Shree Rajeshwaranand Paper Mills Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

The Resolution Professional appointed by the Hon''ble Adjudicating Authority, Ahmedabad Bench,
in whom the powers of the board of directors are vested presents the Thirty -Third Annual Report
of the Company together with Audited Financial Statements of the Company for the financial Year
ended March 31, 2024.

Initiation of Corporate Insolvency Resolution Process (CIRP):

The Corporate Insolvency Resolution Process has been initiated, on a petition filed by Bank of
India against Shree Rajeshwaranand Paper Mills Limited (“the Company”) vide its order dated
07^th December, 2022 (“Insolvency Commencement Date”) in its CP (IB) 09 of 2021 and appointed
Ms. Vineeta Maheshwari as the Interim Resolution Professional of the Company. Further,
Committee of Creditors in their 04^th meeting dated 02^nd February, 2023 resolved to appoint Mr.
Sunit Shah having IP Registration No.: IBBI/IPA-001/IP-P00471/2017-18/10814 as the
Resolution Professional of the Company to carry out the functions entrusted by the provisions of
the Insolvency and Bankruptcy Code, 2016, Rules and Regulations thereto. Pursuant to the
Hon''ble NCLT Order for Commencement of the CIRP and in line with the provision of the Code,
the Power of the Board of Director stands suspended and same is being exercised by RP in terms
of provision of Section 17 & 20 of Code.

During the corporate insolvency resolution process, the board of directors have failed to provide
cooperation due to which inadvertent delay has been caused in conducting the process on timely
basis. No documents/ information were provided to the Resolution Professional by the
suspended board of directors of the Company, considering which the Resolution Professional had
filed an application before Hon''ble NCLT under Section 19(2) of Insolvency and Bankruptcy Code,
2016 having its IA No. 158 of 2023.

M/S. Mercury Terra Firma has submitted the Resolution Plan as per the terms and condition as
specified in Request for Resolution Plan and Form G within the time limit to resolve this company
and the same was approved by Committee of Creditors (COC) in their 26^th Committee of Creditors
meeting held on January 22, 2024 and declared as passed with 97.36% of voting shares.

Subsequently, On February 23, 2024 the Application for approval of Resolution Plan under
Section 30(6) and Section 31(1) of the Insolvency and Bankruptcy Code, 2016 read with
Regulation 39 of IBBI (Insolvency Resolution Process For Corporate Person) Regulation, 2016
was filed by the Resolution Professional with Hon''ble National Company Law Tribunal (NCLT)
Ahmedabad for its approval and the final order in the said application is still pending.

Since the Company is under Corporate Insolvency Resolution Process (CIRP) as per Section 17 of
the Insolvency & Bankruptcy Code, 2016, the powers of the Board of Directors stands suspended
and all the powers are now vested with the Resolution Professional, from the date of his
appointment as the Resolution Professional.

a) The management of the affairs of the company shall vest in the Resolution Professional.

b) The powers of the Board of Directors of the company shall stand suspended and be exercised
by the Resolution Professional.

c) The officers and managers of the company shall report to the Resolution Professional and
provide access to such documents and records of the company as may be required by the
Resolution Professional.

d) The financial institutions maintaining accounts of the company shall act on the instructions
of the Resolution Professional in relation to such accounts and furnish all information
relating to the company available with them to the Resolution Professional.

1. FINANCIAL RESULTS:

The Company''s Financial Performance, for the Year ended March, 2024 is summarized below:

Particulars	Current Year 2023-24	Previous Year 2022-23
Revenue from Operation	0	0
Other Income	4,50,841	0
T otal Income	0	0
Total Expenses	66,06,791	4,79,549
Profit / (Loss) before Tax	(61,55,950)	(4,79,549)
Balance of Profit/ (Loss) for the Period	(61,55,950)	(4,79,549)

2. OPERATION & REVIEW:

The operations of the Company were shut down since 2020 due to closure of the newsprint
factory due to lack of demand because of sudden lockdown imposed due to Covid-19 pandemic.
Since then the Company had not regained the operations.

3. DIVIDEND:

In view of losses suffered during the year, the Board of Directors has not recommended any
dividend on the Equity Shares for the year under review ended 31^st March, 2024.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies
Act, 2013 do not apply.

5. PRODUCTION, SALES AND WORKING RESULTS:

The operations and working of the Company are suspended since the year 2020 due to
nationwide lockdown imposed in the view of the Covid-19 and since then the financial position
of the Company is deteriorating considering that the financial creditors had also served the
notices and filed an application against the Company for their pending dues.

6. CORPORATE INSOLVENCY RESOLUTION PROCESS:

The Company was admitted under corporate insolvency resolution process vide the NCLT order
dated 07^th December, 2022 having order no. CP (IB) 09 of 2021, based on the application filed by
Bank of India under Section 7 of Insolvency and Bankruptcy Code, 2016. Ms. Vineeta Maheshwari
was appointed as the Interim Resolution Professional of the Company and subsequently a public
announcement was effected inviting claims from the creditors of the company.

Mr. Sunit Shah was appointed as the Resolution Professional by the Hon''ble NCLT, Ahmedabad
Bench through its IA No. 282 of 2023 dated 13^th March, 2023. After taking charge as the
Resolution Professional, the list of creditors were updated time and again based on the new
information made available to the RP. In accordance with the provisions of the Insolvency and
Bankruptcy Code, 2016, RP has conducted the process of CIRP by conducting 27 meetings of
Committee of Creditors as on date of this report.

