Directors Report of Voith Paper Fabrics India Ltd.

Mar 31, 2018

Dear Members,

The directors are pleased to present before you, the Forty Eighth Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended on 31^st March, 2018.

FINANCIAL HIGHLIGHTS

The Company’s financial performance, for the year ended March 31, 2018 is summarized below:

Rs. (In millions)

		For the year ended
		31/03/2018	31/03/2017
Revenue from operations		964.53	900.85
Profit before taxation		276.37	271.66
Provisions for taxation		95.22	94.87
Profit after taxation		183.32	175.37
Earnings Per Share (EPS) (In rupees)		41.24	40.25

There were no material changes and commitments affecting the financial position of the company, which have occurred since the end of the financial year.

DIVIDEND

The Company endeavours to make dividend payout in such a way so that it results in capital appreciation for shareholders and also that the long term growth objectives of the Company can be met through internal accruals as and when the need arises. However, considering the current year as the Golden Jubilee Year, your Directors are pleased to recommend an increase in last year’s dividend payout by Rs.5/- per equity share, as a one-time special occasion.

Accordingly, the Directors are recommending for your approval payment of dividend @ 90%, i.e., of Rs. 9/- per equity share of Rs.10/- each fully paid-up for the year ended 31^st March, 2018, aggregating to Rs. 39.53 million. In addition, the applicable Corporate Dividend Tax and other taxes, if any, shall also be paid thereon at the time of actual payment of dividend.

The dividend, if approved at the Annual General Meeting, would be paid to the eligible members within the stipulated time.

DIRECTORS

Ms. Shahana Basu shall be retiring by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, offers herself for reappointment.

In Compliance with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (here-in-after referred to as ‘Listing Regulations’), brief resume, expertise and details of other directorships, membership in committees of other companies and shareholding in the Company, of Ms. Shahana Basu, who is proposed to be re-appointed as Director are as under:

Name of the Director	Ms. Shahana Basu
DIN	07137715
Age in years	49 years
Date of initial appointment	6th February, 2016
Expertise in Special Functional Areas	Legal
Qualification	Graduate in History Honours, Social & Political Science, Sociology and Law.
Directorships held in other companies in India, as on 31/03/2018	NIL
Membership of committees of other companies, in which she is a Director, as on 31/03/2018	NIL
No. of shares held in the Company (Including those held by relatives)	NIL

TRANSFER TO RESERVES

For the year under review, Company has added the entire available surplus to the brought forward balance in “Statement of Profit and Loss”, without making any transfer to the general reserve.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company neither gave any loans or guarantee nor made any investments in terms of provisions of Section 186 of the Companies Act, 2013.

CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the Financial Year 2017/18.

CAPACITY ENHANCEMENT

The Company is in the process of its capacity enhancement by around 30% over next 3 years. In the first phase, construction of building for installation of the machinery is underway and the Production is likely to commence in next financial year. This will help us to improve quality, productivity and customer satisfaction in coming years.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunals, which would impact the ‘going concern’ status of the Company and its future operations. However, members’ attention is drawn to the details about Contingent Liabilities and Commitments appearing in the Notes forming part of the Financial Statements.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Details of Internal Financial Controls and its adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

PARTICULRS OF CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

As per the provisions of Companies Act, 2013 and Regulation 23 of ‘Listing Regulations’, the Company has formulated a Policy on Related Party Transaction to ensure transparency in transactions between the Company and the related parties. The said Policy is available at link of ‘Company Policies’ on ‘Investor Corner’ page on the company’s website at http://voith.com/ind-en/Voith-Paper-Fabrics-India-Limited Investors-Corner.htm

During the year under review, there were no material transactions, as defined under the provisions of ‘Listing Regulations’, between the company and related parties. All transactions with related parties were carried out in the ordinary course of business at arms length basis and details of such transactions are mentioned in notes attached to the financial statements, appearing elsewhere in the Annual Report. Further, Form AOC-2 containing the necessary disclosure in this regard is attached as Annexure - III and forms an integral part to this report.

AUDITORS REPORT

The observations of the statutory auditors are self-explanatory and, therefore, do not call for any further comments.

AUDITORS

A. Statutory Auditors - During the year under review, the appointment of M/s B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022), to continue to act as the Statutory Auditors of the Company up to the conclusion of 50^th Annual General Meeting (AGM) was ratified by the members at the 47^th AGM. The Board recommends for the necessary ratification by members, for continuation of their appointment as Statutory Auditors up to the conclusion of 50^th AGM of the Company, at the forthcoming AGM also.

B. Internal Auditors - During the year under review, M/s Lodha & Co., Chartered Accountants, carried out the internal audit exercise and submitted their report.

C. Secretarial Auditors - During the year under review, M/s PC. Jain & Co., Company Secretaries, carried out the Secretarial Audit and submitted their report.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Sections 134(3)(c) and 134(5), the Board of Directors, to the best of their knowledge and ability, confirm that:

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

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

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

4. the Directors have prepared the Annual Accounts on a ‘going concern’ basis;

5. the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating efficiently; and

6. 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.

RISK MANAGEMENT

The Board confirms that there exists a structure in the Company to identify, assess, evaluate and mitigate various types of risks w.r.t. the operations of the Company. In view of the Board, none of the elements of any such risks threaten the existence of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of Companies Act, 2013 and Regulation 16 of the ‘Listing Regulations’.

