Annual Report 2011-2012Annual Report 2011 - 2012 3 absolute discretion, deem necessary and desirable...

Annual Report2011-2012

Annual Report 2011 - 2012

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BOARD OF DIRECTORSMr. N.K. Pasari (Managing Director)Mr. B.N. PasariMr. B.K. PasariMr. L.C. SharmaMr. P.N. SinghMr. D.R. Mehta*Mr. L.C. Parashar***Upto 06th June, 2012**w.e.f. 06th June, 2012

COMPANY SECRETARYCS Anant Kr. Singh

AUDITORSM/s. Singal Brothers & AssociatesChartered AccountantsNew Delhi

BANKERSBank of IndiaDena BankThe Catholic Syrian Bank Ltd.Andhra Bank

COST AUDITORSM/s. Vijender Sharma & AssociatesCost AccountantsDelhi

REGISTERED OFFICE16, India Exchange Place,Kolkata – 700 001

CORPORATE OFFICE4830/24, Prahlad Street,Ansari Road, Darya Ganj,New Delhi-110 002

WORKSi) T-4, Old Industrial Area,Bahadurgarh – 124 507(Haryana)

ii) Plot No. “SPL-A”RIICO Industrial Area,Vill. Keshwana, Teh. Kotputli,Distt. Jaipur (Rajasthan)

SHARE TRANSFER AGENTSLink Intime India Pvt. Ltd.A-40, 2nd Floor,Naraina Industrial Area,Phase-II, New Delhi-110 028Ph. 011-41410592 to 94Fax. 011-41410591

Notice of AGM ................................................ 02

Directors’ Report ............................................ 06

Management Discussion and Analysis ............. 10

Corporate Governance Report ......................... 12

Auditors’ Report ................................................ 18

Balance Sheet .................................................. 21

Statement of Profit & Loss ................................. 22

Cash Flow Statement ....................................... 23

Significant Accounting Policy ........................... 24

Notes to Financial Statement ............................ 27

CONTENTS

Shree Krishna Paper Mills & Industries Limited

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NOTICE

NOTICE is hereby given that the 40th Annual General Meeting of the members of Shree Krishna Paper Mills & Industries Limited will be held on Thursday, September 20, 2012 at 10.00 A.M. at Aparna Business Centre, 5 Clive House, Strand Road, Kolkata - 700001 (West Bengal), to transact the following business :

ORDINARY BUSINESS

1. To receive, consider and adopt the audited Balance Sheet of the Company as at March 31, 2012 and the Statement of Profit and Loss for the year ended on that date together with the Reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. P. N. Singh, who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint a Director in place of Mr. L.C. Sharma, who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint M/s. Singal Brothers & Associates, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting of the Company and to authorize the Board of Directors to fix their remuneration.

SPECIAL BUSINESS

5. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution

“RESOLVED THAT Mr. L.C. Parashar who was appointed as an Additional Director of the Company by the Board of Directors and who holds office up to the date of the ensuing Annual General Meeting, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

6. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Section 81(1A) and all other applicable provisions of the Companies Act, 1956 (including any statutory modification or

re-enactment thereof, for the time being in force) and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time and other applicable guidelines/regulations issued by SEBI, the rules & regulations under the Foreign Exchange Management Act, 2000, including any amendment, modification, variation or re-enactment thereof, and the provisions of any rules/regulations/guidelines issued/framed by the Central Government, Reserve Bank of India, Foreign Investment Promotion Board, Securities and Exchange Board of India, Listing Agreement entered into by the Company with the Stock Exchange(s) where the shares of the Company are listed, and any other appropriate authorities (hereinafter collectively referred to as the “Appropriate Authorities”), provisions of the Memorandum and Articles of Association of the Company and subject to the approval, consent, permission and/or sanction and such conditions and modifications, as may be considered appropriate, the consent of the Company be and is hereby accorded to the Board to offer, issue, and allot, for cash consideration, on preferential allotment basis up to 20,00,000 equity shares of `10/- each at a price `10 or the price determined (including premium) in accordance with SEBI(Issue of Capital and Disclosure Requirements) Regulations,2009, whichever is higher to Mr. Vijay Kumar Gupta of Singapore on such terms as may be deemed appropriate in the best interest of the Company. The equity shares so issued shall rank pari-passu with the existing equity shares of the Company in all respects.

RESOLVED FURTHER THAT the “Relevant Date” for the purpose of calculating the issue price under Chapter VII of SEBI (ICDR) Regulations,2009 is August 21,2012 i.e. the date 30 days prior to the date of this General Meeting.

RESOLVED FURTHER THAT the aforesaid equity shares shall be subject to lock-in for a period of one year from the date of allotment or up to such extended period as per the provisions of SEBI (ICDR) Regulations, 2009.

RESOLVED FURTHER THAT for the purpose of giving effect to issue and allotment of equity shares, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may in its


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absolute discretion, deem necessary and desirable for such purpose, including without limitation, issuing clarifications on the issue and allotment of the Issue Shares, effecting any modification to the foregoing (including any modifications to the terms of the issue), preparing, signing and filing applications with the appropriate authorities for obtaining requisite approvals, liaising with appropriate authorities to obtain the requisite approvals and generally to do all such acts, deeds, things in this connection and incidental thereto as the Board may deem fit, without being required to seek any further consent or approval of the members or otherwise to the end and intent that they shall be deemed to have given approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Director including Managing Director or to any Committee or to the Company Secretary of the Company or to any Officer of the Company to give effect to the aforesaid resolutions”.

By order of the Board

New Delhi CS Anant Kr. Singh August 13, 2012 (Company Secretary)

NOTES:

1. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote, on a poll, instead of him/her and the proxy need not be a member of the Company. The instrument appointing proxy should, however, be deposited at the Registered Office of the Company not less than 48 hours before commencement of the meeting. A blank Proxy Form is enclosed.

2. Members are requested to bring their attendance slip along with their copy of annual report to the meeting.

3. The Register of Members and Share Transfer Books of the Company shall remain closed from 4th September, 2012 to 11th September,2012 (both days inclusive)

4. In respect of Equity Shares held in physical mode, all Members are requested to notify change in address, if any, to the Company/Registrar & Share

Transfer Agent, M/s Link Intime India Private Limited quoting their folio number and changed address with Pin Code. In respect of Equity Shares held in demat mode, all Members are requested to intimate changes with respect to their bank details, mandate, address etc. to their respective Depository Participant.

5. Corporate Members intending to send their authorized representatives to attend and vote at the meeting are requested to send a duly certified copy of Board Resolution.

6. Pursuant to Section 109A of the Companies Act, 1956 individual shareholders holding shares of the Company singly or jointly in physical form are entitled to make nomination in respect of shares held by them. The relevant Form 2B can be obtained from the Company on request.

7. All the documents referred to in the accompanying Notice are open for inspection by members at the Registered Office of the Company between 10.00 a.m. to 1.00 p.m. on all Working days up to the date of the Annual General Meeting.

8. Members desirous of asking any question or seeking any information in the meeting are requested to write a letter to the Company Secretary at least seven days before the date of meeting to enable the Management to keep the answer/information ready.

9. Re-appointment of Directors:

Pursuant to the provisions of Articles of Association, Mr. P.N. Singh and Mr. L.C. Sharma, Directors are retiring by rotation at the ensuing Annual General Meeting of the Company. The brief resumes of all such Directors and other information as per Clause 49 of the Listing Agreement with the Stock Exchanges are given in the Report on Corporate Governance.

EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 173(2) OF THE COMPANIES ACT, 1956

Item No.5

The Board of Directors of the Company had co-opted Mr. L.C. Parashar as an Additional Director of the Company w.e.f. 06th June,2012. In terms of the provisions of section 260 of the Companies


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Act, 1956, he holds office as an Additional Director till the date of the ensuing Annual General Meeting and being eligible for appointment as a Director.

Mr. L.C. Parashar, aged about 56 years, is a Commerce Graduate from Delhi University. He has vast experience in Paper business.

Your Company has received a notice, in writing, alongwith the requisite deposit from a Member, under Section 257 of the Companies Act, 1956 signifying his intention to appoint him as Director of the Company. The Board considers it desirable that the Company should continue to avail the services of Mr. L.C. Parashar and accordingly, commends the resolution for acceptance by the Members.

None of the directors is interested in the resolution of his appointment.

Item No. 6

To support its growth plans, the Company proposes to increase its capital base by way of infusion of equity. The Board of Directors of the Company has proposed to issue 20,00,000 equity shares of ̀ 10/- each to Mr. Vijay Kumar Gupta of Singapore on preferential allotment basis who has also agreed to acquire the same. As per the provisions of the Section 81(1A) of the Companies Act,1956, the issuance of shares on preferential basis will require approval of the Shareholders by way of special resolution.

Object of the preferential issue:

To raise the long term fund for the company to part finance the capital expenditure and long term working capital requirements.

Intention of promoter/directors/key management personnel to subscribe to the offer:

None of the promoters, directors or key management persons intends to subscribe to the offer

Pricing of the issue:

The above equity shares shall be issued at a price not less than higher of (a) the average of the weekly high and low of the closing prices of the equity shares quoted on a recognized stock exchange during the six months preceding the Relevant Date or (b) the average of the weekly high and low of the closing prices of the equity shares quoted on a recognized stock exchange during the two weeks preceding the Relevant Date.

Relevant Date:

“Relevant Date” for the purpose of calculating the issue price under Chapter VII of SEBI (ICDR) Regulations,2009 is August 21,2012 i.e. the date 30 days prior to the date of this General Meeting.

