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Directors Report of Shree Krishna Paper Mills & Industries Ltd.

Mar 31, 2018

DIRECTORS'' REPORT

To the Members,

The Directors of your Company are pleased to present the 46th Annual Report together with the Audited Financial Statements for the year ended on March 31 , 2018.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31 , 2018 is summarised below:

in Lakhs)	2017-18	2016-17
Revenue from Operations (Net)	13,665.98	13,806.14
Profit before Exceptional Items and Tax	(376.14)	648.75
Exceptional Items	539.83	1,771.35
Profit before Tax	163.69	2,420.10
Less: Tax Expense	101.85	46.01
Profit for the Year	61.84	2,374.09
Other Comprehensive Income	13.85	8.01
Total Comprehensive Income for the period	75.69	2,382.10

During the year under review, the revenue from operations was Rs 13,665.98 lakhs against Rs 13,806.14 lakhs in the last financial year. The Company has earned profit before tax of Rs.163.69 lakhs (including income from exceptional items amounting to Rs. 539.83 Lakhs) against Rs 2,420.10 lakhs (including income from exceptional items amounting to Rs. 1,771.35 Lakhs) in last year. The performance has been affected adversely due to increase in the cost of raw material and several other factors. However, your directors are making continuous effort in analysing and implementing various measures for better results and the improvement in performance of the Company. The Company has adopted Indian Accounting Standard (referred to as ''Ind AS'') with effect from 1 April, 2017 and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other accounting principles generally accepted in India.

DIVIDEND

Keeping in view the low quantum of profit, the Directors have decided not to recommend any dividend for the year under review and plough back the profits to increase the wealth of the shareholders.

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2018 was Rs. 1,352.17 lakhs. During the year under review, the Company has not issued any shares with differential voting rights, sweat equity shares and equity shares under Employees Stock Option Scheme.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed on Bombay

Stock Exchange. The Company''s delisting application with Calcutta Stock Exchange is pending since long.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any public deposit within the meaning of Chapter V of the Companies Act, 2013 and rules made there under.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9 is annexed herewith as ''Annexure-A''.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year, the Company has regularized the appointment of Mr. Rajesh Muju (DIN: 07751945) as an Independent Director at the Annual General Meeting held on September 26, 2017 who was appointed as an Additional Director on March 7, 201 7. Ms. Tripta Goswami (DIN: 07111342) resigned as Director of the Company w.e.f. November 18, 2017. The Board has placed on record sincere appreciation and gratitude for contributions made by her during her tenure as a Director. The Board of Directors has appointed Ms. Rakhi Verma (DIN: 07995132) as an Additional Director (Non-Executive) with effect from November 18, 2017. In terms of Section 161 of the Companies Act, 2013, Ms. Rakhi Verma holds office up to the date of ensuing Annual General Meeting. The Company has received requisite notice under Section 1 60 of the Companies Act, 2013 from a member proposing her name for appointment as a Director of the Company. Accordingly, the Board recommends the resolution in relation to appointment of Ms. Rakhi Verma as a Director, for the approval by the members of the Company. Brief profile of Ms. Rakhi Verma is given in the notice convening the ensuing AGM.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. B. N. Pasari (DIN: 00101519), Non-Executive Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The information on the particulars of Director eligible for appointment in terms of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided in the notes to the notice convening the Annual General Meeting.

Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Evaluation

Pursuant to the provisions of Section 134 (3) (p) of the Companies Act, 2013 and the rules made thereunder, the Board was required to carry out the Annual Performance Evaluation of the Board, its Committees and individual Directors. Additionally, as per provision of Regulation 17 (10) of SEBI (LODR) Regulations, 2015, the performance evaluation of the independent directors was also to be done by the Board of Directors. Accordingly, the Board has carried out the annual evaluation of the Directors individually including the Independent Directors (wherein the concerned director being evaluated did not participate), Board as a whole, and following Committees of the Board of Directors. i) Audit Committee;

ii) Nomination and Remuneration Committee; iii) Stakeholders'' Relationship Committee; and iv) Corporate Social Responsibility Committee;

The manner in which the evaluation has been carried out is explained in the Corporate Governance Report. The Board approved the evaluation results recommended by the Nomination and Remuneration Committee.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, adopted a policy for selection and appointment of Directors, Key Managerial Personnel (KMP) and Senior Management and their remuneration. The Nomination and Remuneration Policy is annexed as ''Annexure-B'' to the Directors'' Report.

Board Meetings

During the year, Twelve Board Meetings and One Independent Directors'' Meeting were held, the details of which are given in the Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were adhered to while considering the time gap between two meetings.

Composition of Audit Committee

The composition, terms of reference etc. of the Audit Committee is provided in Corporate Governance Report which forms part of this Annual Report. There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY

The applicability of the provisions of Corporate Social Responsibility on the Company commenced from the financial year 2017-18, as the net profit of the Company exceeded Rs. 5 Crore in the financial year 2016-17. Accordingly, pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility Committee (CSR Committee). The details of membership of the committee & the meetings held are detailed in the Corporate Governance Report, forming part of this report. The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR committee is available on the website of the Company and can be accessed through the web link http://www.skpmil.com/ pagepdf/1502951707.pdf. The CSR Committee comprises of two Independent Directors and one Non-Executive Director. The Committee had given their recommendation to incur the CSR expenses directly and identified the areas of ensuring environmental sustainability as specified under Schedule VII of the Companies Act, 2013 by construction of recharge structures for rain water harvesting under Mukhyamantri Jal Swavlamban Abhiyan in District Jaipur, Rajasthan. The Annual Report on CSR Activities is attached as ''Annexure-C.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended on March 31, 2018, the applicable accounting standards have been followed and there is no material departure from the same;

ii) the Directors have selected such accounting policies and applied 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 financial year ended on March 31, 2018 and of the profit of the Company for that period;

iii) 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; iv) the Directors have prepared the annual accounts on a going concern basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary/joint venture/ associate company within the meaning of the Companies Act, 2013.

CORPORATE DEBT RESTRUCTURING

The debts of the Company are under Corporate Debt Restructuring (CDR) mechanism w.e.f. April 1, 2009.

RISK MANAGEMENT POLICY

The Company has an integrated risk Management framework through which it identifies, monitors, mitigates and reports key risks that impacts its ability to meet the strategic objectives. A note on the policy of the Company on risk management is provided in this Annual Report under Management Discussion and Analysis Report.

INTERNAL FINANCIAL CONTROLS

In the opinion of the Board, the company has in place an adequate system of Internal Financial Control commensurate with its size & nature of business. This system provides a reasonable assurance in respect of providing financial and operational information, compliance of applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. During the year under review, such systems were tested and no material weaknesses in their design or operations were observed.

CURRENT OUTLOOK

Paper Industry plays a vital role in the economic growth of a country through revenue generation, foreign exchange earnings, and employment generation. India is a growing nation in both population and aspirational middle class, which ultimately means a growth in paper consumption. There is a great opportunity in India for the industry to work together for the development of the industry. Paper finds its usage in recording, storage and dissemination of information. Despite the technological revolution leading to increased computerization of operations, paper still holds on to its existence and has become an essential commodity.

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

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as ''Annexure-D'' to the Directors'' Report.

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies

Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Radheshyam Sharma & Co., Chartered Accountants (Firm Registration No. 016172N) were appointed as Statutory Auditors of the Company at the Annual General Meeting held on September 29, 2015, to hold office till the conclusion of the 48th Annual General Meeting of the Company.

The Auditors'' Report on Financial Statements of the Company for the Financial Year 2017-18 does not contain any qualification, reservation or adverse remark. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. The observations of Statutory Auditors and Notes to the Financial Statements are self-explanatory and do not call for any further comments.

Cost Auditors

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Amendment Rules, 2015 and the Companies (Cost Records and Audit) Amendment Rules, 2015, the Board has, on the recommendation of Audit Committee, approved the appointment of M/s Vijender Sharma & Co., Cost Accountants, Delhi (Firm Registration No. 00180) to carry out the cost audit of Company''s records in respect of newsprint paper for the financial year 2018-19, at a remuneration of Rs 75,000/- (Rupees Seventy Five Thousand only) plus taxes at the applicable rates and reimbursement of out of pocket expenses in connection with the aforesaid audit. The remuneration proposed to be paid to them requires ratification by the members of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing ACM.

The Cost Audit Report for the financial year ended on March 31, 2017 has been filed under XBRL mode within the stipulated time period.

Secretarial Auditors

M/s. BLAK & Co., Company Secretaries, Delhi were appointed to conduct the secretarial audit of the Company for the financial year ended on March 31, 2018, as required under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by them is annexed herewith as ''Annexure-E''. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Internal Auditors

M/s G A M S & Associates, Chartered Accountants performs the duties of internal auditors of the Company and their report is reviewed by the audit committee from time to time.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has not granted any loans or given guarantees/securities or made investments under section 186 of the Companies Act, 2013. The earlier investments made by the Company are provided in the notes to the financial statements in this Annual Report.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, a disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

All Related Party Transactions are placed before the Audit Committee for approval in compliance with the requirements laid down in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Omnibus approval was obtained on a yearly basis for transactions which were of repetitive nature.

