Kay Power And Paper Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors take pleasure in presenting the Thirty-Fourth (34th) Annual Report on the business
and operations of your Company and Audited Standalone and Consolidated Financial Statement
for the year ended 31st March 2025.

FINANCIAL RESULTS:

(Rs. in lacs)

	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Financial Year
Revenue from operations (Net)	4043.59	3607.72	4043.59	-
Other Income	242.12	259.27	242.12	-
Total Revenue	4285.71	3866.99	4285.71	-
Less: Expenses				-
Cost of material consumed	2976.21	2595.86	2976.21	-
Changes in Inventories of finished Goods & Work in Progress	-18.39	-14.22	-18.89	-
Manufacturing Expenses	724.90	663.07	724.90	-
Employee Benefit Cost	132.50	97.76	132.50	-
Finance cost	-0.99	-1.01	0.99	-
Depreciation and amortization Expenses	143.92	156.14	143.92	-
Other Expenses	215.54	219.07	940.44	-
Total Expenses	4173.19	3716.67	4173.19	-
Exceptional Items	0.00	0.00	0.00	-
Net Profit Before Tax	112.52	150.31	112.52	-
Less:- Income tax provision	0.00	0.00	0.00	-
Net Profit After Tax	112.52	150.31	112.52	-

OPERATIONS:

During the year under review, the paper division
produced 12797.325 MT. of Kraft Paper as
against 12804.205 MT in the previous year..

The Company achieved total sales of ?4,043.59
lakhs during the year under review, as
compared to ?3,607.72 lakhs in the previous
year, registering a notable year-on-year growth.

In the consolidated financial statements for FY
2024-25, no revenue has been recognized
from the wholly owned subsidiary, M/s. Satara
Aerospace and Defence Industrial Park Private
Limited, as the subsidiary was incorporated

on 5th June 2024 and did not undertake any
revenue-generating operations during the
year. Consequently, there is no difference
in revenue figures between the standalone
and consolidated financial statements for the
reporting period.

PROSPECTS:

The Company has established a strong and
widespread dealer network across Western
and Southern India for the sale of its paper
products. It continues to focus on expanding
and deepening this network to enhance market
penetration and secure new orders for Kraft

paper. During the year, the Company was able
to sell its entire production without any inventory
overhang, indicating consistent demand and
efficient supply chain management.

The Company offers a diverse range of Kraft
paper products, ranging from 80 GSM to 180
GSM, catering to varied customer needs across
sectors such as food packaging, e-commerce,
industrial wrapping, and corrugated box
manufacturing. This product flexibility enables
the Company to serve a broad customer base
and quickly adapt to evolving market demands.

The market for Kraft paper has shown
strong signs of recovery and sustained
growth, particularly in the industrial and
sustainable packaging sectors. With growing
environmental awareness and increasing
regulatory restrictions on plastic and wood-
based packaging, Kraft paper has emerged as
a preferred eco-friendly alternative. This trend
is expected to accelerate, creating favorable
market conditions for the Company’s core
products.

RESERVE AND SURPLUS

An amount of ''112.52 lakhs is proposed to
be retained in the surplus under Reserves
and Surplus for the financial year 2024-25.
This retention will strengthen the Company’s
internal accruals and support future business
needs, including working capital requirements
and potential investments.

STATEMENT ON RISK MANAGEMENT
POLICY:

In compliance with the provisions of the
Companies Act, 2013, the management
of the Company has duly adopted a Risk
Management Policy. The policy outlines a
structured approach to identifying, assessing,
and mitigating various risks that could potentially
impact the Company’s operations or threaten
its long-term sustainability.

The management has taken adequate measures
to ensure the effective implementation of this
policy by identifying key risk areas, including

operational, financial, regulatory, and strategic
risks. Appropriate mitigation strategies have
been put in place to address these risks and
safeguard the Company’s interests.

DIVIDEND:

In view of the modest profit for the year and
the accumulated losses carried forward from
previous years, the Board of Directors has
decided not to recommend any dividend for
the financial year 2024-25. This decision is in
line with the Company’s focus on preserving
resources and strengthening its financial
position.

MATERIAL CHANGES AND COMMITMENT

There have been no material changes and
commitments affecting the financial position of
the Company that have occurred between the
end of the financial year and the date of this
report. The financial position of the Company
remains stable during this period.

NATURE OF BUSINESS

There has been no change in the nature of
the Company’s business during the financial
year under review. The Company continued to
operate in its existing line of business without
any diversification or restructuring.

DEPOSITS:

During the financial year under review, the
Company has not accepted or renewed any
deposits from the public in terms of Sections
73 and 76 of the Companies Act, 2013, read
with the Companies (Acceptance of Deposits)
Rules, 2014. Accordingly, no amount on
account of principal or interest on public
deposits was outstanding as on the date of the
Balance Sheet.

CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES

The provisions relating to Corporate Social
Responsibility under Section 135 of the
Companies Act, 2013 are not applicable to
the Company during the financial year under
review. Accordingly, the Company has not

developed or implemented any CSR initiatives
for the said period.

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013

During the financial year under review, the
Company has not made any loans, given any
guarantees, or made any investments that
fall within the scope of Section 186 of the
Companies Act, 2013, requiring compliance.

However, the Company has made investments
and extended a loan to its wholly owned
subsidiary, which is exempt from the provisions
of Section 186 pursuant to the exemptions
provided under the Act. Accordingly, no
disclosure under Section 186 is applicable for
the said transactions.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES

During the year under review, the Company has
entered into material contracts/arrangements
with related parties, which required prior
approval of the Board and/or shareholders,
in accordance with the provisions of Section
188(1) of the Companies Act, 2013 and
applicable rules.

In compliance with Section 188(2) of the
Act, read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, the prescribed
disclosure in Form AOC-2 is appended to this
Board’s Report as Annexure I.

The Policy on Related Party Transactions
(RPT), as approved by the Board of Directors,
is available on the Company’s website at: www.
kaypowerandpaper.com.

The Policy is designed to ensure that appropriate
procedures are in place for reporting, reviewing,
approving, and disclosing all transactions
entered into between the Company and its
related parties. It aims to address any actual
or potential conflict of interest that may arise
in such transactions.

All related party transactions are placed before
the Audit Committee for prior review and
approval. For transactions that are repetitive in
nature and entered into in the ordinary course
of business and at arm’s length, the Company
obtains prior omnibus approval from the Audit
Committee, in accordance with applicable
provisions.

Additionally, all related party transactions are
subject to independent verification by the
statutory auditors to ensure compliance with
the relevant provisions of the Companies Act,
2013 and Regulation 23 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.

Your directors draw attention to Note No. 32
of the financial statements, which contains the
details of related party transactions entered into
during the financial year under review.

SUBSIDIARY COMPANY

During the year under review, the Company
incorporated a wholly owned subsidiary, M/s.
Satara Aerospace and Defence Industrial Park
Private Limited, on 5th June 2024.

The wholly owned subsidiary is primarily
engaged in the development of an industrial
park with comprehensive infrastructure
facilities, including land development,
construction of civil structures, internal roads,
power and water supply systems, warehousing,
logistics support, built-to-suit factory buildings,
and related construction services. Additionally,
it aims to provide consultancy services
for setting up industrial units, liaising with
statutory authorities, as well as offering support
services such as security, parking, food courts,
sewerage and effluent treatment systems,
telecom infrastructure, and other ancillary
maintenance facilities.

As of 31st March 2025, no significant operational
activities were carried out by the subsidiary,
and there has been no material change in the
nature of its business.

A report on the performance and financial
position of the subsidiary in the prescribed

format Form AOC-1, as required under the
proviso to Section 129(3) of the Companies
Act, 2013, forms part of this Annual Report as
Annexure II.