Pre-issue and Post-issue Shareholding Pattern of the Company:

S.No. Category Pre-Issue Post-Issue

No. ofShares

% of Shareholding

No. of Shares

% of Shareholding

1. Promoters, Directors, their relatives & Associates 57,10,680 49.56% 57,10,680 42.23%

2. Other’s like Corporate Body and Indian Public 46,11,000 40.02% 46,11,000 34.10%

3. NRI/OCB 12,00,000 10.42% 32,00,000 23.67%

Total 1,15,21,680 100.00% 1,35,21,680 100.00%

Proposed time within which the allotment shall be complete:

The allotment of shares will be completed within 15 days from the date of the passing of the resolution or within 15 days from receipt of regulatory approvals, whichever is later.

Identity of the proposed allottees and percentage of post-preferential issue capital that may be held by them:

Sr. No. Name of the proposed allottee Pre-Issue Holding No. of equity shares proposed to be allotted

Post issue shareholding

1 Mr. Vijay Kumar Gupta NIL 20,00,000 20,00,000 (14.79%)


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Change in Control:

The allotment would not result in any change in control over the Company or the management of the Company.

Lock-in:

The proposed equity shares under preferential allotment shall be subject to lock-in for a period of one year or up to such extended period as per the provisions of SEBI (ICDR) Regulations,2009, from the date of allotment.

Certificate from the Statutory Auditors of the Company certifying that the issue is being made in accordance with the requirements of SEBI (ICDR) Regulations,2009 shall be available for inspection during office hours at the Registered Office of the Company and shall be placed before the Shareholders’ at the general meeting.

In terms of Section 81(1A) of the Companies Act, 1956, approval of the members is required for allotment of securities on preferential basis to persons other than its existing Shareholders. Accordingly, the consent of the Shareholders is being sought to authorize the Board to issue and allot equity shares on preferential basis as stated in the resolution.

None of the Directors of the Company is in any way concerned or interested in the resolution. The Board recommends the resolution for your approval.

By order of the Board

New Delhi CS Anant Kr. SinghAugust 13, 2012 (Company Secretary)


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DIRECTORS’ REPORT

The Board of Directors of your Company is pleased to present its 40th Annual Report and the Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS (` in Lacs) 2011-12 2010-11Revenue from Operations (Net) 14,830.90 10,691.84Profit / (Loss) before finance cost, depreciation & exceptional items 1,482.25 325.07Finance Cost 798.14 727.03Depreciation & Amortisation Expenses 546.80 507.66Exceptional Items 94.09 --Profit /(Loss) before Taxation 43.22 (899.62)Tax Expenses -- 185.95Profit/ (Loss) after Tax 43.22 (713.67)

Your Directors feel immense pleasure in informing the members that during the year under review, operations of the Company grew significantly in terms of both the turnover and the profitability. The sales of the Company registered an increase of 38.71% from ̀ 10,691.84 lacs to ` 14,830.90 lacs. The increase in turnover has been primarily on account of better improved performance at Keshwana Unit of the Company. The Company has earned after tax profit of ` 43.22 lacs against loss of ` 713.67 lacs in previous year reflecting a considerable growth. The improved performance and increase in capital has resulted into positive net worth and hence, reference has been declined by the Board for Industrial and Financial Reconstruction.

DIVIDEND

The Directors are unable to recommend any dividend on equity shares due to unabsorbed depreciation and accumulated losses of previous years. Because of this reason, 4% dividend aggregating to ` 23.24 lacs (including dividend distribution tax) on the outstanding 4% cumulative redeemable preference shares has also been accumulated.

SHARE CAPITAL

During the year, the Company has allotted 20,70,000 Equity Shares of ` 10/- each at a premium of ` 6/- per share on preferential allotment basis.

CURRENT OUTLOOK

The outlook for the paper industry is very positive and is expected to be doubled to reach 20 million tons over the next 8 years. With the anticipated measurement in the economic growth, demand for paper and paper products is expected to improve significantly in the coming days. Increasing corporate spend, improving literacy and living standards, declining poverty and

higher disposable incomes in India have been the macro-economic drivers that are likely to increase the demand for paper in the country in the long run.

CORPORATE GOVERNANCE

Your Company is committed towards achieving the highest standard of Corporate Governance. Accordingly, your Board functions as trustees of the Shareholders and seeks to ensure the long term economic value for its shareholders while balancing the interest of the stakeholders.

A detailed report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange together with Auditor’s Certificate confirming compliance of the conditions is annexed to this report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and rules framed there under.

DIRECTORS

In accordance with Articles of Association of the Company and the provisions of the Companies Act, 1956, Mr. P. N. Singh and Mr. L. C. Sharma are retiring by rotation and being eligible; offer themselves for re-appointment at the ensuing Annual General Meeting of the Company.

w.e.f. 6th June, 2012, Mr. L.C. Parashar has been appointed as an Additional Director and Mr. D.R. Mehta has resigned from the Directorship of the Company. The Board placed on record the immense contribution made by Mr. D.R. Mehta during his tenure as a Director.


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The Board of Directors recommends their appointment/re-appointment.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed at Bombay and Calcutta Stock Exchanges. The Company’s delisting application with Calcutta Stock Exchange is in process since long.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Directors of your Company hereby confirm that:

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

ii) the accounting policies have been selected and applied consistently and 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 as at March 31, 2012 and of the Profit of the Company for that year;

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.

COST AUDITORS

Pursuant to the provision of Section 233B of the Companies Act, 1956, the Central Government has approved the reappointment of M/s. Vijender Sharma & Associates, Cost Accountants to conduct Audit of cost record of the paper for the financial year ending March 31, 2012. Cost Audit Reports for the same would be submitted to the Central Government within the prescribed time.

Pursuit to rule 5 of the Cost Audit Report Rules, Cost Auditor Reports of Paper for the year ended March 31, 2011 were filed with the Central Government on September 30, 2011.

AUDITORS

M/s. Singal Brothers & Associates, Chartered Accountants, New Delhi, the Statutory Auditor of the Company hold office until the conclusion of the

forthcoming Annual General Meeting of the Company and are being eligible for re-appointment. Yours Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(IB) of the Companies Act, 1956.

AUDITORS’ REPORT AND BOARD’S CLARIFICATION

The notes to the accounts referred to in the Auditors’ Report are self explanatory and no further explanation is considered necessary. However, the clarifications on the qualifications in the Auditors’ Report are as under:-

Regarding deferred tax assets on accounts of unabsorbed depreciation and carry forward losses, the management is virtually certain of realisation of deferred tax assets in future in view of significant improvement in the quantity, quality of the products and improved conditions of the market, as further explained in Note No 2.37 of Notes to financial statements.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information in respect of above activity required to be disclosed under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure forming part of this report.

PARTICULARS OF EMPLOYEES

Disclosure of details required in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not applicable as none of the employee was in receipt of remuneration in excess of the limits prescribed therein.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the cooperation and the assistance received from the Government Authorities, Regulatory Bodies, Bankers and every Stakeholder of the Company including Suppliers, Customers, Shareholders etc.

Your Directors take this opportunity to place on record their appreciation for the valuable contribution made and excellent cooperation rendered by the employees at all levels for the progress and prosperity of the Company.

For & on behalf of the Board

New Delhi P.N. Singh N.K. PasariAugust 13, 2012 Director Managing Director


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ANNEXURE TO DIRECTORS’ REPORT

I. CONSERVATION OF ENERGY Energy Conservation measures taken, Results Achieved & Plans for the future

1. Installation of new transformer to distribute the load.2. Replacement of electric motors for saving in power consumption.3. Changes in various devices/equipments to reduce power cost.4. Further studies are being conducted for energy conservation.

FORM A

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A. Power and Fuel Consumption 2011-2012 2010-2011 1. Electricity (a) Purchased Units Consumed (Kwh) 2,63,15,965 2,10,57,451 Total Amount (` in lacs) 1,267.77 909.59 Rate per unit (`) 4.82 4.32

(b) Own Generation (Through Diesel & Gas) Units Generated (Kwh) 22,40,540 19,14,313 Units per Ltr. of Diesel & per SCM of Gas 3.17 3.19 Cost per unit (`) 8.95 7.83

2. Furnace Oil/LDO Quantity (Ltrs.) 4,680 32,960 Total Amount (` in lacs) 1.37 10.02 Average Rate (` Per Ltr) 29.20 30.40

3. Gas (RNG) Quantity (SCM) 9,35,041 7,64,877 Total Amount (` in lacs) 182.42 140.19 Average Rate (` Per SCM) 19.51 18.33

4. Mustard Husk Quantity (Kgs.) 1,84,15,363 1,53,90,718 Total Amount (` in lacs) 537.15 462.64 Average Rate(` Per Kg.) 2.92 3.01

B. Consumption per unit of Production Electricity - Unit per MT -In Coating unit 106 118 -In Paper Manufacturing unit 814 826 Own Generation (Diesel & Gas) - Unit per MT 246 239 Furnace Oil - Ltrs. per MT 1 4 Gas (RNG) - SCM per MT 105 98 Mustard Husk 591 631


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II. TECHNOLOGY ABSORPTIONFORM B

DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION

A. RESEARCH AND DEVELOPMENT (R&D)

1. Specific areas in which R&D carried out by the Company:- Removal of Condensate from Dryers for

balancing the increased machine speed.- New Felt Rolls changed.- Modification in Coating Machine for

better quality.

2. Benefits derived as a result of the above R&D: - Increased yield of finished goods by

reducing wastage.- Higher machine speed and improved

quality.- Savings in power & fuel cost.

3. Future plan of action:- Further increase in the machine speed.- Savings in power consumption.- Increase in production with better quality.

4. Expenditure on R & D: Research & Development is carried out in

house as well as with the help of external sources also and the expenses incurred on this are booked under general accounting head.

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts in brief made towards technology absorption, adaptation and innovation.- Installation of CH5 Screen to increase

pulp quantity.- Modification in shafts for bigger sizes of

bearings.- Efforts are going on for further

improvements.

2. Benefits derived as a result of the above efforts, (e.g.) product improvement, cost reduction, product development, import substitution, etc.- Increase in speed of machine.- Achievement of higher production.- Improvement in quality of paper.