CORPORATE GOVERNANCE

The Board of Directors has laid down a Code of Conduct to be followed by all the Directors and members of Senior Management of your Company. The Board of Directors supports the principles of Corporate Governance and lays strong emphasis on transparency, accountability and integrity.

A Report on Corporate Governance along with required Certificate from a Company Secretary in Practice, pursuant to requirements of the Listing Regulations has been included in this Report separately. In terms of Regulation 17(8) of the Listing Regulations, a Certificate of CEO & CFO is also provided to the Board.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act, read along with Rule 8, of Companies (Accounts) Rules, 2014, is given in Annexure - I.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from public during the year under review. Accordingly, there are no unclaimed or unpaid deposits lying with the company for the year under review.

PARTICULARS OF EMPLOYEES

Particulars required to be disclosed in pursuance of the provisions of Section 197, read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure - II.

REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. Outline of CSR Policy including overview of projects or programs undertaken during the year ended 31^st March, 2018: Corporate Social Responsibility (CSR) is the integration of business operations & its values in relation to betterment of society. To achieve this integration of interests of all stakeholders, including investors, customers, employees and community, the company had contributed requisite sums towards fulfilling its CSR obligations, by providing financial aid to some NGOs involved in the field of promoting education, healthcare, eradicating hunger and sanitation, especially for the benefit of those belonging to socially and economically backward strata of society.

The CSR Policy and the report can be accessed at link of ‘Company Policies’ on ‘Investor Corner’ page on the company’s website at http://voith.com/ind-en/Voith-Paper-Fabrics-India-Limited Investors-Corner.htm

2. Composition: The CSR Committee presently comprises of three directors. Two of whom are Non-executive Directors.

Sr. No.	Name & Designation of the Director in the Committee	Category
1	Mr. Martin Gustav Scherrer, Chairman	Non-executive & Non-Independent Director
2	Mr. Biren De, Member	Non-executive & Independent Director
3	Mr. R. Krishna Kumar, Member	Executive & Non-Independent Director

3. Average Net Profit of the Company for the last three financial years is Rs.282,662,251/-

4. CSR Expenditure i.e. two percent of Average Net profit for last three financial years is Rs.5,653,245/-.

5. Details of CSR spent during the financial year:

a. Total amount to be spent for the financial year: Rs.56.54 lakhs.

b. Amount unspent, if any: Not Applicable

c. Manner in which the amount spent during the financial year is detailed below:

6. In case the company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the company shall provide reasons for not spending the amount in its Board Report: Not Applicable

7. A responsibility statement by CSR Committee of the Board: We hereby state that the implementation and monitoring of CSR policy is in compliance with CSR objectives and policy of the Company.

ANNUAL EVALUATION BY THE BOARD

The Board has carried out the annual evaluation of its own performance, of each of its Committee and of all individual Directors, as required under the provisions of Section 134(3)(p) of the Companies Act, 2013 and the applicable provisions of Listing Regulations. The manner in which such performance evaluation exercise was carried out is given below:

The Nomination and Remuneration Committee (NRC) carries out the evaluation process at initial stage, followed by evaluation by Board. The performance evaluation framework is in place to seek the response of each Director on the evaluation of the entire Board and Individual Directors, on defined parameters.

The criteria of evaluation of Board as well as that of its each Committee; and individual Directors, including the Chairman of the Board; as defined by NRC in this regard, includes attendance and contribution of each Director at the meetings or otherwise, independent judgment, adherence to code of conduct and business ethics, monitoring of regulatory compliance, risk management and review of internal control system, etc.

The performance of the Board and Individual Directors was also evaluated by the Board seeking inputs from all Directors on aforesaid parameters. The performance of Committees was evaluated by the Board seeking inputs from concerned Committee Members. A separate meeting of the Independent Directors was also held to review the performance of Non-independent Directors; performance of the Board as a whole and performance of the Chairman of the Company, taking into account the views of executive as well as non-executive Directors.

PREVENTION OF SEXUAL HARASSMENT CASES

As required under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with rules made thereunder, the Company has constituted an “Internal Complaints Committee” which is responsible for redressal of complaints related to sexual harassment.

During the year under review there was no complaint pertaining to sexual harassment.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, five meetings were convened and held. Details of composition of Board and its committees and of the meetings held, attendance of the Directors and other relevant details are provided in the Corporate Governance Report.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The Board has originally constituted its Remuneration Committee on 31^st January, 2002 as part of good corporate governance practice. The current policy is to ensure that appropriate and suitable members are appointed on the Board of the Company and that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors and meets appropriate benchmarks.

The Nomination and Remuneration Committee, at its sole discretion, considers the integrity, qualification, expertise and experience of the person for appointment as a Director and then recommends to the Board of his/her appointment.

REMUNERATION CRITERIA

- Executive Director / Managing Director / Whole-time Director: They shall be paid remuneration comprising of several components (including fixed as well as variable) decided and approved by the Board from time to time on recommendation of the Committee. Such remuneration is determined according to industry standards, experience, laws and regulations, prevailing market conditions and the scale of Company’s business relating to the position.

- Other Directors: The Company remunerates its non-executive Indian directors by way of Sitting Fees for attending meetings of the Board and/or any Committee thereof as may be decided by the Board from time to time, subject to the maximum amount as may be prescribed by the Central Government in this regard.

The policy is available at ‘Company Policies’ link on ‘Investors Corner’ page at company’s website at http://voith.com/ind-en/Voith-Paper-Fabrics-India-Limited Investors-Corner.htm

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s P.C. Jain & Co., Company Secretaries to undertake the Secretarial Audit of the company. The report of the secretarial audit is annexed as ANNEXURE - IV.

