Saffron Industries Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

The Directors are pleased to present to you the Thirty-Second Annual Report of SAFFRON INDUSTRIES LIMITED (“the Company”) together with the Audited Financial Statement for the financial year ended on 31^st March 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

During the year under review, the Company registered a profit of Rs 2,80,87,519 before tax for the year ended 31^st March, 2025. A summary of the financial performance of the Company for the financial year ended 31^st March, 2025 is given below:

PARTICULARS	YEAR ENDED 31/03/2025	YEAR ENDED 31/03/2024
Revenue from Operations	6,32,14,674	16,19,50,583
Other Income	3,11,798	4,15,632
Total Revenue	6,35,26,472	16,23,66,215
Total Expenditure	3,54,38,953	18,12,82,214
Profit/loss before finance cost and depreciation	4,80,94,372	5,28,942
Finance cost	28,510	0
Depreciation	1,99,78,343	1,94,44,942
Profit/(Loss)Before Tax	2,80,87,519	(1,89,16,000)
Less: Taxes	-	-
Deferred tax charge	-	-

(credit)
Profit/(Loss)After Tax	2,80,87,519	(1,89,16,000)
Dividend proposed	-	-
Balance carried forward	2,80,87,519	(1,89,16,000)

Financial Statements of the Company for the financial year ended 31^st March, 2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

Total Net Profit Increased by 248.54 %, the same was Rs. 2,80,87,519 /- for the current FY 2024-25 as compared to Rs. (1,89,16,000) for the previous FY 2023-24.

2. TRANSFER TO ANY RESERVES:

The Company proposes to transfer a sum of ?.2,80,87,519/- to Reserve and Surplus during the financial year ended 31^st March, 2025.

3. DIVIDEND:

During the year under review, your Board does not recommend any dividend and wishes to plough back the profits.

4. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

During the year under review, the Company has not declared any dividend. Accordingly, there were no unclaimed or unpaid dividends or shares liable to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of the Companies Act, 2013 and the rules made thereunder.

5. STATE OF THE COMPANY’S AFFAIR:

The Company is engaged in the business of real estate development, including residential, commercial, and mixed-use projects. The real estate sector witnessed growth during the year, supported by improved buyer sentiment, stable interest rates, and continued demand for quality housing and commercial spaces.

The aforesaid change took place in the nature of the business of the Company during the year under review.

6. ANNUAL RETURN:

The Annual Return of the Company as on 31^st March, 2024, in the Form MGT-7 in accordance with Section 92(3) and 134(3)(9) of the Act as amended from time to time

and the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://www.saffronindustries.in/?page id=2106

7. MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes or commitments affecting the financial position of the Company between 31^st March, 2025 to which this financial statement relates and the date of this report.

8. DETAILS OF SUBSIDIARY, JOINT VENTURE, OR ASSOCIATE COMPANIES:

During the year under review, the Company does not have any Subsidiary Company/Joint Venture/Associate Company.

9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: DIRECTORS:> Appointment and Cessation:

During the financial year, the Company mourned the loss of Mr. Vinod Ramgopal Maheshwari, who served as Chairman and Director until his untimely passing on 12^th August, 2024. The Board respectfully acknowledges and records its profound appreciation for his exemplary leadership, unwavering dedication, and invaluable contributions throughout his tenure.

Further during the year, Mr. Nimish Vinod Maheshwari was appointed as an Additional Director effective 13 ^th August, 2024. His appointment was made to address the casual vacancy arising from Mr. Vinod Ramgopal Maheshwari’s demise. However, due to other professional commitments, Mr. Nimish Vinod Maheshwari tendered his resignation from the position, effective 28^th August, 2024. The Board duly noted his departure and expressed its sincere gratitude for his brief yet meaningful association with the Company.

The present Directors of the Company are as below:

SR. NO.	NAME OF THE DIRECTORS	DIN	DESIGNATION
1	Shri. Manoj Rameshwar Sinha	07564967	Whole Time Director
2	Smt. Shriranga Vinod Maheshwari	00341404	Non- Executive Director
3	Shri. Shekhar Madhav Chandle	09548031	Independent Director

4

Mr. Thomas George David

09422487

Independent Director

> Retirement by Rotation:

In accordance with the provision of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Smt. Shriranga Vinod Maheshwari (DIN: 00341404), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends her reappointment.

Brief details of Smt. Shriranga Vinod Maheshwari are given in the Notice of ensuing AGM.

KEY MANAGERIAL PERSONAL:> During the financial year:

Mr. Mahesh Bhanarkar, who served as the Company Secretary and Compliance Officer, tendered his resignation effective 10^th December, 2024. The Board formally acknowledges and places on record its sincere appreciation for his dedicated service and valuable contributions during his tenure.

Following his departure, Mrs. Mohita Ramsariya was appointed as the Company Secretary and Compliance Officer of the Company, with effect from 11^th January, 2025.

> After end of the financial year:

Mrs. Mohita Ramsariya tendered her resignation from the position of Company Secretary and Compliance Officer, effective 15^th April, 2025 citing personal reasons. The Board duly noted her departure and expressed its appreciation for her service during her tenure.

Subsequently, Ms. Arti Murlidhar Hemnani was appointed as the Company Secretary and Compliance Officer of the Company, effective 26^th June, 2025. She currently continues to serve in this capacity.

The present KMP of the Company are as below:

SR. NO.	NAME OF THE KEY MANAGERIAL PERSONNEL	DESIGNATION
1	Shri. Manoj Rameshwar Sinha	Whole Time Director

2	Shri Anil Bajpai	Chief Financial Officer
3	Ms. Arti Murlidhar Hemnani	Company Secretary & Compliance Officer

10. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declaration of independence, stating that:

a) They continue to fulfil the criteria of independence provided in Section 149 (6) of the Act along with Rules framed thereunder and Regulation 16(1)(b); and

b) There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct. In terms of Section 150 of the Act and Rules framed thereunder, the Independent Directors have also confirmed their registration (including renewal of applicable tenure) and compliance of the online proficiency self- assessment test (unless exempted) with the Indian Institute of Corporate Affairs (IICA).

The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

11. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS:

The Company has duly followed the applicable Secretarial standards, relating to Meeting of the Board of Directors (SS-1) and General Meeting (SS-2), issued by the Institute of Company Secretaries of India (ICSI).

12. BOARD MEETINGS:

During the year under review, the Board convened meetings nine times to deliberate on key matters concerning the Company’s operations and strategic direction. The attendance record of each Director at these Board Meetings is detailed below:

The intervening gap between the two consecutive Board Meetings was within the prescribed period of 120 days as specified under the provisions of Section 173 of the Act and the Listing Regulations.

13. COMMITTEES OF THE BOARDa) AUDIT COMMITTEE

The composition of the Audit Committee and terms of reference are in compliance with the provisions of Section 177 of the Act. All members of the Committee are financially literate and have accounting or related financial management expertise.

The Terms of reference broadly includes the following:

I. the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

II. review and monitor the auditor’s independence and performance, and effectiveness of audit process;

III. examination of the financial statement and the auditors’ report thereon;

IV. approval or any subsequent modification of transactions of the company with related parties;

V. scrutiny of inter-corporate loans and investments;

VI. valuation of undertakings or assets of the company, wherever it is necessary;

VII. evaluation of internal financial controls and risk management systems;

VIII. monitoring the end use of funds raised through public offers and related matters. The Terms of reference of the Committee can be accessed at https://www.saffronindustries.in/?page id=1867

The Audit Committee consists of the following members:

At the commencement of the financial year 2024-2025, the Audit Committee was constituted with Mr. Thomas David serving as Chairman, Shri. Vinod Maheshwari and Shri. Shekhar Chandle as its esteemed members.