3. Technology imported during the last five years: No specific technology has been imported

during the last five years.

III. FOREIGN EXCHANGE EARNINGS & OUTGO

1. Activities relating to exports, initiatives taken to increase exports, development of new Export market for products and services and export plans:

During the year under review, the Company has made export to Singapore. The Company is in continuous process to promote its products in other countries to increase its market share. The Company promptly responds on the enquiry/information received from the prospective buyers.

2. Total Foreign Exchange used and earned:

Expenditure in Foreign Currency : ` 963.61 lacsFOB Value of exports : ` 15.74 lacs

For & on behalf of the Board

New Delhi P.N. Singh N. K. PasariAugust 13, 2012 Director Managing Director


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MANAGEMENT DISCUSSION AND ANALYSIS

Industry Structure and Development

The future of paper industry is linked to the future of Indian economy. The new modern times is going to be the expansion of the knowledge. So the demand for paper would go on increasing in times to come. The paper industry trends show that the paper manufacturing companies are adopting strategy which is directed towards globalization.

The Indian paper industry is a thriving industry and is expected to grow well in the years to come. The uses of paper can not be ignored and this awareness is bound to bring about the changes in the paper industry for the betterment. The demand of paper and paper products grow and match with the GDP growth. The Government’s trust on education, rising level of literacy and several other factors have led to increasing demand for paper in recent years. The per capita consumption of paper and boards in India is lowest among the major developing countries and hence, paper market development in India seems strong.

Opportunities and Threats

The paper industry in India has reasonably bright prospect in coming years. The rapid change in the life style of both rural and urban Indian, specifically in the strong middle class segment having high disposal amount will fuel higher growth in the paper industry. The next generation paper industry will see large new investments in the contemporary technology. Indian manufacturers are making huge capital investments to replace old machineries and are adopting latest technologies to improve production efficiency and to ensure an uninterrupted supply of raw material.

Increase in raw material, energy and finance cost have put enormous pressure on the cost of production. To bring down the cost pressure, focus is on innovative measures in the entire supply chain management.

Outlook

The outlook for the paper industry is very positive and is expected to be doubled to reach 20 million tons over the next 8 years. With the anticipated measurement in the economic growth, demand for paper and paper products is expected to improve significantly in the coming days. Increasing corporate spend, improving

literacy and living standards, declining poverty and higher disposable incomes in India have been the macro-economic drivers that are likely to increase the demand for paper in the country in the long run.

Risk & Concerns

The Company has adopted a Risk Management framework which comprises the risk organization structure, procedures and the risk management policies. The Company is constantly monitoring and assessing the internal as well as external risk factors associated with day to day business operations, financial management and thereby effectively mitigating possible risks associated therewith.

Internal Control System and their adequacy

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These systems are designed to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized, recorded and reported. The Company has an internal audit function, which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements. The management duly considers and takes appropriate action on the recommendations made by the statutory auditors, internal auditors and the independent Audit Committee of the Board of Directors.

Financial Performance

During the year under review, operations of the Company grew significantly in terms of both the turnover and the profitability. The sales of the Company registered an increase of 38.71% from ̀ 10,691.84 lacs to ` 14,830.90 lacs. The increase in turnover has been primarily on account of better improved performance at Keshwana Unit of the Company. The Company has earned after tax profit of ` 43.22 lacs against loss of ` 713.67 lacs in previous year reflecting a considerable growth.

Material Developments in Human Resources/Industrial Relations front

The Company firmly believes that employees constitute


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the most vital force in improving the organization forward. The Human Resource Department of the Company has maintained better environment in and around the workplace. The Company continues to improve its policies tailored to enhance individual and organizational welfare. Participative style of management ensures excellent relations throughout the organization.

Cautionary Statement

Statements and Information in the Management Discussion and Analysis describing the Company’s objectives, estimates and expectations may be “forward looking statements” within the meaning of applicable securities laws and regulations. Actual results may differ materially due to economic conditions affecting demand/supply and price conditions, Government regulations, tax regimes and other incidental/related matters. The Company does not undertake and update any forward looking statements that may be made from time to time by or on behalf of the Company.


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REPORT ON CORPORATE GOVERNANCE

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

The Company believes that good Corporate Governance is essential to achieve long term corporate goals and enhance stakeholder’s value. Thus, Company’s philosophy on Corporate Governance is aimed at the attainment of higher level of transparency, accountability and compliance of laws. The Company also considers that good ethics make a good business sense. The Company is committed to full, fair, accurate and timely disclosures of all the required reports.

2. BOARD OF DIRECTORS

The Company has a balanced combination of Executive and Non-Executive Independent Directors. The present Board comprises of 6 Directors out of which 1 is Executive and 5 are Non-Executive Directors. Non-Executive Directors have considerable exposure in their respective fields and include 3 Independent Directors.

None of the Directors on the Board is a member in more than 10 Committees and act as a Chairman in more than 5 Committees (as specified in Clause 49 in the Listing Agreement), across all the Companies in which he is a Director.

i) Composition of the Board and Attendance Record of Directors

Name/Designation of

Directors

Executive/Non Executive/

Independent

No. of Position held in other companies

No. of Board Meetings Attended

Attendance at Last AGM

Board Committee

Mr. N.K. PasariManaging Director

ED (P) 2 NIL 18 No

Mr. B.N. Pasari NED (P) 8 NIL 13 No

Mr. B.K. Pasari NED (P) 7 NIL 07 Yes

Mr. L. C. Sharma NED (I) 8 NIL 07 Yes

Mr. P.N. Singh NED (I) 2 NIL 18 No

Mr. D.R. Mehta* NED (I) NIL NIL 18 No

Mr. L.C. Parashar** NED(I) 1 NIL N.A. N.A.*Resigned from directorship w.e.f. 6th June, 2012.** Appointed as an additional director w.e.f. 6th June,2012ED (P) – Executive Director (Promoter) NED (P) - Non-Executive Director (Promoter)NED (I) - Non-Executive Director (Independent)

ii) Number of Board Meetings heldDuring the year ended March 31, 2012, Eighteen Board Meetings were held on the following dates:-

25th April, 2011, 12th May, 2011, 14th June, 2011, 04th July, 2011, 04th August, 2011, 10th August, 2011, 24th August, 2011, 26th August, 2011, 24th September, 2011, 05th October, 2011, 20th October, 2011, 11th November, 2011, 13th December, 2011, 14th January, 2012, 07th February, 2012, 29th February, 2012, 7th March, 2012 and 28th March, 2012. The maximum time gap between any two Board Meetings was 33 Days.

iii) Brief Resume of Directors proposed for re-appointmentAs required under Clause 49 of the Listing Agreement, the brief resume of the Directors proposed for re-appointment and other information is furnished below:-

a) Mr. P.N.Singh, about 64 years, is an Independent Director of the Company since 2010. He is a businessman and having wide experience of accounting, marketing and finance matters. He is Director in M/s Shashi International Pvt. Ltd. & M/s Wall and Dalal Finance Ltd. He is the Chairman of Shareholder/Investor Grievance Committee and Member of Audit Committee and Remuneration Committee of the Board of the Company.


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b) Mr. L.C. Sharma, aged about 57 years, is a Director of the Company since 2002. He is Commerce graduate and having rich experience in paper trading business, finance, accounts and other allied areas. He is a Director in the following companies viz. M/s RDD Paperplast Pvt. Ltd., M/s Poly Cardage Pvt. Ltd., M/s Violet Merchants Pvt. Ltd., M/s Klinton Consultants Pvt. Ltd., M/s Uttarpara Trading Pvt. Ltd., M/s Prosys Infosolution Pvt. Ltd., and M/s Venktesh Trading Co. Ltd. He is the Chairman of Audit Committee and Member of Shareholder/Investor Grievance Committee and Remuneration Committee of the Board of the Company.

3. COMMITTEES OF THE BOARD

The Board has constituted the following three Committees for efficient functioning of the Company:-

i) Audit Committee

The primary objective of the Audit Committee is to monitor and to provide effective supervision of financial reporting process with a view to ensure accurate and timely disclosure with the highest level of transparency. The Committee overseas the work carried out by the management, Internal Auditor and the Statutory Auditor.

The Committee comprises three Non-Executive Directors, all of whom are Independent Directors. During the year,2011-12, six meetings of the Audit Committee were held on 07th May, 2011, 06th June, 2011, 09th August, 2011, 24th August, 2011, 9th November, 2011 and 07th February, 2012.

Details of the composition of the Committee and attendance record are given below:-

Sr. No.

Name Category No. of Meetings attended

1. Mr. L. C. Sharma NED (I) 6

2. Mr. P.N. Singh NED (I) 6

3. Mr. D. R. Mehta* NED (I) 6

4. Mr. L.C. Parashar** NED (I) N.A.*Resigned w.e.f. 6th June,2012.** Appointed w.e.f. 6th June,2012.NED (I) - Non-Executive Director (Independent)

The meetings of the Audit Committee are chaired by Mr. L. C. Sharma, a Non-Executive and Independent Director who is having excellent accounting and

financial management expertise. The Company Secretary acts as the Secretary to the Committee.

The terms of reference of Audit Committee are as per Clause 49 of the Listing Agreement read with Section 292A of the Companies Act,1956 and includes such other functions as may be assigned to it by the Board from time to time.

The Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company. It reviews Company’s financial reporting process, disclosure of financial information, quarterly/annual financial statements and recommends the appointment of Statutory Auditors and their fees. The Committee also reviews significant related party transactions, internal control weaknesses and results of operations.

ii) Shareholders’ / Investors’ Grievance Committee

The Shareholders’/ Investor Grievances Committee has been constituted to ensure that all commitments to Shareholders and Investors are met and thus, strengthen their relationship with the Company. The terms of reference of the committee includes redressal of Shareholders/Investors grievances such as transfer/transmission of shares, non-receipt of balance sheet, non-receipt of dividend, dematerialization/rematerialisation of shares etc.

