Shree Karthik Papers Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2016

DIRECTORS’ REPORT

Dear Shareholders,

The Directors of your company take pleasure in presenting you the Twenty Fifth Annual Report and the Audited Accounts for the year ended 31st March 2016.

FINANCIAL RESULTS ( Rs. in lacs)

Particulars	31.03.2016 (9 months)	30.06.2015
Revenue from operations	2634.76	3647.31
Other Income	12.67	13.42
Total Income	2647.43	3660.73
Profit from operations before Finance cost, Depreciation and Amortization Expenses and Exceptional items	341.85	343.64
Less: Finance Cost	89.51	195.81
Depreciation	67.07	75.42
Profit/(Loss) before Exceptional items and tax	185.27	72.41
Exceptional items	-	-
Profit/(Loss) before Tax	185.27	72.41
Less: Current tax	-	-
(Deferred Tax	-	-
1 Mat	-	-
Profit/(Loss) after tax	185.27	72.41

DIVIDEND

Your Directors do not recommend to pay a

Dividend for the year ended 31st March 2016.

FUTURE OUTLOOK

1. Newsprint is being imported at "Nil" duty at very low rates due to dumping by foreign manufacturers and this has depressed the demand and prices of newsprint manufactured by Indian Paper Mills, thereby also affecting the demand of writing and printing paper as newsprint capacities are being diverted to writing and printing paper manufacture.

2. The installed capacity for writing and printing paper has increased significantly in the last four years, thereby affecting the demand as well as prices of the paper manufactured by your company.

3. Measures are being taken to save costs and rationalize operations, they are likely to yield positive results.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2016 was Rs. 9,55,50,000/-. During the year under review, the Company has not issued any further shares.

PUBLIC DEPOSITS

Your company has not been accepting any deposits from the public and hence there are no unpaid/unclaimed deposits nor there is any default in repayment thereof.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 4 (Four) times during the financial year 2015-16. Details of number of meetings of Board of Directors and committees thereof and the attendance of the Directors in such meetings are provided under the Corporate Governance Report. The provisions of the Companies Act 2013 and listing agreement were adhered to while considering the time gap between two meetings.

COMMITTEES OF THE BOARD OF DIRECTORS

During the year under review, all recommendations made by the Audit Committee were accepted by the Board. There were no instances where the Board has not accepted any recommendations of the Audit Committee.

Details of Committees of Board of Directors along with their terms of reference, composition and meetings held during the year, are provided separately in the Corporate Governance Report, which forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 134 (5) of the Companies Act, 2013, your Directors wish to confirm that -

i. In the preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii The Accounting Policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit/(Loss) of the Company for the year.

iii The Directors have taken proper and sufficient care as warranted for the maintenance of adequate accounting records in accordance with the provisions of this Act in safeguarding the assets of the Company and for preventing/ detecting any incidence of frauds and other irregularities.

iv. The Annual Accounts have been prepared on a going concern basis.

v. The Directors had laid down internal financial controls to be followed by the company and that such internal 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.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013, the Board has carried out an annual performance evaluation of its own Performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders committee, Code of conduct etc. Further the Board''s performance was evaluated based on the criteria like structure, Governance, Dynamics, functioning, approval and review of operations, financials, internal control etc. The Board of Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

MATERIAL CHANGES

There is no material change or commitments after closure of the financial year till the date of this report.

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

There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status and the company''s operations in future.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company has adopted appropriate standards for good Corporate Governance. All the mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreements of the Stock Exchange, with which the Company is listed, are complied with. The company complies with Corporate Governance requirements specified in regulation 17 to 27 and clause (b) to (i) of sub regulation (2) of regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

A report on Corporate Governance as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE POLICY

As per the requirements of the provisions of the Companies Act, 2013, a Nomination and Remuneration Committee of directors was formed by the Board of Directors consisting of: 1. Sri K. Arumugam, Chairman (Non-Executive -Independent) 2. Sri P. Kanagavadivelu, Member (Non-Executive - Independent) 3. Sri P.C. Narendran, Member (Non-Executive - Independent) The said committee has been empowered and authorised to exercise widest power as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company has a policy on directors'' appointment and remuneration including criteria for determining qualification, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The required details in accordance with section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are given in Annexure-1 forming part of the report.