All recommendations put forth by the Audit Committee during the year under review were duly accepted by the Board of Directors, reflecting strong alignment and governance.

b) NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee and terms of reference are in compliance with the provisions of Section 178 of the Act.

The salient features of the policy and changes therein, if any, along with the web address of the policy, is https://www.saffronindustries.in/?page id=1869

The Nomination and Remuneration Policy of the Company contain the guidelines on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3).

The Nomination and Remuneration Committee consists of the following members:

At the beginning of financial year 2024-2025, Nomination and Remuneration Committee was comprised of Mr. Thomas David as Chairman, Shri Vinod Maheshwari and Shri Shekhar Chandle as members.

NO.
1	Mr. Thomas George David	Independent Director (Chairman)
2	Shri. Shekhar Madhav Chandle	Independent Director (Member)
3	Shri. Manoj Rameshwar Sinha	Whole-time director (Member)

During the year under review, the Nomination and Remuneration Committee met two times; Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year under review:

SR. NO.	DATE OF MEETING	TOTAL NO OF MEMBERS ON DATE OF MEETING	ATTENDANCE
			No. of Members attended	% of Attendance
1.	13-08-2024	3	2	66.67
2.	11-01-2025	3	3	100

c) STAKEHOLDERS RELATIONSHIP COMMITTEE

At the beginning of financial year 2024-2025 Stakeholders Relationship Committee was comprised of Shri. Vinod Maheshwari as Chairman, Mr. Thomas David and Shri. Manoj Sinha as members.

The salient features of the policy and changes therein, if any, along with the web of the policy, is https://www.saffronindustries.in/?page id=1871.

Following the unfortunate demise of Shri. Vinod Maheshwari, the Committee was as follows:

SR. NO.	NAME OF DIRECTOR	DESIGNATION
1	Mr. Thomas George David	Independent Director (chairman)
2	Shri. Shekhar Madhav Chandle	Independent Director (Member)
3	Shri. Manoj Rameshwar Sinha	Whole-time director (Member)

During the year under review, the Stakeholders Relationship Committee met four times; Following is the detail of the attendance of each of the members of the Stakeholders Relationship Committee at its Meeting held during the year under review:

SR. NO.	DATE OF MEETING	TOTAL NO OF MEMBERS ON DATE OF MEETING	ATTENDANCE
			No. of Members	% of Attendance

14. DIRECTOR’S RESPONSIBILITY STATEMENT:

As required under Section 134 of the Act (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), the Directors of the Company state that:

a) in the preparation of the annual accounts for the financial year ended 31^st March 2025, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2025 and of its profit and loss for the financial year ended on that date;

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

d) the Director have prepared the annual accounts for the financial year 2024-25 on a ‘going concern’ basis;

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

f) the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

15. MAINTENANCE OF COST RECORDS:

The relevant provisions of the Companies Act, 2013 in respect of the appointment of Cost Auditors and maintenance of Cost Records were not applicable to the company for the Financial Year 2024-25.

16. CAPITAL STRUCTURE:

During the year under review, there is no change in the paid-up share capital of the Company which stands at Rs.7,18,52,000/- (Rupees Seven Crore Eighteen Lakh Fifty-Two Thousand Only) comprising of fully paid up 71,85,200 (Seventy-One Lakh Eighty-Five Thousand Two Hundred) equity shares of Rs.10/- (Rupee Ten) each. The Company has not issued any share with differential voting rights. Similarly, during the year under review, the Company has not issued any sweat equity shares or employee stock options.

As on 31^st March, 2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company. The Company has not bought back any of its securities during the year under review. No bonus shares were issued during the year under review.

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

During the year under review, your Company has not given any loan or guarantee in terms of the provisions of section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014.

The details of investments made in terms of section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are detailed in the financial statements.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013:

Transaction with related parties were conducted in a transparent manner in the best interest of the Company and Stakeholders. All the transactions entered into with the related parties during the year under review were in the ordinary course of business and on an arm’s length basis.

Pursuant to the provisions of Section 134(3)(h) of the Act, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act and prescribed in Form AOC-2 of Companies (Accounts) Rules, 2014, is annexed to this Report as “Annexure-C”.

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

The information pertaining to the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and outgo as required under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in “Annexure-D”.

20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The company has laid down a well-defined risk management policy covering risk mapping, trend analysis, risk exposure, political impact and risk mitigation process. Periodic assessment is carried out to identify risk areas and management is informed in advance on the risks so that the company can control the risk through a properly defined plan. Risks are classified as financial risk, operational risk and market risk. The risks are considered while preparing the annual business plan for the year. The Board is also informed from time to time about business risks and the actions taken to manage them.

21. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company and hence, your Company is not required to adopt the CSR Policy or constitute CSR Committee during the year under review.

22. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE:

During the year under review, the Company has not received any significant orders/ material orders passed by any of Regulators/ Courts/ Tribunals impacting the going concern status of the Company and its operations in future.

23. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Company in accordance with the provisions of Section 177 (9) of the Act has established a robust Vigil Mechanism Policy for Directors and employees to report genuine concerns to the management viz, instances of unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy and assist the Audit Committee. The Directors and employees are encouraged to come forward and express his/her concern(s) without fear of punishment or unfair treatment.

The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the website at https://www.saffronindustries.in/?page id=2102

24. DEPOSITS:

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 (‘the Act’) and the Companies (Acceptance of Deposits) Rules, 2014.

There are no unclaimed deposits, unclaimed/ unpaid interest refunds due to the deposit holders or to be deposited with the Investor Education and Protection Fund as on 31^st March, 2025.

25. UNSECURED LOAN FROM DIRECTORS:

During the year under review, the Company has accepted an unsecured loan from the Directors or their relatives, who have provided a declaration in writing to that effect that the amount is not been given out of funds acquired by him by borrowing or accepting loans or deposits from others.

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

As per the provisions of Section 178(3) of the Act, on the recommendation of the Nomination & Remuneration Committee of the Company, the Board of Directors had approved a Policy that lays down a framework in relation to appointment and

remuneration of Directors, Key Managerial Personnel and the other employees and their remuneration.

The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to Directors, Key Managerial Personnel, and other employees. The policy also provides the criteria for determining qualifications, positive attributes, and Independence of the Director and criteria for appointment of Key Managerial Personnel / Senior Management while making the selection of the candidates. Pursuant to Section 134(3) of the Act, the Nomination and Remuneration Policy of the Company is available on the website of the Company at https://www.saffronindustries.in/?page id=2102

27. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Companies Act, 2013 and is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013.

The statement giving details of names of the top ten employees in terms of remuneration drawn and the name of every employee who was in receipt of remuneration exceeding the limits specified under Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is Not Applicable to the Company

28. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the company and its minority shareholder etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the NonIndependent Director was carried out by the Independent Directors.

29. REGISTRAR AND SHARE TRANSFER AGENT:

During the year under review, M/s. Adroit Corporate Services Private Limited was the Registrar and Transfer Agent of the Company.

30. DETAILS OF EMPLOYEE STOCK OPTIONS:

The Company does not have any Employee Stock Option Scheme/ Plan.

31. STATUTORY AUDITORS:

The Board of Directors at its meeting held on 30^th August 2025, proposed the appointment of M/s Jagdish Khatri & Associates, Chartered Accountant (Firm Registration No: 156251W) as the Statutory Auditors of the Company for a period of five years, from the conclusion of the 32^nd Annual General Meeting until the conclusion of the 37^th Annual General Meeting of the Company, subject to the approval of shareholder in upcoming Annual General Meeting.