The said subsidiary does not qualify as a
“material subsidiary” in terms of Regulation 24
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

During the year, the Company advanced a sum
of '' 9.21 Crores to its subsidiary company.
The said amount was further advanced by the
wholly owned subsidiary towards the purchase
of land from a company in which certain
Directors of the Company are interested.

This transaction was undertaken in compliance
with the applicable provisions of the Companies
Act, 2013, and the relevant rules made
thereunder. Necessary disclosures in this
regard have been made in the notes to accounts
of both the standalone and consolidated
financial statements.

The Consolidated Financial Statements
(CFS) of the Company have been prepared
in accordance with the applicable Accounting
Standards (AS), and form an integral part
of this Annual Report. The audited financial
statements of the subsidiary are included within
the CFS and have been presented in Form
AOC-1 as a separate annexure II.

Pursuant to Section 136 of the Companies
Act, 2013, the standalone and consolidated
financial statements of the Company, along
with the audited financial statements of the
subsidiary and other relevant documents, are
available on the Company’s website at www.
kaypowerandpaper.com.

JOINT VENTURES AND ASSOCIATE
COMPANIES

Your Company does not have any joint venture
or associate companies.

FINANCIAL STATEMENTS:

The audited Standalone and Consolidated
Financial Statements of the Company, which

form an integral part of this Annual Report,
have been prepared in compliance with the
applicable provisions of the Companies Act,
2013, and in accordance with:

• Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015;

• The applicable provisions of the Indian
Accounting Standards (Ind AS), including
Ind AS 110 - Consolidated Financial
Statements, as prescribed under Section
133 of the Companies Act, 2013, read with
Rule 7 of the Companies (Accounts) Rules,
2014.

These financial statements present a true
and fair view of the financial position and
performance of the Company and its subsidiary
for the financial year ended 31st March 2025.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

During the year under review, the following
changes took place in the composition of
the Board of Directors and Key Managerial
Personnel:

• Mr. Anilkumar Govind Bidkar (DIN:
10639665) and Mr. Satish Laxman
Pharande (DIN: 03516332) were appointed
as Non-Executive Independent Directors of
the Company for a first term of five
consecutive years, commencing from the
conclusion of the 33rd Annual General
Meeting and continuing up to the conclusion
of the 38th Annual General Meeting,
to be held in the financial year 2029. Their
appointments were recommended by the
Nomination and Remuneration Committee,
approved by the Board of Directors, and
subsequently ratified by the shareholders
through ordinary resolutions passed on
23rd September 2024.

• Mr. Kaustubh Wadikar (DIN: 06772587)
and Mr. Sandeep Shahapurkar (DIN:
06919724) successfully completed their
second consecutive term of five years
each as Independent Directors on 23rd

September 2024. Accordingly, they ceased
to be Directors with effect from the close of
business hours on the same date. The
Board places on record its deep
appreciation for their valuable contributions
and guidance during their tenure.

• Mrs. Deepa Agarwal, Director of the
Company, retires by rotation at the ensuing
Annual General Meeting, and being
eligible, has offered herself for re¬
appointment. The Board recommends
her re-appointment for the approval of the
members. The necessary resolution is
being put in the notice of ensuring
Annual General Meeting for consideration
and approval of members of the company.

• During the year under review, the Company
re-appointed the Chief Financial Officer
(CFO) with effect from 13th November

2023, based on the recommendation of
the Nomination and Remuneration
Committee and approval of the Board of
Directors meeting held on 28th May

2024, in accordance with the provisions of
the Companies Act, 2013.

There were no other changes in the Key
Managerial Personnel during the financial
year.

Furthermore, during the financial year ended
31st March 2025, none of the Directors on the
Board have been debarred or disqualified from
being appointed or continuing as Directors by
the Securities and Exchange Board of India
(SEBI), the Ministry of Corporate Affairs (MCA),
or any other statutory authority.

CHANGES IN CAPITAL STRUCTURE

During the financial year under review, the
following changes took place in the capital
structure of the Company:

• On 18th March 2024, the Shareholders
approved the issue of2,59,00,000 (Two Crore
Fifty-Nine Lakh) convertible warrants on
a preferential basis to promoters and non¬
promoters. Each warrant carries the option
to convert into one equity share at a price

of '' 30.10 per warrant (comprising ''10 face
value and ''20.10 premium), within a
period of 18 months from the date of
allotment. In-principle approval for the said
issuance was received from BSE Limited,
vide approval no. LOD/PREF/AB/
FIP/32/2024-25 dated 4th April 2024.

• Subsequently, on 15th April 2024, the
Company allotted 2,59,00,000 convertible
warrants on a preferential basis to the
respective allottees.

• On 2nd July 2024, 1,13,00,000 equity
shares were allotted upon conversion
of warrants, following receipt of the
requisite consideration.

• Further, on 7th August 2024, an additional
1,50,000 share warrants were converted
into equity shares, leading to a
corresponding increase in the paid-up
share capital.

As a result of the above allotments, the paid-up
equity shares capital of the Company increased
from ''10,64,00,000 to '' 22,09,00,000.

Utilization Of Funds

The funds raised through the preferential issue
of warrants and conversion thereof have been
utilized for the purposes stated in the offer,
and there has been no deviation or variation
in the utilization of proceeds. These actions
were undertaken in compliance with applicable
laws and regulatory requirements and have
significantly strengthened the capital base
of the Company to support its future growth
initiatives.

Outstanding Warrants

Out of the total 2,59,00,000 convertible warrants
allotted on a preferential basis, 1,44,50,000
warrants remain outstanding as on the date
of this report. These warrants are required to
be converted into equity shares on or before
15th October 2025, in accordance with the
terms of the issue. Upon full conversion, the
paid-up equity share capital of the Company is
expected to increase by approximately ''14.45
crores.

BOARD EVALUATION:

Pursuant to the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015,
the Board of Directors is required to monitor
and review the Board evaluation framework.
The Act also mandates that a formal annual
evaluation be carried out by the Board of its
own performance, that of its committees, and
of individual directors.

Accordingly, during the year under review, the
evaluation of the performance of the Board
as a whole, its committees, and individual
Directors was conducted, based on the
criteria and framework approved by the Board,
covering various aspects such as composition,
effectiveness, structure, participation, decision¬
making, and overall functioning.

The evaluation process has been detailed in
the Corporate Governance Report, which forms
part of this Annual Report. The Nomination
and Remuneration Committee collated the
evaluation results, which were reviewed and
approved by the Board.

NUMBER OF BOARD MEETINGS
CONDUCTED DURING THE YEAR:

The Company had 7 (Seven) Board
meetings during the financial year under
review (15.04.2024, 28.05.2024, 02.07.2024,
07.08.2024, 12.08.2024, 13.11.2024, and
12.02.2025). The details of attendance of the
Directors at these meetings are provided in the
Corporate Governance Report, which forms
part of this Annual Report. The interval between
any two consecutive meetings was within the
statutory limit prescribed under the Companies
Act, 2013 and SEBI (LODR) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section
134(5) of the Companies Act, 2013 the Board
hereby submits its responsibility Statement:

(a) In the preparation of the annual accounts,
the applicable accounting standards had
been followed along with proper

explanation relating to material
departures;

(b) We have selected such accounting
policies and applied them consistently
and made judgments and estimates that
are reasonable and prudent so as to give
a true and fair view of the state of affairs
of the company at the end of 31st March
2025 and of the profit and loss of the
company for that period;

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

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

(e) We have laid down internal financial
controls to be followed by the company
and that such internal financial controls
are adequate and were operating
effectively.