RISK MANAGEMENT

The Company follows a comprehensive and integrated risk appraisal, mitigation and management process. The risk management process of the company is being periodically reviewed for improvement.. None of the identified risk elements have any threat on the sustainability of the business.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the Companies Act 2013 and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the details of the Management analysis and datas are given in Annexure 2

EXTRACTS OF ANNUAL RETURN

As per requirements of provisions of the Companies Act, 2013, the extract of annual return in the prescribed Form MGT9 is annexed hereto as Annexure 3 forming part of the report.

INTERNAL FINANCIAL CONTROLS

Your company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness were observed.

VIGIL MECHANISM

The company has established a vigil mechanism to provide a frame work to promote responsible and secure whistle blowing and to provide a channel to the employees and Directors for reporting to the management concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policy of the company as adopted/framed from time to time. The details of Vigil Mechanism is given in Corporate Governance Report which forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Smt. Selvambal Sengottu Velu has been re-appointed as a Director of the company with effect from 30/12/2015 pursuant to the approval accorded by the shareholders of the company at the 24th AGM held on 30/12/2015..

In terms of the provisions of the Companies Act 2013, Sri M.S. Velu and Sri Vignesh Velu retire from the Board of Directors of the company by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

The notice convening forthcoming Annual General Meeting includes the proposal for appointment/ re-appointment of Directors . A brief resume of the Directors seeking appointment/ re-appointment at the forthcoming Annual General Meeting and other details as required to be disclosed in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of the Notice.

None of the Directors are disqualified for appointment/re-appointment under section 164 of the Companies Act 2013.

None of the Directors of the company have resigned during the year.

None of the Directors are related inter-se to each other save and except Sri M.S. Velu, Smt. S.S. Velu and Sri Vignesh Velu. Sri M.S. Velu and Smt.

S.S.Velu are the parents to Sri Vignesh Velu.

DECLARATION BY INDEPENDENT DIRECTORS

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

SECRETARIALAUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Sri S. Rengasamy, Company Secretary in practice to undertake the Secretarial Audit of the company for the year 2015-16. The Report of the Secretarial Audit Report is annexed herewith as Annexure 4.

SECRETARIAL AUDITOR''S OBSERVATION IN SECRETARIAL AUDIT REPORT AND DIRECTORS EXPLANATION THERETO

During the year under review, the Company''s Share Capital is Rs. 9,55,50,000 and the shares are listed with BSE. The Company has not appointed the Key Managerial Personnel both Company Secretary and Chief Finance Officer under section 203 of the Companies Act 2013.

Explanation: The company was in search of suitable candidate for the appointment as Company Secretary and Chief Finance Officer in whole time employment. It took some time and the company will appoint a suitable candidate as a Company Secretary who is a member of the Institute of Company Secretaries of India and Chief Finance Officer of the company.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm''s length basis and are in compliance with the applicable provisions of the Act and the Listing Agreement. The disclosure is being made as a matter of prudence. All the transactions have been done in the ordinary course of business.

During the year there were no materially significant related party transactions made by the company with the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the company at large.

AUDITORS

In accordance with the Companies Act 2013, the Statutory Auditors of the Company, Messrs Giri & Co. (Firm Registration No. 0067025), Chartered Accountants, Coimbatore have been already appointed as Statutory Auditors of the Company for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the company at the ensuing Annual General Meeting.

M/s. Giri & Co., Chartered Accountants are eligible for ratification of appointment and have confirmed that their appointment if approved, will be in compliance with section 141 of the Companies Act 2013.

Your Board recommends the ratification of appointment of M/s. Giri & Co. as Statutory Auditors of the company to hold office from the conclusion of this AGM to the conclusion of the next AGM.

AUDITOR''S REPORT

The notes on financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments and explanations. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of the employees of the company is annexed herewith "Annexure 5

None of the employees of the company were in receipt of monthly or yearly remuneration in excess of the limits specified under the Companies Act 2013 and Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel ) Rules 2014.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

Pursuant to provisions of Prevention, Prohibition and Redressal act, 2013 no cases of sexual harassment of women at work place were neither reported nor redressed for the relevant year.