Mr. P.N. Singh, the Chairman of the Committee and Mr. D.R. Mehta*, Mr. L. C. Sharma and Mr. L.C. Parasher** members of the committee are Non-Executive and Independent Directors of the Company. The Committee also recommends measures for overall improvement in the quality of investor services. During the year-2011-12, four meetings of the Investor Grievance Committee were held on dated 30th April, 2011, 30th November, 2011, 31st December, 2011 & 30th March, 2012.*Resigned w.e.f. 6th June,2012.** Appointed w.e.f. 6th June,2012.

iii) Remuneration Committee

The Company has formed a Remuneration Committee as stated in the Listing Agreement, consisting of Mr. D. R. Mehta* and Mr. L.C. Parashar** as Chairman, Mr. L. C. Sharma & Mr. P.N. Singh as members of the committee. The Remuneration Committee works as per the provisions of Schedule XIII to the Companies Act, 1956 in the matter of fixation of remuneration of Executive Directors. *Resigned w.e.f. 6th June,2012.** Appointed w.e.f. 6th June,2012.


14

4. REMUNERATION TO DIRECTORS

(i) Remuneration to Managing Director

The details of remuneration paid to Mr. N. K. Pasari, Managing Director during the year ended March 31, 2012 is as under:-

(Amount in `)

Salary# HRA Perquisites Total

85,396 28,387 9,900 1,23,683

# Salary includes bonus and contribution to Provident Fund.Note: The Company has paid remuneration to Mr. N. K. Pasari for three months period w.e.f. 1st Jan, 2012.

(ii) Criteria of making payments to Non-executive Directors

The Company does not pay any remuneration or sitting fee to the Non-Executive Directors. They are entitled to claim the actual out-of-pocket expenses incurred for attending Board Meetings.

(iii) Details of shareholding of Non-Executive Directors as on March 31, 2012 is as under:-

Name of the Directors

Category / Status No. of Shares held

No. of convertible instruments

Mr. B.N. Pasari Non-Executive Director

200 0

Mr. B.K. Pasari Non-Executive Director

0 0

Mr. D.R. Mehta* Non-Executive Director

0 0

Mr. L. C. Sharma Non-Executive Director

0 0

Mr. P.N. Singh Non-Executive Director

0 0

*Resigned from directorship w.e.f. 6th June, 2012.

The Company does not have any stock option plan for the Directors.

5. MANAGEMENT

The Management Discussion and Analysis on all the matters as specified in Clause 49 of the Listing Agreement has been included and is a part of the Annual Report.

6. SHAREHOLDERS

i) Communication to Shareholders• The quarterly results are published in the

Financial Express (English) and Duranto Barta (Bengali language) both Kolkata editions.

• The results are simultaneously posted on Company’s website i.e. www.skpmil.com. The Company uploads the specified reports on website www.corpfiling.co.in as required by SEBI as per Corporate Filing & Dissemination System.

• The results are not sent individually to the shareholders.

• There are no presentations made to the institutional investors or analysts during the year.

ii) Compliance Officers• The Secretarial Department of the Company

headed by Mr. Anant Kumar Singh, Company Secretary who has also been nominated as the “Compliance Officer” of the Company, attends to all shareholders/investors grievances received directly or through SEBI, Stock Exchanges, Department of Company Affairs and other authorities.

• The Company has framed a Code of Internal Procedure under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 to prevent insider trading. Mr. S. K. Agarwal, Sr. Vice President (Finance) is the Compliance Officer for complying with the said code.

iii) General Body Meetings

Details of location, time and date of last three Annual General Meetings of the Company were held:-

Year Venue of Meeting

Date & Time

Special Resolution Passed

2008-09 Aparna Business Centre, 5 Clive House, Strand Road, Kolkata – 700 001

24th September, 2009, 10.00 A.M.

1. Resolution for issuing 4% Cumulative Redeemable Preference Shares @ ` 100/- each aggregating to ` 5 Crores.


22nd September, 2010, 10.00 A.M.

1. Resolution for Re-appointment of Managing Director for the period of one year w.e.f. 01st January, 2011 without any remuneration.


28th September, 2011, 10.00 A.M.

1. Resolution of Preferential Allotment of 6,50,000 equity shares to M/s Gopala Sales Pvt. Ltd.

During the year 2011-12, one special resolution was passed through postal ballot for preferential allotment of 20,70,000 equity shares of ` 10/- each at a premium


15

of ` 6/- per share for cash consideration to M/s Gopala Sales Pvt. Ltd., M/s Global Manufacturers & Products Pvt. Ltd. and M/s SKCS Finvest Pvt. Ltd. The postal ballot exercise was conducted by M/s. Bansal Manish & Co., Company Secretaries, New Delhi. Total number of votes cast in favour of resolution was 99.99% of total votes received.

7. DISCLOSURES

a) There were no materially significant related party transactions between the Company and its Directors & Promoters, which had potential conflict with the interests of the Company at large. The details of related party transactions during the year have been set out under Note No. 2.42 of Notes to financial Statements.

b) The Company has complied with the requirements of Stock Exchanges, SEBI and other statutory authorities on matters relating to Capital Markets during the last three years and no penalties or strictures have been imposed on the Company by any of the authorities during the above said period.

c) The Company has complied with the mandatory requirements of Clause 49 of the Listing Agreement.

8. GENERAL SHAREHOLDER INFORMATION

i) Annual General Meeting: Date : 20th September, 2012 Time : 10.00 A.M. Venue : Aparna Business Centre, 5, Clive Hous Strand Road, Kolkata - 700 001

ii) Financial Calendar (tentative):

Board Meeting to take on record Schedule

Results for the * Quarter ending 30th June, 2012* Quarter ending 30th September, 2012* Quarter ending 31st December, 2012* Quarter ending 31st March, 2013

On or before Aug 14, 2012On or before Nov 14, 2012On or before Feb 14, 2013On or before May 30, 2013

iii) Book Closure Date : 4th September, 2012 to 11th September 2012 (both days inclusive).

iv) Listing on Stock Exchanges:

The Equity Shares of the Company are listed on the following two Stock Exchanges:

Name & Address of the Stock Exchanges Stock Code

Bombay Stock Exchange Ltd.Floor 25, P J Towers,Dalal Street,Mumbai - 400 001

* The Calcutta Stock Exchange Association Ltd.7, Lyons Range,Kolkata - 700 001

500388

29133

*The Company’s delisting application with Calcutta Stock Exchange is in process since long.

Note: The Company has paid the Listing Fee to Bombay Stock Exchange Ltd. upto 2012-13.

v) Stock Market Data:

The Equity Shares of the Company are traded at the Bombay Stock Exchange Limited (BSE) only. The performance of the Equity Shares of the Company in comparison to BSE Sensex is given hereunder:-

Month Share Prices BSE Sensex

High Low High Low

April, 2011May, 2011June, 2011July, 2011August, 2011September, 2011October, 2011November, 2011December, 2011January, 2012February, 2012March, 2012

17.8516.7016.0515.5015.5014.0014.00

--13.3513.0011.2010.00

17.0016.7015.1515.5014.3514.0014.00

--13.3511.759.139.04

19,811.1419,253.8718,873.3919,131.7018,440.0717,211.8017,908.1317,702.2617,003.7117,258.9718,523.7818,040.69

18,976.1917,786.1317,314.3818,131.8615,765.5315,801.0115,745.4315,478.6915,135.8615,358.0217,061.5516,920.61

Source: www.bseindia.com

vi) Registrar and Share Transfer Agents

M/s Link Intime India Pvt. Ltd has been appointed as the Registrar and Share Transfer Agents for the equity shares of the Company in physical and electronic form. Shareholders/Investors can direct all correspondence with regard to share transfer, transmission and change of address etc. at their following address:-

Link Intime India Pvt. Ltd.A-40, 2nd Floor,Naraina Industrial Area,Phase-II, New Delhi – 110 028Ph. # 011- 41410592 to 94Fax # 011- 41410591Email Id.: [email protected] Persons: Mr. Swapan Kumar Naskar Mr. Shamwant Kushwaha


16

vii) Share Transfer System

M/s Link Intime India Pvt. Ltd. processes all share transfers/transmissions and then put the same for approval by the Share Transfer Committee of the Company. The meeting of Share Transfer Committee is held at least once in a fortnight. All the physical share certificates are sent to the transferees subsequent to transfer within the prescribed period.

viii) Status of complaints/ queries and their redressal as on March 31, 2012:-

During the year, the Company has received two complaints and the same were duly resolved. As on date, no complaints are pending other than those, which are under litigation, disputes or court orders.

ix) Pending Share Transfers

No share transfers were pending as on March 31, 2012.

x) Dematerialization of Shares:

The Company has entered into an agreements with NSDL and CDSL for dematerialization of shares. As on March 31, 2012, a total of 29,53,962 Equity Shares representing 25.64% of the total paid-up capital of the Company have been dematerialized. Members are advised to get their shares converted into demat mode. The shares of the Company can be traded in demat mode only.