The Policy on Related Party Transactions as approved by the Board is also uploaded on the Company''s website at www.skpmil.com. The details of the related party transactions are set out in Note No. 59 to the financial statements forming part of this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the Company has adopted a ''Whistle Blower policy/Vigil Mechanism'' which provides for adequate safeguard against victimization of person who use such mechanism and the Directors and employees have direct access to the Chairman of the Audit Committee, in exceptional cases. The Vigil Mechanism (Whistle Blower Policy) is available on Company''s website www.skpmil.com at http://www.skpmil.eom/pagepdf/1459763188.pdf link.

CORPORATE GOVERNANCE

The Company constantly endeavours to follow the corporate governance guidelines and best practices sincerely and disclose the same transparently. A separate report on Management Discussion and Analysis, Corporate Governance together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

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

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has an Internal Complaints Committee (ICC) for redressal of sexual harassment complaints and for ensuring time bound treatment of such complaints. There was no complaint received from any employee during the financial year 2017-18 and hence, no complaint is outstanding as on March 31, 2018 for redressal.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details have been appended to this Report as ''Annexure-F (I)''. A statement showing the names and other particulars of the top ten employees in terms of remuneration drawn as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as ''Annexure-F (II)'' to this report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. No amount has been or is proposed to be transferred to any reserves of the Company.

2. No significant or material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

3. There were no special resolution passed pursuant to the provisions of Section 67(3) of the Companies Act,

2013 and hence no information as required pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules,

2014 is furnished.

4. No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

ACKNOWLEDGEMENT

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, stock exchanges and depositories, auditors, business associates and all the employees with whose help, cooperation and hard work the Company is able to achieve the results. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and all its shareholders.

	For and on behalf of the Board of Directors
	P. N. Singh	N. K. Pasari
	Director	Managing Director
	DIN: 00076392	DIN: 00101426
New Delhi
May 30, 2018

ANNEXURE ''A''

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN as on the financial year ended on 31.03.2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

(i)	CIN	L21012DL1972PLC279773
(ii)	Registration Date	14-09-1972
(iii)	Name of the Company	Shree Krishna Paper Mills & Industries Limited
(iv)	Category/Sub-Category of the Company	Company Limited by Shares
(v)	Address of the Registered office and contact details	4830/24, Prahlad Street, Ansari Road, Darya Ganj, New Delhi -110002 Phone: 91 -11 -23261728, 46263200 Fax:91-11-23266708 E-mail: [email protected], [email protected] Website: www.skpmil.com
(vi)	Whether listed company	Yes
(vii)	Name, Address and Contact details of Registrar and Transfer Agent, if any	M/s. Link Intime India Pvt. Ltd. 44, Community Centre, 2nd Floor, Naraina Indl. Area, Phase-l, New Delhi-110028 Ph: 011-41 41 0592 to 94 Fax: 011-41410591 Email: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company:

SI. No.	Name and Description of main products/services	NIC Code of the Product/ service	% to total turnover of the Company
1	News Print Paper	17012	81.69
2	Coloured Kraft Paper	17015	12.26

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. No.	Name & Address of the Company	CIN/GLN	Holding/ Subsidiary/ Associate	% of Shares held	Applicable Section
		None

IV. SHAREHOLDING PATTERN (Equity Share capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding:

	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% change during the year
Category of Shareholders	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% change during the year
A. Promoters
(1) Indian
a) Individual/HUF	200	9,70,000	9,70,200	7.17	200	9,70,000	9,70,200	7.17	-
b) Central Govt.	-	-	-	-	-	-	-	-	-
c) State Govt(s)	-	-	-	-	-	-	-	-	-

	Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% change during the year
	Category of Shareholders	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% change during the year
	d) Bodies Corp.	-	47,40,480	47,40,480	35.06	-	47,40,480	47,40,480	35.06	-
	e) Bank/FI	-	-	-	-	-	-	-	-	-
	f) Others	-	-	-	-	-	-	-	-	-
	Sub-total (A)(1):	200	57,10,480	57,10,680	42.23	200	57,10,480	57,10,680	42.23	-
	(2) Foreign
	a) NRI-lndividuals	-	-	-	-	-	-	-	-	-
	b) Other Individuals	-	-	-	-	-	-	-	-	-
	c) Bodies Corp.	-	-	-	-	-	-	-	-	-
	d) Banks/FI	-	-	-	-	-	-	-	-	-
	e) Any Others	-	-	-	-	-	-	-	-	-
	Sub-total (A) (2):	-	-	-	-	-	-	-	-	-
	Total shareholding of Promoter (A) = (A)(1) (A)(2)	200	57,10,480	57,10,680	42.23	200	57,10,480	57,10,680	42.23	-
B.	Public Shareholding
	(1) Institutions
	a) Mutual Funds	-	-	-	-	-	-	-	-	-
	b) Banks/FI	-	-	-	-	-	-	-	-	-
	c) Central Govt.	-	-	-	-	-	-	-	-	-
	d) State Govt (s)	-	-	-	-	-	-	-	-	-
	e) Venture Capital Funds	-	-	-	-	-	-	-	-	-
	f) Insurance
	Companies
	g) Flls	-	-	-	-	-	-	-	-	-
	h) Foreign Venture	-	-	-	-	-	-	-	-	-
	Capital Funds	-	-	-	-	-	-	-	-	-
	i) Others	-	-	-	-	-	-	-	-	-
	Sub-total (B)(1):	-	-	-	-	-	-	-	-	-
	(2) Non-Institutions
	a) Bodies corp.
	i) Indian	24,38,301	14,00,800	38,39,101	28.39	24,36,701	14,00,800	38,37,501	28.38	(0.01)
	ii) Overseas	-	12,00,000	12,00,000	8.88	-	12,00,000	12,00,000	8.88	-
	b) Individuals
	i) Individual
	shareholders
	holding nominal share capital upto Rs. 1 Lakh	2,96,382	1,89,033	4,85,415	3.59	2,95,764	1,80,883	4,76,647	3.53	(0.06)
	ii) Individual
	shareholders
	holding nominal share capital in excess of Rs.1 lakh	2,78,931		2,78,931	2.06	2,82,421		2,82,421	2.09	0.03

	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% change during the year
Category of Shareholders	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% change during the year
c) Others
i) Clearing Member	2,171	-	2,171	0.02	1,315	-	1,315	0.01	(0.01)
ii) HUF	5,379	-	5,379	0.04	12,813	-	12,813	0.09	0.05
iii) Non-Resident Indian	3	20,00,000	20,00,003	14.79	303	20,00,000	20,00,303	14.79	-
Sub-total (B)(2):	30,21,167	47,89,833	78,11,000	57.77	30,29,317	47,81,683	78,11,000	57.77	-
Total Public
Shareholding (B)= (B)(1) (B)(2)	30,21,167	47,89,833	78,11,000	57.77	30,29,317	47,81,683	78,11,000	57.77	-
C. Shares held by Custodian for GDRs
& ADRs
Grand Total (A B C)	30,21,367	1,05,00,313	1,35,21,680	100.00	30,29,517	1,04,92,163	1,35,21,680	100.00	-

ii) Shareholding of Promoters

		Shareholding at the beginning of the year			Shareholding at the end of the year			% change in share holding during the year
SI No.	Shareholder''s Name	No. of shares	% of total shares of the company	% of shares pledged/ encumbered to total shares	No. of shares	% of total shares of the company	% of shares pledged/ encumbered to total shares	% change in share holding during the year
1	Bishwanath Industries Limited	20,47,300	15.14	15.14	20,47,300	15.14	15.14	-
2	Bishwanath Traders & Investments Limited	16,71,080	12.36	8.25	16,71,080	12.36	8.25	-
3	Birender Kumar Pasari	9,10,000	6.73	6.73	9,10,000	6.73	6.73	-
4	Bijay Paper Traders Limited	7,47,100	5.53	5.53	7,47,100	5.53	5.53	-
5	Devanshu Infin Limited	2,75,000	2.03	-	2,75,000	2.03	-	-
6	Pradeep Kumar Pasari	60,000	0.44	-	60,000	0.44	-	-
7	B. N. Pasari	200	0.00	-	200	0.00	-	-
	Total	57,10,680	42.23	35.65	57,10,680	42.23	35.65

iii) Change in Promoters'' Shareholding (Specify if there is no change):

		Shareholding at the beginning of the year		Cumulative Shareholding during the year
SI No.		No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
	At the beginning of the year		No change during the year
	Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment/transfer/bonus/ sweat equity etc)	No change during the year
	At the end of the year	No change during the year

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs & ADRs):