ACKNOWLEDGEMENTS

Your Directors record with a deep sense of gratitude to the working capital bankers for the excellent support and cooperation rendered by them to the company. Your Directors are thankful to its valuable customers, esteemed Stakeholders and business associates for their continued support and the confidence reposed in the Company and its Management.

By Order of the Board

(Sd./-)

M.S. Velu Chairman and

Place : Coimbatore Managing Director

Date : 13.08.2016 DIN : 0168208

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Jun 30, 2015

Dear Members,

The Directors of your company take pleasure in presenting you the Twenty Fourth Annual Report and the Audited Accounts for the year ended 30th June 2015.

FINANCIAL RESULTS ( Rs. in lacs)

Particulars 30.06.2015 30.06.2014

Gross Income 3647.31 3247.26

Profit before Interest and Depreciation 343.65 243.04

Financial Charges 195.81 183.51

Profit /(Loss) before Depreciation 147.84 59.53

Profit /(Loss) after Depreciation 72.41 12.24

Exceptional Items —

Extraordinary Items

Current Tax

Deferred Tax - -

Net Profit/(Loss) after tax 72.41 12.24

DIVIDEND

The Board of The Board of Directors do not recommend to pay a Dividend for the year ended 30th June 2015 in view of the accumulated losses.

FUTURE OUTLOOK

1. Newsprint is being imported at “Nil” duty at very low rates due to dumping by foreign manufacturers and this has depressed the demand and prices of newsprint manufactured by Indian Paper Mills, thereby also affecting the demand of writing and printing paper as newsprint capacities are being diverted to writing and printing paper manufacture.

2. The installed capacity for writing and printing paper has increased significantly in the last four years, thereby affecting the demand as well as prices of the paper manufactured by your company.

3. Measures are being taken to save costs and rationalize operations, they are likely to yield positive results.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 9,55,50,000/-. During the year under review, the Company has not issued any further shares.

EXTRACTS OF ANNUAL RETURN

As per requirements of provisions of the Companies Act, 2013, the extract of annual return in the prescribed Form MGT9 is annexed hereto as Annexure 3 forming part of the report.

NUMBER OF MEETINGS OF THE BOARD

Details of number of meetings of Board of Directors and committees thereof and the attendance of the Directors in such meetings are provided under the Corporate Governance Report. The provisions of the Companies Act 2013 and listing agreement were adhered to while considering the time gap between two meetings.

DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance of Section 134 (5) of the Companies Act, 2013, your Directors wish to confirm that -

i. In the preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii The Accounting Policies adopted are consistently followed and the judgments and The paid up Equity Share Capital as on 31st March, 2015 was Rs. 9,55,50,000/-. During the year under estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit/(Loss) of the Company for the year.

iii The Directors have taken proper and sufficient care as warranted for the maintenance of adequate accounting records in accordance with the provisions of this Act in safeguarding the assets of the Company and for preventing/ detecting any incidence of frauds and other irregularities.

iv The Annual Accounts have been prepared on a going concern basis.

v The Directors had laid down internal financial controls to be followed by the company and that such internal 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.

NOMINATION AND REMUNERATION COMMITTEE POLICY

As per the requirements of the provisions of the Companies Act, 2013, a Nomination and Remuneration Committee of directors was formed by the Board of Directors consisting of: 1. Sri K. Arumugam, Chairman (Non-Executive - Independent) 2. Sri P. Kanagavadivelu, Member (Non-Executive - Independent) 3. Sri PC. Narendran, Member (Non-Executive - Independent) The said committee has been empowered and authorised to exercise widest power as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company has a policy on directors' appointment and remuneration including criteria for determining qualification, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178.

DECLATION BY INDEPENDENT DIRECTORS

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

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own Performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders committee. The Board of Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS WITH RELATED PARTY

All the transactions of the company with related parties are at arm's length and have taken place in the ordinary course of business.