M/S. Mercury Terra Firma has submitted the Resolution Plan as per the terms and condition as
specified in Request for Resolution Plan and Form G within the time limit to resolve this company
and the same was approved by Committee of Creditors (COC) in their 26^th Committee of Creditors
meeting held on January 22, 2024 and declared as passed with 97.36% of voting shares.

Subsequently, On February 23, 2024 the Application for approval of Resolution Plan under
Section 30(6) and Section 31(1) of the Insolvency and Bankruptcy Code, 2016 read with
Regulation 39 of IBBI (Insolvency Resolution Process For Corporate Person) Regulation, 2016
was filed by the Resolution Professional with Hon''ble National Company Law Tribunal (NCLT)
Ahmedabad for its approval and the final order in the said application is still pending.

7. LISTING:

The Equity Shares of the Company are listed on BSE Limited.

8. SUSPENSION OF TRADING IN EQUITY SHARES:

The Company''s Equity Shares has been suspended for trading due to non-payment of Annual
Listing Fees.

9. SHARE CAPITAL:

The Paid up Share Capital of the Company as on 31^st March, 2024 was Rs. 1245.00 Lakh. As on
31^st March, 2024, the Company has not issued shares with differential voting rights nor granted
stock options nor do sweat equity and none of the Directors of the Company hold any convertible
instruments.

10. RESERVES:

During the financial year, the Company has transferred loss of Rs. 61,55,950/- to the general
reserve of the Company.

11. CHANGE IN THE NATURE OF THE BUSINESS:

During the period under review, there is no change in the nature of the business of the Company.

12. DIRECTORS & KMP:

The provisions as specified in Regulation 17 of SEBI (LODR) Regulations, 2015 related to
“Composition of Board of Directors” shall not be applicable during the Insolvency Resolution
Process period in respect of a listed entity, which is undergoing Corporate Insolvency Resolution
Process.

The suspended management of the Company as on date of this report are:

Sr. No.	Name of the Director	DIN	Designation
1.	Prakashchandra Rasiklal Vora	00612357	Managing Director
2.	Ashit Lilchand Modi	08751527	Independent Director
3.	Jayeshkumar Tulsidas Surati	AVHPS8050Q	Chief Financial Officer
4.	Hemali Shripal Vora1	08751537	Director

Balkrushna Ganapatbhai Kahar having DIN: 08757068 had tendered his resignation vide 11^th
March, 2021 from his position as Non-Executive Independent Director.

13. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

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

The Company is undergoing Corporate Insolvency Resolution Process and the affairs of the
Company are being managed by the Resolution Professional. Due to inadequate data and
information and consistent non-cooperation by the suspended management, the RP is unable to
comment upon the internal controls and their adequacy.

14. KEY MANAGERIAL PERSONNEL:

Your Company is presently undergoing CIRP under the provisions of the Code along with the
Regulations and Rules there under.

The Board of Directors of your Company as at 07^th December, 2022(i.e. the date of supersession
of the erstwhile board of directors) consisted of 04 Directors, out of which 03 were Independent
Directors.

All these directors were suspended by the Hon''ble NCLT, Ahmedabad Bench and the powers of
Board of Directors are now vested with the Resolution Professional.

15. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL
DIRECTORS:

Since the powers of the Board of Directors have been suspended with effect from 07^th December,
2022 pursuant to the order dated 07^th December, 2022 passed by Hon''ble National Company Law
Tribunal (NCLT), Ahmedabad Bench evaluation of Board has not taken place for the year 2023¬
2024.

16. INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful. However, the Company''s
Newsprint Paper Manufacturing Plant which contributed majority of the revenues had been shut
down in March, 2020 since there was no demand for newsprint paper since the implementation
of countrywide lockdown. Owing to the uncertainty regarding the resumption of the plant and
scale of viable operations, most of the workers and employees have left the Company to seek
better opportunities.

During the period under review, the operations of the Company continue to be non-operative.

17. PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies
Appointment & Remuneration of Managerial personnel) Rules, 2014.

18. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT &
SECURITIES PROVIDED:

No related party transactions were conducted during the year under review.

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

a) Conservation of energy: Not Applicable as the Company under the CIRP and there are not
any business operations during the year.

b) Technology absorption: Not Applicable as the Company under the CIRP and there are not
any business operations during the year.

c) Foreign exchange earnings and outgo: Not Applicable

20. CORPORATE GOVERNANCE:

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with
Corporate Governance as specified in Regulation 17 to 27, 46 (2) (b) to (i) & para c, d & e of
Schedule V are not applicable to the Company as paid-up share capital doesn''t exceed Rs. 10 Crore
and Net Worth doesn''t exceed Rs. 25 Crore, as on the CIRP commencement date.

21. MANAGEMENT DISCUSSION ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company, as required
under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not
provided in view the Company is under CIRP.

22. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Resolution Professional had appointed
M/s Yashree Dixit & Associates, Company Secretaries in Practice to undertake the Secretarial
Audit of the Company.

The Secretarial Audit Report is attached herewith as Annexure A.

23. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS''
RELATIONSHIP COMMITTEE:

The provisions as specified in Regulations 18, 19, 20 and 21 of SEBI (LODR) Regulations, 2015
shall not be applicable during the insolvency resolution process period in respect of a listed entity.

