(Saving) for Deferred Taxation

353.00

9.00

Dividend on Equity Shares

-

94.95

Tax on Dividend (for earlier year)

1.07

18.26

Transfer to General Reserve

200.00

200.00

Total

1,254.07

572.21

Balance proposed to be carried forward to next year''s accounts

3,085.75

699.87

DIVIDEND:

The Board of Directors recommends the payment of Dividend for the year ended 31st March, 2017 at the rate ofRs.0.15 per share. If approved, the Equity Dividend shall be paid, subject to the provisions of section 126 of the Companies Act, 2013 to those shareholders whose names stand on the Register of Members on 22n July, 2017.

The Dividend in respect of shares held in electronic form, will be paid to all those beneficial owners of the shares as per the details furnished by depositories for the purpose at the close of business hours on 10 July, 2017.

OPERATIONS:

The Directors are happy to report that during the year under review the Company has sold 60483 MT of paper which is more by about 23% over quantity sold in previous year, inspite of adverse impact of demonetization particularly in the intervening period on economy in general. The Company has achieved a turnover of aboutRs.543 crores and Earning Before Interest, Depreciation, Tax & Amortization (EBIDTA) ofRs.46.97 crores registering an increase of over 10% and 34% respectively over the corresponding figures of last year. The net profit after tax atRs.19.87 crores has witnessed a growth by 96% over the last year. The sharp increase in profitability has primarily been on account of comparatively lower input costs, change in product mix including developing new grades of paper and dynamic market strategy adopted to address changing market conditions. Whilst Paper Division segment which manufactures wide range of Specialty Paper products could get some advantage by adopting appropriate market strategy during and after demonetization period, the Hygiene Products Division which markets converted tissue products under its brand name ''Greenlime'' did somewhat suffer due to disruption caused by the said event.

A project for installation of 132/100 KV Sub-station as also a full width Super Calendar Project involving an outlay of aboutRs.30 Crores is in advanced stage of completion and is likely to be completed in the first half of 2017-18. These projects are expected to further supplement efforts of the Company to improve its profitability.

FIXED DEPOSITS:

As informed to you earlier, pursuant to the Scheme of Arrangement and Reconstruction (Demerger) as sanctioned by the Honb''le Bombay High Court, the "Fixed Deposits Liability" was transferred from Pudumjee Pulp & Paper Mills Limited to the Company. Your Company holds fixed deposits accepted from Public with effect from the effective date of the scheme i.e. 1s February, 2016. The repayments of deposits as and when due are being made and all other obligations are regularly met by the Company.

AUDITORS: i. STATUTORY AUDITORS:

Pursuant to the Section 139 of the Companies Act, 2013 and the Rules made there under a Statutory Auditor can be appointed for the period of 5 years subject to the ratification by shareholders at every Annual General Meeting.

Messrs. Khare & Company (Registration No. F105100W) the Company''s Auditors were appointed to hold office till the conclusion of 6 Annual General Meeting at the 2n Annual General Meeting of the Company.

However, Messrs. Khare & Company Chartered Accountant, have expressed their unwillingness to continue as the Statutory Auditors of the Company beyond ensuing Annual General Meeting as indicated in their letter dated 20th May, 2017.

In view of that, the Board of Director at their meeting held on 20th May, 2017 recommended the appointment of M/s. J. M. Agrawal & Company, Chartered Accountants (Firm Registration No. 100130W) as a Statutory Auditor of the Company, subject to the approval of the shareholders in the ensuing General Meeting for a period of 5 years i.e. from the conclusion of this meeting till the conclusion of the 8 Annual General Meeting of the Company.

The Company has received the consent from the M/s. J. M. Agrawal & Company, Chartered Accountants (Firm Registration No. 100130W) and confirmation to the effect that they are not disqualified to be appointed as the Auditors of the Company in terms of the provisions of the Companies Act, 2013 and rules made there under. The Shareholders will be required to appoint the auditors and fix their remuneration at the ensuing Annual General Meeting.