The Statutory Auditors have confirmed that they satisfy the Independence criteria required under the Companies Act, 2013 and Code of Ethics issued by the Institute of Chartered Accountants of India and also confirm that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditor.

32. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the Company, proposed the appointment of M/s, Avinash Gandhewar and Associates, Practicing Company Secretaries (ACS No.-11197 and Certificate of Practice Number:16490), as the Secretarial Auditor of the Company for a term of five consecutive financial years from 2025-26 to 2029-30 subject to the approval of the members of the Company at the forthcoming AGM, based on consent received from them.

The Secretarial Audit Report for the financial year 2024-25 under the Act read with the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is set out in “Annexure-E” to this report.

33. EXPLANATIONS / COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR AND COMPANY SECRETARY IN THE AUDIT REPORTS:

> Auditor’s Remarks:

There is no qualification or adverse remark or disclaimer in the Auditor’s Report which require any clarification/explanation. The Notes on financial statements are self-explanatory and need no further explanation.

> Secretarial Auditor’s remarks:

The qualifications, reservations, adverse remark or disclaimer in Auditors Report along with Directors’ comments are as follows:

1. The promoters’ shareholding has not yet been fully dematerialized. The promoters have confirmed that the dematerialization process is currently underway. However, due to technical issues at the depository, the process has been delayed.

The promoters are actively working to resolve these issues, and it is expected that the dematerialization will be completed shortly.

2. It was observed that the Company purchased the Structured Digital Database (SDD) software according to regulation 3(5) and 3(6) of securities and exchange board of India (prohibition of insider trading) regulation, 2015 (PIT regulation) on 23^rd may, 2025, subsequent to the year ended 31^st march, 2025. Prior to the said date, all unpublished price sensitive information (UPSI) records were maintained in excel format with requisite time stamps.

3. The Authorised Share Capital of the Company is Rs. 7,80,00,000; however, it has been erroneously reflected as Rs. 78,00,00,000 in the Master Data on the website of Ministry of Corporate Affairs (MCA).

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

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. As part of its commitment to ethical practices and good corporate governance, the Company has voluntarily adopted a framework for individuals to seek recourse and redressal in instances of sexual harassment, even though it is not legally mandated to comply with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act).

During the year under review, no complaint pertaining to sexual harassment at workplace has been received by the Company.

35. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

36. DOWNSTREAM INVESTMENT:

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.

37. INTERNAL AUDIT:

At the beginning of each financial year, an audit plan is rolled out with approval of the Company’s Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations.

Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

38. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

The Company has an adequate system of Internal Financial Control commensurate with its size and scale of operations, procedures and policies, ensuring efficient and orderly conduct of its business, including adherence to the Company’s policy, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has adequate Internal Financial Control System that is operating effectively during the year under review.

There were no instances of fraud which necessitates reporting of material mis-statement to the Company’s operations.

39. REPORTING OF FRAUDS:

During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under sub-section (12) of Section 143 of the Act.

40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review and till date of this Report, the Company has neither made any application against anyone nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.

41. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company has neither availed any loan from banks or financial institution and hence there is no application being ever made for One Time Settlement (OTS) with any banks or financial institution.

42. ACKNOWLEDGEMENT

The Board of Directors places on record its gratitude to the government and regulatory authorities, correspondent banks, for their support. The Board acknowledges the support of the shareholders and also places on record its sincere thanks to its valued client for its continued patronage. The Board also appreciates to all employees of the Company for their sincere work and commitment.

---

Mar 31, 2024

Your Directors are pleased to present the Thirty-First Annual Report of the company together
with the Audited Financial Statements for the financial year ended on 31^st March, 2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The Company’s financial performance for the year ended 31^st March 2024 is summarized below:-

(Amount in Rs. Hundreds)

PARTICULARS	Year Ended	Year Ended
	31/03/2024	31/03/2023
Revenue from operations	16,19,505.83	17,01,735.50
Other income	4,156.32	2,233.79
Total Income	16,23,662.15	17,03,969.29
Profit/loss before finance cost and depreciation	5289.42	42,287.35
Finance cost	0.00	0.00
Depreciation	1,94,449.42	1,92,626.30
Profit before tax and exceptional item	(1,89,160.00)	(1,50,338.95)
Exceptional item	0.00	0.00
Profit before tax	(1,89,160.00)	(1,50,338.95)
Profit after tax	(1,89,160.00)	(1,50,338.95)
Prior period adjustments (Income tax)	0.00	0.00
Profit/loss for the year	(1,89,160.00)	(1,50,338.95)
Balance carried forward	(1,89,160.00)	(1,50,338.95)

2. REVIEW OF OPERATIONS

In the past year, your company''s sales turnover decreased slightly to Rs. 16.19 crores, compared to
Rs. 17.02 crores in the previous financial year, resulting in a decline in revenue by approximately
Rs. 82 lakhs.

The company incurred a loss of Rs. 1.89 crores, compared to a loss of Rs. 1.50 crores in the
previous financial year.

Efforts are being made to reduce overall costs, explore new investment opportunities, and secure
better prices for the company''s products in the market.

3. DIVIDEND AND TRANSFER TO RESERVES:

During the year under review, the Board does not recommend any dividend for the year ended 31^st
March, 2024. The Company has transferred loss of Rs. 1.89 Crore to its reserves during the
financial year.

4. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business carried on by the company during the year under
review.

5. MATERIAL CHANGE AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the company occurred
between 31^st March, 2024 and the date of this report.

6. SHARE CAPITAL:

During the year under review, there is no change in the paid-up share capital of the Company
which stands at Rs.7,18,52,000/- (Rupees Seven Crore Eighteen Lakh Fifty Two Thousand Only)
comprising of fully paid up 71,85,200 (Seventy-One Lakh Eighty Five Thousand Two Hundred)
equity shares of Rs.10/- (Rupee Ten) each. The Company has not issued any share with differential
voting rights. Similarly, during the year under review, the Company has not issued any sweat
equity shares or employee stock options. As on March 31, 2024, none of the Directors of the
Company hold instruments convertible into equity shares of the Company. The Company has not
bought back any of its securities during the year under review. No bonus shares were issued during
the year under review.

7. CREDIT RATING OF SECURITIES

The company has not obtained any credit rating of its securities.

8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS:

> Appointment and Cessation

During the year under review, there was no appointment or cessation of any Director.

However, Shri Vinod Ramgopal Maheshwari’s directorship ceased with effect from 12^th August
2024 due to his sad demise.

Subsequently, Shri Nimish Vinod Maheshwari was appointed as an Additional Director on the
Board of the Company with effect from 13^th August 2024 to fill the vacancy created by the demise
of Shri Vinod Ramgopal Maheshwari. However, Shri Nimish Vinod Maheshwari tendered his
resignation from the post of Additional Director on 28^th August 2024 due to his other professional
commitments.

> Retirement by Rotation:

In accordance with the provision of Section 152 of the Companies Act 2013 read with
Companies (Management & Administration) Rules, 2014 and Articles of Association of the
Company, Smt.Shriranga Vinod Maheshwari (DIN: 00341404), Director of the Company is
liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has
offered herself for re-appointment. The Board recommends her reappointment.

Brief details of Smt.Shriranga Vinod Maheshwari is given in the Notice of ensuing AGM.

The present Directors of the Company are as below:

Sr.No.	Name of the Directors	DIN	Designation
1	Shri Manoj Rameshwar Sinha	07564967	Whole Time Director
2	Smt Shriranga Vinod Maheshwari	00341404	Director
3	Shri Shekhar Madhav Chandle	09548031	Independent Director
4	Mr. Thomas George David	09422487	Independent Director

None of the Directors of the Company was disqualified to hold the office of Directorship
according to Section 164 of the Companies Act, 2013.