The Company’s ISIN No.: INE 970C01012

xi) Distribution of Shareholding:

The distribution of shareholding as on March 31, 2012 was as under:-Shareholding of

SharesShare-holders Number

% No. of Shares

%

1 to 500 501 to 1000 1001 to 2000 2001 to 3000 3001 to 4000 4001 to 5000 5001 to 1000010001 & above

1062140

3820

789

20

81.4410.74

2.911.530.540.620.691.53

2,11,823 1,19,532

57,99052,34724,41636,53368,606

1,09,50,433

1.841.040.500.450.210.320.60

95.04Total 1304 100.00 1,15,21,680 100.00

xii) Outstanding GDRs/ADRs/Warrants etc:

The Company has no outstanding GDRs/ADRs/Warrants or any convertible instruments as on March 31, 2012.

xiii) Plant Location:

Coating Division:T-4, Old Industrial Area,Bahadurgarh - 124 507Haryana State

Paper Division:Plot No. “SPL-A” RIICO Industrial Area,Village - Keshwana, Tehsil - Kotputli,Distt. Jaipur (Rajasthan)

xiv) Address for correspondence:

Shree Krishna Paper Mills & Industries Ltd.4830/24, Prahlad Street, Ansari Road, Darya Ganj,New Delhi -110 002.Phone Nos.: 91-11-23261728, 30953200, 201Fax No.: 91- 11-23266708e-mail ID: [email protected]: www.skpmil.com

xv) CEO/CFO Certification:

As required by clause 49 of the Listing Agreement, the Certificate duly signed by Mr. N.K. Pasari, Managing Director and Mr. S.K. Agarwal, Sr. Vice President (Finance) of the Company was placed before the Board of Directors at its meeting held on August 13,2012.

xvi) Compliance of Code of Conduct:

Your Company has laid down a Code of Conduct for all Board Members and Senior Management as stipulated in Clause 49 1(D) of the Listing Agreement. All Board Members and the Senior Management personnel have affirmed their compliance with the said Code of Conduct for the financial year ended March 31, 2012. The declaration signed by Mr. N. K. Pasari, Managing Director is given hereunder:-

Declaration under clause 49 1 (D) for compliance with Code of Conduct

As per the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, the Company has laid down a Code of Conduct for its Board of Directors and Senior Management.

I, N. K. Pasari, Managing Director of the Company confirm the compliance of this Code of Conduct by all the members of the Board and Senior Management personnel.

For Shree Krishna Paper Mills & Industries Ltd

New Delhi N. K. PasariAugust 13, 2012 Managing Director


17

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To The Members of,Shree Krishna Paper Mills & Industries Limited

We have examined the compliance of conditions of Corporate Governance by Shree Krishna Paper Mills & Industries Limited for the year ended March 31, 2012, as stipulated in Clause 49 of the Listing Agreement of the Company with Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that no investor grievances are pending other than those, which are under litigation, disputes or court orders for a period exceeding one month against the Company as per the records maintained by the Company.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Singal Brothers & Associates(Firm Regn. No. 002031N)

Chartered Accountants

August 13,2012 (Subhash Gupta)New Delhi Partner

Membership No. 095387


18

AUDITORS’ REPORT

To the Members of Shree Krishna Paper Mills & Industries Limited

1. We have audited the attached Balance Sheet of Shree Krishna Paper Mills & Industries Limited as at March 31, 2012, the statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 (as amended) (The Order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (‘The Act’), we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Attention is drawn to the following:- Deferred tax assets amounting to ` 626.48 lacs

upto 31.03.2011 have been recognized in the accounts on the basis of future income projections made by the management, as in the opinion of the management, there is a virtual certainty that sufficient taxable income would be available in future to adjust such deferred tax assets. We are unable to offer our comments on such projections and creation of deferred tax assets and consequent impact thereof, if any. During the current year, deferred tax assets have been recognized only to the extent of deferred tax liability.

5. Further to our comments in the Annexure referred to in paragraph 3 above, we report that :(a) We have obtained all the information

and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 except otherwise stated in para 4 above;

(e) On the basis of written representations received from the Directors of the Company and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and notes thereon and subject to our observations as mentioned in para 4 above regarding deferred tax assets, give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:-

i) In the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2012

ii) In the case of Statement of Profit and Loss, of the Profit of the Company for the year ended on that date; and

iii) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.



August 13, 2012 (Subhash Gupta)New Delhi Partner



19

ANNEXURE TO THE AUDITORS’ REPORT(Referred to in Paragraph 3 of our Report of even date)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed Assets have been physically verified by the management during the year based on a phased programme of verification which in our opinion is reasonable having regard to the size of the Company and nature of its business. No material discrepancies were noticed on such physical verification.

(c) The Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

(ii) (a) As per the information and explanations given to us, the inventory (except goods in transit) has been physically verified by the management during the current year. In our opinion, the frequency of such verification is reasonable.

(b) As per the information and explanations given to us, the procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) As per the information and explanations given to us, the Company is maintaining proper records of inventory. Discrepancies identified on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

(iii) (a) As informed to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (iii) (b) to (d) of the Order are not applicable.

(b) The Company has taken unsecured loans from two Companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year is ` 111.67 lacs and year end balance of loans taken from such parties is ` 111.67 lacs.

(c) In our opinion, the rate of interest and other terms and conditions on which such loans have been taken are not prima facie prejudicial to the interest of the Company.

(d) The Company is regular in payment of interest, as stipulated and no amount of principal loans

were repayable during the year.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangement that need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been entered into the register maintained under section 301 of the Companies Act, 1956 in respect of each party during the year have been made at prices which are reasonable having regard to the prevailing market price at the relevant time except in cases where comparison could not be made in the absence of similar transactions with other parties.

(vi) As per the information and explanations given to us, the Company has not accepted any deposits from the public of the nature which attracts the provisions of section 58A, 58AA or any other relevant provisions of the Companies Act 1956, and the rules made there under. Therefore the provisions of clause 4 (vi) of the said Order are not applicable to the Company.

(vii) In our opinion, the internal audit system of the Company is commensurate with the size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of paper industries and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.


20

(ix) (a) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-Tax, Sales-tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities to the extent applicable and there are no undisputed statutory dues payable for a period of more than six months from the date they becoming payable as at 31st March, 2012.

(b) According to the records of the Company, the dues outstanding in respect of Income Tax, Sales Tax, Service Tax, Custom Duty, Wealth Tax, Excise Duty and Cess on account of any dispute, are as follows:-

(` in Lacs)

Nature of the Statute

Nature of dues

Amount Period to which the amount

relates

Forum where dispute is pending

Custom Act, 1962

Custom Duty

228.14 2002-2003 Hon’ble High Court, Jaipur.

Central Excise Act,

1944

Excise Duty 6.00 November, 2006 to July. 2007

Hon’ble CESTAT, New Delhi

Central Excise Act,

1944

Excise Duty 38.44 02-03-2004 to 13-04-2007


Central Excise Act,

1944

Excise Duty 6.64 September, 2007 to March, 2008


Central Excise Act,

1944

Service Tax 0.65 2006-2008 Hon’ble CESTAT, New Delhi

Pollution Control Board

Water Cess 4.92 01-06-2007 to 31-12-2011

Cess Appellate Committee

Central Excise Act,

1944

Service Tax 7.16 10-09-2004 to 31-03-2007

Jt. Commissioner (Excise)

Central Excise Act,

1944

Excise Duty 3634.74 19-01-2004 to 31-03-2011

Commissioner (Excise)

LADT -Haryana

Sales Tax 213.83 Various years Hon’ble Supreme Court

Custom Act ,1962

Custom Duty

21.83 08-07-2011 to 27-07-2011

Additional Commissioner

(Custom), Jaipur

Central Excise Act,

1944

Service Tax 12.32 2009-10 & 2010-2011

Commissioner Appeal (Excise)

(x) The Company has accumulated losses as per books of account at the end of the financial year which is more than 50% of its net worth. Reference is further drawn to Note No. 2.37 of Notes to financial statments regarding recognition of deferred tax assets impact whereof is not ascertainable at this stage. The Company has not incurred cash losses during the current financial year but incurred cash losses in the immediately preceding financial year.

(xi) As per books and records maintained by the Company and according to the information

and explanations given to us, the Company has not defaulted in repayment of dues to banks, financial institutions and debenture holders.

(xii) According to the information and explanations given to us, the Company has not granted loan and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a Nidhi / mutual benefit fund/ society. Therefore the provisions of clause 4 (xiii) of the said Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore the provisions of clause 4 (xiv) of the said Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from banks or financial institutions.

(xvi) According to the information and explanations given to us, the Company has utilized the term loans during the year for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long term investment.

(xviii) The Company has not made any preferential allotment of shares during the year to any parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money by way of public issue during the year.

(xxi) In our opinion and according to the information and explanations given to us by the management which have been relied upon by us, no fraud on or by the Company has been noticed or reported during the year.



August 13, 2012 (Subhash Gupta)New Delhi Partner



21

BALANCE SHEET AS AT MARCH 31, 2012

(` in lacs) Note As at As at No. March 31, 2012 March 31, 2011I. EQUITY AND LIABILITIES (1) Shareholders’ Funds Share Capital 2.1 1,652.17 1,445.17 Reserves & Surplus 2.2 (1,593.75) (1,761.17)

(2) Non-Current Liabilities Long Term Borrowings 2.3 3,229.39 3,892.29 Other Long Term Liabilities 2.4 266.75 220.48 Long Term Provisions 2.5 148.07 121.00

(3) Current Liabilities Short Term Borrowings 2.6 2,574.39 2,290.46 Trade Payables 2.7 1,515.82 1,445.63 Other Current Liabilities 2.8 1,262.30 1,195.98 Short Term Provisions 2.9 23.68 19.76

TOTAL (1 to 3) 9,078.82 8,869.60

II. ASSETS (1) Non Current Assets Fixed Assets (i) Tangible Assets 2.10 3,676.11 3,957.59 (ii) Capital Work-in-Progress 2.32 - Non-Current Investments 2.11 1.22 1.22 Deferred Tax Assets (Net) 2.12 626.48 626.48 Long Term Loans and Advances 2.13 144.68 103.07 Other Non-Current Assets 2.14 25.20 96.99

(2) Current Assets Inventories 2.15 2,031.89 2,096.21 Trade Receivables 2.16 1,838.88 1,168.71 Cash & Bank Balances 2.17 193.67 154.74 Short Term Loans and Advances 2.18 519.43 634.13 Other Current Assets 2.19 18.94 30.46