24. AUDITORS:

a. STATUTORY AUDITORS:

M/s. MAAK & Associates, (Firm Registration No. 135024W), Chartered Accountants was
appointed as Statutory Auditors of your Company at the Annual General Meeting held on 28^th
September, 2020 for a term of 5 (Five) consecutive years.

The modified Report given by the Auditors on the financial statements of the Company is part
of the Annual Report.

The observations and comments, if any appearing in the auditors'' Report are self¬
explanatory and do not call for any further explanation/clarification.

b. SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed M/s Yashree Dixit & Associates, Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as
“Annexure A”.

The qualifications, adverse remark, if any appearing in the Secretarial Auditor''s Report are
annexed in the report.

c. COST AUDITOR:

Due to discontinuance of operations of the factory of the Company and further no operating
activity during the period under review, No Cost Auditor was appointed.

25. INSURANCE:

The Company''s properties including building, plant and machinery, stocks, stores etc. continue to
be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages,
machinery breakdown etc. as per the consistent policy of the Company.

26. DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no
overdue deposits.

27. SUBSIDIARIES/ ASSOCIATES/ JVS:

As on 31^st March, 2024, the Company does not have any Subsidiary, Associate or Joint Venture
company. Hence, preparation of consolidated financial statements and statement containing
salient features of the Subsidiary/ Associate or Joint Ventures companies in Form AOC-1 as per
the provisions of Section 129 of the Companies Act, 2013 is not applicable to the Company.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

An application for admission of the Company under Corporate Insolvency Resolution Process was
filed by Bank of India under Section 7 of Insolvency and Bankruptcy Code, 2016. The said
application was admitted by Hon''ble NCLT, Ahmedabad Bench vide its CP (IB) 09 of 2021 dated
07^th December, 2022. Pursuant to Section 14 of the Insolvency and Bankruptcy Code, 2016,
moratorium is being levied on the corporate debtor and further in accordance with Section 17 of
the Code, the powers of board of directors were suspended and are vested with the Resolution
Professional.

IP Sunit Shah has been appointed as the Resolution Professional of the Corporate Debtor and the
affairs of the Company are being managed by the RP. The Resolution Professional has made an
application before Adjudicating Authority for approval of Resolution plan under Section 30(6)
and Section 31(1) of the Insolvency and Bankruptcy Code which is still awaited.

29. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Except as disclosed in this report, there were no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial year and
the date of this report.

30. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted
Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to
sexual harassment. During the year under review, there were no complaints pertaining to sexual
harassment.

31. SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards issued by the Institute of Company
Secretaries of India which are mandatorily applicable to the Company.

32. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting
Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting
policies which are consistently applied are set out in the Notes to the Financial Statements.

The Resolution Professional while discharging his duties has prepared the financial statements
of the Company. Detailed verification and authentication of the facts has provided in the Audit
report is not been conducted by the RP and shall not be held liable for any irregularities, if any.

33. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

The suspended management of the Company had failed to cooperate with the Resolution
Professional during the process of corporate insolvency resolution by not providing the adequate
information and data related to the Company.

Considering which the Resolution Professional had filed an application before Hon''ble NCLT,
Ahmedabad Bench against the suspended management under Section 19(2) of Insolvency and
Bankruptcy Code, 2016 vide its IA No. 158 of 2023. Due to lack of information, the Resolution
Professional is unable to comment on the maintenance of the cost records of the Company.

34. DIRECTOR RESPONSIBILITY STATEMENT:

The financial statements of your Company for the financial year ended March 31, 2024 have been
prepared by the RP while discharging his duties by complying with every applicable laws of the
Company. With respect to the financial statements for the financial year ended March 31, 2024,
the RP has signed the same solely for the purpose of ensuring compliance by the Corporate Debtor
with applicable laws, and subject to the following disclaimers:

In certain instances, the amount of the claim admitted or to be admitted by the RP under CIRP
process may differ from the amount reflecting in the books of accounts of your Company. The

audited financial statements are drawn on the basis of figures appearing in the books of accounts
of your Company as on March 31, 2024.

The RP has signed the financial statements solely for the purpose of compliance and discharging
his duties during CIRP period of your Company and in accordance with the provisions of the IBC,
read with the regulations and rules there under, and based on the explanations, clarifications,
certifications, representations and statement made by the existing staff of your Company in
relation to the data pertaining to the period prior to the joining of the present management and
does not have knowledge of the past affairs, finances and operations of your Company.

35. ACKNOWLEDGMENT:

The Resolution Professional express his sincere appreciation for the co-operation and assistance
received from shareholders, bankers, financial institutions, regulatory bodies, government
Authorities and other business constituents during the year under review. The Resolution
Professional also wish to place on record their deep sense of appreciation for the commitment
displayed by all executives, officers and staff and look forward to their continued support in
future.

FOR, SHREE RAJESHWARANAND PAPER MILLS LIMITED (IN CIRP)

Sd/-

Mr. Sunit Jagdishchandra Shah Prakashchandra Rasiklal Vora

Resolution Professional Managing D irector

IP Reg. No: IBBI/IPA-001/IP-P00471/2017-18/10814 DIN: 00612357

AFA Certificate No.: AA1/10814/02/221124/106392 Suspended Board of Management

AFA Valid till: 22/11/2024

Place: Ahmedabad
Date: 06^th September, 2024

1

Note: Ms. Hemali Shripal Vora had resigned from the management vide its letter dated 16^th
October, 2020 but the said resignation has not been accepted by the board of directors.