MATERIAL CHANGES

There is no material change or commitments after closure of the financial year till the date of this report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company has adopted appropriate standards for good Corporate Governance. All the mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreements of the Stock Exchange, with which the Company is listed, are complied with. Report on Corporate Governance with Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchange forms part of the Annual Report.

In terms of sub-clause (v) of Clause 49 of Listing Agreement, certificate of the CEO, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Clause is also annexed as part of the said Report. A certificate from the auditors to this effect is annexed as part of the Corporate Governance Report.

RISK MANAGEMENT

The Company follows a comprehensive and integrated risk appraisal, mitigation and management process. The risk management process of the company is being periodically reviewed for improvement. None of the identified risk elements have any threat on the sustainability of the business.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the Companies Act 2013, the details of the Management analysis and datas are given in Annexure 2

DIRECTORS

In accordance with the Companies Act, 2013, Smt. Selvambal Sengottu Velu is due to retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment.

RE-APPOINTMENT OF INDEPENDENT DIRECTOR

There was no incidence of re-appointment of Independent Director.

RESIGNAION OF DIRECTOR:

There was no incidence of resignation of Director.

SECRETARIAL AUDIT CERTIFICATE

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed the Company Secretary in practice to undertake the Secretarial Audit of the company. The Report of the Secretarial Audit Report is annexed herewith as Annexure 4.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The required details in accordance with section 134(m) of the Companies Act 2013 read with the Companies (Disclosure of particulars in the Report of Directors) Rules 1988 are given in Annexure-1 forming part of the report.

PUBLIC DEPOSITS

The company has not accepted Fixed Deposits from the public during the year under review.

LISTING PARTICULARS

The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd., Mumbai. The company has paid the listing fees to Bombay Stock Exchange up to 2015-16.

DEPOSITORY SYSTEM

As the members are aware, your company's shares are tradable compulsorily in electronic form and your company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company's shares on either of the Depositories as aforesaid.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Act and the Listing Agreement. The disclosure is being made as a matter of prudence.

All Related Party Transactions are presented to the Audit Committee and the Board and obtained approval for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

AUDITORS

In accordance with the Companies Act 2013, the Statutory Auditors of the Company, Messrs Giri & Co. (Firm Registration No. 0067025), Chartered Accountants, Coimbatore have been already appointed as Statutory Auditors of the Company for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the company at the ensuing Annual General Meeting.

EMPLOYEES RELATIONS

The Directors would like to place on record the cordial relations enjoyed with the employees by the company.

ACKNOWLEDGEMENTS

Your Directors record with a deep sense of gratitude to the working capital bankers for the excellent support and cooperation rendered by them to the company. Your Directors are thankful to its valuable customers, esteemed stakeholders and business associates for their continued support and the confidence reposed in the Company and its Management.

For and on behalf of the Board of Directors

(Sd./-) M.S. Velu Chairman and Managing Director DIN : 0168208

Place : Coimbatore Date : 14.08.2015

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Jun 30, 2014

Dear Members,

The Directors of your company take pleasure in presenting you the Twenty Second Annual Report and the Audited Accounts for the year ended 30th June 2013.

FINANCIAL RESULTS (Rs. in lacs)

Particulars 30.06.2013 30.06.2012

Gross Income 3247.26 3016.75

Profit before Interest and Depreciation 243.04 225.95

Financial Charges 183.51 139.12

Profit /(Loss) before Depreciation 59.53 86.82

Profit /(Loss) after Depreciation 12.24 48.22

Prior period adjustments —

Provision for Current Tax

Provision for Fringe Benefit Tax

Deferred Tax - 7.31 Net Profit/(Loss) after tax 12.24 40.91

DIVIDEND

The Board of Directors do not recommend to pay a Dividend for the year ended 30th June 2014 in view of the accumulated losses.

FUTURE OUTLOOK

1. Newsprint is being imported at "Nil" duty at very low rates due to dumping by foreign manufacturers and this has depressed the demand and prices of newsprint manufactured by Indian Paper Mills, thereby also affecting the demand of writing and printing paper as newsprint capacities are being diverted to writing and printing paper manufacture.

2. The installed capacity for writing and printing paper has increased significantly in the last four years, thereby affecting the demand as well as prices of the paper manufactured by your company.