The Secretarial Audit Report does not contain any qualification, observation or other adverse remarks, except that the promoters of the Company were not holding shares in dematerialized form as at 31^st March, 2018.

However, the promoters are in the process of opening necessary demat account with a depository participant and it is expected that the process of dematerialization of their shares would be completed within the current fiscal.

SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company neither has any subsidiary, joint venture or associate company; nor has any company become or ceased to be its subsidiary, joint venture or associate company, during the year.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is annexed as ANNEXURE - V to the Board’s Report.

Further, as required under the provisions of Section 92(3) of the Companies Act, 2013, a copy of the relevant Annual Return would be made available at ‘Investor Relations’ link on the ‘Investors Corner’ page of company’s website at http://voith.com/ind-en/Voith-Paper-Fabrics-India-Limited Investors-Corner.htm

APPRECIATIONS

The Board wishes to place on record its appreciation for the untiring efforts & contributions of all the employees of the Company and for the trust & support of all other stakeholders associated with the company. The Board expects to continue to receive the same in future also.

For and on behalf of the Board of Directors

Biren De (DIN: 00011607)

Ravinder Nath (DIN: 00062186)

S K Nagpal (DIN: 01171148)

Shahana Basu (DIN: 07137715) R. Krishna Kumar (DIN:05344619)

Date : 4^th May, 2018 Directors Managing Director

Place : New Delhi

---

Mar 31, 2017

Dear Members,

The Directors are pleased to present before you, the Forty Seventh Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended on 31st March, 2017.

FINANCIAL HIGHLIGHTS

The Company''s financial performance, for the year ended March 31, 2017 is summarized below:

Rs. (In millions)

	For the year ended
	31/03/2017	31/03/2016
Revenue	894.21	835.21
Profit before taxation	270.46	235.64
Provisions for taxation	94.63	80.95
Profit after taxation	175.83	154.70
Balance brought forward from the previous year	982.04	864.03
Earnings Per Share (EPS) (In rupees)	40.03	35.22
Balance carried to Balance Sheet	1,157.87	1,018.73

There were no material changes and commitments affecting the financial position of the company, which have occurred since the end of the financial year.

DIVIDEND

The dividend payout for the year under review is in accordance with the Company''s policy to build long term shareholder value. It is also linked to long term growth objectives of the Company to be met by internal accruals.

Your Directors, therefore recommend for your approval a dividend @ 40%, i.e., of Rs.4/- per equity share of Rs.10/- each fully paid-up for the year ended 31st March, 2017, aggregating to Rs.17.57 million. In addition, the applicable Corporate Dividend Tax and other taxes, if any shall also be paid thereon at time of actual payment of dividend.

The dividend, if approved at the Annual General Meeting, would be paid to the eligible members within the stipulated time.

DIRECTORS

Mr. R. Krishna Kumar shall be retiring by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, offers himself for reappointment.

In Compliance with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (here-in-after referred to as the Listing Regulations), brief resume, expertise and details of other directorships, membership in committees of other companies and shareholding in the Company, of Mr. R. Krishna Kumar, who is proposed to be reappointed as Director are as under:

Name of the Director	Mr. R. Krishna Kumar
DIN	05344619
Age in years	42
Date of Appointment	23rd July, 2014
Expertise in Special Functional Areas	Engineering and Administration
Qualification	B.E.
Directorships held in other companies in India, as on 31/03/2017	1. Voith Paper Technology (India) Private Limited
Membership of committees of other companies, in which he is a Director, as on 31/03/2017	1. Voith Paper Technology (India) Private Limited (Corporate Social Responsibility Committee)
No. of shares held in the Company (Including those held by relatives)	NIL

It is evident from the above graphs that your company had continued to progress in the current year also.

TRANSFER TO RESERVES

For the year under review, Company has added the entire available surplus to the brought forward balance in "Statement of Profit and Loss", without making any transfer to the general reserve.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company neither gave any loans or guarantee nor made any investments in terms of provisions of Section 186 of the Companies Act, 2013.

CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the Financial Year 2016/17.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunals, which would impact the ''going concern'' status of the Company and its future operations. However members'' attention is drawn to the details about Contingent Liabilities and Commitments appearing in the Notes forming part of the Financial Statements.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Details of Internal Financial Controls and its adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

As per the provisions of Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the Company has formulated a Policy on Related Party Transaction to ensure transparency in transactions between the Company and the related parties. The said Policy is available at link of ''Company Policies'' on ''Investor Corner'' page on the company''s website at https://voith.com/vpf-india-en/investors-corner.html

During the year under review, there were no material transactions, as defined under the provisions of Listing Regulations, between the company and related parties. All transactions with related parties were carried out in the ordinary course of business at arm''s length basis and details of such transactions are mentioned in notes attached to the financial statements, appearing elsewhere in the Annual Report. Also, the Form AOC-2 is attached as Annexure - III, forming part of this report.

AUDITORS'' REPORT

The observations of the statutory auditors are self-explanatory and, therefore, do not call for any further comments.

AUDITORS

A. Statutory Auditors - During the year under review, M/s B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) were appointed as Statutory Auditors of the Company for a period of five years i.e., from the conclusion of 45^th Annual General Meeting up to the conclusion of 50^th Annual General Meeting subject to ratification by members every year.