---

Mar 31, 2015

Dear Members,

The Directors present the 24th ANNUAL REPORT together with the Audited Financial Statement for the Financial Year 2014-15 ended on 31st March, 2015.

1. FINANCIAL RESULTS:

(Rs in lacs)

Particulars 2014-15 2013-14

Profit before Interest and Depreciation 1406.19 1094.51

Less: Interest 595.51 514.26

Profit before Depreciation 810.68 580.25

Less: Depreciation 452.02 308.05

Profit before Tax 358.66 272.20

Less: Provision for Taxation 85.35 54.46

Less: MAT (Credit) Entitlement - (30.28)

Less : Prior period adjustments 5.24 8.52

Less: Deferred Tax Liability 30.60 65.28

Net Profit 237.47 174.22

Add: Balance Brought Forward 907.09 732.87

Balance carried to Balance Sheet 1144.56 907.09

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2015 and date of this report.

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors has not recommend any dividend on the Equity Shares for the year under review.

3. REVIEW OF OPERATIONS:

The Company achieved production of 35182 M.T. of Newsprint/Writing and Printing paper during the year under review compared to 26710 M.T. during 2013-14. The Company achieved sales of 36147 M.T. during the year under review compared to 26330 M.T. during 2013-14. The Company had to shut down its production facilities for 10 days for maintenance.

The Company has earned Profit before Interest and Depreciation of' 1406 Lacs during the year under review compared to ' 1095 Lacs during 2013-14. The above results have been achieved by improving product quality resulting in increased realization and efficiently running the plant resulting in lesser consumption of raw materials.

After providing for Depreciation, Prior period adjustments and Taxation, the Net Profit for the year under review stood ' 237 Lacs compared to ' 174 Lacs during 2013-14.

4. NEW PROJECTS:

4.1 NEWS PRINT DIVISION:

The Company has spent substantial amount during the year under review for increasing the installed capacity to 125 M.T. per day as well as for providing facilities for better quality of production.

During this second phase of expansion, the Company has installed various machineries which will increase the production with improvement in quality of the product. The Company has also installed various other balancing equipments to increase the production.

4.2 TOOLS DIVISION:

The Company commenced production of Abrasive Tools and for this purpose the Company had incurred capital expenditure which is now converted in to Fixed assets of the Company. The diversification is partly funded from Company's internal accruals and partly from the Financial Assistance from the Bankers of the Company. The necessary arrangements have also been made with the Bankers of the Company for Working Capital Finance.

5. FUTURE PLANS:

As informed earlier, the installed capacity to manufacture Newsprint/Writing & Printing Paper is increased to 125 M.T. per day. The Management is planning to increase the installed capacity in a phased manner and to further modernise the plant for saving of various energies such as power, steam etc.

The expansion will be funded out of internal accruals and term loans from Banks and Financial Institution. The Company will be able to undertake good quality of Writing and Printing paper in addition to Newsprint with this substantial expansion production.

6. LISTING :

The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2015-16.

7. DIRECTORS:

7.1 Mr. Prakash R. Vora has been reappointed as Managing Director of the Company.

7.2 Mr. Udayan D. Velvan has been reappointed as Executive Director of the Company.

7.3 Ms. Anita S. Dave was appointed as Independent Director w.e.f. 24th March, 2015.

7.4 The Board of Directors duly met 9 times during the financial year under review.

7.5 The Board has made necessary evaluation of its own performance and that of its commitments and of individual Directors.

7.6 The performance evaluation of the Chairman, Executive and Non-Executive Directors was carried out by at the meeting of the Independent Directors held on 24th March, 2015.

7.7 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

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

(ii) that the Directors had 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 31st March, 2015 being end of the financial year 2014-15 and of the profit of the Company for the year;

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

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

8. MANAGERIAL REMUNERATION:

8.1 REMUNERATION OF DIRECTORS:

Sr. Name of the Director Remuneration % Parameters No. & Designation for the year increase over last year



1. Mr. Prakash R. Vora - 15,00,000 6% Higher Managing Director responsibility and time 2 Mr. Udayan D. Velvan - 15,00,000 6% involvement Executive Director due to current expansion & modernisation

Sr. Name of the Director Median Ratio Commission No. & Designation of received Employees from Remuneration Holding/ Subsidiary

1. Mr. Prakash R. Vora - 1,40,148 11:1 -

2 Mr. Udayan D. Velvan - 1,40,148 11:1 - Executive Director

The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

8.2 MARKET CAPITALISATION:

Sr. No. Particulars As on 31-03-2014 As on 31-03-2015

1. No. of Shares 1,24,50,000 1,24,50,000

2. Market price 2.95 5.90

3. Market Capitalisation 367 734 (Rs In lacs)

4 EPS 140 191

5. P/E Ratio 2.11 3.09

9. KEY MANAGERIAL PERSONNEL:

9.1 % INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

Sr. No. Name of the Director & KMP Designation Percentage Increase (If any)

1. Prakash R. Vora Managing Director 6%

2. Udayan D. Velvan Executive Director 6%

3. Karunashankar G. Vora# CFO -

# Appointed during the year 2014-15.

9.2 COMPARISION BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE COMPANY:

As per the Remuneration Policy and based on the Recommendation of Nomination & Remuneration Committee the Relationship of remuneration to KMP & performance of Company is clear and meets appropriate performance benchmarks.