		Shareholding at the beginning of the year		Cumulative Shareholding during the year
SI. No.	For Each of the Top 10 Shareholders	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	Vijay Kumar Gupta at the beginning of the year	20,00,000	14.79	20,00,000	14.79
	Increase/Decrease during the year	-	-	20,00,000	14.79
	at the end of the year			20,00,000	14.79
2	Govinda Power & Products Pvt Ltd
	at the beginning of the year	14,00,000	10.35	14,00,000	10.35
	Increase/Decrease during the year	-	-	14,00,000	10.35
	at the end of the year			14,00,000	10.35
3	WPS PTE Ltd
	at the beginning of the year	12,00,000	8.88	12,00,000	8.88
	Increase/Decrease during the year	-	-	12,00,000	8.88
	at the end of the year			12,00,000	8.88
4	SKCS Finvest Pvt Ltd
	at the beginning of the year	10,14,850	7.51	10,14,850	7.51
	sold 5 shares on 04.08.2017	-	-	10,14,845	7.51
	purchased 5 shares on 17.11.2017	-	-	10,14,850	7.51
	at the end of the year			10,14,850	7.51
5	Gopala Sales Pvt Ltd
	at the beginning of the year	7,50,000	5.55	7,50,000	5.55
	Increase/Decrease during the year	-	-	7,50,000	5.55
	at the end of the year			7,50,000	5.55
6	Global Manufacturers & Products Pvt Ltd
	at the beginning of the year	6,60,000	4.88	6,60,000	4.88
	Increase/Decrease during the year	-	-	6,60,000	4.88
	at the end of the year			6,60,000	4.88
7	Vardhman Arvind Sancheti
	at the beginning of the year	21,305	0.16	21,305	0.16
	purchased 27 shares on 12.05.2017	21,305	0.16	21,332	0.16
	purchased 1790 shares on 19.05.2017	-	-	23,122	0.17
	purchased 4026 shares on 16.06.2017	-	-	27,148	0.20
	purchased 21773 shares on 23.06.2017	-	-	48,921	0.36
	purchased 3491 shares on 24.11.2017	-	-	52,412	0.39
	purchased 1360 shares on 01.12.2017	-	-	53,772	0.40
	purchased 3573 shares on 15.12.2017	-	-	57,345	0.42
	purchased 300 shares on 22.12.2017	-	-	57,645	0.43
	purchased 577 shares on 29.12.2017	-	-	58,222	0.43
	purchased 125 shares on 05.01.2018	-	-	58,347	0.43
	purchased 2000 shares on 26.01.2018	-	-	60,347	0.45
	purchased 4102 shares on 02.02.2018	-	-	64,449	0.48
	purchased 750 shares on 09.02.2018	-	-	65,199	0.48
	purchased 700 shares on 16.02.2018	-	-	65,899	0.49
	purchased 503 shares on 23.02.2018	-	-	66,402	0.49
	purchased 12629 shares on 16.03.2018	-	-	79,031	0.58
	at the end of the year			79,031	0.58

		Shareholding at the beginning		Cumulative Shareholding
		of the year		during the year
SI. No.	For Each of the Top 10 Shareholders		% of total		% of total
		No.of shares	shares of the	No.of shares	shares of the
			company		company
8	Arvind Kumar Sancheti
	at the beginning of the year	42,694	0.32	42,694	0.32
	purchased 7000 shares on 23.06.2017	-	-	49,694	0.37
	purchased 1 share on 06.10.2017	-	-	49,695	0.37
	purchased 21 00 shares on 03.11 .2017	-	-	51,795	0.38
	purchased 1200 shares on 10.11.2017	-	-	52,995	0.39
	purchased 4452 shares on 17.11 .2017	-	-	57,447	0.42
	purchased 910 shares on 09.02.2018	-	-	58,357	0.43
	at the end of the year			58,357	0.43
9	Pushpa Lata Gupta
	at the beginning of the year	36,400	0.27	36,400	0.27
	Increase/Decrease during the year	-	-	36,400	0.27
	at the end of the year			36,400	0.27
10	Sangeetha S
	at the beginning of the year	33,250	0.25	33,250	0.25
	Increase/Decrease during the year	-	-	33,250	0.25
	at the end of the year			33,250	0.25

(v) Shareholding of Directors and Key Managerial Personnel:

		Shareholding at the beginning of the year		Cumulative Shareholding during the year
SI. No.	For each of the Directors and KMP	No. of shares	% of total shares of the company	No.of shares	% of total shares of the company
1	Sh. B. N. Pasari - Non-Executive Director
	At the beginning of the year	200	-	200	-
	Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment/transfer/bonus/ sweat equity etc)	-	-	-	-
	At the end of the year	200	-	200	-

V INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

in Lakhs)

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	1,841.18	258.33	_	2,099.51
ii) Interest due but not paid	146.74	_	_	146.74
iii) Interest accrued but not due	10.57	-	-	10.57
Total (i ii iii)	1,998.49	258.33	-	2,256.82
Change in Indebtedness during the financial year
Additions	2.33	68.11	_	70.44
Reduction	90.66	2.16	-	92.82
Net Change	(88.33)	65.95	-	(22.38)
Indebtedness at the end of the financial year
i) Principal Amount	1751.50	324.27	_	2,075.77
ii) Interest due but not paid	146.60	_	_	146.60
iii) Interest accrued but not due	12.06	-	-	12.06
Total (i ii iii)	1,910.16	324.27	-	2,234.43

Notes:

Secured Loans include:

1 Cash Credit Facilities from Banks are shown under Current Financial Liabilities - Borrowings in the Balance Sheet.

2 Current maturities of long term debts which are shown under Current Financial Liabilities - Others in the Balance Sheet.

3 Interest accrued which are shown under Current Financial Liabilities - Others and Non-Current Financial Liabilities - Others in the Balance Sheet.

Unsecured Loans include:

1 Current maturities of long term debts which are shown under Current Financial Liabilities - Others in the Balance Sheet.

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole time director and/or Manager:

in Lakhs)

SI.No	Particulars of Remuneration	Name of the Managing Director	Total Amount
		Mr. N. K. Pasari
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961	13.95	13.95
	(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961	0.40	0.40
	(c) Profits in lieu of salary u/s 17(3) of the Income Tax Act, 1961	-	-
2	Stock Option	-	-
3	Sweat Equity	-	-
4	Commission
	as % of profit	-	-
	Others (specify)	-	-
5	Others - P.P. Contribution	1.08	1.08
	Total (A)	15.43	15.43
	Ceiling as per the Act		84.00

B. Remuneration to other directors

					(Rs in Lakhs)
SI. No	Particulars of Remuneration	Name of the Directors			Total Amount
1	Independent Directors	Mr. P. N. Singh	Mr. L. C. Sharma	Mr. Rajesh Muju
	(a) Fee for attending board/committee meetings	-	-	-	-
	(b) Commission	-	-	-	-
	(c ) Others, please specify	-	-	-	-
	Total (1)	-	-	-	-
2	Other Non Executive Directors	-	Mr. B. N. Pasari	Ms. Rakhi Verma
2	(a) Fee for attending board/committee meetings	-	-	-	-
	(b) Commission	-	-	-	-
	(c ) Others, please specify	-	-	-	-
	Total (2)	-	-	-	-
	Total (B)=(1 2)	-	-	-	-
	Total Managerial Remuneration	-	-	-	-
	Overall Ceiling as per the Act

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

in Lakhs)

SI. No	Particulars of Remuneration	Key Managerial Personnel		Total Amount
		Company Secretary	CFO
		Ms. Sonam Katyal	Mr. S. K. Agarwal
1	Gross Salary
	(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961	4.04	10.96	15.00
	(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961	-	-	-
	(c) Profits in lieu of salary u/s 17(3) of the Income Tax Act, 1961	-	-	-
2	Stock Option	-	-	-
3	Sweat Equity	-	-	-
4	Commission			-
	as % of profit	-	-	-
	others, specify	-	-	-
5	Others - P.P. Contribution	0.21	0.82	1.03
	Total	4.25	11.78	16.03

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type	Section of the Companies Act	Brief Description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority (RD/ NCLT/ Court)	Appeal made, if any (give details)
A. Company
Penalty Punishment Compounding			None
B. Directors
Penalty Punishment Compounding			None
C. Other Officers in Default
Penalty Punishment Compounding			None

	For and on behalf of the Board of Directors
	P. N. Singh	N. K. Pasari
	Director	Managing Director
	DIN: 00076392	DIN: 00101426
New Delhi
May 30, 2018

ANNEXURE ''B''

REMUNERATION POLICY

This Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

DEFINITIONS:

"Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;

"Key Managerial Personnel" means:

i) Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director; ii) Chief Financial Officer; iii) Company Secretary; and iv) such other officer as may be prescribed. "Senior Managerial Personnel" means the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General Manager and above, including all functional heads.

OBJECTIVE:

The objective of the policy is to ensure that:

â¢ the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

â¢ relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

â¢ remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

ROLE OF THE COMMITTEE:

The role of the NRC will be the following:

â¢ To formulate criteria for determining qualifications, positive attributes and independence of a Director.

â¢ To formulate criteria for evaluation of Independent Directors and the Board.

â¢ To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

â¢ To carry out evaluation of Director''s performance.

â¢ To recommend to the Board the appointment and removal of Directors and Senior Management.

â¢ To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

â¢ To devise a policy on Board diversity, composition, size.

â¢ Succession planning for replacing Key Executives and overseeing.

â¢ To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

â¢ To perform such other functions as may be necessary or appropriate for the performance of its duties.

APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company''s Policy.

b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person are sufficient/ satisfactory for the position.

TERM/TENURE

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board''s report. No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director, it should be ensured that number of Boards on which such person serves as an Independent Director is restricted to seven listed companies. Further, in case a person is serving as a Whole-time Director of a listed company, then the number of Boards on which he serves as an Independent Director is restricted to three listed companies.

EVALUATION

The Committee shall carry out evaluation of performance of every Director. The Committee shall identify evaluation criteria which will evaluate Directors based on knowledge to perform the role, time and level of participation, performance of duties, level of oversight, professional conduct and independence. The appointment / re-appointment / continuation of Directors on the Board shall be subject to the outcome of the yearly evaluation process.

REMOVAL

The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.

RETIREMENT

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/ SENIOR MANAGEMENT PERSONNEL

1) Remuneration to Managing Director / Whole-time Directors:

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

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

Directors.

2) Remuneration to Non- Executive/ Independent Directors:

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

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

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

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

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

e) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Directors (other than Independent Directors).

3) Remuneration to Key Managerial Personnel and Senior Management:

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

b) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Key Managerial Personnel and Senior Management.