TOTAL (1 to 2) 9,078.82 8,869.60

Significant Accounting Policies 1 Notes to Financial Statements 2

In terms of our attached audit report For and on behalf of the BoardFor Singal Brothers & Associates Firm Regn. No.: 002031N Chartered Accountants

(Subhash Gupta) Partner Membership No. 095387

New Delhi August 13, 2012

N. K. Pasari Managing Director

P.N. Singh Director

Anant Kr. Singh Company Secretary


22

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON MARCH 31, 2012

(` in lacs) Note Year Ended Year Ended No. March 31, 2012 March 31, 2011I) Revenue from Operations Sales of Products 2.20 15,022.99 10,797.04 Other Operating Revenue 38.88 32.73 15,061.87 10,829.77 Less: Excise Duty 230.97 137.93 Revenue from Operations (Net) 14,830.90 10,691.84

II) Other Income 2.21 44.46 64.32

III) TOTAL REVENUE (I + II) 14,875.36 10,756.16

IV) EXPENSES Materials Consumed 2.22 9,554.16 7,502.88 Purchase of Stock-In-Trade - 1.82 Changes in Inventories of Finished Goods, Work in Progress and Stock in Trade 2.23 (45.95) (131.27) Employee Benefits Expenses 2.24 732.08 645.39 Finance Cost 2.25 798.14 727.03 Depreciation and amortisation expenses 546.80 507.66 Other Expenses 2.26 3,152.82 2,402.27

V) TOTAL EXPENSES 14,738.05 11,655.78

VI) Profit/(Loss) Before Tax and Exceptional Items (III - V) 137.31 (899.62)

VII) Exceptional Items 2.27 94.09 -

VIII)Profit/(Loss) Before Tax (VI - VII) 43.22 (899.62)

IX) Tax Expenses Deferred Tax - 185.91 Tax adjustment of Previous Year - 0.04

X) Profit / (Loss) for the Year (VIII - IX) 43.22 (713.67)

XI) Earnings Per Equity Share of Face Value of ` 10/- each Basic and Diluted (in `) 2.28 0.20 (7.80)

Significant Accounting Policies 1Notes to Financial Statements 2

In terms of our attached audit report For and on behalf of the Board

For Singal Brothers & Associates N. K. PasariFirm Regn.No. : 002031N Managing DirectorChartered Accountants

(Subhash Gupta) P.N. SinghPartner DirectorMembership No. 095387

New Delhi Anant Kr. SinghAugust 13, 2012 Company Secretary


23

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2012

(` in lacs) Year Ended Year Ended March 31, 2012 March 31, 2011A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit / (Loss ) Before Tax 43.22 (899.62) Adjustment for : Depreciation & Amortisation 546.80 507.66 Finance Cost 798.14 727.03 Loss on Sale of Fixed Assets 2.97 6.07 Exceptional Items 94.09 - Interest Income (23.13) (22.72) Exchange rate fluctuations 13.43 (5.01) Sundry Balance W/Off (0.87) (2.68) Provision for Doubtful Debt W/back (4.44) - Operating Profit Before Working Capital Changes 1,470.21 310.73 Adjustment for: (Increase) / decrease in inventories 64.32 (595.63) (Increase) / decrease in trade, other receivables & Loans & advances (596.63) (988.85) Increase / (decrease) in trade and other payables 187.58 743.02 Cash Generated/(Used) In Operations 1,125.48 (530.73) Direct Tax Paid (1.72) (2.29) Net Cash Inflow/ (Outflow) From Operating Activities (A) 1,123.76 (533.02)B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (including CWIP) (271.52) (347.86) Sale Proceeds of Fixed Assets 0.92 2.00 Interest Income 23.13 22.72 Net Cash Inflow/ (Outflow) in Investing Activities (B) (247.47) (323.14)C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Issue of Equity Shares (including premium) 331.20 - Proceeds from Long Term Borrowings - 86.36 Repayment of Long Term Borrowings (Net) (662.90) - Proceeds from Short Term Borrowings (Net) 283.93 1,323.99 Finance Cost Paid (785.38) (617.72) Net Cash Inflow/ (Outflow) in Financing Activities (C) (833.15) 792.63 Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) 43.14 (63.53) Cash & Cash Equivalents at the beginning of the year 92.24 155.77 Cash & Cash Equivalents at the end of the year 135.38 92.24 Components of Cash & Cash Equivalents Cash on hand 4.35 1.83 Cheque on hand 1.25 - Balance with Banks In Current Accounts 129.78 90.41 135.38 92.24 Note:(i) Cash Flow Statement has been prepared in accordance with AS 3 notified under the Companies

(Accounting Standards) Rules, 2006 using indirect method.(ii) Figures in bracket represent outflow

In terms of our attached audit report For and on behalf of the board

For Singal Brothers & Associates N. K. PasariFirm Regn.No. : 002031N Managing DirectorChartered Accountants

(Subhash Gupta) P.N. SinghPartner DirectorMembership No. 095387New Delhi Anant Kr. SinghAugust 13, 2012 Company Secretary


24

SIGNIFICANT ACCOUNTING POLICIES & NOTES TO FINANCIAL STATEMENTS1) SIGNIFICANT ACCOUNTING POLICIES:

a) BASIS OF PREPARATION The financial statements have been prepared and presented under the historical cost

convention on the accrual basis of accounting, except for certain classes of fixed assets which are carried at revalued amounts. These statements comply with the applicable Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006, as amended and other pronouncements of the Institute of Chartered Accountants of India (‘ICAI’). All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in Schedule VI to the Companies Act, 1956. Based on the nature of operations of the Company, the Company has ascertained its operating cycle as 12 months for the purpose of current/ non-current classification of all assets and liabilities.

b) USE OF ESTIMATES The preparation of the financial statements is in conformity with Indian GAAP (Generally Accepted

Accounting Principles) and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities on the date of the financial statements. The estimates and assumptions made and applied in preparing the financial statements are based upon management’s best knowledge of current events and actions as on the date of financial statements. However, due to uncertainties attached to the assumptions and estimates made, actual results could differ from those estimated. Any revision to accounting estimates is recognised prospectively in current and future periods.

c) TANGIBLE FIXED ASSETS(i) Recognition Tangible Fixed Assets are stated at cost of acquisition or construction (net of duties and taxes that are

subsequently recoverable from the taxing authorities) less accumulated depreciation except in case of certain class of fixed assets which have been revalued and thus are stated at revalued amount less accumulated depreciation. All costs that are directly attributable to the acquisition and installation of fixed asset are capitalised and include borrowing costs directly attributable to construction or acquisition of qualifying tangible fixed assets.

(ii) Capital Work-in-Progress Capital Work-in-Progress is stated at cost and includes expenditure incurred in connection with the

fixed assets and pending allocation on acquisition of fixed assets.(iii) Depreciation & Amortisation Depreciation on tangible fixed assets is charged on straight-line method at the rates and in the manner

prescribed in Schedule XIV to the Companies Act, 1956. Depreciation on assets purchased / acquired during the year is charged from the date of addition/ purchase of the asset. Similarly, depreciation on assets sold/ discarded during the year is charged up on the sale/ discard of the assets. Depreciation on addition on account of revaluation is recouped from Revaluation Reserve. Leasehold land is amortized over a period of lease.

d) CASH & CASH EQUIVALENTS Cash & Cash equivalents for the purpose of cash flow statement comprises cash at bank and in hand and

short-term investments with an original maturity of three months or less.

e) CASH FLOW STATEMENT Cash flows are reported using the indirect method, whereby net profits before tax is adjusted for the

effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated.

f) INVESTMENT Long-term/ Non-Current Investments are stated at cost. Provision is made for diminution in the value of

the investments, if, in the opinion of the management, the same is considered to be other than temporary in nature. On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the Statement of Profit and Loss.

g) INVENTORIES Inventories are valued at lower of cost and net realizable value. Cost is determined on FIFO basis.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated cost necessary to make the sale.


25

h) TRANSACTIONS IN FOREIGN CURRENCYi. Transactions are recorded at exchange rates prevailing on the date of the transaction.ii. Foreign Currency designated assets and liabilities are restated at the year end rates and the resultant

gain or loss is taken to the Statement of Profit & Loss.

i) REVENUE RECOGNITION Revenue is recognized only when it can be reliably measured and it is reasonable to expect ultimate

collection:i. Sale of goods is recognized on transfer of significant risk and reward of ownership which is generally

on the despatch of goods.ii. Interest income from parties, insurance claim, excise and other claims/refunds are recognized when

there is a reasonable certainty of ultimate collection on the ground of prudence.iii. Other items of income are recognized on accrual basis.

j) GOVERNMENT GRANTS AND SUBSIDIES Grants and subsidies from the government are recognized when there is reasonable assurance that (i) the

Company will comply with the conditions attached to them, and (ii) the grant/subsidy will be received. When the grant or subsidy relates to revenue, it is recognized as income on a systematic basis in the

statement of profit and loss over the periods necessary to match them with the related costs, which they are intended to compensate. Where the grant relates to an asset, it is recognized as deferred income and released to income in equal amounts over the expected useful life of the related asset.

k) EMPLOYEE BENEFITSi) Short Term Employee Benefits All employee benefits falling due wholly within twelve months of rendering the services are classified

as short term employee benefits, which include benefits like salaries, short term compensated absences and bonus that are recognised as expenses in the period in which the employee renders the related service.

ii) Post-Employment Benefitsa) Defined Contribution Plans The Company has a Defined Contribution Plan for Post employment benefits in the form of

Provident/Family Pension Fund for all employees which is administered by Regional Provident Fund Commissioner. Provident Fund and Family Pension Fund are classified as defined contribution plans as the Company has no further obligation beyond making the contributions. The Company’s contributions to Defined Contribution plans are charged to the Statement of Profit and Loss as and when incurred.