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

AUDITORS:

During the under review, M/s. Godbole
& Company (M. No. 104822), Chartered
Accountants, Satara, resigned as Statutory
Auditors of the Company with effect from 6th
August 2024.

Subsequently, M/s. R Y Kulkarni & Associates
(M. No. 036596), Chartered Accountants,
Pune, were appointed as Statutory Auditors of
the Company for a period of five consecutive
years at the 33rd Annual General Meeting held
on 23rd September, 2024, to hold office from
the conclusion of the said meeting until the
conclusion of the 38th Annual General Meeting
of the Company to be held in the year 2029 (for
the financial years 2024-25 to 2028-29).

The observations of the Auditors’ report read
with the relevant notes thereon are self¬
explanatory and therefore do not call for any
further comments under Section 134 of the
Companies Act, 2013. Auditor did not report
any frauds under sub-section (12) of section
143 of the Companies act 2013.

SECRETARIAL AUDITOR

In accordance with the provisions of Section
204 of the Companies Act, 2013 and the rules
made thereunder, and in compliance with
Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015, as amended by the SEBI (Listing
Obligations and Disclosure Requirements)
(Third Amendment) Regulations, 2024 dated
12th December 2024, and SEBI Circular
No. SEBI/HO/CFD/PoD-2/P/CIR/2024/130
dated 31st December 2024, a person shall
be eligible for appointment as the Secretarial
Auditor of a listed entity only if such person is
a qualified Company Secretary, registered with
the Institute of Company Secretaries of India
(ICSI), holds a valid Peer Review Certificate
issued by the Peer Review Board of ICSI, and
has not incurred any of the disqualifications as
may be specified by SEBI.

Further, based on the above provisions, a
listed entity shall, on the recommendation of
its Board of Directors, appoint or re-appoint a
Secretarial Auditor for not more than one term
of five consecutive years, or a Secretarial Audit
Firm as Secretarial Auditor for not more than
two terms of five consecutive years, with the
approval of shareholders at the Annual General
Meeting.

The Board of Directors, at its meeting held
on 12^th August 2025, recommended the
appointment of M/s. Neha Doshi & Co.,
Practicing Company Secretaries, as the
Secretarial Auditor of the Company for a term
of five years, from the financial year 2025-26
to the financial year 2029-30, subject to the
approval of shareholders at the ensuing 34th

Annual General Meeting. The necessary
resolution has been included in the Notice
of the 34th Annual General Meeting for the
consideration of the members.

M/s. Neha Doshi & Co. were the Secretarial
Auditors of the Company for the financial year
2024-25, and the Secretarial Audit Report for
FY 2024-25 forms part of this Annual Report
as Annexure III to the Board’s Report.

SECRETARIAL AUDITOR’S REPORT

The observations of the Secretarial Audit report
are self-explanatory and therefore do not call
for any further comments under Section 134 of
the Companies Act, 2013.

CORPORATE GOVERNANCE:

Pursuant to regulation 34(4) of SEBI Listing
Obligations and Disclosure Requirements
(LODR) regulation 2015, report on Corporate
Governance along with Auditor’s certificate on
its compliance is attached as Annexure IV to
this report.

ANNUAL RETURN:

Pursuant to the provisions of sub section 3 of
Section 92 of the Companies Act, 2013, a copy
of Annual Return for the financial year 2024-25
is available on the website of the Company at
www.kaypowerandpaper.com/reports.asp

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and
procedures for ensuring the orderly and
efficient conduct of its business, including
adherence to the Company''s policies, the
safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy
and completeness of the accounting records,
and the timely preparation of reliable financial
disclosures.

SIGNIFICANT AND MATERIAL ORDERS

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

As per the companies (Cost Records and
Audit) Amendment Rules 2014, the company
is exempted from cost audit from the financial
year 2015-16. Hence the company has not
appointed a cost auditor for the financial year
2024-25.

DECLARATION OF INDEPENDENT
DIRECTORS

The Independent Directors have submitted
their disclosures to the Board that they fulfill
all the requirements as stipulated in Section
149(6) of the Companies Act, 2013 so as
to qualify themselves to be appointed as
Independent Directors under the provisions
of the Companies Act, 2013 and the relevant
rules.

CONSERVATION OF ENERGY, RESEARCH
AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

The particulars as prescribed under Sub¬
section (3)(m) of Section 134 of the Companies
Act, 2013, read with the Companies (Accounts)
Rules, 2014, the relevant information pertaining
to Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo are
enclosed as Annexure Vto the Board''s report.

PARTICULARS OF EMPLOYEES

The table containing the names and other
particulars of employees in accordance with
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, is
appended as Annexure VIto the Board''s report.

COMPANY’S POLICY RELATING TO
DIRECTORS’ APPOINTMENT, PAYMENT
OF REMUNERATION AND DISCHARGE OF
THEIR DUTIES

This Nomination and Remuneration Policy is
being formulated in compliance with Section
178 of the Companies Act, 2013 read along

with the applicable rules thereto and pursuant
to regulations of Securities and Exchange
Board of India (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 and is
available on company’s website on link - www.
kaypowerandpaper.com

LISTING OF EQUITY SHARES:

The Equity Shares of your Company are listed
on BSE Ltd., where the same are traded
regularly and confirm that company has paid
the listing fees for the financial year 2024-25.

VIGIL MECHANISM

The Company has formulated a Whistle Blower
Policy (the Policy) in compliance with the
Companies Act 2013 and Listing agreement,
to enable employees, customers, agents,
dealers, suppliers and other vendors that
conduct business with Kay Power and Paper
Limited to raise concerns and complaints about
fraudulent practices.

Under the Policy, the concerns/ complaints
pertaining to General Managers and Mangers
should be raised before the Chairman of
Audit Committee and concerns against
other Employees should be addressed to
the Vigilance officer and confirm that no
personnel have been denied access to the
audit committee.

The Company has designated the Manager,
Mr. Prasanna Kulkarni, as the Vigilance officer
and has created the following email accounts
for facilitating the raising of such concerns.

Chairman of Audit Committee-
[email protected]
Vigilance officer - prasannaskulkarni19@
gmail.com

The Company aims to propagate a culture for
maintaining the highest standard of conduct
and professionalism and therefore this Policy
is implemented in furtherance of the Code of
Conduct of the Company.

The details of establishment of such
mechanism have also been disclosed on
company website on following link - http://
www.kaypowerandpaper.com/download/
Annoncement-KPPL.pdf

COMMITTEES OF THE BOARD

Currently, the Board has four committees: the
audit committee, nomination and remuneration
committee, stakeholder’s relationship
committee, and risk Management committee.
The role and responsibilities and composition
of the aforesaid committees are mentioned in
the corporate governance report section in this
Annual Report.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

A comprehensive Management discussion and
analysis Report is appended as Annexure VII,
forming a part of the Corporate Governance is
part of this Annual Report

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

The Company has in place an Anti-Sexual
Harassment Policy in line with the requirements
of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013. An Internal Complaints
Committee (ICC) has been set up to redress
complaints received regarding sexual
harassment. All employees (permanent,
contractual, temporary and trainees) are

covered under this policy. No complaints
pertaining to sexual harassment were received
during F.Y. 2024-25.

DETAILS OF APPLICATION MADE OR
PROCEDDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016

During the year under review, there were no
applications made or proceedings pending in
the name of the company under the Insolvency
and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN
VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE
AVAILING LOANS FROM BANKS AND
FINANCIAL INSTITUTIONS

During the year under review, there has been
no one-time settlement of loans taken from
Banks and Financial Institutions.