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

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

IMPLEMENTATION

â¢ The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and appropriate.

The Committee may Delegate any of its powers to one or more of its members.

	For and on behalf of the Board of Directors
	P. N. Singh	N. K. Pasari
	Director	Managing Director
	DIN: 00076392	DIN: 00101426
New Delhi
May 30, 2018

ANNEXURE ''C'' 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 project or programs:

Corporate Social Responsibility (CSR) forms an important part of the SKPMIL''s philosophy for delineating its responsibility as a corporate citizen and the Company''s CSR Policy aims to ensure that the Company contributes to the social and economic development of the communities in which we operate. The CSR initiatives focus on development of weaker section of society, health and wellness and environmental sustainability. The CSR Policy of SKPMIL is available on the Company''s website on the weblink: http://www.skpmil.com/ pagepdf/1502951707.pdf

2. The Composition of the CSR Committee:

Name of the member	Designation
Mr. Rajesh Muju	Chairman
Mr. P. N. Singh	Member
Mrs. Rakhi Verma	Member

3. Average net profit of the Company for last three financial years:Rs 919.83 Lakhs

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Rs. 18.40 Lakhs

5. Details of CSR spent during the financial year:

(a) Total amount to be spent for the financial year; Rs. 18.40 Lakhs

(b) Amount unspent, if any; NIL

							(Rs in Lakhs)
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)
s. No.	CSR project/ activity	Sector in which the Project is covered	State and district where projects or program was undertaken	Amount outlay (budget)	Amount spent	Cumulative expenditure upto the reporting period	Amount spent: Direct or through implementing agency
1.	Water conservation program by construction of recharge structures for rain water harvesting	Ensuring Environmental Sustainability	Kotputli, Jaipur (Rajasthan)	30.68	30.68	30.68	Direct
	TOTAL			30.68	30.68	30.68

6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the reasons for not spending the amount in its Board report:

Not Applicable as the Company has spent the two percent of the average net profit of the last three financial years.

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company:

We hereby declare that the implementation and monitoring of CSR Policy are in compliance with CSR objectives and Policy of the Company.

	(N. K. Pasari)	(Rajesh Muju)
	Managing Director	Chairman, CSR Committee
	DIN: 00101426	DIN: 07751945
New Delhi
May 30, 2018

ANNEXURE ''D''

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

Information on conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided hereunder:

(A) CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy;

1. Initiated the process of installation of micron filter to use the ETP water in plant after filtering for saving of water and energy.

2. Continuous controlling of Air & water leakages/ wastage.

3. Improvement of power factor by effective maintenance and daily monitoring of Capacitor Bank.

4. Replacing conventional lights with LED lights.

(ii) The steps taken by the company for utilising alternate sources of energy; NIL

(iii) The capital investment on energy conservation equipment; Capital investment of Rs 5.70 Lakhs

(B) TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption;

1. Installation of Decanter for thickening ETP sludge resulting in reduction of load on ETP and getting clear water.

2. Preparation to install new Head box to improve the quality and increase the production thereby reducing the cost of manufacturing at paper machine.

3. Installation of Duster Drum for removal of dust from waste paper.

4. Installation of new centi-cleaner of advanced technology for cleaning of pulp.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

Various benefits in terms of quality improvement, cost reduction and enhancement of customer satisfaction have been derived as a result of above efforts. (iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

(a) the details of technology imported;

(b) the year of import;

(d) if not fully absorbed, areas where absorption has not taken place and the reasons thereof;

Not applicable as no technology imported during the last three years.

(iv) The expenditure incurred on Research and Development;

Research & Development work is carried out in house as well as with the help of external sources on continuous basis. The expenses incurred on this are booked under general accounting head.

(C) FOREIGN EXCHANGE EARNINGS & OUTGO
Earnings :	Nil
Outgo :	Rs. 1,489.31 lakhs

	For and on behalf of the Board of Directors
	P. N. Singh	N. K. Pasari
	Director	Managing Director
	DIN: 00076392	DIN: 00101426
New Delhi
May 30, 2018

ANNEXURE ''E'' SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

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

To,

The Members,

SHREE KRISHNA PAPER MILLS & INDUSTRIES LTD

4830/24, Prahlad Street, Ansari Road, Darya Ganj New Delhi-110002

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SHREE KRISHNA PAPER MILLS & INDUSTRIES LTD (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Company''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, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 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:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Company for the financial year ended on 31st March, 2018 according to the provisions of applicable following laws:

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

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

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

(iv) 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, 2015;

(v) The other laws as may be applicable specifically in case of the Company on the basis of documents/information produced before us:

a) Goods & Service Tax Act, 2017

b) Custom Act, 1962

c) Income Tax Act, 1961 and Indirect Tax Laws

d) Indian Contract Act, 1872

e) Indian Stamp Act, 1999

f) Limitation Act,1963

g) Negotiable Instrument Act,1981 h) Registration Act, 1908

i) Sale of Goods Act,1930

j) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

k) Transfer of Property Act,1882 I) Weekly Holidays Act, 1942

m) Labour laws including those applicable to Contract Labour

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

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

ii. The Listing Agreement entered into by the Company with Bombay Stock Exchange (BSE) read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company''s delisting application with Calcutta Stock Exchange is in process since long.

However, the following Acts, Rules, Regulations, Guidelines, or Agreement(s)/ Arrangement(s) required to be reported as per prescribed format are not applicable to the Company during the Audit Period:

i. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (As there was no event/ action in this regard during the Year under Audit)

ii. 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 (Issue of Capital and Disclosure Requirements) Regulations, 2009; (As there was no event/action in this regard during the Year under Audit)

b) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (As there was no event/ action in this regard during the Year under Audit)

c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008; (As there was no event/action in this regard during the Year under Audit)

d) 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; (Not applicable to the Company during the Audit Period)

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

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

We 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 notice is 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.

As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimously recorded.

We 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.

We further report that during the audit period no specific events / actions having a major bearing on the company''s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

	for BLAK & CO.
	Company Secretaries
	(Archana Bansal)
	Mg. Partner
Place: New Delhi	M.No. -A17865
Date: 30.05.2018	CoP No.-11714

Note: This report is to be read with our ANNEXURE ''I'' of even date which are annexed and forms an integral part of this report.

ANNEXURE ''I''

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

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We 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. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we 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. Our 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.

	for BLAK & CO.
	Company Secretaries
	(Archana Bansal)
	Mg. Partner
Place: New Delhi	M.No. -A17865
Date: 30.05.2018	CoP No.- 11714

ANNEXURE ''F'' (I)''

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

S. No.	Name of Director and Designation	Ratio of remuneration of each Director to median remuneration of employees
1	Mr. N. K. Pasari, Managing Director	6.87 : 1.00

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year;

S. No.	Name of Director/ KMP	Designation	Percentage increase in Remuneration of Directors/KMP
1	Mr. N. K. Pasari	Managing Director	56.01
2	Mr. S. K. Agarwal	Chief Financial Officer	15.40
3	Ms. Sonam Katyal	Company Secretary	5.51

(iii) The percentage increase in the median remuneration of employees in the financial year; 42.56

(iv) The number of permanent employees on the rolls of company; 286 as on March 31, 2018

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2017-18 was 21.67 % whereas the managerial remuneration was increased by 56.01% for the same financial year. There is a difference in the percentage increase in remuneration of employees other than managerial personnel and that of managerial personnel because the remuneration of Managing Director was increased after more than 3 years. (vi) Affirmation that the remuneration is as per the remuneration policy of the company. It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

ANNEXURE ''F'' (II)''

Statement showing the names and other particulars of the top ten employees in terms of remuneration drawn as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (designation wise)

S. No.	Name and age	Designation	Remuneration (in Lakhs)	Qualification and Experience	Date of commencement of employment	Last employment held
1	N. K. Pasari (62 Years)	Managing Director	14.35	B. Com, 44 Years	11-03-1974	-
2	D. K. Chanda (69 Years)	President	14.47	B. Com, 49 Years	01-04-1980	Rallis India Limited
3	A. K. Sharma (68 Years)	Sr. Vice President (L & CA)	12.96	B.Sc., LL.B., 46 Years	05-04-2000	Jindal Photofilms Ltd.
4	S. K. Agarwal (50 Years)	Chief Financial Officer	10.96	B. Com, FCA, 26 Years	03-05-1993	Mehra Coel & Co.
5	Satish Paliwal (49 Years)	CGM (Process)	10.06	Diploma in Paper & Pulp, 28 Years	08-11-2005	ABC Paper Mills Limited
6	Subhash Gupta (47 Years)	DCM-Accounts	8.43	B. Com, FCA, 21 Years	28-01-2015	Singal Bros. & Associates
7	Man Singh (60 Years)	Sr. Manager (Sales)	7.63	Matriculation, 40 Years	01-08-1981	Bishwanath Industries Limited
8	R. A. Goel (61 Years)	General Manager (Purchase)	7.60	B.Sc., 37 Years	28-12-2005	Modi Alkalies & Chemical Limited
9	Dharambir Singh (49 Years)	Sr. Manager (Mechanical)	7.19	Diploma in Mechanical Engineering, 29 Years	13-01-2010	Rama News Print Limited
10	S. N. Sharma (57 Years)	Sr. Manager (Mechanical)	6.78	Draughtsman (Mechanical), 36 Years	20-11-2006	Pitamber Coated Papers Ltd.