There is no adverse remark or qualification in the Statutory Auditor''s Report annexed elsewhere in this Annual Report.

The Auditors have reported that there is no fraud on or by the Company noticed or reported during the year.

ii. SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the Board has appointed Mr. I. U. Thakur, Company Secretary, Pune to conduct Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Audit Report for the financial year 2016-17 is annexed hereto as Annexure No. 1.

There is no qualification in the Secretarial Audit Report.

iii. COST AUDITORS: ’

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. Y. R. Doshi & Co., Cost Accountants, Mumbai as Cost Auditor to audit the Cost Accounts of the Company for the financial year 2017-18. As required under the Companies Act, 2013, a resolution seeking Member''s approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting.

DETAILS OF APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

In terms of provisions of the Companies Act, 2013 and the Article of Association of the Company, Mr. Ved Prakash Leekha, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the applicable provisions of the Companies Act, 2013 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETINGS:

During the year 6 Board Meetings and 6 Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report, and forms part of this Annual Report. The intervening gap between the Meetings was within permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As required under the provisions of the Companies Act, 2013, the Board of Directors has constituted the Corporate Social Responsibility Committee. The major role of this Committee is to formulate, recommend, implement and monitor the CSR policy and activities to be undertaken by the Company to meet/contribute towards its corporate social responsibility objectives. The Board of Directors at its meeting held on 20 May, 2017 has constituted its CSR Committee. Some of the activities which will be undertaken by the Company itself or through an eligible trust are as under;

a) Education

b) Environment

c) Vocational Development

The CSR committee comprises of the following members:

Sr. No.

Name of the Director

Category

Designation

1

Mr. Nandan Damani

Non Executive, Independent Director

Chairman

2

Mr. V. K. Beswal

Non Executive, Independent Director

Member

3

Mr. B. K. Khaitan

Non Executive, Independent Director

Member

4

Mr. S. K. Bansal

Non Executive, Non Independent Director

Member

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose are provided in Annexure No.2 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

A policy on Related Party Transactions has been adopted by the Board of Directors at its meeting held on 14th November, 2015 for determining the materiality of transactions with related parties and dealings with them. The said policy is available at the Company''s website at www.pudumjee.com.The Audit Committee reviews all related party transactions quarterly and also as and when felt necessary.

Pursuant to Section 134 (3), 188 (1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts)Rules, 2014 the particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC -2 are provided as Annexure No. 3.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE:

As required under Companies Act, 2013, a meeting of the Independent Directors was held on 4th February, 2017 to evaluate the performance of the Non-Independent Directors, wherein the evaluation of performance of the Non Independent Directors, including the Chairman and also of the Board as a whole was made, against pre-defined and identified criteria.

The criteria for evaluation of the performance of the Independent Directors, Chairman and the Board, was finalized by the Nomination and Remuneration Committee in its meeting held on 22nd January, 2016, the said committee has carried out evaluation of the performance of every Director. The said criteria is available at the Company''s website at www.pudumjee.com. The Board of Directors at their meeting held on 4th February, 2017 has evaluated the performance of Independent Directors.

While evaluating, the principles and guidelines issued vide circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 of Securities Exchange Board of India dated 5th January, 2017 on Board Evaluation have been taken into account.

FAMILIARISATION PROGRAMME:

The details of programmes for familiarization of Independent Directors with the Company is available at the Company''s website at www.pudumjee.com.

RISK MANAGEMENT POLICY:

In accordance with the requirements of the Act, the Company has adopted and implemented a Risk Management Policy for identifying risks to the Company, procedures to inform Board members about the risk assessment & minimization procedures, monitoring the risk management plan, etc.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM:

The Company promotes ethical behaviour in all its business activities and has established a vigil mechanism for Directors and Employees to report their genuine concerns.