ACKNOWLEDGEMENT:

Your directors appreciate the valuable
contribution of employees at all levels. Your
directors place on records their gratitude for
the co-operation received from Maharashtra
State Electricity Distribution Company Ltd.,
IDBI Bank Ltd., HDFC Bank Ltd, Suppliers,
Customers and Shareholders of the Company
and look forward to their continuous support in
coming years.

For and on behalf of the Board of Directors

NIRAJ CHANDRA
CHAIRMAN AND MANAGING DIRECTOR

DIN: -00452637

Place: Satara
Date: 12^th August 2025

---

Mar 31, 2024

Your directors take pleasure in presenting the Thirty Third (33rd) Annual Report on the business and operations of your Company and Audited Financial Statement for the year ended 31st March 2024.

FINANCIAL RESULTS:

(Rs. in lacs)

Financial Year	2023-24	2022-23
Revenue from operations (Net)	3607.72	4344.89
Other Income	259.27	64.28
Total Revenue	3866.99	4409.17
Less: Expenses Cost of material consumed	2595.86	3260.37
Changes in Inventories of finished Goods & Work in Progress Manufacturing Expenses	-14.22 663.07	-4.32 615.07
Employee Benefit Cost	97.76	87.25
Finance cost	-1.01	1.72
Depreciation and amortization Expenses	156.14	83.15
Other Expenses	219.07	225.11
Total Expenses	3716.67	4268.34
Exceptional Items	0.00	0.00
Net Profit Before Tax	150.31	140.83
Less:- Income tax provision 0.00		0.00
Net Profit After Tax	150.31	140.83

OPERATIONS:

During the year under review, the paper division produced 12804.205 MT. of Kraft Paper as against 10936.740 MT in the previous year.

The company has achieved sales of Rs.

3607.72 lakhs as compared to Rs. 4344.89 lakhs in the previous year.

The company has installed a new boiler of six tons per hour capacity which was commissioned in the month of June 2023. The company is saving substantial power & fuel after the commissioning the new boiler.

The company has replaced the old wire parts with new wire parts. The new wire part machinery is commissioned in the month of June 2023. This has improved the quality & increased productivity.

PROSPECTS:

The company has a well-established network of dealers all over western and southern India for sale of its paper products. The Company is continually working to strengthen this network and to get new orders for Karft paper. The Company could sell its entire output without any difficulty. The Company produces a wide range of Kraft paper from 80 gsm to 180 gsm, to meet the requirements of all the segments.

The market for Kraft paper has revived and is growing, especially in the industrial packaging sector where Kraft paper is utilized. Plastic / wood packaging has been discouraged and hence the demand for packaging of Kraft paper is increasing day by day.

RESERVE AND SURPLUS

The amount of Rs. 150.31/- lakhs is proposed to be retained in the surplus:

STATEMENT ON RISK MANAGEMENT POLICY:

The management of the Company has duly adopted the Risk Management Policy as per the requirement of the Companies Act, 2013. Further, they took adequate care in its implementation by identifying various elements of risk which may cause a serious threat to the existence of the Company.

DIVIDEND:

In view of the small profit and carried forward

losses of the Company, it is not possible for your directors to recommend any dividend.

MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments affecting the financial position of the Company which occurred between the ends of the financial year to which this financial statement relates on the date of this report.

NATURE OF BUSINESS

There was no change in the nature of business during the year under review.

DEPOSITS:

During the financial year under review, the company has not accepted or renewed any deposit from the public within the meaning of section 73 and 76 of the Companies Act, 2013 (Act) read with the Companies (Acceptance of Deposit) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The policy on dealing with RPT as approved by the Board is uploaded on the Company’s website (http://www.kaypowerandpaper.com) The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy

specifically deals with the review and approval of RPT, keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All RPT are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for RPT that are of repetitive nature and / or entered in the ordinary course of business and are at arm’s length. All RPT are subjected to independent review by a statutory auditor to establish compliance with the requirements of RPT under the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Your directors draw your attention to Note No. 32 to the financial statements which set out related party transactions.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

DIRECTORS:

Mrs. Deepa Agarwal, director of the company, retires by rotation in the ensuing general meeting and, being eligible, offers herself for re-appointment at the ensuing Annual General Meeting of the company.

Mr. Arvind V. Kulkarni (DIN: -06378344) was reappointed as an independent director on the board of the company in the extra ordinary general meeting held on 22nd March 2024 to hold office for a second term of 5 (five) consecutive years on the Board of the Company from 28/05/2023 to 27/05/2028.

Mr. Kaustubh Wadikar and Mr. Sandeep Shahapurkar are completing their two consecutive terms of 5 years as Independent Directors of the Company in the ensuing Annual General Meeting and as per sub section 10 and 11 of section 149 of the companies act 2023, no independent director shall hold office for more than two consecutive terms.

Therefore, the board of directors in its meeting held on 12th August 2024 and on the recommendation of Nomination and Remuneration Committee has approved the appointment Mr. Anilkumar Govind Bidkar (DIN: - 10639665) as an additional director (Independent) w.e.f. 12th August 2024 to hold office up to the date of the ensuing annual general meeting (AGM). The Board recommends the appointment of Mr. Anilkumar Govind Bidkar (DIN: -10639665) as an Independent Director of the Company for a term of 5 (five) consecutive years for the approval of the Members at the ensuing AGM. The Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of Mr. Anilkumar Govind Bidkar (DIN: - 10639665). The necessary resolutions are being put in the Notice of the ensuing Annual General Meeting for the consideration of the Members.

The board of directors in its meeting held on 12th August 2024 and on the recommendation of Nomination and Remuneration Committee has approved the appointment Mr. Satish Laxman Pharande (DIN: 03516332) as an additional director (Independent) w.e.f. 12th August 2024 to hold office up to the date of the ensuing annual general meeting (AGM). The Board recommends the appointment of Mr. Satish Laxman Pharande (DIN: 03516332) as an Independent Director of the Company for a term of 5 (five) consecutive years for the approval of the Members at the ensuing AGM. The Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of Mr. Satish Laxman Pharande (DIN: 03516332). The necessary resolutions are being put in the Notice of the ensuing Annual General Meeting for the consideration of the Members

None of the Directors of the Company for the financial year ending on 31st March 2024 have been debarred or disqualified from being appointed or continuing as Directors on the

board of the company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

CHANGES IN SHARES CAPITAL:

During the year under review, the company has increased its authorized share capital to ?37,00,00,000/- (Rupees Thirty-Seven Crore Only) consisting of 3,70,00,000 (Three Crore Seventy Lakhs Only) equity shares of face value ?10.00/- each by the creation of additional 2,20,00,000 (Two Crore Twenty Lakhs) equity shares of ?10/- (Rupees Ten) each.

The Members of the company in its extra ordinary general meeting held on 18th March, 2024 has approved to issue and allot in one or more tranches, upto 2,59,00,000 (Two Crore Fifty Nine Lakh Only) Warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company of face value of ?10/- each at a price of ?30.10/- (Rupees Thirty and Ten Paise Only) including premium of ?20.10/- per share for each Warrant payable in cash aggregating upto ?77,95,90,000/- (Rupees Seventy Seven Crore Ninety Five Lakhs Ninety Thousand Only) (“Total Issue Size”), within a period of 18 (Eighteen) months from the date of allotment of Warrants, to persons / entity enlisted below (“Warrant Holder”/ “Proposed Allottees”) belonging to promoter group and non-promoter group of the Company on a preferential basis (“Preferential Issue”), for consideration payable through electronic means/ banking channels and in such manner and upon such terms and conditions as may be deemed appropriate by the Board in accordance with the terms of this Preferential Issue, provisions of SEBI ICDR Regulations, or other applicable laws in this respect.