	For and on behalf of the Board of Directors
	P. N. Singh	N. K. Pasari
New Delhi	Director	Managing Director
May 30, 2018	DIN: 00076392	DIN: 00101426

Mar 31, 2016

DIRECTORS'' REPORT

To the Members,

The Directors of your Company are pleased to present the 44^th Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2016.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2016 is summarized below:

(Rs, in Lacs)

	2015-16	2014-15
Revenue from Operations (Net)	12,504.82	14,086.10
Profit before Finance Cost and Depreciation	1,070.46	922.10
Finance Costs	485.04	544.97
Depreciation & Amortization Expense	333.92	336.02
Profit before Taxation	251.50	41.11
Less: Tax Expense	5.82	0.04
Profit for the Year	245.68	41.07

During the year under review, the revenue from operations was Rs, 12,504.82 lacs against Rs, 14,086.10 lacs in the last financial year. The Company has earned profit after tax of Rs, 245.68 lacs against Rs, 41.07 lacs in last year. The overall revenue has decreased as the Company has discontinued the production facilities at its Bahadurgarh Unit. Company has taken major initiatives to reduce the production cost like optimizing resource utilization and improving operational efficiencies which has resulted into growth in net profit. In light of the initiatives taken by the Company, the Directors are hopeful for better results in the coming years.

The reference filed by the Company with Board for Industrial & Financial Reconstruction based on negative net worth had already been registered by the Board. Now, as on March 31, 2016, the net worth of the Company has become positive and accordingly, necessary reference will be made to the Board.

DIVIDEND

The Directors have decided not to recommend any dividend on equity shares due to unabsorbed depreciation and accumulated losses of earlier years. Because of this reason, 4% dividend aggregating to Rs, 24.07 lacs (Previous Year Rs, 24.00 lacs) including dividend distribution tax, on the outstanding 4% cumulative redeemable preference shares has also been accumulated.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 was Rs,1352.17 lacs and the paid up Preference Share Capital as on that date was Rs, 500.00 lacs. During the year under review, the Company has not issued any shares with differential voting rights, sweat equity shares and equity shares under Employees Stock Option Scheme.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed at Bombay Stock Exchange. The Company''s delisting application with Calcutta Stock Exchange is pending since long.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any public deposit within the meaning of Chapter V of the Companies Act, 2013 and rules made there under.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9 is annexed herewith as ''Annexure-A''.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year, the Company has regularized the appointment of Ms. Tripta Goswami (DIN: 07111342) as a Director at the Annual general Meeting held on September 29, 2015 who was appointed as an Additional Director on March 27, 2015. In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Ms. Tripta Goswami (DIN: 07111342), Non-Executive Director of the Company retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting. Pursuant to the terms of appointment, the office of Mr. N. K. Pasari as Managing Director will expire on December 31, 2016. As recommended by the Nomination and Remuneration Committee, the Board has reappointed Mr. N. K. Pasari as Managing Director (Key Managerial Personnel) to hold office with effect from January 1, 2017 for a period of 3 years and have also revised his remuneration on the recommendation of the Nomination and Remuneration Committee, subject to the approval of the members. A resolution in this regard is contained in the Notice of the Annual General Meeting.

The information on the particulars of Director eligible for appointment in terms of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided in the notes to the notice convening the Annual General Meeting.

Declaration by Independent Directors

All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be done by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

Remuneration Policy

Based on the recommendation of the Nomination & Remuneration Committee, the Board has adopted a policy for selection and appointment of Directors, Key Managerial Personnel (KMP) and Senior Management and their remuneration. The Nomination and Remuneration Policy is annexed as ''Annexure-B'' to this report.

Meetings

During the year, Thirteen Board Meetings and One Independent Directors'' Meeting were held, the details of which are given in the Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were adhered to while considering the time gap between two meetings.

Composition of Audit Committee

In terms of Section 177 of the Companies Act, 2013 and erstwhile Clause 49 of the Listing Agreement and SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee has been reconstituted comprising of 3 Independent Directors namely, Mr. L. C. Sharma, Mr. P.N. Singh and Mr. L.C. Parashar. Mr. L. C. Sharma has resigned as Chairman of the Audit Committee w.e.f. April 22, 2015 and Mr. P. N. Singh has been appointed as Chairman of the Committee in his place. All the recommendations made by the Audit Committee were accepted by the Board.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed and there is no material departure from the same;

ii) the Directors have selected such accounting policies and applied 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 financial year ended March 31, 2016 and of the profit of the Company for that period;

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

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

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

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary/joint venture/ associate company within the meaning of the Companies Act, 2013.

CORPORATE DEBT RESTRUCTURING

The debts of the Company are under Corporate Debt Restructuring (CDR) mechanism w.e.f. April 1, 2009.

RISK MANAGEMENT POLICY

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. A note on the policy of the Company on risk management is provided in this Annual Report under

Management Discussion and Analysis Report.

INTERNAL FINANCIAL CONTROLS

The system of internal control maintained by the Company is adequate and also up to date. Only after ensuring authenticity and genuineness of various transactions, they are recorded and reported to the management. The Company always follows relevant and applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

CURRENT OUTLOOK

The long-term prospects for the Indian Paper Industry are bright as increasing population, literacy rate, growth in GDP and changes in lifestyles of individuals are expected to bring surge in demand in the huge domestic markets. The paper industry in India is on the growth trajectory and is expected to touch 8.5% GDP in the coming years. The recent initiatives of the Government in framing policies which are conducive for the Industrial development is another silver line in the growth prospects of the paper industry.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in ''Annexure-C'' to the Directors'' Report.

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

At the Annual General Meeting held on September 29, 2015, M/s. Radheshyam Sharma & Co., Chartered Accountants (Firm Registration No. 016172N) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 48^th Annual general Meeting of the Company. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual general Meeting. Accordingly, the appointment of M/s. Radheshyam Sharma & Co., Chartered Accountants as Statutory Auditors of the Company, is placed for ratification by the members.

The Auditors'' Report on Financial Statements of the Company for the Financial Year 2015-16 does not contain any qualification, reservation or adverse remark.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. The observations of Statutory Auditors and Notes to the Financial Statements are self-explanatory and do not call for any further comments.

Cost Auditors

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Amendment Rules, 2015 and the Companies (Cost Records and Audit) Amendment Rules, 2015, the Board has, on the recommendation of Audit Committee, approved the appointment of M/s Vijender Sharma & Co., Cost Accountants, Delhi (Firm Registration No. 00180) to carry out the cost audit of Company''s records in respect of newsprint paper for the financial year 2016-17, at a remuneration of '' 75,000/- (Rupees Seventy Five Thousand only) plus Service Tax at the applicable rates and reimbursement of out of pocket expenses in connection with the aforesaid audit. The remuneration proposed to be paid to them requires ratification by the members of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

The Cost Audit Report for the financial year ended March 31, 2015 has been filed under XBRL mode within the stipulated time period.

Secretarial Auditors

M/s. BLAK & Co., Company Secretaries, Delhi were appointed to conduct the secretarial audit of the Company for the financial year ended March 31, 2016, as required under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by them is annexed herewith as ''Annexure-D''. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Internal Auditors

M/s Singla & Associates, Chartered Accountants performs the duties of internal auditors of the Company and their report is reviewed by the audit committee from time to time.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

RELATED PARTY TRANSACTIONS

All transactions entered into by the Company during the financial year ended March 31, 2016 with related parties were on an arm''s length basis and were in the ordinary course of business. There was no materially significant transaction with the Related Parties that could have had a potential conflict with the interests of the Company. None of the Directors has any pecuniary relationships or transactions except to the extent of remuneration drawn by the directors.

In compliance with the requirements laid down in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which were of foreseeable and repetitive nature.

The Policy on Related Party Transactions and dealing with Related Parties as approved by the Board has been uploaded on the Company''s website. Your Directors draw attention of the Members to Note No. 48 to the financial statement which sets out related party disclosures.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The company has a vigil mechanism for Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the company''s Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee. The Vigil Mechanism (Whistle Blower Policy) is available on the company''s website www.skpmil.com at http://www.skpmil.com/pagepdf/1459763188.pdf link.

CORPORATE GOVERNANCE

The Company strives to adopt the highest standards of excellence in Corporate Governance. The disclosure of the remuneration package of the managerial personnel as required under Section II of Part II of Schedule V to the Companies Act, 2013 has been provided in the Corporate Governance Report. A separate section on Management Discussion and Analysis and a certificate from Statutory Auditors of the Company regarding Compliance of conditions of Corporate Governance as stipulated under Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

DISCONTINUATION OF PRODUCTION FACILITIES AT BAHADURGARH

The unhealthy competition in the coated paper industry from the imported products had resulted into reduction of the prices and heavy reduction in sales of the product manufactured by Company''s Bahadurgarh Unit. Due to this reason, the production of the unit was decreased day by day and made the unit unviable. In addition to this, labour strike in the unit further resulted in increased losses of Bahadurgarh unit of the Company. Keeping in view of the situation, the Company has discontinued the production facilities at its Bahadurgarh Unit and is in the process of shifting the useful machineries from Bahadurgarh Unit to Keshwana Unit and thereafter selling the land and building in phased manner.

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

The Company has an Internal Complaints Committee (ICC) in pursuance of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for redressal of sexual harassment complaints and for ensuring time bound treatment of such complaints. There was no complaint received from any employee during the financial year 2015-16 and hence, no complaint is outstanding as on March 31, 2016 for redressal.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

A statement showing the names and other particulars of the top ten employees in terms of remuneration drawn as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as ''Annexure-E(II)'' to this report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. No amount has been or is proposed to be transferred to any reserves of the Company.