10. PERSONNEL AND H. R. D.:

10.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

The Number of permanent Employees of the Company is 100. The relationship between average increase in remuneration and Company's performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

10.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

11. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors' Report.

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

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure- A.

13. CORPORATE GOVERNANCE AND MDA:

As per Clause 49 of the Listing Agreement and the Companies Act, 2013, Report on Corporate Governance and Management Discussion and Analysis (MDA) form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report as Annexure - B.

14. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - C. As regards the observation of the Auditors, the Company is in the process of identifying and appointing Whole-time Company Secretary and also developing functional website of the Company.

15. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form - MGT-9 has been attached herewith as Annexure - D.

16. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

17. GENERAL:

17.1. AUDITORS:

The present Auditors of the Company M/s. Sunderji Gosar & Co., Chartered Accountants, Mumbai, will retire at the ensuing 24th Annual General Meeting. The Company has obtained from them consent to the effect that their reappointment as Auditors of the Company for period of 2 years commencing from the Financial Year 2015-16 to 2016-17, if made, will be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

17.2 INSURANCE:

The Company's properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

17.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

17.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

17.5 SUBSIDIARIES/ASSOCIATES/JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

17.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

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

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

17.8 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & 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. During the year under review, the Company did not receive any complaint.

17.9 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

18. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE617D01017.

19. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co operation. Your Directors also place on record their grateful appreciation and co operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.

For and on behalf of the Board,

Place : Jhagadia Amrish R. Patel Date : 29th July, 2015 Chairman

---

Mar 31, 2014

Dear Shareholders,

The Directors present the 23rd ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2013-14 ended 31st March, 2014.

1. FINANCIAL RESULTS:

(Rs. in lacs)

Particulars 2013-14 2012-13

Profit before Interest and Depreciation 1094.51 839.40

Less: Interest 514.26 354.26

Profit before Depreciation 580.25 485.14

Less: Depreciation 308.05 261.50

Profit before Tax 272.20 223.64

Less: Provision for Taxation 54.46 73.90

Less: MAT (Credit) Entitlement (30.28) (12.94)

Less : Prior period adjustments 8.52 6.41

Less: Deferred Tax Liability 65.28 12.01

Net Profit 174.22 144.26

Add: Balance Brought Forward 732.87 588.60

Balance carried to Balance Sheet 907.09 732.87

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors has not recommend any dividend on the Equity Shares for the year under review.

3. REVIEW OF OPERATIONS:

The Company achieved production of 26710 M.T. of Newsprint/Writing and Printing paper during the year under review compared to 23301 M.T. during 2012-13. The Company achieved sales of 26330 M.T. during the year under review compared to 22576 M.T. during 2012-13. The Company had to shut down its production facilities for 25 days for substantial expansion in the second phase which it had undertaken to be completed over a period of three years in five phases.

The Company has earned Profit before Interest and Depreciation of Rs. 1094.51 Lacs during the year under review compared to Rs. 839.40 Lacs during 2012-13. The above results have been achieved by improving product quality resulting in increased realization and efficiently running the plant resulting in lesser consumption of raw materials.

After providing for Depreciation, Prior period adjustments and Taxation, the Net Profit for the year under review stood Rs. 174.22 Lacs compared to Rs. 144.26 Lacs during 2012-13.

4. CAPACITY EXPANSION AND CAPITAL EXPENDITURE:

4.1 NEWS PRINT DIVISION:

The Company has spent substantial amount during the year under review for increasing the installed capacity to 100 M.T. per day as well as for providing facilities for better quality of production.

During this second phase of expansion, the Company has installed various machineries which will increase the production with improvement in quality of the product. The Company has also installed various other balancing equipments to increase the production.

4.2 TOOLS DIVISION:

The Company had planned to diversify into Abrasive Tools Manufacturing activity and for this purpose the Company had incurred capital expenditure which is now converted in to Fixed assets of the Company. Some plant and machineries have already arrived at site and rest of the machineries shall be procured in 2014-15. The diversification is partly funded from Company''s internal accruals and partly from the Financial Assistance from the Bankers of the Company. The necessary arrangements have also been made with the Bankers of the Company for Working Capital Finance.

5. FUTURE PLANS:

As informed earlier, the installed capacity to manufacture Newsprint/Writing & Printing Paper is increased to 100 M.T. per day. The Management is planning to increase the installed capacity in a phased manner and to further modernise the plant for saving of various energies such as power, steam etc.

The expansion will be funded out of internal accruals and term loans from Banks and Financial Institution. The Company will be able to undertake good quality of Writing and Printing paper in addition to Newsprint with this substantial expansion production.

6. DIRECTORS:

6.1 One of your Directors viz. Mr. Udayan D. Velvan retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers himself for reappointment.

6.2 One of your Directors, Mr. Vishrut K. Vora resigned from the office of the Director w.e.f. 1st January, 2014. Mr. Ashok Gosavi was appointed as Independent Director w.e.f. 1st January, 2014.