3. The continued power shortage in Tamilnadu has affected the utilization levels and has increased the energy costs.

4. Measures are being taken to save costs and rationalize operations, they are likely to yield positive results.

DIRECTORS

In accordance with the Companies Act 2013, Shri K. Arumugam, Shri P. Kanagavadivelu and Shri C.P. Narendran are to be appointed as Independent Directors for a period of five consecutive years at the ensuing Annual General Meeting.

Shri M.S. Velu, Director is due to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE

EARNINGS AND OUTGO

The required details in accordance with section 134(m) of the Companies Act 2013 read with the Companies (Disclosure of particulars in the Report of Directors) Rules 1988 are given in Annexure-1 forming part of the report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 134 (5) of the Companies Act, 2013, your Directors wish to confirm that -

i. In the preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii The Accounting Policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit/(Loss) of the Company for the year.

iii The Directors have taken proper and sufficient care as warranted for the maintenance of adequate accounting records in accordance with the provisions of this Act in safeguarding the assets of the Company and for preventing/ detecting any incidence of frauds and other irregularities.

iv The Annual Accounts have been prepared on a going concern basis.

v The Directors had laid down internal financial controls to be followed by the company and that such internal 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.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company has adopted appropriate standards for good Corporate Governance. All the mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreements of the Stock Exchange, with which the Company is listed, are complied with. Report on Corporate Governance with Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchange forms part of the Annual Report.

In terms of sub-clause (v) of Clause 49 of Listing Agreement, certificate of the CEO, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Clause is also annexed as part of the said Report. A certificate from the auditors to this effect is annexed as part of the Corporate Governance Report.

LISTING PARTICULARS

The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd., Mumbai. The company has paid the listing fees to Bombay Stock Exchange up to 2014-15.

DEPOSITORY SYSTEM

As the members are aware, your company''s shares are tradable compulsorily in electronic form and your company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company''s shares on either of the Depositories as aforesaid.

AUDITORS

In accordance with the Companies Act 2013, the Statutory Auditors of the Company, Messrs Giri & Co., Chartered Accountants, will be appointed as Statutory Auditors of the Company for a period of three years at the conclusion of the ensuing Annual General Meeting and ratify every year for their re- appointment.

EMPLOYEES RELATIONS

The Directors would like to place on record the cordial relations enjoyed with the employees by the company.

ACKNOWLEDGEMENTS

Your Directors record with a deep sense of gratitude to the working capital bankers for the excellent support and cooperation rendered by them to the company. Your Directors are thankful to its valuable customers, esteemed stakeholders and business associates for their continued support and the confidence reposed in the Company and its Management.

For and on behalf of the Board of Directors (Sd./-) M.S. Velu Place : Coimbatore Chairman and Date : 21.08.2014 Managing Director

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Jun 30, 2013

Dear Shareholders,

The Directors of your company take pleasure in presenting you the Twenty Second Annual Report and the Audited Accounts for the year ended 30th June 2013.

FINANCIAL RESULTS (Rs. in lacs)

Particulars 30.06.2013 30.06.2012

Gross Income 3016.75 2145.17

Profit before Interest and Depreciation 225.95 292.21

Financial Charges 139.12 204.43

Profit/(Loss) before Depreciation 86.82 87.78

Profit/(Loss) after Depreciation 48.22 47.94

Prior period adjustments-Expenses

Provision for Fringe Benefit Tax

Deferred Tax 7.31 10.23

Net Profit / (Loss) 40.91 37.70



DIVIDEND

The Board of Directors do not recommend to pay a Dividend for the year ended 30th June 2013 in view of the accumulated losses.

FUTURE OUTLOOK:

The Paper Industry is going through a difficult phase due to the following reasons.

1. Newsprint is being imported at ''Nil'' duty at very low rates due to dumping by foreign manufacturers and this has depressed the. demand and prices of newsprint manufactured by Indian paper mills, thereby also affecting the demand of writing and printing paper as newsprint capacities are being diverted to writing and printing paper manufacture.