2. No significant or material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

3. There were no special resolution passed pursuant to the provisions of Section 67(3) of the Companies Act, 2013 and hence no information as required pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

4. No disclosure in respect of Corporate Social Responsibility is required as it is not applicable to the Company.

5. No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

ACKNOWLEDGEMENT

Your Directors thank various Government Authorities for the continued help received from them. The Directors also gratefully acknowledge all the stakeholders of the Company viz. Customers, Members, Vendors, Banks and all other business associates for the continuous support and cooperation extended by them. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors

P. N. Singh N. K. Pasari

Director Managing Director

DIN:00076392 DIN:00101426

New Delhi

July 20, 2016

Mar 31, 2015

Dear Members,

The Directors of your Company are pleased to present the 43rd Annual Report together with the Audited Statement of Accounts

for the year ended March 31,2015.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31,2015 is summarised below:

(Rs. in Lacs)

2014-15 2013-14

Revenue from Operations (Net) 14,086.10 15,835.90

Profit / (Loss) before Finance Cost 922.10 1,510.76 and Depreciation

Finance Costs 544.97 668.17

Depreciation & Amortization Expense 336.02 568.71

Profit /(Loss) before Taxation 41.11 273.88

Less: Tax Expense 0.04 0.01

Profit/(Loss) for the Year 41.07 273.87

During the year under review, the revenue from operations was Rs.14,086.10 lacs against Rs.15,835.90 lacs in the last financial year. The Company has earned profit after tax of Rs.41.07 lacs against Rs.273.87 lacs in last year. The performance was affected due to unhealthy competition in the coated paper industry from the imported products resulting major reduction in sales of coated paper, substantial decline in selling price of newsprint paper and increase in power tariff. With the growth of paper industry, the Directors are hopeful for better performance in coming years.

The reference filed by the Company with Board for Industrial & Financial Reconstruction based on negative net worth as on March 31, 2014 has been registered by the Board. The accumulated losses are still higher than the net worth of the Company as on March 31,2015.

DIVIDEND

The Directors have decided not to recommend any dividend on equity shares due to unabsorbed depreciation and accumulated losses of earlier years. Because of this reason, 4% dividend aggregating to Rs.24.00 lacs (Previous Year Rs.23.40 lacs) including dividend distribution tax, on the outstanding 4% cumulative redeemable preference shares has also been accumulated.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs.1352.17 lacs. During the year under review, the Company has not issued any shares with differential voting rights, sweat equity shares and equity shares under Employees Stock Option Scheme.

PUBLIC DEPOSITS

The Company has neither invited nor accepted any public deposit falling within the purview of provisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year, the Company had conducted postal ballot process for the appointment of Independent Directors under the provisions of Companies Act, 2013. As per the results of postal ballot declared on March 27, 2015, the members of the Company had appointed the existing Independent Directors viz. (i) Mr. P. N. Singh (DIN: 00076392) (ii) Mr. L. C. Sharma (DIN: 00196158) and (iii) Mr. L. C. Parashar (DIN: 03394414) as Independent Directors under the provisions of Companies Act, 2013 for a period of five consecutive years. All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

At the Board Meeting held on March 27, 2015, the Board has appointed Ms. Tripta Goswami (DIN: 07111342) as an Additional Director of the Company. A resolution for her appointment as a Director is being proposed in the Notice of the ensuing Annual General Meeting for the approval of the Members.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. B. N. Pasari (DIN: 00101519), Non-Executive Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

During the year, Mr. N. K. Pasari, Managing Director and Mr. A. K. Singh, Company Secretary were designated as "Key Managerial Personnel" of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further, Mr. S. K. Agarwal, who was already heading the financial functions of the Company was appointed as Chief Financial Officer, also designated as "Key Managerial Personnel" of the Company under the said provisions of the Companies Act, 2013.

Subsequently, due to discontinuation of services of Mr. A. K. Singh, Company Secretary of the Company w.e.f. October 10, 2014, the Board has appointed Ms. Sonam Katyal as Company Secretary and Compliance Officer, also designated as "Key Managerial Personnel" in his place w.e.f. November 10, 2014.

Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the Directors individually (excluding the Director being evaluated) as well the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The highlights of the Remuneration Policy are stated in the Corporate Governance Report.

Meetings

During the year, Sixteen Board Meetings and One Independent Directors' Meeting were held, the details of which are given in the Corporate Governance Report. The provisions of Companies Act, 2013 and Listing Agreement were adhered to while considering the time gap between two meetings.

Composition of Audit Committee

In terms of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Audit Committee has been reconstituted comprising of 3 Independent Directors namely, Mr. L. C. Sharma, Mr. P.N. Singh and Mr. L.C. Parashar. Mr. L. C. Sharma has resigned as Chairman of the Audit Committee w.e.f. April 22, 2015 and Mr. P. N. Singh has been appointed as Chairman of the Committee in his place. All the recommendations made by the Audit Committee were accepted by the Board.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary/joint venture/ associate company within the meaning of the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial year ended March 31,2015 and of the profit of the Company for that year;

iii) proper and sufficient care has been taken 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;

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

v) the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

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

CORPORATE DEBT RESTRUCTURING

The debts of the Company are under Corporate Debt Restructuring (CDR) mechanism w.e.f. April 1,2009.

RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided in this Annual Report under Management Discussion and Analysis Report.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

CURRENT OUTLOOK

Outlook for Paper Industry in India looks extremely positive as the demand for upstream market of paper products is growing up. The low per capita consumption is an indication of the future potential for the industry. Increasing population, literacy rate, growth in GDP, improvement in manufacturing sector and lifestyle of individuals are expected to account for the growth in the paper industry of India. With the global economy showing signs of recovery and similar indicators visible in domestic economy, the Indian Paper and Board Industry might return back to its earlier high growth path.

AUDITORS AND AUDITORS' REPORT Statutory Auditors

The retiring Auditors, M/s. Singal Bros. & Associates, Chartered Accountants, hold office as Statutory Auditors until the conclusion of the 43rd Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Listed Companies are required to rotate their auditors, once in ten years, and M/s. Singal Bros. & Associates have held office for a period of more than 10 years, and the transition time given to change the auditors when the Companies Act, 2013 was brought into force is three years. However, your Directors recommend that your Company should rotate its auditors before the maximum time period given under the Companies Act, 2013.

The Audit Committee and the Board of Directors recommend the appointment of M/s. Radheshyam Sharma & Co., Chartered Accountants (Firm Registration No. 016172N) to hold the office of auditors for a period of five years i.e. from the conclusion of 43rd Annual General Meeting till the conclusion of 48th Annual General Meeting of the Company, subject to annual ratification by the shareholders at every Annual General Meeting and at such remuneration as may be fixed by the Board of Directors on the recommendation of the Audit Committee, whose appointment shall be in place of M/s. Singal Bros. & Associates. The Company has received a certificate from the said M/s. Radheshyam Sharma & Co., Chartered Accountants to the effect that their appointment, if made, would be in accordance within the limits specified under the Companies Act, 2013, and that, they meet the criteria of independence. The proposal for their appointment is included in the notice of the ensuing Annual General Meeting.

The Auditors' Report on Financial Statements of the Company for the Financial Year 2014-15 does not contain any qualification reservation or adverse remark.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. The observations of Statutory Auditors' and Notes to the Financial Statements are self-explanatory and do not call for any further comments.

Cost Auditors

Pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board has appointed, subject to ratification of the remuneration by the shareholders, M/s Vijender Sharma & Co., Cost Accountants, Delhi (Firm's Registration No. 00180) for the financial year 2014-15 and 2015-16 to carry out the cost audit of Company's records in respect of newsprint paper. The remuneration proposed to be paid to them requires ratification by the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

The Cost Audit Report for the year 2013-14 has been filed under XBRL mode within the stipulated time period.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. BLAK & Co., Company Secretaries, Delhi to conduct the secretarial audit of the Company. The Secretarial Audit Report submitted by them is annexed herewith as 'Annexure-A'. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Internal Auditors

M/s Singla & Associates, Chartered Accountants performs the duties of internal auditors of the Company and their report is reviewed by the audit committee from time to time.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in 'Annexure-B' to the Directors' Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9 is annexed herewith as 'Annexure-C'.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has not granted any loans or given guarantees/securities or made investments under section 186 of the Companies Act, 2013. The earlier investments made by the Company are provided in the notes to the financial statements in this Annual Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, Board of Directors has adopted a Policy on Related Party Transactions which is also available on Company's website. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. There were no materially significant related party transactions which were in conflict with the interest of the Company. All transactions entered into with the related parties were in the ordinary course of business and on an arm's length basis. Your Directors draw attention of the members to Note No. 47 to the financial statement which sets out related party disclosures. Regarding the appointment of Mr. Naynesh Pasari, relative of Mr. N. K. Pasari, Managing Director, as the Business Development Advisor of the Company, details are provided in Form AOC-2 annexed herewith as 'Annexure-D'.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, has been appended to this Report as 'Annexure-E'.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has established a vigil mechanism and accordingly, a whistle blower policy has been formulated to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and integrity. The policy provides for adequate safeguards against victimisation of Director(s) / Employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases.

It has also been uploaded on the website of the Company at www.skpmil.com at http://www.skpmil.com/page.php7page id=30 link.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. A separate section on Management Discussion and Analysis, Corporate Governance and a certificate from Statutory Auditors of the Company regarding Compliance of conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement forms part of the Annual Report.