KEY MANAGERIAL PERSONAL:

During the year under review, Shri Milind V. Gahankar resigned from the office of Chief Financial
Officer of the Company with effect from 7^th November 2023. Shri Anil Bajpai has been appointed
as Chief Financial Officer of the Company with effect from 13^th February 2024.

Except as stated above, there were no other changes in the key managerial personnel of the
Company during the year under review.

The present KMP of the Company are as below:

S. N.	Name of the Key Managerial Personnel	Designation
1	Shri Manoj Rameshwar Sinha	Whole Time Director
2	Shri Anil Bajpai	Chief Financial Officer

3

Shri Mahesh C. Bhanarkar

Company Secretary & Compliance Officer

9. DECLARATION BY INDEPENDENT DIRECTORS

In terms of the provisions of section 149 of the Act and the Listing Regulations, 2015, the
independent directors on the Board of your Company as on the date of this report are Mr. Thomas
George David and Mr. Shekhar Madhav Chandle.

The Company has received declaration pursuant to section 149(7) of the Act and regulation 25 of
the Listing Regulations, 2015 from all the independent directors stating that they meet the criteria
of independence as provided in section 149(6) of the Act.

The independent directors have also confirmed compliance with the provisions of section 150 of
the Act read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules,
2014, relating to inclusion of their name in the independent director’s databank of the Indian
Institute of Corporate Affairs.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as
well as the Rules made thereunder read with the Listing Regulations, 2015 and have complied with
the code for independent directors prescribed in Schedule IV to the Act.

10. BOARD MEETINGS

During the financial year 2023-24, the Board met 6 (Six) times on following dates:

27^th May 2023, 12^th August 2023, 7^th September 2023, 7^th November 2023, 7^th February 2024 and
13^th February 2024.

11. AUDIT COMMITTEE

As on the closing of Financial Year 2023-24 the Audit Committee was comprised of Mr. Thomas
David as Chairman and Shri Vinod Maheshwari and Shri Shrikant Chandle as members.

However, after the demise of Shri Vinod Maheshwari, the committee reconstituted as follows:
Mr.Thomas David as Chairman and Shri Manoj Sinha and Shri Shrikant Chandle as members.

During the financial year 2023-24, the Audit Committee met 4 (Four) times on following dates:

27^th May 2023, 12^th August 2023, 7^th November 2023, and 7^th February 2024.

12. NOMINATION AND REMUNERATION COMMITTEE AND POLICY

As on the closing of Financial Year 2023-24 the Nomination and Remuneration Committee was
comprised of Mr. Thomas David as Chairman and Shri Vinod Maheshwari & Shri Shrikant
Chandle as members.

However, after the demise of Shri Vinod Maheshwari, the committee reconstituted as follows:
Mr. Thomas David as Chairman and Smt Shriranga Maheshwari and Shri Shrikant Chandle as
members.

During the financial year 2023-24, the Nomination and Remuneration Committee met once on
13^th February 2024.

A policy on directors’ appointment and remuneration is annexed as Annexure - A.

13. STAKEHOLDERS RELATIONSHIP COMMITTEE

As on the closing of Financial Year 2023-24, the Stakeholders Relationship Committee is
comprised of Shri Vinod Maheshwari as Chairman and Shri Thomas David and Shri Manoj Sinha
as members.

However, after the demise of Shri Vinod Maheshwari, the committee reconstituted as follows:
Mr.Thomas David as Chairman and Shri Manoj Sinha and Shri Shrikant Chandle as members.

During the financial year 2023-24, the Stakeholders Relationship Committee met 4 (Four) times on
following dates:

27^th May 2023, 12^th August 2023, 7^th November 2023, and 7^th February 2024.

14. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required for the reporting period to constitute a Corporate Social
Responsibility Committee as it does not fall within the purview of Section 135(1) of the
Companies Act, 2013 and it is also not required to formulate policy on corporate social
responsibility.

15. ANNUAL EVALUATION OF BOARD’S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual
evaluation of its own performance, the directors individually as well as the evaluation of the
working of its Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Board’s functioning such as adequacy of the composition
of the Board and its Committees, Board culture, execution and performance of specific duties,
obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors who were
evaluated on parameters such as level of engagement and contribution, independence of judgement,
safeguarding the interest of the company and its minority shareholder etc. The performance
evaluation of the Independent Directors was carried out by the entire Board. The performance
evaluation of the Chairman and the Non-Independent Director was carried out by the Independent
Directors.

16. REMUNERATION OF DIRECTORS AND EMPLOYEES

Details as required under the provisions of section 197(12) of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended,
containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of
employees and percentage increase in the median remuneration are annexed to this Directors’
Report as ‘Annexure B’.

Further, a statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in a separate annexure forming part of this report. In terms of the provisions of section
136 of the Act, the report is being sent to the members excluding the aforesaid statement. This
statement will be made available by email to members of the Company seeking such information.
The members can send an email to [email protected] It shall also be kept open for
inspection by any member at the registered office of the Company during business hours.

17. CORPORATE GOVERNANCE - DISCLOSURE PURSUANT TO SCHEDULE V OF
THE COMPANIES ACT, 2013

Shri. Manoj Sinha was paid remuneration of Rs. 7.20/- lakhs during FY 2023-24, he is not entitled
to any benefits, stock options, incentives, pension, etc. The company has entered into a service
contract with him; the notice period is one month and no severance fees shall be paid to him.
Apart from this, no other director is paid remuneration.

18. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of compliance systems established and maintained by the Company, the
work performed by the Statutory Auditors, and the review performed by the management, the
Board believes that the Company’s compliance systems were adequate and operating effectively
during the financial year 2023-24. Accordingly, pursuant to sections 134(3)(C) and 134 (5) of the
Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm
that:

i) in the preparation of the annual accounts for the financial year ended on 31^st March 2024,
the applicable accounting standards have been followed and that there were no material
departures;

ii) 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 the end of the financial year 31^st March 2024 and
of the loss of the Company for the year under review;

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

iv) the directors had prepared the annual accounts for the year ended 31^st March 2024 on a
“going concern” basis;

v) the directors had laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and were operating effectively;

vi) the directors had devised proper systems to ensure compliance with the provision of all
applicable laws and that systems were adequate and operating effectively.

19. INTERNAL FINANCIAL CONTROL

Your Company has designed and implemented a process-driven framework for Internal Financial
Controls (IFC) over financial reporting through policies, procedures and guidelines. For the year
ended on March 31, 2024, the Board believes that the Company has sound IFC commensurate with
the size, scale and complexity of its business operations. The IFC operates effectively and no
material weakness exists. The Company has a process in place to continuously monitor the same
and identify gaps, if any, and implement new and/ or improved controls whenever the effect of
such gaps would have a material effect on the Company’s operations.

20. INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY

The company does not have any subsidiary, joint venture or associate company as defined under
the Companies Act, 2013. Thus Form AOC-1 is not annexed to this report.

21. DEPOSITS

The Company has not accepted any deposits from the public falling within the ambit of Section 73
of the Companies Act, 2013 (‘the Act’) and the Companies (Acceptance of Deposits) Rules, 2014.
There are no unclaimed deposits, unclaimed/ unpaid interest refunds due to the deposit holders or
to be deposited with the Investor Education and Protection Fund as on March 31, 2024.

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, your Company has not given any loan or guarantee in terms of the
provisions of section 186 of the Act read with the Companies (Meetings of Board and its Powers)
Rules, 2014.

The details of investments made in terms of section 186 of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014 are detailed in the financial statements.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has in place a robust process for approval of related party transactions and on
dealing with related parties.