Pursuant to Section 177 of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy "Vigil Mechanism / Whistle Blower Policy", wherein the Employees/Directors/Stakeholders of the Company are free to report any unethical or improper activity, actual or suspected fraud or violation of the Company''s Code of Conduct. This mechanism provides safeguards against victimization of Employees, who report under the said mechanism. During the year under review, the Company has not received any complaint under the said mechanism. The said policy is available at the Company''s website at www.pudumjee.com.

PARTICULARS OF EMPLOYEES:

As required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the statement giving required details is given in the Annexure No(s). 4 and 4 A to this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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

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

As required under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo is annexed as Annexure No. 5 and forms part of this Report.

REPORT ON CORPORATE GOVERNANCE:

Your Company''s philosophy on Corporate Governance, sets the goal of achieving the highest level of transparency with integrity in all its dealings with its stakeholders including shareholders, employees, lenders and others. A report on Corporate Governance along with a Certificate from the practicing Company Secretary regarding the Compliance of Conditions of Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report as Annexure No.6.

EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3 (a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as at 31st March, 2017 is annexed herewith as Annexure No. 7 to this report.

REMUNERATION POLICY:

In accordance with the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated remuneration policy which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors. The said policy may be referred to, at the Company''s website i.e., www.pudumjee.com and is annexed hereto and marked as Annexure No. 8.

SIGNIFICANT AND MATERIAL ORDERS:

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors confirm that:

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

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

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

d) the Directors have prepared the annual accounts on a going concern basis; and

e) 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.

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

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation of the positive co-operation received from the Bankers, Customers, Vendors and Investors of the Company for their continued support during the year.

The Directors also wish to place on record their deep sense of appreciation for the dedication and contribution made by employees at all levels and look forward to their support in future as well.

On Behalf of the Board of Directors,

Place: Mumbai A. K. Jatia,

Date: 20th May, 2017 Chairman.


Mar 31, 2016

To the Members,

The Directors have pleasure in presenting before you the 2nd Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2016.

FINANCIAL RESULTS:

2015-2016

2014-15

(Rs, in Lacs)

(Rs, in Lacs)

The gross profit before interest and Depreciation

3492.53

1.73

Less:

i) Finance cost

1688.11

0.00

ii) Depreciation

533.46

0.00

The net profit before tax

1270.96

1.73

Add:

The balance of Profit brought forward from last year

1.12

0.00

Total

1272.08

1.73

Less:

Provision for Current Taxation

250.00

0.61

Provision/(Saving) for Deferred Taxation

9.00

0.00

Dividend on Equity Shares

94.95

0.00

Tax on Dividend

18.26

0.00

Transfer to General Reserve

200.00

0.00

Total

572.21

0.61

Balance proposed to be carried forward to next year''s accounts

699.87

1.12

The summarized results tabulated above for the current year 2015-16 are not comparable with those of previous period for the reasons that (a) the figures for the previous period were since incorporation of the Company on 14th January, 2015; and (b) in the current year, effect has been given to Scheme of Arrangement approved by the Bombay High Court, as stated under "Operations" and (c) the net profit after tax of the demerged undertakings, for the period from the appointed date i.e. 1 April, 2014 to 31 March, 2015 (i.e. last financial year) of Rs, 599.63 lacs has been adjusted in Reserves & Surplus.

DIVIDEND:

The Board of Directors recommends the payment of Dividend for the year ended 31st March, 2016 at the rate of Re. 0.10 per equity share. If approved, the Equity Dividend shall be paid, subject to the provisions of section 126 of the Companies Act, 2013 to those shareholders whose names stand on the Register of Members on 17 September, 2016.

The Dividend in respect of shares held in electronic form, will be paid to all those beneficial owners of the shares as per the details furnished by depositories for the purpose at the close of business hours on 5 September, 2016.