MATERIAL CHANGES SUBSEQUENT TO THE CLOSE OF FINANCIAL YEAR

Shifting of Registered Office

The Company had filed a petition before Regional Director, Eastern Region, Kolkata for shifting of its Registered Office which was approved vide order dated March 31, 2015. Hence the Company has shifted its Registered Office from State of West Bengal to National Capital Territory of Delhi w.e.f April 16, 2015.

Discontinuation of production facilities at Bahadurgarh Unit

The unhealthy competition in the coated paper industry from the imported products has resulted into reduction of the prices and heavy reduction in sales of the product manufactured by Company's Bahadurgarh Unit. Due to this reason, the production of the unit was decreased day by day and made the unit unviable. In addition to this, labour strike in the unit further resulted in increased losses of Bahadurgarh unit of the Company. Keeping in view of the situation, the Company has discontinued the production facilities at its Bahadurgarh Unit and is in the process of shifting the useful machineries from Bahadurgarh Unit to Keshwana Unit in gradual manner.

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

The Company has constituted an Internal Complaints Committee (ICC) in pursuance of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for redressal of sexual harassment complaints and for ensuring time bound treatment of such complaints. There was no complaint received from any employee during the financial year 2014-15 and hence, no complaint is outstanding as on March 31,2015 for redressal.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed at Bombay Stock Exchange. The Company's delisting application with Calcutta Stock Exchange is pending since long.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. No amount has been or is proposed to be transferred to any reserves of the Company.

2. No significant or material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

3. There were no special resolution passed pursuant to the provisions of Section 67(3) of the Companies Act, 2013 and hence no information as required pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

4. No disclosure in respect of Corporate Social Responsibility is required as it is not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors wish to extend their sincere thanks for the assistance and co-operation received from the Members of the Company, Banks, Government Authorities, Customers, Vendors and all the other business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers at all levels for their continuous support and co- operation.

For and on behalf of the Board

P. N. Singh N. K. Pasari Director Managing Director DIN:00076392 DIN:00101426

New Delhi August 25, 2015

Mar 31, 2014

To the Members,

The Directors of your Company are pleased to present the 42nd Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2014.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2014 is summarised below:

(Rs. in Lacs)

2013-14 2012-13

Revenue from Operations (Net) 15,815.47 14,777.59

Profit / (Loss) before fnance cost, depreciation & amortization expense 1,511.48 1,206.30

Finance Costs 668.89 792.42

Depreciation & amortization expense 568.71 554.66

Profit / (Loss) before Taxation 273.88 (140.78)

Less: Tax Expense

Tax adjustment of previous year - 626.48

Deferred Tax 0.01 -

Profit/(Loss) for the year 273.87 (767.26)

Your Directors are pleased to inform to you that during the year under review, the revenue from operations increased from Rs.14,777.59 lacs to Rs.15,815.47 lacs. The Company has achieved profit after tax of Rs.273.87 lacs against loss of Rs.767.26 lacs in the previous year. During the year under review, various measures have been implemented by the Company which has resulted into significant improvement in the profitability and the efforts are continued to perform better in future also.

Keeping in view of the profits during the year and expectation of positive net worth at the earliest, the reference filed by the Company with Board for Industrial & Financial Reconstruction based on negative net worth as on March 31, 2013 has been rejected by the Board. The accumulated losses are still higher than the net worth of the Company as on March 31, 2014 and hence, necessary reference will be made again to the Board for Industrial & Financial Reconstruction within the prescribed time.

DIVIDEND

The Directors have decided not to recommend any dividend on equity shares due to unabsorbed depreciation and accumulated losses of previous years. Because of this reason, 4% dividend aggregating to Rs.23.40 lacs (Previous Year Rs.23.40 lacs) including dividend distribution tax, on the outstanding 4% cumulative redeemable preference shares has also been accumulated.

INCREASE IN AUTHORISED CAPITAL

During the year under review, the Company has increased the authorised share capital from the existing Rs.20,00,00,000/- (Rupees Twenty Crores only) divided into 1,50,00,000 Equity Shares of Rs.10/- each and 5,00,000 Preference Shares of Rs.100/- each to Rs.25,00,00,000/-(Rupees Twenty Five Crores only) divided into 2,00,00,000 Equity Shares of Rs.10/- each and 5,00,000 Preference Shares of Rs.100/- each.

DIRECTORS

Mr. B. K. Pasari has resigned as Director of the Company w.e.f. October 1, 2013. The Board places on record its sincere appreciation for the valuable contribution made by him during his tenure as Director on the Board.

In accordance with the provisions of the Companies Act,2013 and Articles of Association of the Company, Mr. L.C. Parashar, Director retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for that year;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

CORPORATE DEBT RESTRUCTURING

The debts of the Company are under Corporate Debt Restructuring (CDR) mechanism w.e.f. April 1, 2009.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in Annexure to the Directors'' Report.

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not applicable as none of the employee was in receipt of remuneration in excess of the limits prescribed therein.

PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any public deposit from the public within the meaning of section 58A of the Companies Act, 1956 and rule framed there under.

CURRENT OUTLOOK

The Indian Paper Industry is projected to grow tremendously on account of increasing literacy levels, higher government spending on education, booming retail sector, increasing industrial activities, growth in print media, packaging of FMCGs and changing urban life styles. The government''s sustained focus on literacy, increased consumerism and expansion in organized retail sector are expected to positively affect paper consumption and demand in India. With strong economic development, pacing industrial activities and increasing usage of consumer goods by the Indian population, the consumption of paper is being directly stimulated in the Country.

AUDITORS AND AUDITORS'' REPORT

M/s. Singal Bros. & Associates, Chartered Accountants, New Delhi, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

The Auditors'' Report on Financial Statements of the Company for the Financial Year 2013-14 does not contain any qualification.

The observations of Statutory Auditors'' and Notes to the Financial Statements are self-explanatory.

COST AUDITORS

The Central Government has approved the re-appointment of M/s Vijender Sharma & Co., Cost Accountants, Delhi for conducting the cost audit for the financial year 2013-14. Pursuit to rule 5 of the Cost Audit Report Rules, Cost Auditor Report for the year ended March 31, 2013 was filed with the Central Government on September 23, 2013.

CORPORATE GOVERNANCE

A separate section on Management Discussion and Analysis, Corporate Governance and a certificate from Statutory Auditors of the Company regarding Compliance of conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement forms part of the Annual Report.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed at Bombay Stock Exchange. The Company''s delisting application with Calcutta Stock Exchange is pending since long.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the continued co-operation and support extended to the Company by the Shareholders, Customers, Dealers, Suppliers, Bankers, Government and all the other business associates. Your Directors also express their warm appreciation to all employees for their diligence and contribution.

For and on behalf of the Board

New Delhi P. N. Singh N. K. Pasari

May 29, 2014 Director Managing Director

Mar 31, 2012

The Board of Directors of your Company is pleased to present its 40th Annual Report and the Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS (Rs. in Lacs)

2011-12 2010-11

Revenue from Operations (Net) 14,830.90 10,691.84 Profit / (Loss) before finance cost, depreciation & exceptional items 1,482.25 325.07

Finance Cost 798.14 727.03

Depreciation & Amortisation Expenses 546.80 507.66

Exceptional Items 94.09 --

Profit /(Loss) before Taxation 43.22 (899.62)

Tax Expenses -- 185.95

Profit/ (Loss) after Tax 43.22 (713.67)

Your Directors feel immense pleasure in informing the members that during the year under review, operations of the Company grew significantly in terms of both the turnover and the profitability. The sales of the Company registered an increase of 38.71% from Rs. 10,691.84 lacs to Rs. 14,830.90 lacs. The increase in turnover has been primarily on account of better improved performance at Keshwana Unit of the Company. The Company h a s earned after tax profit of Rs. 43.22 lacs against loss of Rs. 713.67 lacs in previous year reflecting a considerable growth. The improved performance and increase in capital has resulted into positive net worth and hence, reference has been declined by the Board for Industrial and Financial Reconstruction.

DIVIDEND

The Directors are unable to recommend any dividend on equity shares due to unabsorbed depreciation and accumulated losses of previous years. Because of this reason, 4% dividend aggregating to Rs. 23.24 lacs (including dividend distribution tax) on the outstanding 4% cumulative redeemable preference shares has also been accumulated.

SHARE CAPITAL

During the year, the Company has allotted 20,70,000 Equity Shares of Rs. 10/- each at a premium of Rs. 6/- per share on preferential allotment basis.

CURRENT OUTLOOK

The outlook for the paper industry is very positive and is expected to be doubled to reach 20 million tons over the next 8 years. With the anticipated measurement in the economic growth, demand for paper and paper products is expected to improve significantly in the coming days. Increasing corporate spend, improving literacy and living standards, declining poverty and higher disposable incomes in India have been the macro-economic drivers that are likely to increase the demand for paper in the country in the long run.

CORPORATE GOVERNANCE

Your Company is committed towards achieving the highest standard of Corporate Governance. Accordingly, your Board functions as trustees of the Shareholders and seeks to ensure the long term economic value for its shareholders while balancing the interest of the stakeholders.

A detailed report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange together with Auditor's Certificate confirming compliance of the conditions is annexed to this report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and rules framed there under.