All contracts/arrangements/transactions entered into by the Company during FY2023-24 with
related parties were in compliance with the applicable provisions of the Act, the Listing
Regulations, 2015 and as per the Company’s policy on dealing with related party transactions.
Prior omnibus approval of the Audit Committee is obtained for all related party transactions,
which are foreseen and of repetitive nature.

All related party transactions entered into during FY2023-24 were in the ordinary course of
business and on arm’s length basis. The details of material related party transactions as required
under provisions of section 134(3) (h) of the Act read with rule 8 of the Companies (Accounts)
Rules, 2014 are provided in Form AOC-2, which is annexed to this Directors’ Report as Annexure
- C.

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

The information and details relating to conservation of energy, technology absorption and foreign
exchange outgo is mentioned in the Annexure - D to this Report.

25. RISK MANAGEMENT POLICY

The company has laid down a well-defined risk management policy covering risk mapping, trend
analysis, risk exposure, political impact and risk mitigation process. Periodic assessment is carried
out to identify risk areas and management is informed in advance on the risks so that the company
can control the risk through a properly defined plan. Risks are classified as financial risk,
operational risk and market risk. The risks are taken into account while preparing the annual
business plan for the year. The Board is also informed from time to time about business risks and
the actions taken to manage them.

26. VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for
directors and employees in conformation with Section 177 (9) of the Act and Regulation 22 of SEBI
Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the
Company’s website at https://www.saffronindustries.in/wp-content/uploads/2021/05/Vigil-
Mechanism.pdf

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE :

During the year under review, there were no significant and material orders passed by the
regulators, courts or tribunals which impacted the Company’s going concern status and its
operations in future.

28. STATUTORY AUDITORS AND THEIR REPORT

The Statutory Auditor of the Company M/s. Utsav Sumit & Associates, Chartered Accountants,
Nagpur, had tendered their resignation due to preoccupation, with effect from 4th July 2024.

The Board, in their Board meeting dated 26^th July 2024, had appointed M/s. Jagdish Khatri &
Associates, Chartered Accountants (FRN: 156251W), as Statutory Auditor to fill the vacancy
created due to the resignation of M/ s. Utsav Sumit & Associates, Chartered Accountants, Nagpur,
to hold office until the conclusion of the 32nd Annual General Meeting.

There is no qualification or adverse remarks in the Auditor’s Report which require any
clarification/explanation. The Notes on financial statements are self-explanatory and need no
further explanation.

29. SECRETARIAL AUDITOR AND THEIR REPORT

The Company had appointed M/s. Vaibhav Netke & Associates LLP, Practicing Company
Secretaries, Nagpur as Secretarial Auditor of the company to conduct the secretarial audit for the
financial year ended on 31^st March 2024. The secretarial auditor had submitted a secretarial audit
report in Form MR-3 under Section 204 of the Companies Act, 2013 for the financial year 2023-24
which is attached as Annexure - E and forms part of this report.

The clarifications/explanation on the qualifications/adverse remarks in the Secretarial Auditors
Report are as follows:

1. The Promoters’ shareholding is not fully dematerialized; however they have assured that they
are under process to comply the same; Dematerialization is under process and due to some
technical glitches at Depository it is being delayed and we are hopeful the issues will be resolved very
soon.

2. The Company has been declared sick u/s 3(1) (o) of Sick Industrial Companies (Special
Provisions) Act, 1985 by the Board for Industrial and Financial Reconstruction, vide their
order dated 13.09.2013; - There is no further development/order passed by the said board after
such declaration.

30. COST AUDITOR & COST RECORDS

The relevant provisions of the Companies Act, 2013 in respect of the appointment of Cost
Auditors and maintenance of Cost Records were not applicable to the company for the Financial
Year 2023-24.

31. DETAILS REGARDING FRAUDS REPORTED BY AUDITORS UNDER SECTION
143(12) OF THE ACT

In terms of the provisions of section 143(12) of the Act read with rule 13 of the Companies (Audit
and Auditors) Rules, 2014, during the year under review, the auditors have not reported any fraud
to the Audit Committee or to the Board and therefore, no details pursuant to the provisions of
section 134(3)(ca) of the Act are required to be disclosed.

32. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the requirements prescribed under the Secretarial Standards on
Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

33. ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, the annual return for FY2023-24, which will be filed with Registrar
of Companies/MCA, is uploaded on the Company’s website and can be accessed at -
www.saffronindustries.in.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis as required under Schedule V of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, attached as Annexure - F.

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

The Company has zero tolerance for sexual harassment in the workplace and has adopted a policy
against sexual harassment at the workplace in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there
under. The Policy aims to provide protection to employees at the workplace and prevent and
redress complaints of sexual harassment and for matters connected or incidental thereto, intending

to provide a safe working environment, where employees feel secure. The Company has also
constituted an Internal Complaints Committee to inquire about sexual harassment complaints and
recommend appropriate action.

The Company has not received any complaints regarding sexual harassment during the financial
year 2023-24.

36. NON-APPLICABILITY OF CERTAIN PROVISIONS OF SEBI (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Pursuant to the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, certain provisions of compliance with the corporate governance
as mentioned therein are not applicable to the company. Accordingly, the corporate governance
report is not required to be annexed to the Annual Report.

37. ACKNOWLEDGEMENTS:

Your Directors are pleased to place on record their sincere gratitude to the government authorities,
suppliers, customers and shareholders for their continued support and cooperation extended to the
company during the year.

Your Directors also express their deep appreciation for the sincere and devoted services rendered
during the year by the workers, staff and executives at all levels of operations of the Company.

Place: Nagpur For and on behalf of the Board

Date: 30/08/2024

Sd/- Sd/-

Shekhar M. Chandle Manoj R. Sinha

Director Whole Time Director

DIN: 09548031 DIN: 07564967

---

Mar 31, 2013

To the Members of SAFFRON INDUSTRIES LIMITED

The Directors have pleasure in presenting their Tewntieth Annual Report and Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

(RUPEES)

SALES AND OTHER INCOME 28,03,68,137

Profit/(Loss) before Finance Cost & Depreciation (1,52,33,655)

Less : Finance Cost 3,69,36,242

Depreciation 2,36,05,254

6,05,41,496

Profit/(Loss) Before Tax and Exceptional items (7,57,75,151)

Less: Provision For Taxation NIL

Profit/(Loss) after Tax (7,57,75,151)

Add : Prior Period Items (96,637)

Add: Exceptional Items NIL

Prior year adjustments 23,18,505

Profit /(Loss) for the Year (7,35,53,282)

Add: Profit/(Loss) Brought Forward from pervious year (3,83,11,451)

Balance carried forward (11,18,64,733)

REVIEW OF OPERATIONS:

During the year under review the Sales Turnover of your company was Rs. 27.95 Crore as against Sales Turnover of Rs. 24.23 Crore in the previous financial year. Due to increase in cost of material consumed and increase in other manufacturing expenses, the loss incurred during the year under review was Rs. 7.35 Crore as compared to loss Before tax and exceptional items of Rs. 6.78 Crore during the previous financial year.

Your company is trying to overcome losses by way of using various efforts to reduce the overall cost and to increase its sustainability by planning for better prospects of the company using various new avenues to avail the low cost raw material and by trying for better price gains for its products in the market and by continuing efforts for its growth as well.

FUTURE OUTLOOK:

In this scenario of high cost market, you will appreciate the hardship the company is facing. However, we are hopeful for a change in this scenario soon and also hope that the domestic paper market shall buoyant further, and also hopeful for better sales realisations and profitability, which will take care of company''s subsistence and growth in the market.