b) Defined Benefit Plans Funded Plan: The Company has a defined benefit plan for Post-employment benefit in the form

of Gratuity, which is administered through Life Insurance Corporation of India (LIC), liability for which is provided on the basis of valuation, as at the Balance Sheet date, carried out by an independent actuary. The actuarial method used for measuring the liability is the Projected Unit Credit (PUC) Method.

iii) Other Long Term Employee Benefits Liability for compensated absences is provided on the basis of valuation as at the Balance Sheet

date carried out by an independent actuary. The Actuarial valuation method used for measuring the liability is Projected Unit Credit (PUC) Method.

iv) Termination benefits are recognised as an expense as and when incurred.v) The Actuarial gains and losses arising during the year are recognised in the Statement of Profit and

Loss.

l) BORROWING COST Borrowing costs are interest, commitment charges and other costs incurred by an enterprise in connection

with Short Term/ Long Term borrowing of funds. Borrowing costs directly attributable to acquisition or construction of qualifying assets are capitalized as a part of the cost of the assets, upto the date the asset is ready for its intended use. All other borrowing costs are recognized in the Statement of Profit and Loss in the year in which they are incurred.

m) TAXATION Tax expenses for the year comprising current tax & deferred tax are considered in determining the net profit

for the year. A provision is made for current tax and based on tax liability computed in accordance with


26

relevant tax rates & tax laws applicable to the Company. A provision is made for deferred tax for all timing difference arising between taxable income & accounting income at currently enacted or substantively enacted tax rates. Deferred tax assets are recognized only if there is reasonable certainty that they will be realized and are reviewed for the appropriateness of their respective carrying values at each Balance Sheet date.

n) EARNINGS PER SHARE The earnings in ascertaining the Company’s EPS comprises the net profit after tax less preference dividend

including dividend distribution tax and includes the post tax effect of any extraordinary items. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the year. Diluted earnings per share is computed by dividing the profit/(loss) after tax (including the post tax effect of extra ordinary items, if any) as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares which could have been issued on conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. Dilutive potential equity shares are determined independently for each period.

o) IMPAIRMENT OF ASSETS Assessment is done at each Balance Sheet date as to whether there is any indication that a tangible

asset might be impaired. For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash flows from other assets or other group of assets, is considered as a cash generating unit. If any such indication exists, an estimate of the recoverable amount of asset/ cash generating unit is made. Assets whose carrying value exceeds their recoverable amount are written down to recoverable amount. Recoverable amount is higher of an asset’s or cash generating unit’s net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Assessment is also done at each Balance Sheet date as to whether there is any indication that an impairment loss recognized for an asset in prior accounting period may no longer exist or may have decreased.

p) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS(i) Provisions A provision is recognized when the Company has a present obligation as a result of past event, if it

is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.

(ii) Contingent Liabilities Contingent Liabilities are disclosed when there is a possible obligation arising from past events, the

existence of which will be confirmed only on the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

(iii) Contingent Assets are neither recognised nor disclosed in the financial statments.

q) LEASES Where the Company is a Lessee Leases where the Lessor effectively retains substantially all the risks and benefits of ownership of

the Leased Asset, are classified as ‘Operating Leases. Lease rentals with respect to assets taken on ‘Operating Lease’ are charged to Statement of Profit and Loss on a straight line basis over the lease term. Leases which effectively transfer to the Company substantially all the risks and benefits incidental to the ownership of the leased item are classified as ‘Finance Lease’. Assets acquired on Finance Lease which substantially transfer all the risks and rewards of ownership to the Company are capitalized as assets by the Company at the lower of the fair value and the present value of the minimum lease payment and a liability is created for an equivalent amount. Amortization of capitalized Leased asset is computed on Straight Line Method over the useful life of the asset. Lease rentals payable is apportioned between the liability and finance charge so as to obtain a constant periodic rate of interest on the outstanding liability for each year.


27

2) NOTES TO FINANCIAL STATEMENTS

(` in lacs) As at As at March 31, 2012 March 31, 20112.1) SHARE CAPITAL Authorised 1,50,00,000 (P.Y. 1,50,00,000) Equity Shares of ` 10/- each 1,500.00 1,500.00 5,00,000 (P.Y. 5,00,000) Preference Shares of ` 100/- each 500.00 500.00 2,000.00 2,000.00 Issued, Subscribed & Fully Paid-up 1,15,21,680 (P.Y. 94,51,680) Equity Shares of `10/- each 1,152.17 945.17 5,00,000 (P.Y. 5,00,000) 4% Cumulative Redeemable 500.00 500.00 Preference Shares of ` 100/- each 1,652.17 1,445.17

(a) Reconciliation of number of shares outstanding at the beginning and end of the year

Equity Shares of ` 10/- each Balance at the beginning of the year Issued during the year Balance at the end of the year 4% Cumulative Redeemable Preference Shares of ` 100/- each Balance at the beginning of the year Issued during the year Balance at the end of the year

(b) Rights, preference and restrictions attached to Shares Equity Shares

The Company has one class of Equity Shares referred to as Equity Shares having at par value of ̀ 10/- each. Each Shareholder is entitled to one vote per share. In the event of liquidation, the equity-holders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Preference SharesThe Company has one class of Preference share referred to as Preference Shares redeemable at par value of `100 each. These shares carry a fixed cumulative dividend of 4% per annum and a preferential right in respect of dividend or capital over Equity Shareholders. The Preference Shares are redeemable at par on or before 31/03/2017.

(c) Shareholders holding more than 5% of Share Capital

(i) Equity Shares of ` 10/- eachAs at March 31, 2012 As at March 31, 2011No. of Shares (%) No. of Shares (%)

M/s. Bishawnath Industries Ltd. 20,47,300 17.77 20,47,300 21.66 M/s. Bishwanath Traders & Investments Ltd. 16,71,080 14.50 16,71,080 17.68 M/s. Govinda Power & Products Pvt. Ltd. 14,00,000 12.15 14,00,000 14.81 M/s. WPS PTE Ltd. 12,00,000 10.42 12,00,000 12.70 Mr. Birender Kumar Pasari 9,10,000 7.90 9,10,000 9.63 M/s. Bijay Paper Traders & Investment Ltd. 7,47,100 6.48 7,47,100 7.90 M/s. SKCS Finvest Pvt. Ltd. 9,95,250 8.64 * *M/s. Gopala Sales Pvt. Ltd. 7,50,000 6.51 - - M/s. Global Manufacturers & Products Pvt. Ltd. 6,60,000 5.73 - -

*As at March 31, 2011 shareholding was below 5%.

As at March 31,2012 As at March 31,2011No. of Shares (` in lacs) No. of Shares (` in lacs)

94,51,68020,70,000

945.17207.00

94,51,680-

945.17-

1,15,21,680 1,152.17 94,51,680 945.17

5,00,000-

500.00-

5,00,000-

500.00-

5,00,000 500.00 5,00,000 500.00


28

(ii) 4% Cumulative Redeemable Preference Shares of ` 100/- each

As at March 31, 2012 As at March 31, 2011No. of Shares (%) No. of Shares (%)

Bank of India 2,50,000 50.00 2,50,000 50.00 Dena Bank 1,40,600 28.12 1,40,600 28.12 Andhra Bank 31,250 6.25 31,250 6.25 The Catholic Syrian Bank Limited 78,150 15.63 78,150 15.63

(` in lacs) As at As at March 31, 2012 March 31, 20112.2) RESERVES AND SURPLUS(a) Capital Reserve 25.33 25.33

(b) Securities Premium Account Balance as at the beginning the year 432.29 432.29 Add: Received on further issue during the year 124.20 - Balance at the end of the year 556.49 432.29

(c) Surplus in Statement of Profit & Loss Balance as at the beginning the year (2,218.79) (1,505.12) Add: Profit/(Loss) for the year 43.22 (713.67) Balance at the end of the year (2,175.57) (2,218.79) (1,593.75) (1,761.17)

2.3) LONG TERM BORROWINGS Secured Term Loan from Banks 2,390.76 3,013.65 Unsecured Loans & Advances from Related Parties 708.63 658.64 Loans & Advances from other Corporate Bodies 130.00 220.00 3,229.39 3,892.29

Details of Security, Terms of Repayment & Rate of Interest for Secured Loans:-

(a) Term Loans from Banks, under Consortium arrangement having Bank of India as Lead Bank, are secured by first pari - passu charge on all movable and immovable property (other than Current Assets) of Kotputli unit both present and future, second charge on the Current Assets of the Company, collaterally secured by block assets of Bahadurgarh Unit and by personal guarantee of three Directors of the Company.

(b) Term Loans are also collaterally secured by pledge of 48,20,400 (P.Y. 48,20,400) Equity Shares held by the Promoters.

(c) Term Loan from Banks are repayable in half yearly instalments. Year-wise summary is as under:

2013-14 2014-15 2015-16 2016-17Instalment (` in lacs) 711.62 480.85 599.97 598.32

(d) Rate of Interest on Funded Interest Term Loan (FITL) is fixed @ 10% for 2011-12, 11% for 2012-13 & 12% for 2013-14 to 2016-17. Rate of Interest on other Term Loans is based on 1.25% above Base Rate of Lead Bank i.e. Bank of India. The applicable rate of interest was 12% p.a. as on 31.03.12.

Terms of Repayment & Rate of Interest for Un-secured Loans

(a) Unsecured Loans are repayable on March 31, 2017. However, the Company has the option to repay these loans by giving prior notice of 30 days.

(b) Rate of interest on Unsecured Loans varies between 6.50% to 12.00% payable at simple rate.