DIRECTORS

In accordance with Articles of Association of the Company and the provisions of the Companies Act, 1956, Mr. P. N. Singh and Mr. L. C. Sharma are retiring by rotation and being eligible; offer themselves for re- appointment at the ensuing Annual General Meeting of the Company.

w.e.f. 6th June, 2012, Mr. L.C. Parashar has been appointed as an Additional Director and Mr. D.R. Mehta has resigned from the Directorship of the Company. The Board placed on record the immense contribution made by Mr. D.R. Mehta during his tenure as a Director.

The Board of Directors recommends their appointment/ re-appointment.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed at Bombay and Calcutta Stock Exchanges. The Company's delisting application with Calcutta Stock Exchange is in process since long.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Directors of your Company hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the Profit of the Company for that year;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

COST AUDITORS

Pursuant to the provision of Section 233B of the Companies Act, 1956, the Central Government has approved the reappointment of M/s. Vijender Sharma & Associates, Cost Accountants to conduct Audit of cost record of the paper for the financial year ending March 31, 2012. Cost Audit Reports for the same would be submitted to the Central Government within the prescribed time.

Pursuit to rule 5 of the Cost Audit Report Rules, Cost Auditor Reports of Paper for the year ended March 31, 2011 were filed with the Central Government on September 30, 2011.

AUDITORS

M/s. Singal Brothers & Associates, Chartered Accountants, New Delhi, the Statutory Auditor of the Company hold office until the conclusion of the forthcoming Annual General Meeting of the Company and are being eligible for re-appointment. Yours Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(IB) of the Companies Act, 1956.

AUDITORS' REPORT AND BOARD'S CLARIFICATION

The notes to the accounts referred to in the Auditors' Report are self explanatory and no further explanation is considered necessary. However, the clarifications on the qualifications in the Auditors' Report are as under:- Regarding deferred tax assets on accounts of unabsorbed depreciation and carry forward losses, the management is virtually certain of realisation of deferred tax assets in future in view of significant improvement in the quantity, quality of the products and improved conditions of the market, as further explained in Note No 2.37 of Notes to financial statements.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information in respect of above activity required to be disclosed under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure forming part of this report.

PARTICULARS OF EMPLOYEES

Disclosure of details required in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not applicable as none of the employee was in receipt of remuneration in excess of the limits prescribed therein.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the cooperation and the assistance received from the Government Authorities, Regulatory Bodies, Bankers and every Stakeholder of the Company including Suppliers, Customers, Shareholders etc.

Your Directors take this opportunity to place on record their appreciation for the valuable contribution made and excellent cooperation rendered by the employees at all levels for the progress and prosperity of the Company.

For & on behalf of the Board

New Delhi P.N. Singh N.K. Pasari

August 13, 2012 Director Managing Director

Mar 31, 2010

The Board of Directors of your Company is pleased to present its 38th Annual Report and the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. In 000)

2009-10 2008-09

Sales including export sales 6,13,943 11,88,192

Profit / (Loss) before Interest & Depreciation (6,771) 94,404

Less: Depreciation 45,751 47,740

Profit/(toss) before Interest & Taxation (52,522) 46,664

Less: Interest and financial charges 50,033 61,459

Profit /(Loss) before Taxation (1,02,555) (14,795)

Add: Provision for Taxation 17,959 3,212

Profit/ (Loss) after Tax - (84,596) (11,583}

Balance brought forward from previous years (65,916) (54,333)

Balance carried to Balance Sheet (1,50,512) (65,916)

The continued effect of Worldwide Global Recession and slow-down m the economy has adversely effected the performance of the Company, It has resulted into increase in losses due to sharp decrease in sales prices, non-availability of corresponding decrease in raw material prices, lower sales volume and unhealthy competition due to unscrupulous/stock-lot imports, The reduction in sales has also been caused by shut- down of Keshwana Plant for modification/renovation.

During the year under review, the Company has been sanct ioned Restr Restuchuring-cum- Enhancement package under the CDR Mechanism. As projected under package, the Keshwana Unit of the Company has been restarted for production alter its modification/ renovation* With the help of Restructuring Package, your Directors are hopeful for better performance in the current year,

PREFERENCE SHARES

Your Company has issued 5,00,000 4% Cumulative Redeemable Preference Shares of Rs. 100/- each amounting Rs.50,000 thousands during the year to all the Bankers of the Company in accordance with terms and conditions of the COR package.

DIVIDEND

The Directors are unable to recommend any dividend on equity shares due to the losses during the year under review. Further, 4% dividend aggregating to Rs. 731 thousands (including dividend distribution tax) on the outstanding 4% cumulative redeemable preference shares has also been accumulated.

CURRENT OUTLOOK

The Paper Industry in India looks extremely positive as the demand for upstream market of paper products is growing up. The improving domestic: demand and the rise in global prices together should help Paper Industry to perform better in the coming years. The recovery in the global economy and the buoyancy in the domestic economy mean better demand growth for paper.

CORPORATE GOVERNANCE

Your Directors reaffirm their commitment to the Corporate Governance standards as prescribed by the Securities and Exchange Board of India (SEBI), A separate section on Corporate Governance together with a certificate from the Auditors of the Company regarding full compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange(s) forms part of Annual Report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and rules framed there under.

DIRECTORS

In accordance with Articles of Association of the Company and the provisions of the Companies Act, 1936, Mr. D. R. Mehta and Mr. L,C Sharma are retiring by rotation and, being eligible, offer themselves for re-

appointment at the ensuing Annual General Meeting

or the Company,

The term at appointment or Mr, N.J.K.Pasati as Managing Director will expire on 31st December, 2010, The Board propositi to re-appoint him as Managing Director for a further period of 1 year w.e.f.

1st January, 2011 without any remuneration for which he has consented. The rrsolution for re-appoinment

haw, been put up for approval of the members.

Mr. P.N. Singh has. been appointed as an Additional

Director w.e.f 01st July, 2010 and Mr, Alok Sinha has resigned from the directorship of the Comapny Mr, Alok Sinha was associated with the Company since 2001. The Board placed on record the immense contribution made by Mr. Alok Sinha dining his tenure of a Director.

The Bpard Director recommends their appointmen

re-appointment.

LISTING ON STOCK EXCHANCES

The Equity Shares of the Company are listed at Mumbai and Calcutta Stock Fxthanges. The Companys delisting application with Calcutta Stock Exchange is in process since long.

CORPORATE DEBT RTSTRUCTURING

Your Company has been grarded a Restructuring Package by Corporate Debt Resrucluning (CDR) Cell under the COR Mechanism vide LOA No CDRLABP) No.605/2009-10 date 17.08.2009 for restrucluting

of the existing financial assistance and sanction of additional finance to the Company the CDR Package has been implemented w.e.f. cut-off date i.e 1st April ,2009 by all the Bankers of the Company. Your Directors are very positive and confident that with the help of CPR Package, the Company is in the process of continuing its operations in a more cfficient and cost effective manner making optimum utilization of all its available resources.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuaist to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Directors of your Company hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been

followed along with proper explanations relating to material deparures

ii) the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and Mir view or the state of affairs or the Company as at 31st March,2010 and of the Loss of the Company for that year;

iii) proper and sufficient care has been taken for the maintinance of adequate accounting recordsat accordance with provisions of theCompanies Act, 1956 lor safeguarding the assets of the Company and for preventing and delecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concent bxisis

COST AUDITORS Purs-uan: to Section 233B of the Companies Act,1956 the Central Government vide their letter no. 52/494/ CAB-2000 dated 23/06/2009 has approved the re appontment of M/s Vijender Sharma Associates, C ost Accountants, Delhi for conducting the cost audit of the paper for the financial year ending itst Mart h, 2010,

AUDITORS

M/s, Singal, Chartered Accountants, New Delhi, the Statfory Auditor of the Company hold Office until the conchision of the forhcoming Annual Ceneral Meeting of the Company and are eligible for re-appoinment ,and all the audit process will be done by this firm only in future. The Company has received a latter from them to the efferd that then appointment if made would be within the preseribed limits u/s 22411(B) of the Companies Act, 1956.

The other joint auditor, M/s A.C.Bhauteria & Co, Chartered Accountants. Kolkata have expressed their unwillingness to be re-appointed as Statutory Auditor from the ensuing Annual General Meeting.

AUDITORS REPORT AND AND BOARDS CLARIFCATION

The notes to the at accounts referred to in the Audiots Report are self explanatory and no further explanation is considered necessary. However, the clariications on the qualifications in the Auditors Report are as under:-

In view of restructuring of debts by the lenders, process improvements carried out for enhancing paper making capacity and operating efficiency, improvement in quality, improving trend in market conditions, business plans, strategies and profitability estimates, the Company is virtually certain of realization of deferred lax assets in future, (refer Note No. 2 of Schedule 19 of Notes on Accounts)

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information in respect of above activity required to be disclosed under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure forming part of this report.

PARTICULARS Of EMPLOYEES

Disclosure of details required in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not applicable as none of the employee was in receipt of remuneration in excess of the limits prescribed therein.

ACKNOWLEDGEMENTS

The Board of Directors acknowledges with gratitude the co-operation and assistance provided to the Company by the Bankers and Government as well as non-Government agencies. Your Directors would like to place on record their appreciation to the Companys Shareholders, Customers, Dealers, Business Associates and Suppliers for their continued support to the Company.

The relationship with the employees remained cordial during the year and your Directors place on record their appreciation for the contribution made by the employees at all levels.

For & on behalf of the Board

New Delhi D. R. Mehta N. K. Pasari

14th August, 2010 Director Managing Director

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