DIVIDEND:

In absence of profits the Directors have not recommended any dividend for the year under review.

DIRECTORS:

Shri Vinod Maheshwari, who retires by rotation and being eligible, offer himself for re-appointment.

AUDIT COMMITTEE:

The Company has already constituted an Audit Committee of its Board of Directors with specified terms of reference. Shri Vinay Pansari is the Chairman of the Audit Committee. Shri Vinod Maheshwari and Shri Anantrai Rawell are the other members of the Audit Committee.

DIRECTOR''S COMMENTS ON AUDITORS QUALIFICATION & ADVERSE REMARKS IN AUDITORS REPORT:

The Auditors has made qualifications and marked adversely in their Report in the Para iii) c), Para iii)d), Para ix) b) and Para xi) of clause 02 in respect of the Report under Companies (Auditors Report) Order, 2003.

The Directors comment on these qualifications and remarks as - the Management is engineering necessary funds to regularise the payment of dues/overdues to the concerned Bankers. Also Employees Provident Fund/Profession Tax and other Taxation Dues are going to be regularised shortly.

DEMATERIALISATION OF SHAREHOLDING:

The Company has already established electronic connectivity with both the depositories viz. National Depository Securities Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through its Registrar and Transfer Agent, M/s. Adroit Corporate Services Pvt. Ltd. As such, the shares of the Company are available for dematerialisation with both the Depositories.

LISTING OF SECURITIES:

The shares of the Company are presently listed on the Stock Exchange, Mumbai and the Stock Exchange, Ahmedabad.

CORPORATE GOVERNANCE:

Areporton corporate governance including Auditors'' Certificate on compliance with the conditions of corporate governance under clause 49 of the listing agreement, is appended to this report as Annexure "B"

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently, and have 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 as at 31 st March, 2013 and of the profits of the Company for the year ended 31 st March, 2013;

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

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

AUDITORS:

M/s. Khatri & Iyer, Chartered Accountants, Nagpur will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

COST AUDIT:

The Ministry of Company Affairs (MCA), GOi, Cost Audit Branch has issued a General Circular 15/2011 dated 11thApril2011whichamongstotherrequirementsforappointmentofCostAuditor mandates the company to disclose full particulars of its Cost Auditors and also requires the company to disclose the due date and actual date of filing of Cost Audit Report by the Cost Auditors with the MCA for each relevant financial year in its Annual Report.

According to the above Circular of MCA the company would like to inform to its members that The Board of Directors has appointed M/s Manisha & Associates, Cost Accountants, Nagpur, as the CostAuditors of the company for the financial year ending on 31st March 2013, in place of M/s Shriram & Company, Nagpur, the former CostAuditors of the company.

The due date for filing of Cost Audit Report for the financial year ending 31 st March 2012 (previous financial year) was 31st January 2013.

The CostAudit Report in respect of financial year ending 31st March 2012 was actually filed by the Cost Auditors on 29th January 2013.

Further to inform that the CostAudit Report for the financial year ending on 31 st March 2013 shall be submitted by the Cost Auditors of the Company to the Ministry of Corporate Affairs Government of India.

PARTICULARS OF EMPLOYEES:

None of the employees were in receipt of remuneration of Rs. 5,00,000/-or more per month (as amended by the Companies (Particulars of Employees) Amendment Rules, 2011) during the year. Therefore the particulars of employees as required under the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975are not furnished.

OTHER PARTICULARS:

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956'' read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto (Annexure A'') and forms part of this report.

ACKNOWLEDGEMENTS:

Your Directors are pleased to place on record their sincere gratitude to the State Bank of India, Government Authorities, Suppliers, Customers and Shareholders for their continued support and co-operation extended to the Company during the year.

Your Directors also express their deep appreciation for the sincere and devoted services rendered during the year by the workers, staff and executives at all levels of operations of the Company.

For and on behalf of the Board,

Place: Nagpur Vinod Maheshwari

Date : August 14, 2013 Chairman

---

Mar 31, 2012

To The Members of ''SAFFRON INDUSTRIES LIMITED (Formerly -known as ''MADHYADESH PAPERS LIMITED'')

The Directors have pleasure in presenting their Nineteenth Annual Report and Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

(RUPEES)

SALES AND OTHER INCOME 24,30,75,710

Profit/(Loss) before Finance Cost & Depreciation (57,30,710)

Less : Finance Cost 4,08,78,150

Deprecation 2,40,55,970

6,49,34,120

Profit/(Loss) Before Tax (7,06,64,830)

Less : Provision For Taxation NIL

Profit/(Loss) after Tax (7,06,64,830)

Add : Prior Period Items NIL

Add: Exceptional Items 3,23,53,370

Profit/(Loss) for the year (3,83,11,460)

Add: Profit/(Loss) Brought Forward from previous year (5,85,05,840)

Balance carried forward (9,68,17,300)

REVIEW OF OPERATIONS :

During the year under review the Sales Turnover of your company was Rs. 24.30 Crore as against Sales Turnover of Rs. 25.99 Crore in the previous year. The scarcity and high cost of the raw material and other market factors in respect of cost of production has affected the scope of profit margin for the company. However, the loss during the Financial Year 2011-12 has reduced to Rs. 3.83 Crore as compared to loss of Rs. 6.39 Crore during the previous financial year.

Your company is trying to overcome losses by way of using various efforts to reduce the overall cost and to increase its sustainability by planning for better prospects of the company using various new avenues to avail the low cost raw material and by trying for better price gains for its products in the market and by continuing efforts for its growth as well.

FUTURE OUTLOOK:

In this scenario of hiqh cost market, you will appreciate the hardship the company is facing. However, We are hopeful for a change in this scenario soon and also hope that the domestic paper market shall buoyant further, and also hopeful for better sales realisation and profitability, which will take care of company''s subsistence and growth in the market.

DIVIDEND:

In absence of profits the Directors have not recommended any dividend for the year under review.

DIRECTORS:

Shri Vinay Pansari, who retires by rotation and being eligible, offer himself for re-appointment.

AUDIT COMMITTEE:

The comoanv has already constituted an Audit Committee of its Board of Directors with specified Sms Vinay Pansari is the Chairman of the Audit Committee. Shn Vmod Maheshwari and Shri Anantrai Rawell are the other members of the Audit Committee.

DIRECTOR''S COMMENTS ON AUDITORS QUALIFICATION & ADVERSE REMARKS IN AUDITORS REPORT:

The Auditors has made qualifications and marked adversely in the clause 7(iii)(c) & (d) Clause 7(ixKa) & (b) 7%™Rs.Auditors Report accompanied with the Balance Sheet and Profit & Loss Account for the year under review.

The Directors comment on these qualifications and remarks as -the Management is engineering necessary funds to regularize the payment of dues/overdoes to the concerned Bankers. Also Employees Provident Fund/Profession Tax and other Taxation Dues are going to be regulansed shortly.

DEMATER1ALISAT10N OF SHAREHOLDING:

The Company has already established electronic connectivity with both the depositories vfc Natal name positron Securities Limited (NSDL) and Central Depository fences (India) Limited (CDSL) through its Registrar and Transfer Agent, M/s. Adroit Corporate Services Pvt. Ltd. As such the shares ofhe Company are available for dematerialization with both the Depositions.

LISTING OF SECURITIES:

The shares of the Company are presently listed on the Stock Exchange, Mumbai and the Stock Exchange, Ahmedabad.