B. Internal Auditors - During the year under review, M/s Lodha & Co., Chartered Accountants, carried out the internal audit exercise and submitted their report.

C. Secretarial Auditors - During the year under review, M/s PC. Jain & Co., Company Secretaries carried out the Secretarial Audit and submitted their report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Sections 134(3)(c) and 134(5), the Board of Directors, to the best of their knowledge and ability, confirm that:

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

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

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

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

5. the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating efficiently; and

6. 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.

RISK MANAGEMENT

The Board confirms that there exists a structure in the Company to identify, assess, evaluate and mitigate various types of risks w.r.t. the operations of the Company. In view of the Board, none of the elements of any such risks threaten the existence of the Company

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of Companies Act, 2013 and Regulation 16 of the Listing Regulations.

CORPORATE GOVERNANCE

The Board of Directors has laid down a Code of Conduct to be followed by all the Directors and members of Senior Management of your Company. The Board of Directors supports the principles of Corporate Governance and lays strong emphasis on transparency, accountability and integrity.

A Report on Corporate Governance along with required Certificate from a Company Secretary in Practice, pursuant to requirements of the Listing Regulations has been included in this Report separately. In terms of Regulation 17(8) of the Listing Regulations, a Certificate of CEO & CFO is also provided to the Board.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act, read along with Rule 8, of Companies (Accounts) Rules, 2014, is given in Annexure - I.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from public during the year under review. Accordingly, there are no unclaimed or unpaid deposits lying with the company for the year under review.

PARTICULARS OF EMPLOYEES

Particulars required to be disclosed in pursuance of the provisions of Section 197, read with rule 5 of Companies (Appointment and Remuneration) Rules, 2014, are given in Annexure - II.

REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. Outline of CSR Policy including overview of projects or programs undertaken during the year ended 31^st March, 2017: Corporate Social Responsibility (CSR) is the integration of business operations & its values in relation to betterment of society. To achieve this integration of interests of all stakeholders, including investors, customers, employees and community, the Company had contributed requisite sums towards fulfilling its CSR obligations, by providing financial aid to some NGOs involved in the field of promoting education, healthcare, eradicating hunger and sanitation, especially for the benefit of those belonging to socially and economically backward strata of society.

The CSR Policy and the report can be accessed at link of ''Company Policies'' on ''Investor Corner'' page on the company''s website at https://voith.com/vpf-india-en/investors-corner.html

2. Composition: The CSR Committee presently comprises of three directors. Two of whom are Non-executive Directors.

Sr. No.	Name & Designation of the Director in the Committee	Category
1	Mr. Martin Gustav Scherrer, Chairman	Non-executive & Non-Independent Director
2	Mr. Biren De, Member	Non-executive & Independent Director
3	Mr. R. Krishna Kumar, Member	Executive & Non-Independent Director

3. Average Net Profit of the Company for the last three financial years is Rs.254,918,949/-

4. CSR Expenditure i.e. two percent of Average Net profit for last three financial years is Rs.5,098,379/-.

5. Details of CSR spent during the financial year:

a. Total amount to be spent for the financial year: Rs.50.99 lacs.

b. Amount unspent, if any: Not Applicable

c. Manner in which the amount spent during the financial year is detailed below:

(Amount Rs. in Lacs)

(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)
Sr. No.	CSR project or activity identified	Sector in which project is covered	Projects or programs (1) Local Area or other (2) Specify the state and district where projects or programs was undertaken	Amount outlay (budget) project or programs wise	Amount spent on the projects or programs. Sub-heads: (1) Direct expenditure on projects and programs (2) Overheads	Cumulative expenditure up to the reporting period	Amount spent through implementing agency or direct
1.	Distribution of bags for students in government schools	Promoting Education	Locally	7.00	7.00	7.00	FIA Charitable Society
2.	Distribution of stationery items, etc. to students in government schools	Promoting Education	Locally	1.00	1.00	1.00	Direct
3.	Construction of Community Toilets	Promoting Health Sanitation	Locally	13.00	13.00	13.00	FIA Charitable Society
4.	Clearing of Blocked Sewer Line and repair of pavements	Environment sustenance	Locally	10.00	10.00	10.00	FIA Charitable Society
5.	Renovation of toilet blocks, drinking water facility, etc.	Promoting Health and Sanitation	Locally	9.85	9.85	9.85	FIA Charitable Society
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)
Sr. No.	CSR project or activity identified	Sector in which project is covered	Projects or programs (1) Local Area or other (2) Specify the state and district where projects or programs was undertaken	Amount outlay (budget) project or programs wise	Amount spent on the projects or programs. Sub-heads: (1) Direct expenditure on projects and programs (2) Overheads	Cumulative expenditure up to the reporting period	Amount spent through implementing agency or direct
6.	Mid-day meal for school going students	Eradicating Hunger	PAN India	4.75	4.75	4.75	Akshaya Patra Foundation
7.	Organization of health camps	Promoting Health Care	Locally	3.40	3.40	3.40	HelpAge India
8.	Construction of toilet and arranging drinking water facility	Promoting Health and Sanitation	Locally	2.00	2.00	2.00	Prayas Social Welfare Society (Regd.)
	TOTAL			51.00	51.00	51.00

6. In case the company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the company shall provide reasons for not spending the amount in its Board Report: Not Applicable

7. A responsibility statement by CSR Committee of the Board: We hereby state that the implementation and monitoring of CSR policy is in compliance with CSR objectives and policy of the Company.