OPERATIONS:

As you may be aware that the Company was incorporated as a Special Purpose Vehicle on 14th January, 2015 for merging into it all paper manufacturing business of Pudumjee Pulp & Paper Mills Ltd., (PPPML) and Pudumjee Industries Ltd. (PIL) and marketing of Hygiene products business of Pudumjee Hygiene Products Ltd. (PHPL) by way of scheme of arrangement between the Company and the aforesaid transferor Companies with effect from Appointed Date, namely 01 April, 2014 The Directors are pleased to inform that the Hon''ble Bombay High Court approved the scheme on 08 January, 2016 and after the requisite compliances, the scheme has become effective on 01 February, 2016 In terms of this scheme, amongst others, all the relevant assets and liabilities of the aforesaid businesses together with employees stood transferred to the Company with effect from the appointed date namely; 01 April, 2014. The businesses being carried onwards by the transferor Companies are deemed to have been carried out by the Company on and from the appointed date 01 April, 2014.

The Company is currently carrying out its manufacturing operations from its Pune plant for which a Leave and License Agreement has been executed by PPPML and PIL for a period of 5 years to enable it to shift and expand its operations at Mahad in due course of time after requisite plans are firmed up and necessary approvals obtained.

The Company''s business is manufacturing of specialty papers and marketing of paper and hygiene products. The specialty paper business comes to the Company with over 4 decades of proven expertise and state-of-the-art manufacturing facilities. The Company can manufacture up to 60,000 MT per annum of Specialty Papers on two Fourdrinier Paper Machines and two M.G. Paper Machines along with necessary infrastructure including utilities, water, power and steam systems, waste water treatment and disposal arrangement meeting applicable statutory requirements. The Company has an established marketing setup throughout India for the ''Specialty'' and other papers it manufactures and for the hygiene products it markets under the brand name "Greenlime". Small quantities are also exported to Europe and other countries.

PUDUMJEE Group, pioneers in India since about 45 years, have developed requisite technology for a wide range of specialty paper products. The product portfolio ranges from glassine and grease resistance papers, laminating base paper for flexible packaging, packing tissues for precision engineering components and tools etc., Decor paper for furniture and laminates, label release papers, fine papers for printing bible, parchmentine for textile cones, etc. and M.G. papers, Crepe tissues for bathroom, facial and towel applications, etc. More recently products like papers for baking cakes, etc., paper for pharma packaging, saturating paper for application for mosquito repellent, paper for packing surgical instruments, etc. have been successfully developed and marketed.

The hygiene products division of the Company markets the converted tissue products such as bathroom rolls, kitchen towel, facial, napkins, dispensers, etc. under its brand name "GREENLIME'' which has a good recall value for luxury hotels, airports, corporate offices, etc.

As would be seen from the accounts, the Company has during the Financial Year 2015-16 registered a turnover of over ''494.71 crores with net profit before tax of Rs,12.71 crores. The Company has manufactured 50,799 MT of papers and is attempting to increase the tonnage and expanding its market share by developing newer grades of paper through continuous focus on Research and Development activity.

With a view to have further cost reduction, achieve growth and to address challenges from Global competition in terms of cost and quality, the Company has acquired 80 acres site at Maharashtra Industrial Development Corporation, Mahad, Maharashtra State where it will be able to take up newer products like Release liner for label application, food packaging papers, etc. The new site shall be developed with utmost consideration for environment protection, technical up gradation, captive co-generation plant to optimize the energy efficiency and minimize cost. The site is also eligible to avail substantial State Government incentives as are granted to Mega Status project.

SCHEME OF ARRANGEMENT AND RECONSTRUCTION (DEMERGER):

During the year under review, approval of the Hon''ble Bombay High Court was received on 08*'' January, 2016 to the on-going Scheme of Arrangement and Reconstruction (Demerger) between Pudumjee Pulp & Paper Mills Limited and Pudumjee Industries Limited and Pudumjee Hygiene Products Limited and Pudumjee Paper Products

Limited and their respective shareholders and creditors for demerger of the Paper Business of the Pudumjee Pulp & Paper Mills Limited and Pudumjee Industries Limited and Trading Business of the Pudumjee Hygiene Products Limited into the Company with effect from the Appointed date i.e. 01 April, 2014. The said Scheme became effective upon the filing of copy of the order of Hon''ble Bombay High Court with Registrar of Companies, Pune on 01st February, 2016.