CORPORATE GOVERNANCE:

A report on corporate governance including Auditors'' Certificate on compliance with the conditions of corporate governance under clause 49 of the listing agreement, is appended to this report as Annexure"B"

DIRECTORS" RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently, and have 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 as at 31 st March, 2012 and of the profits of the Company for the year ended 31 st March, 2012;

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

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

AUDITORS:

M/s. Khatri & Iyer, Chartered Accountants, Nagpur will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

COST AUDIT:

The audit of the cost Account of the company for the year ended 31 st March 2012 is being conducted by the Cost Auditors and their report will be submitted to the Ministry of Corporate Affairs, Government of India.

PARTICULARS OF EMPLOYEES:

None of the employees were in receipt of remuneration of Rs. 5,00,000/- or more per month (as amended by the Companies (Particulars of Employees) Amendment Rules, 2011) during the year. Therefore the particulars of employees as required under the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not furnished.

OTHER PARTICULARS:

Information in accordance with the provisions of section 217 (1) (e) of the companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexure here to (Annexure ''A'') and forms part of this report.

ACKNOWLEDGEMENTS:

Your Directors are pleased to place on record their sincere gratitude to the State Bank nf India, Government Authorities, Suppliers, Customers, and Shareholders for their continued support and co- operation extended to the company during the year.

Your Directors also express their deep appreciation for the sincere and devoted services rendered during the year by the workers, staff and executive at all levels of operations of the company.

For and on behalf of the Board,

Place: Nagpur

Date : August 14, 2012 Vinod Maheshwari

Chairman

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Mar 31, 2011

To the Members of 'MADHYADESH PAPERS LIMITED'

The Directors have pleasure in presenting their Eighteenth Annual Report and Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS:

(RUPEES)

SALES AND OTHER INCOME 25,99,24,617

Loss before Financial Charges & Depreciation (70,44,036)

Less: Financial Charges 33032777

Depreciation 23991472

5,70,24,249

(6,40,68,285) Add : Prior Period Adjustments NIL

Profit/(Loss) Before Tax (6,40,68,285)

Less: Provision For Taxation NIL

Profit/(Loss) after Tax (6,40,68,285)

Add : Prior Period Adjustments 1,31,097

Add: Surplus Brought Forward 5431 345

Balance carried forward 5,85,05,842

REVIEW OF OPERATIONS:

During the year under review the Sales Turnover of your company during current year was Rs. 25.88 Crore as against Rs. 24.92 Crore in previous year. However, the high cost and scarce availability of raw material in the market continued this year also, resulting into availability of small margins between sales turnover and the raw material consumed, which ultimately resulted into the loss of Rs. 6.40 Crore as compared to loss of Rs. 5.97 Crore in the last year.

However your company has achieved marginally better sales turnover amount this year as against the sales turnover amount of last year. Your company is trying to overcome the adverse situation by way of using various efforts to reduce the overall cost and to increase its sustainability by planning for better prospects of the company using various new avenues to avail the low cost raw material and by always trying for better price gains for its product in the market and by continuing efforts for its growth as well.

FUTURE OUTLOOK:

In this scenario of high cost market, you will appreciate the hardship the company is facing However, we expect this scenario to change by the end of this year and the domestic newsprint market is expected to become buoyant once again which would augment in improving sales realisations and profitability which will again take care of company's subsistence and qrowth in the market.

CHANGE IN NAME OF THE COMPANY:

The Directors believe that the existing name of the company is not suitable for expansion of its business area accros the length of India. Hence the Board of Directors are of view to change the name of the Company from 'Madhyadesh Papers Limited" to 'Saffron Industries Limited'.

The Registrar of Companies, Maharashtra has made available the name 'Saffron Industries Limited' vide its letter dated 10th June 2011 to the company. However, consent of the Shareholders by passing Special Resolution in general meeting and subsequent approval of Central Government is necessary for change in name of the Company. The Directors recommend the Change in name of the company to 'Saffron Industries Limited'.

DIVIDEND:

In absence of profits the Directors have not recommended any dividend for the year under review.

DIRECTORS :

Shri Anantrai Rawell, who retires by rotation and being eligible, offer himself for re-appointment.

AUDIT COMMITTEE:

The Company has already constituted an Audit Committee of its Board of Directors with specified terms of reference. Shri Vinay Pansari is the Chairman of the Audit Committee. Shri Vinod Maheshwari and Shri Anantrai Rawell are the other members of the Audit Committee.

DIRECTOR'S COMMENTS ON AUDITORS QUALIFICATION & ADVERSE REMARKS IN AUDITORS REPORT:

The Auditors has made qualifications and marked adversely in the clause 7 (iii) (c) &(d) Clause 7(ix)(a) (b) and (xi) of the Auditors Report accompanied with the Balance Sheet and Profit & Loss Account for the year under review.

The Directors comment on these qualifications and remarks as - the Management is engineering necessary funds to regularise the payment of dues/overdues to the concerned Bankers Aso Employees Provident Fund/Profession Tax and otherTaxation Dues are going to be regularised

DEMATERIAUSATION OF SHAREHOLDING:

The Company has already established electronic connectivity with both the depositories viz.National Depository Securities Limited (NSDL) and Central Depository Services(India) Limited (CDSL) through its Registrar and Transfer Agent, M/s. Adroit Corporate Services Pvt Ltd As such, the shares of the Company are available for dematerialisation with both the Depositories.

LISTING OF SECURITIES:

The shares of the Company are presertly listed on the Stock Exchange, Mumbai and the Stock Exchange, Ahmedabad.

CORPORATE GOVERNANCE:

A report on corporate governance including Auditors' Certificate on compliance with the conditions of corporate governance under clause 49 of the listing agreement, is apended to this report as Annexute "B"

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief hereby confirm that:

i) in the prepration of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently, and have 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 as at 31st March, 2011 and of the profits of the Company for the year ended 31st March, 2011 ;

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

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

AUDITORS:

M/s. Khatri & Iyer, Chartered Accountants, Nagpur will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

COST AUDIT:

The audit of the Cost Accounts of the Company for the year ended 31st March 2011 is being conducted by the Cost Auditors and their report will be submitted to the Ministry of Corporate Affairs, Government of India.

The Board of Directors has appointed M/s Shriram & Co., Cost Accountants, as Cost Auditors of the Company for the Financial Year 2011-12. The Company shall make necessary application to Central Government for approval of his appointment within time prescribed.

PARTICULARS OF EMPLOYEES:

None of the employees were in receipt of remuneration of Rs. 2,00,000/- or more per month during the year. Therefore the particulars of employees as required under the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not furnished.

OTHER PARTICULARS:

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto (Annexure 'A') and forms part of this report.

ACKNOWLEDGEMENTS:

Your Directors are pleased to place on record their sincere gratitude to the State Bank of India, The Federal Bank Limited, Government Authorities, Suppliers, Customers and Shareholders for their continued support and co-operation extended to the Company during the year.

Your Directors also express their deep appreciation for the sincere and devoted services rendered during the year by the workers, staff and executives at all levels of operations of the Company.

For and on behalf of the Board,

Vinod Maheshwari Chairman

Place : Nagpur Date : June 15,2011

---

Mar 31, 2010

The Directors have pleasure in presenting their Seventeenth Annual Report and Audited Statement of Accountsfor the year ended 31st March, 2010.

FINANCIAL RESULTS: (RUPEES)

SALES AND OTHER INCOME 25,43,94,348

Loss before Financial Charges & Depreciation (49,81,658)

Less: Financial Charges 3,00,16,879

Depreciation 2,39,92,493

5,40,09,372

(5,89,91,030)

Add : Prior Period Adjustments (7,78,808)

Net Loss (5,97,69,838)

Add : Surplus Brought Forward 6,52,01,182

Balance carried forward 54,31,345

REVIEW OF OPERATIONS:

India has shown a remarkable resilience in recovering from the global economic slow down during the financial year 2009-10. Thelndian Paper Industry has also shown a similar response to the global economic turmoil.