The Board of directors in its meeting held on 15th April, 2024 has allotted 2,59,00,000 (Two Crore Fifty Nine Lakh Only) Warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company of face value of ?10/- each at a price of ?30.10/-

(Rupees Thirty and Ten Paise Only) including premium of ?20.10/- per share the share warrants as per the shareholders’ approval as mentioned above.

BOARD EVALUATION:

Pursuant to provisions of the Companies Act 2013 and SEBI Regulations mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors.

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 section in this Annual Report. The Board approved the evaluation results as collate by the nomination and remuneration committee.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company had 5 (Five) Board meetings during the financial year under review (29.05.2023, 11.08.2023, 09.11.2023 10.02.2024 & 19.02.2024). The Details thereof are given in the corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the companies Act, 2013

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

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

(b) We have selected such accounting policies and applied them consistently and made judgments and estimates that are

reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of 31st March 2024 and of the profit and loss of the company for that period;

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

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

(e) We have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

AUDITORS:

M/s. Godbole & Company, (M. No. 104822) Chartered Accountant, Satara has resigned as a statutory auditor of the company w.e.f. 6th August 2024

The board of directors in its meeting held on 12th August 2024 has appointed M/S. R Y Kulkarni & Associates, Chartered Accountants, Pune (M. No.036596), as a statutory auditor of the company due to the casual vacancy.

The board has recommended to the Members to appoint M/S. R Y Kulkarni & Associates, Chartered Accountants, Pune (M. No.036596), as statutory auditor of the company in the place of M/s. Godbole & Company, (M. No. 104822) Chartered Accountant, Satara, for the term of five years from the conclusion of this 33rd Annual General Meeting to the conclusion of 38th Annual General Meeting of the company will be held in the year 2029 (For the Financial Year 2024-25 to 2028-29).

Further the board of directors put necessary resolution in the notice of 33rd annual general meeting of the company for the consideration and approval of members of the company and said appointment.

The Company has received a consent letter from him to the effect that their 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 appointment. Their appointment needs to be confirmed and their remuneration is to be fixed.

AUDITORS’ REPORT:

The observations of the Auditors report read with the relevant notes thereon are selfexplanatory and therefore do not call for any further comments under Section 134 of the Companies Act, 2013. Auditor did not report any frauds under sub-section (12) of section 143 of the companies act 2013.

SECRETARIAL AUDITOR

M/s. Neha Doshi & Co., Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for FY 2023-24 forms part of the Annual Report as Annexure I to the Board''s report.

SECRETARIAL AUDITOR’S REPORT

The observations of the Secretarial Audit report are self-explanatory and therefore do not call for any further comments under Section 134 of the Companies Act, 2013.

CORPORATE GOVERNANCE:

Pursuant to regulation 34(4) of SEBI Listing Obligations and Disclosure Requirements (LODR) regulation 2015, report on Corporate Governance along with Auditor’s certificate on its compliance is attached as Annexure II to this report.

ANNUAL RETURN:

Pursuant to the provisions of sub section 3 of Section 92 of the Companies Act, 2013, a copy

of Annual Return for the financial year 2023-24 is available on the website of the Company at http://www.kaypowerandpaper.com/mgtreturn. asp

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

SIGNIFICANT AND MATERIAL ORDERS

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

COST AUDITORS

As per the companies (Cost Records and Audit) Amendment Rules 2014, the company is exempted from cost audit from the financial year 2015-16. Hence the company has not appointed a cost auditor for the financial year 2023-24.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Subsection (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts)

Rules, 2014, the relevant information pertaining to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are enclosed as Annexure III to the Board''s report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with 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, is appended as Annexure IV to the Board''s report.

COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and pursuant to regulations of Securities and Exchange Board of India (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 and is available on company’s website on link - www. kaypowerandpaper.com

LISTING OF EQUITY SHARES:

The Equity Shares of your Company are listed on BSE Ltd., where the same are traded regularly and confirm that company has paid the listing fees for the financial year 2023-24.

VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy (the Policy) in compliance with the Companies Act 2013 and Listing agreement, to enable employees, customers, agents, dealers, suppliers and other vendors that

conduct business with Kay Power and Paper Limited to raise concerns and complaints about fraudulent practices.

Under the Policy, the concerns/ complaints pertaining to General Managers and Mangers should be raised before the Chairman of Audit Committee and concerns against other Employees should be addressed to the Vigilance officer and confirm that no personnel have been denied access to the audit committee.

The Company has designated the Manager, Mr. Prasanna Kulkarni, as the Vigilance officer and has created the following email accounts for facilitating the raising of such concerns. Chairman of Audit [email protected] Vigilance officer - [email protected]

The Company aims to propagate a culture for maintaining the highest standard of conduct and professionalism and therefore this Policy is implemented in furtherance of the Code of Conduct of the Company.

The details of establishment of such mechanism have also been disclosed on company website on following link - http:// www.kaypowerandpaper.com/download/ Annoncement-KPPL.pdf

COMMITTEES OF THE BOARD

Currently, the Board has four committees: the audit committee, nomination and remuneration committee, stakeholder’s relationship committee, and risk Management committee. The role and responsibilities and composition of the aforesaid committees are mentioned in the corporate governance report section in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A comprehensive Management discussion and analysis Report is appended as Annexure V, forming a part of the Corporate Governance is part of this Annual Report

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during F.Y. 2023-24.

DETAILS OF APPLICATION MADE OR PROCEDDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of loans taken from Banks and Financial Institutions.

ACKNOWLEDGEMENT:

Your Directors appreciate valuable contribution of employees at all levels. Your directors place on record their gratitude for the co-operation received from Maharashtra State Electricity Distribution Company Ltd., IDBI Bank Ltd., HDFC Bank Ltd, Suppliers, Customers and Shareholders of the Company and look forward to their continuous support in coming years.

For and on behalf of the Board of Directors

NIRAJ CHANDRA CHAIRMAN AND MANAGING DIRECTOR

DIN: -00452637

Place: Satara

Date: 12th August 2024

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting Twenty Fourth Annual Report on the business and operations of your Company and Audited Financial Statement for the year ended 31st March, 2015.

FINANCIAL RESULTS :

(Rs. in lacs)

2014-15 2013-14

Revenue from operations (Net) 3052.60 2769.55

Misc Sale (Net) 0.23 0.52

Other Income 310.75 10.38

Total Revenue 3363.58 2780.45

Less: Expenses Cost of material consumed 2632.58 2120.02

Changes in Inventories of finished

Goods & Work in Progress - 11.89 -23.86

Manufacturing Expenses 422.96 394.36

Employee Benefit Cost 97.80 90.49

Depreciation and amortisation Expenses 61.61 43.23

Other Expenses 153.07 148.87

Total Expenses 3356.14 2773.78

Net Profit 7.43 6.67

OPERATIONS :

During the year under review, only Paper Division was operational through out the year and produced 12968.43 M.T of Kraft Paper and achieved sales of Rs. 3052.59 Lacs as against 12455 M.T. '' and Rs. 2769.55 Lacs of the previous year. The net profit was Rs. 7.43 Lacs as against Rs. 6. 67 Lacs of the previous year.

Company could not run Power Division due to non availability of bagasse, raw material for Power generation during the year. Also tenure of power purchases agreement which was executed between the company and MSEDCL has completed on 11/01/2015 and same renewal of power purchase agreement is in progress.

PROSPECTS :

The streamlined operations of Paper Division will continue to give good results during the current year too.

Company has also undertaken the expansion of current capacity of paper division from 15000 TPA TO 20000 TPA and it will be completed somewhere in Sept 2015. After the completion of aforesaid expansion, company will produce additional 5000 M. T of Kraft paper every year.