Sd/- Sd/-

Martin Gustav Scherrer R. Krishna Kumar

Chairman of the CSR Committee Managing Director

(DIN: 02343290) (DIN: 05344619)

ANNUAL EVALUATION BY THE BOARD

As required under the provisions of Section 134(3)(p) of the Companies Act, 2013 and Listing Regulations the Board has carried out an annual evaluation of its own performance, of its Committees and individual directors. The manner in which such performance evaluation was carried out is as under:

The performance evaluation framework is in place to seek the response of Directors on the evaluation of the entire board and individual directors. The Nomination and Remuneration Committee carries out evaluation of Director''s performance.

The performance of the Board and Individual Directors was evaluated by the Board seeking input from all Directors. The performance of Committees was evaluated by the Board seeking input from the Committee Members. The Nomination and Remuneration Committee reviews the performance of the Individual Directors. A separate meeting of the Independent Directors was also held to review the performance of non-independent Directors; performance of the Board as a whole and performance of the Chairman of the company, taking into account the views of executive as well as non-executive Directors.

The criteria of evaluation of Board includes mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board based on the criteria laid down by Nomination and Remuneration Committee which includes attendance, contribution at the meetings and otherwise, independent judgment, adherence to Code of Conduct and business ethics, monitoring of regulatory compliance, risk management and review of internal control system, etc.

PREVENTION OF SEXUAL HARASSMENT CASES

As required under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with rules made there under, the company has constituted an "Internal Complaints Committee" which is responsible for redressal of complaints related to sexual harassment.

During the year under review there was no complaint pertaining to sexual harassment.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, five meetings of the Board were convened and held. Details of composition of Board and its committees and of the meetings held, attendance of the Directors and other relevant details are provided in the Corporate Governance Report.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The Board has originally constituted its Remuneration Committee on 31st January, 2002 as part of good corporate governance practice. The current policy is to ensure that appropriate and suitable members are appointed on the Board of the Company and that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors and meets appropriate benchmarks.

The Nomination & Remuneration Committee, at its sole discretion, considers the integrity, qualification, expertise and experience of the person for appointment as a Director and then recommends to the Board of his/her appointment.

REMUNERATION CRITERIA

- Executive Director/Managing Director/Whole-time Director: They shall be paid remuneration comprising of several components (including fixed as well as variable) decided and approved by the Board from time to time on recommendation of the Committee. Such remuneration is determined according to industry standards, experience, laws and regulations, prevailing market conditions and the scale of Company''s business relating to the position.

- Other Directors: The Company will remunerate its non-executive Indian directors by way of Sitting Fees for attending meeting of the Board and/or Committee thereof as may be decided by the Board from time to time, subject to the maximum amount as may be prescribed by the Central Government in this regard.

The policy is available on the website of the company at www.voithpaperfabricsindia.com

SECRETARIAL AUDIT

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s P.C. Jain & Co., Company Secretaries to undertake secretarial audit of the company The report of the secretarial audit is annexed as ANNEXURE - IV. The secretarial audit report does not contain any qualification, observation or other adverse remark, except that the promoter of the Company are not holding shares in dematerialized form as required by Regulation 31 of the Listing Regulations, 2015. The matter has already been informed to the promoter and they are in the process of completing the formalities for opening the required Demat Account.

SUBSIDIARY COMPANIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company neither has any subsidiary, joint venture or associate company; nor has any company become or ceased to be its subsidiary joint venture or associate company, during the year.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is annexed as Annexure-V to the Board''s Report.

APPRECIATIONS

Your Directors wish to place on record their appreciation to all the stakeholders for their support and contributions towards achieving the performance of the company. The Board expects to continue to receive their continued support and contribution in future also.

For and on behalf of the Board of Directors

Biren De (DIN: 00011607)

S K Nagpal (DIN: 01171148)

Shahana Basu (DIN: 07137715) R. Krishna Kumar (DIN:05344619)

Date : 25^th May, 2017 Directors Managing Director

Place: New Delhi

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Forty Fifth Annual Report together with the Audited Financial Statements of the Company.

THE COMPANIES ACT, 2013

The Ministry of Corporate Affairs (MCA) has partly notified the Companies Act, 2013 in tranches in September 2013 and March 2014 with majority of the sections as well as rules being notified in March 2014.

The Companies Act, 1956 continues to be in force to the extent of corresponding provisions of the Companies Act, 2013 which are yet to be notified. MCA vide its Circular No. 08/2014 dated April 4, 2014 has clarified that financial statements and documents annexed thereto, auditor''s report and board''s report in respect of financial year that have commenced earlier than April 1,2014 shall be governed by provisions of Companies Act, 1956. Accordingly, your Company''s Financial Statements, Auditor''s Report and Board''s Report and attachments thereto have been prepared in accordance with provision of Companies Act, 1956. With respect to other provisions of the Companies Act, 2013, appropriate references have been made in this report to the extent these provisions have become applicable effective April 1, 2014.

Your Company has been regular in keeping pace with the fast changes introduced by the Companies Act, 2013 and initiated necessary actions accordingly. Some of the important initiatives taken by your Company are as under:

a. Re/constitution of the Committees of the Board;

b. Designation of KMPs;

c. Establishment of Vigil Mechanism;

d. Recommendation for the appointment of the Independent Directors, not liable to retire by rotation, who satisfy the criteria enumerated in Companies Act, 2013; and

e. Providing E-Voting facility to members.