However, during the year under review the Sales Turnover of your company declined to Rs. 24.92 Crore as against Rs. 50.97 Crore in previous year due to high cost and scarce availability of raw material in the market which resulted into reduced production and the sales turnover as compare to pervious year. The fixed cost in the nature of depreciation, financial charges and the administration charges completely wiped out the profits of the company due to lack of sales realisation against the fixed cost which ultimately resulted into net loss of Rs. 5.97 Crore in current year against Profits of Rs. 13.77 Lac in last year.

However your company is trying to overcome the adverse situation byway of using various efforts to reduce the overall cost and to increase its sustainability by using new avenues to avail the low cost raw material and by always trying for better price gains for its product in the market and by continuing efforts for its growth as well.

FUTURE OUTLOOK:

In this scenario of high cost market, you will appreciate the hardship the company is facing. However, we expect this scenario to change by the end of this year, the market prices of raw material used in production process is expected to come under control and the domestic newsprint market is also expected to become buoyant further which would augment in improving sales realisations and profitability which would again take care of companys subsistence and growth in the market.

DIVIDEND:

In absence of profits the Directors have not recommended any dividend for the year under review.

DIRECTORS :

Shri Vinod Maheshwari, who retires by rotation and being eligible, offer himself for re-appointment. Shri Nimish Maheshwari was re-appointed as Managing Director of the Company for a further period of 5years effective from 1st April 2010.

AUDIT COMMITTEE:

The Company has already constituted an Audit Committee of its Board of Directors with specified terms of reference. Shri Vinay Pansari is the Chairman of the Audit Committee. Shri Vinod Maheshwari and Shri Anantrai Rawell are the other members of the Audit Committee.

DEMATERIALISATION OF SHAREHOLDING:

The Company has already established electronic connectivity with both the depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through its Registrar and Transfer Agent, M/s. Adroit Corporate Services Pvt. Ltd. As such, the shares of the Company are available for dematerialisation with both the Depositories.

LISTING OF SECURITIES:

The shares of the Company are presently listed on the Stock Exchange, Mumbai and the Stock Exchange, Ahmedabad.

CORPORATE GOVERNANCE:

A report on corporate governance including Auditors Certificate on compliance with the conditions of corporate governance under clause 49 of the listing agreement, is appended to this report as Annexure"B"

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31 st March, 2010 and of the profits of the Company for the year ended 31 st March, 2010;

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

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

AUDITORS:

M/s. Khatri & Iyer, Chartered Accountants, Nagpur will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

PARTICULARS OF EMPLOYEES:

None of the employees were in receipt of remuneration of Rs. 2,00,000/- or more per month during the year. Therefore the particulars of employees as required under the provisions of section 217 (2A) of the CompaniesAct, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not furnished.

OTHER PARTICULARS:

Information in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto (Annexure A) and forms part of this report.

ACKNOWLEDGEMENTS

Your Directors are pleased to place oh record their sincere gratitude to the State Bank of India, The Federal Bank Limited, Government Authorities, Suppliers, Customers and Shareholders for their continued support and co-operation extended to the Company during the year.

Your Directors also express their deep appreciation for the sincere and devoted services rendered during the year by the workers, staff and executives at all levels of operations of the Company.

For and on behalf of the Board,

Place: Nagpur Vinod Maheshwari

Date .August 14, 2010 Chairman

---

Mar 31, 2009

The Directors have pleasure in presenting their Sixteenth Annual Report and Audited Statement of Accounts for the year ended 31st March, 2009.

FINANCIAL RESULTS :

(RUPEES)

SALES AND OTHER INCOME 51,08,50,530

Gross Profit 6,37,52,910

Less: Financial Charges 3,83,61,642

Depreciation 2,37,38,393

6,21,00,035

16,52,875

Add : Prior Period Adjustments (12,117)

Profit Before Tax 16,40,758

Less : Provision For Taxation 2,64,250

Profit After Tax 13,76,508

Add : Surplus Brought Forward 6,38,24,674

Balance carried forward 6,52,01,182

REVIEW OF OPERATIONS :

The Indian Economy has seen significant changes during the financial year 2008-09, owing to the global economic turmoil and overall recessionary trend prevailing in all segments of industry. The Paper Industry has also seen a sharp and continuous decline in gross sales realisations affecting the margin of operations.

During the year under review your Company registered a growth in production capacity from 20881.684 MT in the previous year to 23376.165 MT in the current year. Consequentially, there was a rise in the Sales Turnover of your company from Rs. 40.58 Crores in the previous year to Rs. 50.97 Crores in the current year. However, the rise in Sales Turnover did not have a corresponding effect on the Net profits of the Company which fell from Rs. 21.22 Lacs in the previous year to Rs. 13.77 Lacs in the current year owing to rise in raw material cost and financial charges. But, your Company is evaluating and implementing strategies to sustain its growth both in terms of production and profitability.

FUTURE OUTLOOK :

In this scenario of global economic crisis, you will appreciate the hardship the company is facing. However, we expect this scenario to change by the end of this year and the domestic newsprint market is expected to become buoyant once again which would augment in improving sales realisations and profitability.

DIVIDEND :

In view of reduced profitability and the current need for sustaining growth of your Company, the Directors have not recommended any dividend for this year.

DIRECTORS :

Dr. S.L. Keswani & Shri Vinay Pansari who retire by rotation and being eligible, offer themselves for re-appointment.

AUDIT COMMITTEE :

The Company has already constituted an Audit Committee of its Board of Directors with specified terms of reference. Dr. S. L. Keswani is the Chairman of the Audit Committee. Shri Vinod Maheshwari, Shri Vinay Pansari and Shri Anantrai Rawell are the other members of the Audit Committee.

DEMATERIALISATION OF SHAREHOLDING :

The Company has already established electronic connectivity with both the depositories viz. National Depository Securities Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through its Registrar and Transfer Agent, M/s. Adroit Corporate Services Pvt. Ltd. As such, the shares of the Company are available for dematerialisation with both the Depositories.

LISTING OF SECURITIES :

The shares of the Company are presently listed on the Stock Exchange, Mumbai and the Stock Exchange, Ahmedabad.

CORPORATE GOVERNANCE :

A report on corporate governance including Auditors Certificate on compliance with the conditions of corporate governance under clause 49 of the listing agreement, is appended to this report as Annexure "B".

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently, and have 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 as at 31st March, 2009 and of the profits of the Company for the year ended 31st March, 2009;

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

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

AUDITORS :

M/s. Khatri & Iyer, Chartered Accountants, Nagpur will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

COST AUDIT :

The audit of the Cost Accounts of the Company for the year ended 31 st, March 2009 is being conducted by the Cost Auditors and their report will be submitted to the Ministry of Company Affairs, Government of India.

PARTICULARS OF EMPLOYEES :

None of the employees was in receipt of remuneration of Rs. 2,00,000/- or more per month during the year. Therefore, the particulars of employees as required under the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not furnished.

OTHER PARTICULARS :

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto (Annexure A) and forms part of this report.

ACKNOWLEDGEMENTS :

Your Directors are pleased to place on record their sincere gratitude to the State Bank of India, The Federal Bank Limited, SICOM Limited, Government Authorities, Suppliers, Customers and Shareholders for their continued support and co-operation extended to the Company during the year.

Your Directors also express their deep appreciation for the sincere and devoted services rendered during the year by the workers, staff and executives at all levels of operations of the Company.

For and on behalf of the Board,

Place : Nagpur Vinod Maheshwari

Date : July 31, 2009 Chairman