REHABILITATION SCHEME :

As you aware that, company had been declared as a sick industrial unit by BIFR in 2007 and thereafter filed the rehabilitation scheme through our operating agency M/s. Indian Renewable Energy Development Agency Ltd (IREDA) to the BIFR. Although BIFR in its order dated 11.11.2014 had de-registered with stating that there is a delay in submission of rehabilitation scheme. Consequently company had filed the appeal to the Appellate Authority for Industrial and Financial Reconstruction (AAIFR) against the aforesaid order of BIFR. Subsequently AAIFR on order dated 22.04.2015 remanded the case back to BIFR accepting the company''s submission and as per their aforesaid order operating agency has resubmitted revised DRS to BIFR for their necessary approval. Now matter is under consideration of BIFR and company is expecting the order for approval of rehabilitation scheme in the coming financial year.

DIVIDEND:

In view of the small profit and carried forward losses of the Company, it is not possible for your Directors to recommend any dividend.

MATERIAL CHANGES AND COMMITMENT

The company has entered into the material transaction with the related party M/s. Kay Bouvet Engineering Limited for worth of Rs. 700,00,000/-(Seven Cores only) plus taxes extra for design, Manufacturing, supplying, erecting and commissioning the paper machine part for expansion of current capacity of paper division form 15,000 TPA To 20,000 TPA. This transaction will be ratified by the shareholders in ensuing General Meeting of the company. Other than this there are no material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

FIXED DEPOSIT:

As on 31st March, 2015, Company has no fixed deposits.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, there was no material contract or arrangements entered with related parties as defined under Sub- Section 1 of Section 188 of the Companies Act, 2013. Hence report in form AOC 2 as required under the sub- section 2 of section 188 of Companies Act, 2013 for disclosing material related party transactions along with the justification for entering into such contract /arrangement is not annexed in this Board Report.

Transactions which were entered with the related parties on ordinary course of business and based on arm''s length prices with the prior approval of audit committee are mentioned in the note no. 30 of financial statement in this Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

DIRECTORS:

Mr. Arvind V. Kulkarni director of the company retire by rotation in ensuing general meeting and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. The necessary resolution is being put in the Notice of the ensuing Annual General Meeting for the consideration of the Members.

During the year under review Mr. Kaustubh Wadikar and Mr. Sandeep Shahapurkar were appointed as an independent director of the company for the five years from the conclusion of 23rd Annual General Meeting to conclusion of 28th Annual General Meeting of the company.

During the year under review, company has appointed two key managerial personnel namely, Mr. Sagar Mohite appointed as a Company Secretary of the company w.e.f 28th May, 2014 in the place of Mr. Sham Mulye, who had resigned from office on 31st March, 2014 and Mr. Ganesh Hari Rotithor, Manager- Finance appointed as a Chief Financial Officer of the company with effect from 8th July, 2014.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors.

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 section in this Annual Report. The Board approved the evaluation results as collate by the nomination and remuneration committee.

None of the independent directors are due for re-appointment.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 6 (six) Board meetings during the financial year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:-

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

(b) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of 31st March, 2015 and of the profit and loss of the company for that period;

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

(d) We have prepared the annual accounts on a going concern basis;

(e) We have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

AUDITORS:

M/s. Godbole & Company, Chartered Accountants (M. No. 104822) , Satara Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

The Company has received letters from him 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. Their appointment needs to be confirmed and their remuneration is to be fixed.

AUDITORS'' REPORT:

The observations of the Auditors report read with the relevant notes thereon are self explanatory and therefore do not call for any further comments under Section 134 of the Companies Act, 2013.

SECRETARIAL AUDITOR

M/s. Neha Doshi & Co., Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for FY 2014-15 forms part of the Annual Report as Annexure I to the Board''s report.

SECRETARIAL AUDITOR''S REPORT

The observations of the Secretarial Audit report are self explanatory and therefore do not call for any further comments under Section 134 of the Companies Act, 2013.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, report on Corporate Governance along with Auditor''s certificate on its compliance is attached as annexure II to this report.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure III and is attached to this Report.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

SIGNIFICANT AND MATERIAL ORDERS

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

COST AUDITORS:

The Company was appointed Mr. S.V. Vhatte, Cost Accountant, Solapur as Cost Auditor to conduct the audit of cost accounts maintained by the Company, for the financial year 2014-15. Full particulars of Cost Auditors are given here under:-

Name : S.V. Vhatte & Associates

Membership. No. : 7501

Address : A-1/2, Kadadi Nagar, Hotgi Road, Solapur - 413 003.

Details of Cost Audit Report for the financial year ended 31ST March, 2015

Due date of filling: by 30th September 2015.

As per the companies (Cost Records and Audit) Amendment Rules 2014, the company has exempted for cost audit for the financial year 2015-16. Hence company has not appointed cost auditor for the financial year 2015-16.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub- section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the relevant information pertaining to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are enclosed as Annexure IV to the Board''s report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with 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, is appended as Annexure V to the Board''s report.

COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is enclosed as Annexure VI to the Board''s report

LISTING OF EQUITY SHARES:

The Equity Shares of your Company are listed on BSE Ltd., where the same are traded regularly and confirm that company has paid the listing fees for the financial year 2015-16.

VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy (the Policy) in compliance with the Companies Act 2013 and Listing agreement, to enable employees, customers, agents, dealers, suppliers and other vendors that conduct business with Kay Power and Paper Limited to raise concerns and complaints about fraudulent practices.

Under the Policy, the concerns/ complaints pertaining to General Managers and Mangers should be raised before the Chairman of Audit Committee and concerns against other Employees should be addressed to the Vigilance officer and confirm that there is no personnel has been denied access to the audit committee.

The Company has designated the Manager, Mr. Arvind Patil as the Vigilance officer and has created the following email accounts for facilitating the raising of such concerns.

Chairman of Audit Committee- [email protected]

Vigilance officer - [email protected]

The Company aims to propagate a culture for maintaining highest standard of conduct and professionalism and therefore this Policy is implemented in furtherance of the Code of Conduct of the Company.

The details of establishment of such mechanism have also been disclosed on company website on following link - http:// www.kaypowerandpaper.com/download/ Annoncement-KPPL.pdf

COMMITTEES OF THE BOARD

Currently, the Board has four committees: the audit committee, nomination and remuneration committee, stakeholder''s relationship committee, and risk Management committee. The role and responsibilities and composition of the aforesaid committees are mentioned in the corporate governance report section in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A comprehensive Management discussion and analysis Report is appended as Annexure VII, forming a part of the Corporate Governance is part of this Annual Report

ACKNOWLEDGEMENT:

Your Directors appreciate valuable contribution of employees at all levels. Your Directors place on record their gratitude for the co-operation received from Indian Renewable Energy Development Agency Ltd., Maharashtra State Electricity Distribution Company Ltd., IDBI Bank Ltd., HDFC Bank Ltd., Suppliers, Customers and Shareholders of the Company and look forward to their continuous support in coming years.

For and on behalf of the Board of Directors

Niraj Chandra Date : 25th June, 2015 Chairman and Place : Satara Managing Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting Twenty Third Annual Report on the business and operations of your Company and Audited Accounts for the year ended 31ST March, 2014.

FINANCIAL RESULTS :

(Rs. in lacs) 2013-14 2012-13

Total Revenue 2780.45 2,549.98

Net Profit 6.67 6.03

OPERATIONS :

During the year under review, only Paper Division was operational throughout the year producing 12455 M.T. Kraft Paper and achieved sales of 2769.55 Lac as against 12167 M''T'' and Rs. 2540.67 lac of the previous year. The net profit was Rs. 6. 67 Lac as against Rs. 6.03 lac of the previous year.

Company could not run Power Division due to non availability of bagasse, raw material for Power generation during the year.