6.3 Mr. Ashok Gosavi, Mr. Amrish R. Patel and Mr. Ashok Kumar V. Shah, being Independent Directors, are being appointed for a term of 5 years as per provisions of the Companies Act, 2013.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgements 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 31st March, 2014 being end of the financial year 2013-14 and of the profit of the Company for the year;

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

(iv) that the Directors had prepared the annual accounts on a going concern basis.

8. LISTING :

The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees upto the year 2014-15.

9. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE617D01017.

10. PERSONNEL AND H. R. D.:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

11. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report and Report on Corporate Governance form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report.

12. GENERAL:

12.1 INSURANCE:

The Company''s properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

12.2 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

12.3 DEPOSITS:

At the end of the Financial Year there were no overdue deposits.

12.4 OFFICE OR PLACE OF PROFIT:

The Board of Directors appointed Mr. Shripal P. Vora (relative of Director Mr. Prakash R. Vora) as General Manager (Tools Division) to hold an office of profit under the Company, with effect from 1st June, 2014 subject to necessary approval of members.

13. AUDITORS:

The present Auditors of the Company M/s. Sunderji Gosar & Co., Chartered Accountants, Mumbai will retire at the ensuing 23rd Annual General Meeting. The Company has obtained from them the written Certificate to the effect that their reappointment as Auditors of the Company for the Financial Year 2014-15, if made, will be in accordance with in the provisions of Section 139 and 141 of the Companies Act, 2013.

The remarks of auditor and notes on accounts are self explanatory.

14. AUDIT COMMITTEE:

The Board of Directors have re-constituted Audit Committee consisting of the following:

1. Mr. Amrish R. Patel Chairman

2. Mr. Ashok Kumar V. Shah Member

3. Mr. Ashok Gosavi Member

15. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors have re-constituted Nomination and Remuneration Committee consisting of the following:

1. Mr. Amrish R. Patel Chairman

2. Mr. Ashok Kumar V. Shah Member

3. Mr. Ashok Gosavi Member

16. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

The Board of Directors have constituted Stakeholders'' Relationship Committee consisting of the following:

1. Mr. Ashok Kumar V. Shah Chairman

2. Mr. Prakash R. Vora Member

17. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure.

18. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

19. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers for their constant support and co operation.

Your Directors also place on record their gratitude to the Bankers of the Company and Government Departments for their confidence reposed in the Company.

For and on behalf of the Board,

Place : Jhagadia Amrish R. Patel Date : 29th July, 2014 Chairman

---

Mar 31, 2013

Dear Shareholders,

The Directors present the TWENTYSECOND ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2012-13 ended 31st March, 2013.

1. FINANCIAL RESULTS:

(Rs.in lacs)

Particulars 2012-13 2011-12

Profit before Interest and Depreciation 839.40 786.31

Less: Interest 354.26 333.44

Profit before Depreciation 485.14 452.87

Less: Depreciation 261.50 239.65

Profit before Tax 223.64 213.22

Less: Provision for Taxation 73.90 37.84

Less: MAT Credit entitlement (12.94)

Less : Prior period adjustments 6.41 8.61

Less: Deferred Tax Liability 12.01 11.67

Net Profit 144.26 155.10

Add: Balance Brought Forward 588.60 433.50

Balance carried to Balance Sheet 732.87 588.60

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors has not recommend any dividend on the Equity Shares for the year under review.

3. REVIEW OF OPERATIONS:

The Company achieved production of 23301 M.T of Newsprint/Writing and Printing paper during the year under review compared to 23546 M.T. during 2011-12. The Company achieved sales of 22576M.T during the year under review compared to 23490 M.T. during 2011-12. The Company had to shut down its production facilities for 10 days for substantial expansion in the first phase which it had undertaken to be completed over a period of three years in five phases.

The Company has earned Profit before Interest and Depreciation of" 839.40 Lacs during the year under review compared to " 786.31 Lacs during 2011-12. The above results have been achieved by improving product quality resulting in increased realization and efficiently running the plant resulting in lesser consumption of raw materials.

After providing for Depreciation, Prior period adjustments and Taxation, the Net Profit for the year under review stood lower at" 144.26 Lacs compared to " 155.10 Lacs during 2011-12.

4. CAPACITY EXPANSION AND CAPITAL EXPENDITURE:

The Company has spent approx." 251.49 lacs during the year under review for increasing the installed capacity to 100 M.T. per day as well as for providing facilities for better quality of production.

During this first phase of expansion, the Company has installed a Pressuriesed Head Box in replacement of its old Head Box which will increase the production with improvement in quality of the product. The Company has also installed various other balancing equipments to increase the production. The amount spent during first phase on substantial expansion purpose is " 251.49 lacs.

The Company has planned to diversify into Abrasive Tools Manufacturing activity and for this purpose the Company has made capital expenditure of " 232.10 lacs till 31st March 2013. Few plant and machineries have already arrived at site and rest of the machineries shall be procured in coming financial years. The diversification is presently funded from Company''s internal accruals and funds mobilized from Directors through their own resources. Once the unit is established, the Company shall approach its Bankers for providing Working Capital Finance and also for its further Capital Expenditure required by way of Term Loan.

5. FUTURE PLANS:

As informed earlier, the installed capacity to manufacture Newsprint/Writing & Printing Paper is increased to 100 M.T. per day. The Management is planning to increase the installed capacity in a phased manner and to further modernise the plant for saving of various energies such as power, steam etc.