DISCLOSURE IN BOARD''S REPORT

Information required to be disclosed as per Section(s) 186, 188, 197(12) etc. of the Companies Act, 2013 read with relevant rules framed thereunder is not provided, as the Board''s Report has been prepared in accordance with the provisions of Companies Act, 1956.

CHANGE IN FINANCIAL YEAR

To align the financial year of the company with the provisions of Companies Act, 2013, the current financial year of the Company was extended by six months, with the approval of appropriate authorities. Accordingly, the audited financial statements for the current financial year have been prepared for a period of eighteen months beginning on October 1,2013 and ending on March 31,2015.

FINANCIAL HIGHLIGHTS

Rs. (In millions) For the year ended 31/03/2015 30/09/2013 (18 months) (12 months)

Sales (Net of Excise Duty) 1023.21 591.90

Profit before taxation 328.55 193.32

Provisions for taxation 114.80 64.71

Profit after taxation 213.75 128.60

Balance brought forward from 695.37 595.05 the previous year

Amount available for Appropriation 909.12 723.65 Appropriations:

* Dividend 19.77 13.18

* Corporate Dividend Tax 3.95 2.24

* Transferred to General Reserve 21.37 12.86

* Surplus carried to Balance Sheet 864.03 695.37

Total 909.12 723.65

It is evident from the above graphs; that your company has progressed, during the current period ended 31st March, 2015. It has achieved a net aggregate Sales of Rs.1023.21 million and Profit Before Tax of Rs.328.55 million, for the current 18 months period ended 31/03/2015.

Baring unforeseen circumstances, the directors of your company expect continued growth in turnover and profitability in future also.

DIVIDEND

The company continues to evaluate and manage its dividend policy to build long term shareholder value. Your Directors are pleased to recommend for your approval a dividend of Rs.4.50/- per equity share of Rs.10/- each fully paid-up for the period ended 31st March, 2015. The dividend, if approved will be paid to the eligible members within the stipulated time.

This will absorb Rs.19.77 millions. In addition, Rs. 3.95 millions shall be payable as corporate dividend tax.

DIRECTORS

During the period under review, Directors, Mr. Chandra Sekhar Panigrahi and Mr. Markus Johann Mader resigned from the Board with effect from 23rd July, 2014 and 6th August, 2014, respectively. The Board places on record their appreciation and gratitude for their guidance and contribution during their association with the Company.

On the recommendation of Nomination and Remuneration Committee, at the Board Meeting held on 23rd July, 2014, Mr. R. Krishna Kumar was appointed as an Additional Director with immediate effect and as the Managing Director of the Company, effective from 1st August, 2014 for an initial term of 5 years.

As Additional Director, Mr. R. Krishna Kumar holds office up to the date of forthcoming Annual General Meeting and is eligible for appointment as a Director & Managing Director.

The Board has also appointed Ms. Patricia Annette Sargeant as an Additional Director, at its meeting held on 5th November, 2014. She too holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

Further, in terms of section 149 read with section 152 of the Companies Act 2013, an independent director is now not required to retire by rotation, and may be appointed on the Board of the Company for maximum two terms of up to five years each. Accordingly, it is proposed to appoint the existing independent, non-executive directors namely, Mr. Biren De, Mr. Ravinder Nath and Mr. Surinder Kumar Nagpal, for an initial term of five years, effective from 1st March, 2015. All these Independent directors have confirmed their independence in terms of the requirements of Companies Act, 2013.

The company has received separate notice(s) together with the requisite amount, as per the provisions of section 160 of the Companies Act, 2013, for the appointment of aforesaid directors on the Board of the Company.

In Compliance with requirements of Clause 49 VIII (E) of Listing Agreement, brief resume, expertise and details of other directorships, membership in committees of other companies and shareholding in the Company of persons proposed to be appointed as Directors are as under:

AUDITORS REPORT

The observations of the auditors are self-explanatory and, therefore, do not call for any further comments.

AUDITORS

A. Statutory Auditors - M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, (Registration No. 301003E) holds office until the conclusion of ensuing Annual General Meeting (AGM) and have expressed their unwillingness to be reappointed as the Statutory Auditors of the Company.

Further, your Company has received a written consent and a certificate from M/s BSR & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) to the effect that their appointment, if made, would satisfy the criteria provided in sections 139 and 141 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules 2014.

Hence, the Audit Committee and the Board hereby recommends the appointment of M/s BSR & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) as Statutory Auditors of the Company for a period of five years i.e., from the conclusion of the 45th Annual General Meeting up to the conclusion of 50th Annual General Meeting subject to ratification by Members every year.

B. Cost Auditors - During the year under review, M/s Balaji & Associates, Cost Accountants, (Firm Registration No. 0112) were appointed as the Cost Auditors of the Company, in accordance with the requirements of The Companies (Cost Accounting Records) Rules, 2011. The Cost Audit Report for the 18 months period ended 31st March, 2015, shall be submitted within the time stipulated in the aforesaid rules.

Further, as per the MCA Notification dated 31/12/2014 your company is no longer required to maintain cost records and/or to carry out Cost Audit exercise in future.

C. Internal Auditors - During the year under review, M/s Lodha & Co., Chartered Accountants, New Delhi carried out the internal audit exercise and submitted their report.

D. Secretarial Auditors - The Company did not appoint any Secretarial Auditor for the period under review. The Company proposes to get the Secretarial Audit done in the current year and shall make the necessary disclosures in the next Annual Report.

CORPORATE GOVERNANCE:

The Company has ensured continued compliance of Corporate Governance requirements during the period under review. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders'' value.