DIVIDEND :

In view of the small profit and carried forward losses of the Company, it is not possible for your Directors to recommend any dividend.

PROSPECTS :

The streamlined operations of Paper Division will continue to give good results during the current year too.

The Company may restart operations of Power Division after commencement of new sugarcane crushing season, in October - November 2014, when the bagasse will be amply available. Final Power tariff revision / permission to sale power to third party is expected from M.E.R.C., which will improve the viability of Power Division.

REHABILITATION SCHEME :

The final draft rehabilitation scheme has been submitted to operating agency M/s. Indian Renewable Energy Development Agency Ltd (IREDA) for onwards submission to BIFR.

DIRECTORS :

Mr. Kaustubh Wadikar was appointed as Additional Director on the Board of your Company on 28th December, 2013. He will hold office till the conclusion of the ensuing Annual General Meeting. Being eligible Mr. Kaustubh Wadikar offers himself for re-appointment at the ensuing Annual General Meeting. The necessary resolution is being put in the Notice of the ensuing Annual General Meeting for the consideration of the Members.

Mr. Sandeep Shahapurkar was appointed as Additional Director on the Board of your Company on 8th July, 2014. He will hold office till the conclusion of the ensuing Annual General Meeting. Being eligible Mr. Sandeep Shahapurkar offers himself for re-appointment at the ensuing Annual General Meeting. The necessary resolution is being put in the Notice of the ensuing Annual General Meeting for the consideration of the Members Mrs. Smita Phadke was appointed as Additional Director on the Board of your Company on 28th December, 2013 and she has resigned for the office of Additional director form dated 4th July, 2014

DIRECTORS RESPONSIBILITY STATEMENT :

(Under sub-section (2AA) of Section 217 of the Companies Act, 1956, as amended.)

The Directors confirm that;

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. to the best of their knowledge and information they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

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

CORPORATE GOVERNANCE :

Pursuant to clause 49 of the Listing Agreement, report on Corporate Governance along with Auditor''s certificate on its compliance is attached as annexure I to this report.

AUDITORS :

M/s. Godbole & Company, Chartered Accountants, Satara Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letters from him 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. Their appointment needs to be confirmed and their remuneration is to be fixed

AUDITORS'' REPORT :

The observations of the Auditors report read with the relevant notes thereon are self explanatory and therefore do not call for any further comments under Section 217 of the Companies Act, 1956.

COST AUDITORS :

The Company has appointed Mr. S.V. Vhatte, Cost Accountant, Solapur as Cost Auditor to conduct the audit of cost accounts maintained by the Company, for the financial year 2014- 15, subject to the approval of Central Government, thereto. As mandated by Order No.52-26-CAB-201 dated 6thNovember 2012 issued by the Ministry of Corporate Affairs, Government of India, full particulars of Cost Auditors are given here under :- Name : S.V. Vhatte & Associates Membership. No.: 7501 Address : A-1/2, Kadadi Nagar, Hotgi Road, Solapur - 413 003.

Details of Cost Audit Report for the financial year ended 31ST March, 2014

Due date of filling: by 30th September 2014.

FIXED DEPOSIT :

As on 31st March, 2014, Company has no fixed deposits.

STATUTORY PARTICULARS :

In terms of Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo is given in the annexure II of this report.

None of the employees of the Company is in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

LISTING OF EQUITY SHARES :

The Equity Shares of your Company are listed on Bombay Stock Exchange Ltd., where the same are traded regularly.

ACKNOWLEDGEMENT :

Your Directors appreciate valuable contribution of employees at all levels. Your Directors place on record their gratitude for the co- operation received from Indian Renewable Energy Development Agency Ltd., Maharashtra State Electricity Distribution Company Ltd., IDBI Bank Ltd., HDFC Bank Ltd., Suppliers, Customers and Shareholders of the Company and look forward for their continuous support in coming years.

For and on behalf of the Board of Directors

Niraj Chandra Date : 8th July, 2014 Chairman and Place : Satara Managing Director

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting Twenty Second Annual Report on the business and operations of your Company and Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS :

(Rs. in lac)

2012-13 2011-12

Total Revenue 2,549.98 2,349.75

Net Profit 6.03 6.23

OPERATIONS :

During the year under review, only Paper Division was operational throughout the year producing 12167 M.T. Kraft Paper and achieved sales of Rs.2540.67 lac as against 10437 M''T''and Rs.2242.59 lac of the previous year. The net profit was Rs. 6.03 lac as against 6.23 lac of the previous year.

Company could not run Power Division due to non availability of Bagasse, raw material for Power Generation during the year.

DIVIDEND :

In view of the small profit and carried forward losses of the Company, it is not possible for your Directors to recommend any dividend.

PROSPECTS :

The streamlined operations of Paper Division will continue to give good results during the current year too.

Due to drought situation, cultivation of Sugar cane has badly suffered and the availability of bagasse is very poor, hence Company is not in a position to re-start the Operations of Power Division in the current year too.

REHABILITATION SCHEME :

Draft of rehabilitation scheme prepared by Indian Renewable Energy Development Agency Ltd.(IREDA), Operating Agency has been circulated by Board for Industrial And Financial Reconstruction (BIFR) and result awaited.

DIRECTORS :

Mr. A.T.Shaikh, Independent and Qualified Director of the Company passed away on 26.07.2012 and Mr. Arvind Vinayak Kulkarni, Manager, Banking Operations was appointed in the casual vacancy arised and vacates the office in this Annaul General Meeting. Being eligible Mr. A.V.Kulkarni offers himself for re- appointment. at the ensuing Anuual General Meeting. The necessary resolution is being put in the Notice of the ensuing Annual General Meeting for the consideration of the Members.

DIRECTORS RESPONSIBILITY STATEMENT : (Under sub-section (2AA) of Section 217 of the Companies Act, 1956, as amended.).

The Directors confirm that ;

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures ;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period ;

iii. to the best of their knowledge and information they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

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

CORPORATE GOVERNANCE :

Pursuant to clause 49 of the Listing Agreement, report on Corporate Governance alongwith Auditor''s certificate on its compliance is attached as annexure I to this report.

AUDITORS :

The retiring Auditors M/s. Godbole & Company, Chartered Accountants, Satara, is eligible for re-appointment and have indicated their willingness to act as such in terms of Section 224A of the Companies Act, 1956. Their appointment needs to be confirmed and their remuneration is to be fixed.

AUDITORS'' REPORT :

The observations of the Auditors report read with the relevant notes thereon are self explanatory and therefore do not call for any further comments under Section 217 of the Companies Act, 1956.

COST AUDITORS :

The Company has appointed Mr. S.V. Vhatte, Cost Accountant, Solapur as Cost Auditor to conduct the audit of cost accounts maintained by the Company , for the financial year 2013- 14, subject to the approval of Central Government, thereto. As mandated by Order No.52-26-CAB-201 dated 6th November 2012 issued by the Ministry of Corporate Affairs, Government of India, full particulars of Cost Auditors are given here under :- Name : S.V. Vhatte & Associates Membership. No.: 7501

Address : A-1/2, Kadadi Nagar,

Hotgi Road, Solapur - 413 003.

Details of Cost Audit Report for the financial year ended 31st March, 2013

Due date of filling : by 30th September, 2013

FIXED DEPOSIT :

As on 31st March, 2013, Company has no fixed deposits.

STATUTORY PARTICULARS :

In terms of Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo is given in the annexure II of this report.

None of the employees of the Company is in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

LISTING OF EQUITY SHARES :

The Equity Shares of your Company are listed on Bombay Stock Exchange Ltd., where the same are traded regularly.

ACKNOWLEDGEMENT :

Your Directors appreciate valuable contribution of employees at all levels.