2. The installed capacity for writing and printing paper has increased significantly in the last 3 years thereby affecting the demand as well as prices of the paper manufactured by your company and similar waste paper based manufacturing units.

This trend is expected to continue in the next year also.

DIRECTORS

The following Directors are due to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

1. Sri M.S.Velu

2. Smt. S.S.Velu

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The required details in accordance with Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Directors) Rules 1988 are given in Annexure-1 forming part of the report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, your.Directors wish to confirm that -

i. In the preparation of the annual accountsr the applicable Accounting Standards have been followed.

ii The Accounting Policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/(Loss) of the Company for the year.

- iii The Directors have taken proper and sufficient care as warranted for the maintenance of adequate accounting records in accordance with the provisions of this Act in safeguarding the assets of the Company and for preventing/ detecting any incidence of frauds and other irregularities.

iv The Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company has adopted appropriate standards for good Corporate Governance. All the mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreements of the Stock Exchanges, with which the Company is listed, are complied with. Report on Corporate Governance with Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges forms part of the Annual Report.

In terms of sub-clause (v) of Clause 49 of Listing Agreement, certificate of the CEO, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Clause is also annexed as part of the said Report. A certificate from the auditors to this effect is annexed as part of the Corporate Governance Report.

AUDITORS

The Statutory Auditors of the Company, Messrs. Giri & Co, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed.

LISTING PARTICULARS

The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd., Mumbai. The company has paid the listing fees to Bombay Stock Exchange up to 2013-14.

PARTICULARS OF EMPLOYEES

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

EMPLOYEE RELATIONS

The Directors would like to place on record the cordial relations enjoyed with the employees by the company.

ACKNOWLEDGEMENTS

Your Directors record with a deep sense of gratitude to the bankers for the excellent support and cooperation rendered by them to the company. Your Directors are thankful to its valuable customers, esteemed stakeholders and business associates for their continued support and the confidence reposed in the Company and its Management.

For and on behalf of the Board of Directors

(Sd/-)

M.S. Velu

Place : Coimbatore

Chairman and

Date : 21.08.2013 Managing Director

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Jun 30, 2011

Dear Shareholders,

The Directors of your Company take pleasure in presenting you the 20th Annual Report along with the Audited Accounts for the year ended 30th June 2011.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars 30.06.2011 30.06.2010 (Current Year) (Previous Year)

Gross Income 2299.45 2041.44

Profit before interest & Depreciation 262.93 259.51

Financial Charges 184.57 122.46

Profit/(Loss) before Depreciation 78.36 137.05

Profit/(Loss) after Depreciation 30.70 79.32

Prior Period adjustments - Expenses 1.43 0.95

Deferred Tax 10.48 9.51

Net Profit/(Loss) 18.79 68.85

DIVIDEND:

The Board of Directors do not recommend to pay dividend for the year ended under review in view of the accumulated losses.

FUTURE OUT LOOK:

The Paper Industry is going through a difficult phase due to the following reasons.

1. Newsprint is being imported at 'Nil' duty at very low rates due to dumping by foreign manufacturers and this has depressed the demand and prices of newsprint manufactured by Indian paper mills, thereby also affecting the demand of writing and printing paper as newsprint capacities are being diverted to writing and printing paper manufacture.

2. The installed capacity for writing and printing paper has increased significantly in the last 3 years thereby affecting the demand as well as prices of the paper manufactured by your company and similar waste paper based manufacturing units.

This trend is expected to continue in the next year also.

DIRECTORS:

The following Directors are due to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-election.

1. Sri.P.C.Narendran

2. Sri.P.Kanagavadivelu

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

The required details in accordance with Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Directors) Rules, 1988 are given in Annexure 1 forming part of the report.

DIRECTORS RESPONSIBILITY STATEMENT:

In compliance to the Provisions of Section 217 (2AA) of the Companies Act, 1956 your Directors wish to place on record:- .

(i) that in preparing the Annual Accounts, all applicable accounting standards have been followed.

(ii) that the accounting policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit and Loss Account of the Company.

(iii) that 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 / detecting fraud and other irregularities.

(iv) that the Directors have prepared the Annual Accounts on going concern basis.