As required by Clause 49 of the Listing Agreement with the BSE Limited (BSE), the reports on Management Discussion and Analysis, Corporate Governance as well as the Certificate regarding compliance of conditions of corporate governance, are annexed and form an integral part of this report.

Further, the company regularly submits the quarterly corporate governance compliance report to the BSE and also uploads the same on its website.

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

Information required to be disclosed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure - I, forming an integral part of this report.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the period under review. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the period under review.

PARTICULARS OF EMPLOYEES

Details of the employee whose particulars are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are attached in Annexure - II; and form an integral part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required by the Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

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

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

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

4) The Directors have prepared the annual accounts on a ''going concern'' basis.

APPRECIATION

The Directors wish to place on record their appreciation to all the stakeholders for their unstinted support and significant contributions towards the growth of the company. The Board of Directors expects to receive the similar support and contribution from everyone in future also.

For and on behalf of the Board of Directors.

Biren De Ravinder Nath Surinder Kumar Nagpal R. Krishna Kumar Date: 27th April, 2015 (Directors) (Managing Director) Place: New Delhi

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Sep 30, 2012

Dear Members,

The Directors of your Company are pleased to present the Forty Third Annual Report together with the Audited Accounts of the Company for the year ended 30th September 2012.

FINANCIAL HIGHLIGHTS

Rs. (In millions)

2011/12 2010/11

Sales (Net of Excise Duty) 577.43 544.29

Profit before taxation 185.97 165.88

Provisions for taxation 55.78 50.55

Profit after taxation 130.19 115.33

Balance brought forward from the previous year 493.19 404.71

Amount available for Appropriation 623.38 520.04

Appropriations:

- Dividend 13.18 13.18

- Corporate Dividend Tax 2.14 2.14

- Transferred to General Reserve 13.02 11.53

- Surplus carried to Balance Sheet 595.04 493.19

Total 623.38 520.04

PERFORMANCE OVERVIEW

It is evident from the above graphs that your Company has continued to grow consistently over last few years, exhibiting an increasing trend in achieving sales & orders, as well as in generating profit before tax and earning per share.

Barring unforeseen circumstances, the directors of your company expect continued growth in these areas in future also.

DIVIDEND

The Directors of your company are of the opinion that a consistency in the dividend payout should be maintained and accordingly, they are recommending a dividend of Rs.3/- per equity share of Rs.10/- each for the year ended on 30th September 2012, for you approval. This will absorb Rs.13.18 millions. In addition, Rs.2.14 millions shall be payable as corporate dividend tax (including surcharge, education cess and secondary & higher education cess) thereon.

DIRECTORS

During the year under review, Mr. Martin Sieringhaus resigned from the directorship of the company owing to his other commitments. His resignation was accepted by the board of directors at its meeting held on 9th February, 2012. The board wishes to place on record, its appreciation for the contribution made by Mr. Sieringhaus during his association with the company as a director.

Also, at the same board meeting held on 9th February, 2012; Mr. Markus Johann Mader was appointed as an additional director by the board of directors and he holds the said office until the conclusion of the forthcoming annual general meeting. However, company has received notice from a shareholder under the provisions of Companies Act, 1956, together with the requisite fee; proposing his candidature for appointment as a director of the company.

Further, Mr. Biren De and Mr. Ravinder Nath shall be retiring by rotation at the forthcoming annual general meeting and being eligible, offer themselves for reappointment.

The necessary details about the directors seeking re/appointment are mentioned below for the consideration of shareholders:

None of the Directors have any inter-se relationship.

AUDITORS REPORT

The observations of the auditors are self-explanatory and, therefore, do not call for any further comments.

AUDITORS:

A) Statutory Auditors - M/s. S. R. Batliboi & Co., Chartered Accountants, (Registration No. 301003E) who are to retire at the conclusion of ensuing annual general meeting have expressed their willingness to be reappointed as the statutory auditors of the company from the conclusion of the 43rd annual general meeting until the conclusion of next annual general meeting of the company and also confirmed that their appointment, if made, will be in compliance with the requirements of Section 224 (1B) of the Companies Act, 1956.

Accordingly, the audit committee and the board of directors recommend for appointing the said M/s S. R. Batliboi & Co., as the statutory auditors by the shareholders of the company.

B) Cost Auditors - During the year under review, M/s. Balaji & Associates, Cost Accountants, (Firm Registration No. 0112) were appointed as the cost auditors of the company, in accordance with the requirements of The Companies (Cost Accounting Records) Rules, 2011. The company shall be submitting its Compliance Report for the year ended on 30th September 2012 within the time stipulated in the aforesaid Rules.

Further, the company has received a letter from the said M/s Balaji & Associates, Cost Accountants confirming their eligibility under section 224 (1B) of the Companies Act, 1956; as well as it's independence and arm's length relationship with the company for appointment as the cost auditors of the company for the year 2012/2013. Accordingly, based on the recommendation of the audit committee of the board, they have been appointed as the cost auditors of the company by the board of directors at its meeting held on 2nd November, 2012; to carry out the cost audit of the company for the year ending 30th September 2013.

C) Internal Auditors - During the year under review, M/s Lodha & Co., Chartered Accountants, New Delhi carried out the internal audit exercise, broadly covering all the departments (specifically - Legal & Statutory Compliance, Finance, HR, Purchase & Inventory Management, Sales & Debtors and Taxation) of the company for the year 2011/12 and submitted their report.