Your Directors place on record their gratitude for the co-operation received from Indian Renewable Energy Development Agency Ltd., Maharashtra State Electricity Distribution Company Ltd., IDBI Bank Ltd., HDFC Bank Ltd., Suppliers, Customers and Shareholders of the Company and look forward for their continuous support in coming years. For and on behalf of the Board of Directors

Niraj Chandra

Place : Satara Chairman and

Date : 22nd June, 2013 Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting Twenty first Annual Report on the business and operations of your Company and Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

(Rs. in lac)

2011-12 2010-11

Total Revenue 2,349.75 2,297.81

Net Profit 6.23 81.25

OPERATIONS:

During the year under review, Paper Division was operational throughout the year producing 10437 M.T. Kraft Paper and achieved sales of Rs.2242.59 lac as against 10588 MTand Rs.2123.33 lac of the previous year. Power Division was operational in the first quarter of the financial year and exported 20,49,600 Units to M.S.E.D.C.L. amounting to Rs. 98.18 lac as against 33,43,600 Units and Rs. 160.16 of the previous year. The net profit was Rs. 6.23 lac as against 81.25 lac of the previous year.

DIVIDEND:

In view of the small profit and carried forward losses of the Company, it is not possible for your Directors to recommend any dividend.

PROSPECTS:

The Company expects to restart operations of Power Division after commencement of new sugarcane crushing season, in October - November 2012, when the bagasse will be amply available. Final Power tariff revision / permission to sale power to third party is expected from M.E.R.C., which will improve the viability of Power Division.

The streamlined operations of Paper Division will continue to give good results during the current year too.

Formalities for getting carbon credit are at advanced stage and credits are expected in the forthcoming year.

REHABILITATION SCHEME:

Draft of rehabilitation scheme prepared by Indian Renewable Energy Development Agency Ltd.(IREDA), Operating Agency has been circulated by Board for Industrial And Financial Reconstruction (BIFR) and results awaited.

DIRECTORS:

Ms. Deepa Agarwal, Director of the Company will retire by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting. The necessary resolution for this is being put in the notice of the ensuing Annual General Meeting for the recommendation of the members.

DIRECTORS RESPONSIBILITY STATEMENT :

(Under sub-section (2AA) of Section 217 of the Companies Act, 1956, as amended.). The Directors confirm that ;

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures ;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. to the best of their knowledge and information they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

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

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, report on Corporate Governance alongwith Auditor's certificate on its compliance is attached as annexure I to this report.

AUDITORS:

The retiring Auditors M/s. Godbole & Company, Chartered Accountants, Satara, is eligible for re-appointment and have indicated their willingness to act as such in terms of Section 224A of the Companies Act, 1956. Their appointment needs to be confirmed and their remuneration is to be fixed.

AUDITORS' REPORT:

The observations of the Auditors in their report are self explanatory and have been explained in the notes to the Accounts as referred to in their report.

COST AUDITORS:

The Company has appointed Mr. S.V. Vhatte, Cost Accountant, Solapuras Cost Auditor to conduct the audit of cost accounts maintained by the Company, for the financial year 2011- 12 and 2012-13, subject to the approval of Central Government, thereto. As mandated by Circular No.15/2011 dated 11th April 2011 issued by the Ministry of Corporate Affairs, Government of India, full particulars of Cost Auditors are given here under

Name : S.V. Vhatte & Associates

Membership. No.: 7501

Address : A-1/2, Kadadi Nagar,

Hotgi Road,

Solapur- 413 003.

Details of Cost Audit Report for the financial year ended 31st March 2012

Due date of filling : by 30th Sept. 2012

FIXED DEPOSIT:

As on 31st March 2012, Company has no fixed deposits.

STATUTORY PARTICULARS:

In terms of Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo is given in the annexure II of this report.

None of the employees of the Company is in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

LISTING WITH THE STOCK EXCHANGE :

The Equity Shares of your Company are listed on Bombay Stock Exchange Ltd., where the same are traded regularly.

ACKNOWLEDGEMENT:

Your Directors appreciate valuable contribution of employees at all levels.

Your Directors place on record their gratitude for the co-operation received from Indian Renewable Energy Development Agency Ltd., Maharashtra State Electricity Distribution Company Ltd., Central Bank of India, IDBI Bank Ltd., HDFC Bank Ltd., Suppliers, Customers and Shareholders of the Company and look forward for their continuous support in coming years.

For and on behalf of the Board of Directors Niraj Chandra

Place : Satara Chairman and

Date : 23rd June, 2012 Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting Nineteenth Annual Report on the business and operations of your Company and Audited Accounts for the year ended 31st March, 2010.

OPERATIONS :

During the year under review, only Paper Division was operational, producing 9983 M.T. Kraft Paper and achieved higher sales of Rs.1599.40 lac and profit of Rs. 54.30 lac against sales Rs.1013.38 lac and loss of Rs. 68.33 lac of the previous year.

During the year Company has reached One Time Settlement with Maharashtra State Financial Corporation (MSFC) and total income and net Profit includes, reversal of Rs. 31.14 lac, earlier years interest charged to Profit & Loss Account.

DIVIDEND :

In view of the inadequate profit and carried forward losses of the Company, it is not possible for your Directors to recommend any dividend.

PROSPECTS :

The Company jntends to start operations of Power Division in November, 2010 as the bagasse will be amply available. Final Power tariff revision and permission to sale power to third party is expected from M.E.R.C., which will improve the viability of Power Division.

The operations of Paper Division are streamlined now and give good results during the current year.

RESTRUCTURING PROPOSAL :

Indian Renewable Energy Development Agency Ltd.(IREDA), Operating Agency appointed by Board for Industrial And Financial Reconstruction (BIFR) has submitted restructuring proposal of the Company to BIFR.

DIRECTORS :

Ms.Deepa Agarwal , Director of the Company will retire by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting. The necessary resolution for this is being put in the notice of the ensuing Annual General Meeting. The Board of Directors recommends her re-appointment.

Directors Responsibility statement :

Under sub-section (2AA) of Section 217 of the Companies Act, 1956, as amended.

The Directors confirm that;

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

iii. To the best of their knowledge and information they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

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

CORPORATE GOVERNANCE :

Pursuant to clause 49 of the Listing Agreement, report on Corporate Governance along with Auditor’s certificate on its compliance is attached as annexure I to this report.

AUDITORS :

The retiring Auditors M/s. Godbole & Company, Chartered Accountants, Satara, is eligible for re-appointment and have indicated their willingness to act as such in terms of Section 224A of the Companies Act, 1956. Their appointment needs to be confirmed and their remuneration is to be fixed.

AUDITORS REPORT :

The observations of the Auditors in their report are self explanatory and have been explained in the notes to the Accounts as referred to in their report.

FIXED DEPOSIT :

As on 31st March, 2010, Company has no fixed deposits.

STATUTORY PARTICULARS :

In terms of Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo is given in the annexure 2 of this report.

None of the employees of the Company is in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

LISTING WITH THE STOCK EXCHANGE :

The Equity Shares of your Company are listed on Bombay Stock Exchange Ltd., where the same are traded regularly.

ACKNOWLEDGEMENT :

Your Directors appreciates valuable contribution of employees at all levels.

Your Directors place on record their gratitude for the co-operation received from Indian Renewable Energy Development Agency Ltd., Maharashtra State Electricity Distribution Company Ltd., Maharashtra State Financial Corporation, Central Bank of India, IDBI Bank Ltd., HDFC Bank Ltd., Suppliers, Customers and Shareholders of the Company and look forward for their continuous support in coming years.

For and on behalf of the Board of Directors

Niraj Chandra Place : Pune Chairman and Date : 12th August, 2010 Managing Director