CHANGES IN SHARE CAPITAL AND ISSUE OF SHARES:

During the year under review, the Company has increased its Authorized Share Capital from '' 5,00,000/- divided into 5,00,000 Equity Shares of ''1 each to ''10,00,00,000/- divided into 10,00,00,000 Equity Shares of ''1 each at the Shareholders meeting held on 08 December, 2015.

Further, pursuant to the Scheme of Arrangement and Reconstruction (Demerger), on 17" February, 2016, the Company has issued and allotted 9,44,50,000 equity shares of '' 1/- each fully paid-up to the eligible Shareholders of the Transferor Companies. The equity shares issued and allotted by the Company pursuant to the Scheme got listed with BSE Limited and National Stock Exchange of India Limited on 30 March, 2016.

The above allotment also includes 1847 equity shares, arising out of the consolidation of fractional entitlements, which were allotted to Mr. I. U. Thakur, Practicing Company Secretary, Pune, being the trustee nominated by the each of the Transferor Companies. The Trustee shall sell said shares in the open market at the prevailing market prices and distributing the net proceeds thereof to the Shareholders in proportion to their respective fractional entitlements.

Pursuant to the above, as on 31st March, 2016. the Issued, Subscribed and paid up capital of the Company stands increased to '' 9,49,50,000/-.

LISTING OF SHARES:

The Equity shares of the Company are listed on BSE Limited with scrip code No. 539785 and on National Stock Exchange India Limited with scrip symbol PDMJEPAPER. The Company confirms that the annual listing fees to both stock exchanges for the financial year 2016-17 have been paid.

FIXED DEPOSITS:

Pursuant to the ''Scheme'' as sanctioned by the Hon’ble Bombay High Court, the "Fixed Deposits Liability" was transferred from Pudumjee Pulp & Paper Mills Limited to the Company. Your Company holds fixed deposits accepted from Public with effect from the effective date of the scheme i.e. 01 February, 2016. The repayments of deposits as and when due are being made and all other obligations are regularly met by the Company.

AUDITORS: i. STATUTORY AUDITORS:

M/s. Khare and Company, Chartered Accountants, have been appointed as Statutory Auditors of the Company at the 01st Annual General Meeting to hold office up to the conclusion of 2nd Annual General Meeting. M/s. Khare and Company, have given their consent to act as the Auditors of the Company. The Shareholders will be required to appoint them and fix their remuneration.

The Company has received a Certificate from M/s. Khare and Company, to the effect that their appointment, would be within the prescribed limits under section 141 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for re-appointment.

There is no qualification or adverse remarks in the Statutory Auditor''s Report as annexed elsewhere in this Annual Report.

The Auditors have reported that there is no fraud on or by the Company noticed or reported during the year.

ii. SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the Board has appointed Mr. I. U. Thakur, Company Secretary, Pune to conduct Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit Report for the financial year 2015-16 is annexed hereto as Annexure No. 1.

There is no qualification in the Secretarial Audit Report.

iii. COST AUDITORS:

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. Y. R. Doshi & Co., Cost Accountants, Mumbai as Cost Auditor to audit the Cost Accounts of the Company for the financial year 2016-17. As required under the Companies Act, 2013, a resolution seeking Member''s approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting.

iv. INTERNAL AUDITOR:

During the year under review, the Board of Directors has appointed Mr. A. T. Hozdar, a Practicing Chartered Accountant as Internal Auditor of the Company to carry out internal audit of the Company.

DETAILS OF APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board of Directors appointed Mr. Basant Kumar Khaitan as Additional Director (Independent) and Dr. Ashok Kumar as Additional Director and also an Executive Director at its meeting held on 28 May, 2016.

The Board of Directors appointed Mr. Nandan Damani, Mr. Vinod Kumar Beswal and Mrs. Madhu Dubhashi as Additional Directors (all independent) at the meetings held on 21 October, 2015 and 14 November, 2015 respectively.