CORPORATE GOVERNANCE:

The Company endeavours to maintain high standards of Corporate Governance in letter as well as spirit. As required by Clause 49 of the Listing Agreement with the BSE Limited (BSE), the reports on Management Discussion and Analysis, Corporate Governance as well as the Certificate regarding compliance of conditions of corporate governance, are annexed and form an integral part of this report.

Further, the company regularly submits the quarterly corporate governance compliance report to the BSE and also uploads the same on its website.

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

Information required to be disclosed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure - I, forming part of this report.

FIXED DEPOSITS:

The Company has neither invited nor accepted any deposits from the public during the period under review. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the period under review.

PARTICULARS OF EMPLOYEES:

Details of the employee whose particulars are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are attached in Annexure - II; and form an integral part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required by the Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

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

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

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

4) The Directors have prepared the annual accounts on a 'going concern' basis.

APPRECIATION:

Your Directors wish to place on record their appreciation to all the business partners, including the investors of the company, customers, vendors, bankers, etc., for their continued patronage and support; and above all the employees at all levels attached with the company for their dedication & commitment, which has helped the company in its journey of consistent growth.

For and on behalf of the Board of Directors

Biren De

Chandra Sekhar Panigrahi

Place : New Delhi Surinder Kumar Nagpal

Date : 2nd November, 2012 (Directors)

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Sep 30, 2010

The Directors are pleased to present the Forty First Annual Report together with the Audited Accounts of the Company for the year ended 30th September 2010.

FINANCIAL HIGHLIGHTS

Rs. (In millions)

2009-10 2008-09

Sales (Net of Excise Duty) 513.37 471.90

Profit before taxation 128.10 112.13

Provision for taxation 42.39 39.47

Profit after taxation 85.71 72.66

Balance brought forward from the previous year 342.94 299.48

Amount available for Appropriation 428.65 370.61

Appropriations:

-Dividend 13.18 17.57

- Corporate Dividend Tax 2.19 2.99

- Transferred to General Reserve 8.57 7.11

- Surplus carried to Balance Sheet 404.71 342.94

Total 428.65 370.61

PERFORMANCE REVIEW

Your company has continued on the path of growth by achieving Net Sales of Rs. 513.37 millions, registering an increase of about 9% over the previous year. The profit aftertax at Rs. 85.71 millions exhibits a growth of about 18% over the previous year. For a more detailed review of operating performance, members are requested to refer to the Management Discussion and Analysis Report section of this report.

Your Directors expect consistent growth in turnover and profitability in future also, barring unforeseen circumstances.

DIVIDEND

Keeping in view the future capital expenditure planned by the company for upgradation of the existing facilities, it is considered necessary to plough back the profits. Therefore, the Directors are recommending, for your approval, a dividend of Rs. 3/- per equity share of Rs. 10/- each for the year ended on 30,h September 2010. This will absorb Rs. 13.18 millions. In addition, Rs. 2.19 millions shall be payable as Corporate Dividend Tax (CDT) thereon (including Surcharge, Education Cess and Secondary & Higher Education Cess).

DIRECTORS

During the year under review, following changes took place in the composition of the Board of Directors of the company:

1. Mr. Surinder Kumar Nagpal was appointed by the board of directors as an additional director of the company on 27lh January 2010. He was also inducted as a member of the Audit Committee of the board of directors of the company. His term of office shall be until the conclusion of forthcoming Annual General Meeting. However, company has received notice from a shareholder, together with the requisite fee, proposing Mr. Nagpals candidature for appointment as a director of the company.

2. Besides the above, Mr. Biren De and Mr. Ravinder Nath are retiring by rotation and being eligible, offer themselves for reappointment.

None of the Director of the Company has any inter-se relationship.

AUDITORS REPORT:

The observations of the auditors are self-explanatory and, therefore, do not call for any further comments.

AUDITORS:

M/s S.R. Batliboi & Co., Chartered Accountants, Gurgaon, who are to retire at the conclusion of ensuing Annual General Meeting have expressed their unwillingness for re-appointment as the statutory auditors of the company. The directors wish to place on record their appreciation of the professional services rendered by them during their association with the company.

Further, company has received a letter from M/s S. R. Batliboi & Associates, Chartered Accountants, having their office at: Golf View Corporate Tower - B, Sector - 42, Sector Road, Gurgaon -122002, Haryana; indicating their willingness to be appointed as the statutory auditors of the company from the conclusion of forthcoming 41st Annual General Meeting until the conclusion of next Annual General Meeting of the company and confirming that their appointment, if made, will be in compliance with the requirements of Section 224 (1B) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, the reports on Management Discussion and Analysis, Corporate Governance as well as the certificate regarding compliance of conditions of Corporate Governance, are annexed and form an integral part of this report.

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

Information required under the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure -1, forming part of this report.

FIXED DEPOSITS:

The Company has neither invited nor accepted any deposits from the public during the period under review. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the period under review.

PARTICULARS OF EMPLOYEES:

During the year under review, there was no employee in the company whose particulars are required to be disclosed under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

DIRECTORSRESPONSIBILITY STATEMENT:

As required by the Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

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

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

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

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

APPRECIATION:

Your Directors wish to convey their appreciation to all the stakeholders, including all the employees, for their dedicated support, due to which company could achieve, what it has achieved during the year under review.

For and on behalf of the Board of Directors

Biren De Ravinder Nath Chandra Sekhar Panigrahi Surinder Kumar Nagpal

Directors

New Delhi

26th October, 2010