CORPORATE GOVERNANCE:

Pursuant to the requirements of Listing Agreements with the Stock Exchanges, your Directors are pleased to annex the following:

1. Management Discussion and Analysis Report.

2. A Report on Corporate Governance

3. Auditors Certificate regarding Compliance of conditions of Corporate Governance.

AUDITORS:

Your Company's Auditor M/s Giri & Co, Coimbatore are due to retire at the ensuing Annual General Meeting and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration of more than Rs.24,00,000/- per annum when employed throughout the year and Rs.2,00,000/-per month when employed for a part of the year.

EMPLOYEES RELATIONS:

The Directors would like to place on record the cordial relations enjoyed with the employees by the Company.

ACKNOWLEDGEMENT:

The Directors acknowledge the co-operation, support and assistance rendered by the Financial Institution Bank, Customers, Suppliers and the Employees of the Company.

for and on behalf of the Board

PLACE: Coimbatore Sd/- M.S.Velu

DATE : 28.11.2011 Chairman and Managing Director

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Jun 30, 2010

The Directors of your Company take pleasure in presenting you the 19th Annual Report along with the Audited Accounts for the year ended 30th June 2010.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars 30.06.2010 30.06.2009

(Current Year) (Previous Year)

Gross Income 2041.44 2205.17

Profit before interest & Depreciation 259.51 52.18

Financial Charges 122.46 81.86

Profit/(Loss) before Depreciation 137.05 (30.61)

Profit/(Loss) after Depreciation 79.32 (69.28)

Prior Period adjustments - Income (0.95) 6.48

Provision for Fringe Benefit Tax 0.00 0.31

Deferred Tax 9.51 8.25

Net Profit/(Loss) 68.85 (71.36)

DIVIDEND:

The Board of Directors do not recommend to pay dividend for the year ended under review in view of the accumulated losses.

FUTURE OUT LOOK:

The Paper Industry is going through a difficult phase due to the following reasons.

1. Newsprint is being imported at Nil duty at very low rates due to dumping by foreign manufacturers and this has depressed the demand and prices ofnewsprint manufactured by Indian paper mills, thereby also affecting the demand of writing and printing paper as newsprint capacities are being diverted to writing and printing paper manufacture.

2. The installed capacity for writing and printing paper has increased significantly in the last 2 years thereby affecting the demand as well as prices of the paper manufactured by your Company and similar waste paper based manufacturing units.

This trend is expected to continue in the next year also.

DIRECTORS:

The following Directors are due to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-election.

1. Sri. P.C. Narendran

2. Sri. K. Arumugam

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

The required details in accordance with Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Directors) Rules, 1988 are given in Annexure 1 forming part of the report.

DIRECTORS RESPONSIBILITY STATEMENT:

In compliance to the Provisions of Section 217 (2AA) of the Companies Act, 1956 your Directors wish to place on record:-

(i) that in preparing the Annual Accounts, all applicable accounting standards have been followed.

(ii). that the accounting policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit and Loss Account of the Company.

(iii) that 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 / detecting fraud and other irregularities.

(iv) that the Directors have prepared the Annual Accounts on going concern basis.

CORPORATE GOVERNANCE:

Pursuant to the requirements of Listing Agreements with the Stock Exchanges, your Directors are pleased to annex the following:

1. Management Discussion and Analysis Report.

2. A Report on Corporate Governance

3. Auditors Certificate regarding Compliance of conditions of Corporate Governance.

AUDITORS:

Ypur Companys Auditor M/s Giri & Co, Coimbatore are due to retire at the ensuing Annual General Meeting and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration of more than Rs. 24,00,000/- per annum when employed throughout the year and Rs. 2,00,000/-per month when employed for a part of the year.

EMPLOYEES RELATIONS:

The Directors would like to place on record the cordial relations enjoyed with the employees by the Company.

ACKNOWLEDGEMENT:

The Directors acknowledge the co-operation, support and assistance rendered by the Financial Institution, Bank, Customers, Suppliers and the Employees of the Company.

for and on behalf of the Board

Place : Coimbatore Sd/-

M.S. Velu

Date : 22.11.2010 Chairman and Managing Director