Mr. Basant Kumar Khaitan, Dr. Ashok Kumar, Mr. Nandan Damani, Mr. Vinod Kumar Beswal and Mrs. Madhu Dubhashi hold their respective office of directorship up to the date of the forthcoming Annual General Meeting. Notice together with deposit has been received from members proposing their candidature for the office of Director of the Company at the forthcoming Annual General Meeting.

In terms of provisions of the Companies Act, 2013 and the Article of Association of the Company, Mr. Surendra Kumar Bansal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

During the year Mr. Vinay Jadhav was appointed as Company Secretary of the Company with effect from 21st October, 2015 and Mr. Hanuman Prasad Birla was appointed as Chief Financial Officer of the Company with effect from 01st February, 2016.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the applicable provisions of the Companies Act, 2013 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETINGS:

During the year 8 Board Meetings and 2 Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report, and forms part of this Annual Report. The intervening gap between the Meetings was within permissible period prescribed under the Companies Act, 2013 and Listing Regulations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose are provided in Annexure No. 2 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

A policy on Related Party Transactions has been adopted by the Board of Directors at its meeting held on 14th November, 2015 for determining the materiality of transactions with related parties and dealings with them. The said policy is available at the Company''s website at www.pudumjee.com.The Audit Committee reviews all related party transactions quarterly and also as and when felt necessary.

Pursuant to Section 134(3), 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC -2 are provided as Annexure No. 3.

BOARD EVALUATION:

In accordance with the requirements of the Act, the Company has adopted Policy for evaluation of performance of the Independent Directors, including the Chairman and the Board and the same is available at the Company''s website at www.pudumjee.com.

FAMILIARISATION PROGRAMME:

The details of programmes for familiarization of Independent Directors with the Company is available at the Company''s website at www.pudumjee.com.

RISK MANAGEMENT POLICY:

In accordance with the requirements of the Act, the Company has adopted and implemented a Risk Management Policy for identifying risks to the Company, procedures to inform Board members about the risk assessment & minimization procedures, monitoring the risk management plan, etc.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM:

The Company promotes ethical behavior in all its business activities and has established a vigil mechanism for Directors and Employees to report their genuine concerns.

Pursuant to Section 177 of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy "vigil mechanism / Whistle Blower Policy", wherein the Employees/Directors/Stakeholders of the Company are free to report any unethical or improper activity, actual or suspected fraud or violation of the Company''s Code of Conduct. This mechanism provides safeguards against victimization of Employees, who report under the said mechanism. During the year under review, the Company has not received any complaints under the said mechanism. The said policy is available at the Company''s website at www.pudumjee.com.

PARTICULARS OF EMPLOYEES:

As required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the statement giving required details is given in the Annexure No. 4 and 4A to this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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

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

As required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed as Annexure No. 5 and forms part of this Report.

REPORT ON CORPORATE GOVERNANCE:

Your Company''s philosophy on Corporate Governance, sets the goal of achieving the highest level of transparency with integrity in all its dealings with its stakeholders including shareholders, employees, lenders and others. A report on Corporate Governance along with a Certificate from the practicing Company Secretary regarding the

Compliance of Conditions of Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report as Annexure No. 6.

EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as at 31 March, 2016 is annexed herewith as Annexure No. 7 to this report.

REMUNERATION POLICY:

In accordance with the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated remuneration policy which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors. The said policy may be referred to, at the Company''s website i.e., www.pudumjee.com and is annexed hereto and marked as Annexure No. 8.

SIGNIFICANT AND MATERIAL ORDERS:

There is no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors confirm that:

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

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profits of the company for that period;

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

d) the directors have prepared the annual accounts on a going concern basis; and

e) 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.

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

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation of the positive co-operation received from the Bankers, customers, vendors and investors of the Company for their continued support during the year.

The Directors also wish to place on record their deep sense of appreciation for the dedication and contribution made by employees at all levels and look forward to their support in future as well.

On Behalf of the Board of Directors,

Date: 28th May, 2016 A. K. Jatia,

Place: Mumbai Chairman.

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