The expansion will be funded out of internal accruals and term loans from Banks and Financial Institution. The Company will be able to undertake good quality of Writing and Printing paper in addition to Newsprint with this substantial expansion production.

6. DIRECTORS:

One of your Directors viz. Mr. Ashok Kumar V. Shah retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers him for reappointment.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

(ii) that the Directors had 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 31st March, 2013 being end of the financial year 2012-13 and of the profit of the Company for the year;

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

(iv) that the Directors had prepared the annual accounts on a going concern basis.

8. LISTING :

The Equity Shares of the Company are listed on Bombay Stock Exchange. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees upto the year 2013-14.

9. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE617D01017.

10. PERSONNEL AND H. R. D.:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

12. GENERAL:

12.1 INSURANCE:

The Company''s properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

12.2 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 217(2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

12.3 DEPOSITS:

At the end of the Financial Year there were no overdue deposits.

12.4 COST AUDIT:

The Board of Directors have appointed M/s. V.H. Savaliya & Associates, Cost Accountants, Ahmedabad as Cost Auditors to conduct cost audit for the year ended on 31st March, 2013 and also for the year to be ended on 31st March, 2014.

13. AUDITORS:

The present Auditors of the Company M/s. Sunderji Gosar & Co., Chartered Accountants, Mumbai will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re appointment under Section 224(1 B) of the Companies Act, 1956. The notes of Auditors on accounts are self-explanatory.

14. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure.

15. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers for their constant support and co operation.

Your Directors also place on record their gratitude to the Banks, Financial Institutions and Government Departments for their confidence reposed in the Company.

For and on behalf of the Board,

Place : Jhagadia Amrish R. Patel

Date : 16th July, 2013. Chairman

---

Mar 31, 2012

The Directors present the TWENTY FIRST ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2011-12 ended 31st March, 2012.

1. FINANCIAL RESULTS:

(Rs. in lacs)

Particulars 2011-12 2010-11

Profit before Interest and Depreciation 786.31 700.54

Less: Interest 333.44 279.29

Profit before Depreciation 452.87 421.25

Less: Depreciation 239.65 220.26

Profit before Tax 213.22 200.98

Less: Provision for Taxation 37.84 42.07

Less : Prior period adjustments 8.61 11.00

Less: Deferred Tax Liability 11.67 23.49

Net Profit 155.10 124.44

Add: Balance Brought Forward 433.50 309.06

Balance carried to Balance Sheet 588.60 433.50

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors has not recommend any dividend on the Equity Shares for the year under review.

3. REVIEW OF OPERATIONS:

The Company achieved production of 23546 M.T. of Newsprint/Writing and Printing paper during the year under review compared to 22973 M.T. during 2010-11. The Company achieved sales of 23490 M.T. during the year under review compared to 23041 M.T. during 2010-11.

The Company has earned Profit before Interest and Depreciation of Rs. 786.31 Lacs during the year under review compared to Rs. 700.54 Lacs during 2010-11. The above results have been achieved by efficiently running the plant resulting into less consumption of raw material (Waste Paper) per unit of Production (Newsprint Paper).

After providing for Depreciation, Prior period adjustments and Taxation, the Net Profit for the year under review stood higher at Rs. 155.10 Lacs compared to Rs. 124.44 Lacs during 2010-11.

4. CAPACITY EXPANSION AND CAPITAL EXPENDITURE:

The Company has spent approx. Rs. 290 lacs during the year under review for increasing the installed capacity to 100 M.T. per day as well as for providing facilities for better quality of production.

5. FUTURE PLANS:

As informed earlier, the installed capacity to manufacture Newsprint/Writing & Printing Paper is increased to 100 M.T. per day. The Management is planning to increase the installed capacity in a phased manner and to further modernise the plant for saving of various energies such as power, steam etc.

6. DIRECTORS:

(i) One of your Directors viz. Mr. Amrish R. Patel retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers him for reappointment.

Shree Rajeshwaranand Paper Mills Limited

(ii) The Board of Directors appointed Mr. Vishrut K. Vora as Director of the Company w.e.f. 9th May, 2012. The Board recommends your approval to his appointment as provided in the notice of Annual General Meeting.

(iii) One of your Directors viz. Mr. Maulik P. Vyas ceased to be Director upon resignation w.e.f. 9th May, 2012.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

(ii) that the Directors had 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 31st March, 2012 being end of the financial year 2011-12 and of the profit of the Company for the year;

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

(iv) that the Directors had prepared the annual accounts on a going concern basis.

8. LISTING :

The Equity Shares of the Company are listed on Bombay Stock Exchange. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees upto the year 2012-13.

9. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE617D01017.

10. PERSONNEL AND H. R. D.:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

12. GENERAL:

12.1 INSURANCE:

The Company's properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

12.2 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

12.3 DEPOSITS:

At the end of the Financial Year there were no overdue deposits.

12.4 COST AUDIT:

The Board of Directors have appointed M/s. V.H. Savaliya & Associates, Cost Accountants, Ahmedabad as Cost Auditors to conduct cost audit for the year ended on 31st March, 2012 and also for the year to be ended on 31st March, 2013.

13. AUDITORS:

The present Auditors of the Company M/s. Sunderji Gosar & Co., Chartered Accountants, Mumbai will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re-appointment under Section 224(1 B) of the Companies Act, 1956. The notes of Auditors on accounts are self-explanatory.

14. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure.

15. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers for their constant support and co-operation.

Your Directors also place on record their gratitude to the Banks, Financial Institutions and Government Departments for their confidence reposed in the Company.

For and on behalf of the Board,

Amrish R. Patel Chairman

Place : Jhagadia Date : 16th July, 2012.

---

Mar 31, 2010

The Directors present the NINTENTH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2009-10 ended 31s1 March, 2010.

1. FINANCIAL RESULTS:

(Rs. in lacs)

Particulars 2009-10 2008-09

Profit before Interest and Depreciation 545.93 611.00

Less: Interest 216.29 206.10

Profit before Depreciation 329.64 404.92

Less: Depreciation 195.19 179.90

Profit before Tax 134.45 225.02

Less: Provision for Taxation 16.56 25.66

Less: Provision for Fringe Benefit Tax - 1.45

Profit after tax 117.89 197.91

Less : Prior period adjustments 2.20 20.30

Less: Deferred Tax Liability 32.83 130.23

Net Profit 82.86 47.38

Add: Balance Brought Forward 226.20 178.82

Balance carried to Balance Sheet 309.06 226.20



2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors have not recommend any dividend on the Equity Shares for the year under review.

3. REVIEW OF OPERATIONS:

The Company achieved production of 18,468 M.T. of Newsprint/Writing and Printing paper during the year under review compared to 22,247 M.T. during 2008-09. The Company achieved sales of 18,807 M.T. during the year under review compared to 23,002 M.T. during 2008-09.

The Company has earned Profit before Interest and Depreciation of Rs. 545.93 Lacs during the year under review compared to Rs. 611.00 Lacs during 2008-09. The above results have been achieved by efficiently running the plant resulting into less consumption of raw material (Waste Paper) per unit of Production (Newsprint Paper).

After providing for Depreciation, Prior period adjustments, Taxation and after taking into account Deferred taxation, the Net Profit for the year under review stood higher at Rs. 82.86 Lacs compared to Rs. 47.38 Lacs during 2008-09.

4. CAPACITY EXPANSION AND CAPITAL EXPENDITURE:

The Company has spent approx. Rs. 500 lacs during the year under review for increasing the installed capacity from 70 M.T. per day to 80 M.T. per day as well as for providing facilities for better quality of production. The Management is hopeful of achieving the actual production of 75 to 80 M.T. per day by end of second quarter of the year 2010-11.

5. FUTURE PLANS:

As informed earlier, the installed capacity to manufacture Newsprint/Writing & Printing Paper is increased to 80 M.T. per day. The Management is planning to increase the installed capacity to 100 M.T. per day in a phased manner and to further modernise the plant for saving of various energies such as power, steam etc. The Board of Directors have planned to incur capital expenditure to the tune of Rs. 500 lacs during 2010-11 so as to increase the installed capacity to 100 M.T. per day. The investment would increase the installed capacity of the Company to 100 M.T. per day and would also improve quality of Newsprint/Writing & Printing Paper which would help the Company to reduce its power cost and steam consumption cost.

6. DIRECTORS:

Two of your Directors viz. Mr. Mahendra V. Shah and Mr. Dhansukhbhai D. Patel, retires by rotation in terms of the Articles of Association of the Company. They, however, being eligible offers themselves for reappointment.

7. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

(ii) that the Directors had 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 31st March, 2010 being end of the financial year 2009-10 and of the profit of the Company for the year;

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

(iv) that the Directors had prepared the annual accounts on a going concern basis.

8. REVOCATION OF SUSPENSION OF TRADING IN EQUITY SHARES:

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited. The Equity shares of the Company were suspended for trading by Bombay Stock Exchange Limited since December, 2004 on the grounds of certain non compliances of the Listing Agreement. The management took initiative and complied with all the stipulations / conditions imposed by Bombay Stock Exchange Limited for revocation of suspension of trading. The management is pleased to inform that the Equity shares of the Company are now being traded at Bombay Stock Exchange Limited since October, 2009 as Bombay Stock Exchange Limited revoked suspension.

9. RELEASE OF LOCK IN OF PROMOTERS SHAREHOLDING:

One of the conditions stipulated by the Bombay Stock Exchange Limited at the time of revocation of suspension of trading of Equity shares of the Company was lock in of entire Promoters Shareholding up to 31st December, 2009 and the same was released from lock in from 1stt January, 2010.

10. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL The ISIN No. allotted is INE617D01Q17.

11. PERSONNEL AND H. R. D.:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all ievels and other aspects of H. R. D.

12. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

13. GENERAL:

13.1 INSURANCE:

The Companys properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

13.2 PARTICULARS OF EMPLOYEES:

None of the employees of the Comppasv is drawing remuneration requiring disclosure of information under Section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

13.3 DEPOSITS:

At the end of the Financial Year there were no over due deposits.

14. AUDITORS:

The present Auditors of the Company M/s. Sunderii Gosar & Co., Chartered Accountants. Mumbai will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re-appointment under Section 224(1-B) of the Companies Act, 1956. The notes of Auditors on accounts are self-explanatory.

15. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure.

16. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers for their constant support and co-operation.

Your Directors also place on record their gratitude to the Banks, Financial Institutions and Government Departments for their confidence reposed in the Company.

for and on behalf of the Board,



Place : Jhagadia Prakash R. Vora Udayan D. Velvan

Date : 29th May, 2010. Managing Director Director