NOTES TO FINANCIAL STATEMENTS


29

(` in lacs) As at As at March 31, 2012 March 31, 20112.4) OTHER LONG TERM LIABILITIES Deposits from Dealers & Contractors 142.63 132.33 Creditors for capital goods 39.22 38.85 Interest on loans payable after 1 year 84.90 49.30 266.75 220.482.5) LONG TERM PROVISIONS Provision for employee benefits Gratuity 119.80 96.29 Leave encashment 28.27 24.71 148.07 121.002.6) SHORT TERM BORROWINGS Secured Loans Repayable on Demand Cash Credit from Banks 2,574.39 2,290.46 2,574.39 2,290.46

Details of Security & Rate of Interest:-

a) Cash Credit facilities from Banks under consortium arrangement having Bank of India as Lead Bank are secured by first pari - passu charge on the stock and receivables and all other current assets of the Company, collaterally secured by second pari - passu charge on the entire movable and immovable assets of the Company both present and future and personal guarantee of three Directors of the Company.

b) Cash Credit facilities are also collaterally secured by pledge of 48,20,400 (P.Y. 48,20,400) Equity Shares held by Promoters.

c) Rate of Interest is based on 1.25% above Base Rate of Lead Bank i.e. Bank of India. The applicable rate of interest was 12% p.a. as on 31.03.12.

(` in lacs) As at As at March 31, 2012 March 31, 20112.7) TRADE PAYABLES Due to Micro, Small and Medium Enterprises (refer note no. 2.36) - - Due to others [including for goods in transit of ` 126.08 lacs 1,515.82 1,445.63 (P.Y. ` 319.34 lacs)] 1,515.82 1,445.63

2.8) OTHER CURRENT LIABILITIES Current Maturities of Long Term Debts 898.77 796.32 Interest Accrued and Due on Borrowings 43.70 52.93 Other Payables Due to Employees 90.31 78.44 Advance from Customers 46.28 160.94 Statutory Dues 60.36 43.86 Creditors for capital goods 54.95 19.75 Expenses payable 67.93 43.74 1,262.30 1,195.982.9) SHORT TERM PROVISIONS Provision for employee benefits Gratuity 15.51 11.96 Leave encashment 8.17 7.80 23.68 19.76



30

2.10) FIXED ASSETS Tangible Assets (` in lacs)

GROSS BLOCK DEPRECIATION/AMORTISATION NET BLOCK

Particulars As at April 1, 2011

Additions Disposal As at March 31,

2012

As at April 1, 2011

For the Year

Deductions/ Adjustments

As at March 31,

2012

As at March 31,

2012

As at March 31,

2011

Land

Free Hold

Lease Hold

Buildings

Plant & Equipments

Furniture and Fixtures

Vehicles

Office Equipments

Computers

114.09

174.94

1,308.14

6,104.37

21.40

45.96

28.99

45.93

-

-

12.26

240.92

-

3.90

1.25

10.87

-

-

-

-

-

10.87

-

-

114.09

174.94

1,320.40

6,345.29

21.40

38.99

30.24

56.80

-

-

382.37

3,411.22

15.94

23.81

15.99

36.90

-

17.55*

43.08

477.42

1.05

3.69

1.16

2.85

-

-

-

-

-

6.99

-

-

-

17.55

425.45

3,888.64

16.99

20.51

17.15

39.75

114.09

157.39

894.95

2,456.65

4.41

18.48

13.09

17.05

114.09

174.94

925.77

2,693.15

5.46

22.15

13.00

9.03

Total 7,843.82 269.20 10.87 8,102.15 3,886.23 546.80 6.99 4,426.04 3,676.11 3,957.59

Previous Year 7,512.70 347.86 16.74 7,843.82 3,387.24 507.66 8.67 3,886.23 3,957.59 -

*refer Note No. 2.34 of Notes to financial statements.(` in lacs)

As at as at March 31, 2012 March 31, 20112.11) NON-CURRENT INVESTMENTS Other Investments Quoted (Fully Paid up) (a) 300 (P.Y. 300) Equity Shares of `10/- each of Sarda Papers Ltd. 0.02 0.02 (b) 300 (P.Y. 300) Equity Shares of `10/- each of Soma Paper Ltd. - -

Un-quoted - At cost 21,000 (P.Y. 21,000) Equity shares of ` 10/- each fully paid up 1.20 1.20 of Bishwanath Industries Ltd. 1.22 1.22

Aggregate amount of quoted investments ` 0.01 lacs (P.Y. ` 0.01 lacs) Aggregate market value of quoted investments ` 0.01 lacs (P.Y. ` 0.01 lacs) Aggregate amount of un-quoted investments ` 1.21 lacs (P.Y. `1.21 lacs)

2.12) DEFERRED TAX ASSETS (NET) Deferred Tax Assets Unabsorbed depreciation/business loss 935.32 1,061.41

Deferred Tax Liabilities Tax impact of differential depreciation (308.84) (434.93) (refer Note No. 2.37 of Notes to financial statements) 626.48 626.48

2.13) LONG TERM LOANS AND ADVANCES (Unsecured Considered Good) Capital Advance 4.44 - Security Deposits 134.42 97.25 Other Loans & Advances Advance Income-Tax (Net of Provision) 5.82 5.82 144.68 103.07

2.14) OTHER NON-CURRENT ASSETS Other Bank Balances Fixed Deposit with Banks (Maturing after 12 months) - Pledged with Banks as margin 25.20 26.46 - Others - 70.53 25.20 96.99



31

(` in lacs) As at As at March 31, 2012 March 31, 20112.15) INVENTORIES (Valued at lower of cost and net realisable value) Raw Material* 1,257.27 1,437.37 Work in Progress 104.64 90.26 Finished Goods 402.30 370.73 Stock in Trade 0.02 0.02 Stores and Spares 267.66 197.83 2,031.89 2,096.21 *includes goods in transit of ` 126.08 lacs (P.Y. ` 319.34 lacs)

2.16) TRADE RECEIVABLES Unsecured Outstanding for a period exceeding six months from due date Considered Good 109.56 63.11 Considered Doubtful 14.30 18.74 Less: Provision for Doubtful Debts 14.30 18.74 109.56 63.11 Receivables for less than six months from due date Considered Good 1,729.32 1,105.60 1,838.88 1,168.71

2.17) CASH AND BANK BALANCES Cash & Cash Equivalents Balances with Banks In Current Accounts 129.78 90.41 Cheques on Hand 1.25 - Cash on Hand 4.35 1.83 135.38 92.24 Other Bank Balances Fixed Deposit with Banks* (Maturing within 12 months) - Pledged with Banks as margin 31.29 20.00 - Others 27.00 42.50 *includes ` 22.25 lacs (P.Y. ` 27.50 Lacs) having 58.29 62.50 an original maturity of more than 12 months 193.67 154.74

2.18) SHORT TERM LOANS & ADVANCES (Unsecured, considered good) Advance to Suppliers 44.64 81.75 Employees’ Advances 6.92 1.72 Amt. Recoverable from Excise & Custom Authorities 391.63 468.68 VAT/Sales Tax Receivables 31.02 58.09 Prepaid Expenses 29.48 11.94 Advance Income Tax (Net of Provision) 8.38 8.25 Earnest Money Deposits 7.36 3.70 519.43 634.13

2.19) OTHER CURRENT ASSETS Interest Receivable 8.60 17.34 Claims Recoverable 10.34 13.12 18.94 30.46



32

(` in lacs) Year Ended Year Ended March 31, 2012 March 31, 20112.20) REVENUE FROM OPERATIONS Sale of Products (Including export sales) Coated Paper 3,753.84 3,231.87 Thermal Sensitive Paper 1,716.93 1,188.54 News Print Paper 8,471.54 5,518.71 Others 1,080.68 857.92 Other Operative Revenue Scrap Sale 38.88 32.73 15,061.87 10,829.77

2.21) OTHER INCOME Interest Income From Fixed Deposit with Banks 7.97 10.64 From Security Deposits 7.45 7.63 From Customers 7.62 4.14 From Others 0.09 0.31 23.13 22.72 Foreign Exchange Fluctuations - 5.01 Sales Tax Subsidy 15.29 31.99 Provision for Doubtful debts W/back 4.44 - Other Non-Operating Income Misc. Income 1.60 4.60 44.46 64.32

2.22) MATERIALS CONSUMED Raw Materials Base Paper 3,325.61 2,557.01 Waste Paper 4,975.93 3,880.47 Chemicals 1,252.62 1,065.40 (refer Note No. 2.29 of Notes to financial statements) 9,554.16 7,502.88

2.23) CHANGES IN INVENTORIES OF FINISHED GOODS, WORK IN PROGRESS AND STOCK IN TRADE (Refer note no. 2.30 & 2.31 of Notes to financial statements) Opening Stock Finished Goods 370.73 261.66 Work in Progress 90.26 68.06 Stock in Trade 0.02 0.02 461.01 329.74 Closing Stock Finished Goods 402.30 370.73 Work in Progress 104.64 90.26 Stock in Trade 0.02 0.02 506.96 461.01 (45.95) (131.27)

2.24) EMPLOYEE BENEFIT EXPENSES Salary, Wages & Bonus 626.05 562.15 Contribution to Provident Fund and Others 67.63 54.10 Staff Welfare Expenses 38.40 29.14 732.08 645.39

2.25) FINANCE COST Interest Expenses 776.15 680.44 Other Borrowing Cost 21.99 46.59 798.14 727.03



33

(` in lacs) Year Ended Year Ended March 31,2012 March 31,20112.26) OTHER EXPENSES Stores and Spares Consumed 115.23 86.37 Power & Fuel 2,189.30 1,672.50 Rent 1.32 1.32 Repairs: Building 6.56 8.07 Plant & Equipments 49.30 13.93 Others 1.29 1.79 Insurance 13.18 11.73 Rates and Taxes 4.84 4.92 Exchange rate fluctuation 13.43 - Packing Materials 141.04 131.75 Cost Audit Fees 0.44 0.44 Auditor’s Remuneration For Audit Fees 0.44 0.44 For Tax Audit Fees 0.14 0.14 For Income Tax Matters - 0.06 For Other Services 0.26 0.20 Out of pocket expenses 0.02 0.06 Prior Period Adjustments 2.02 14.99 Travelling, Conveyance & Vehicle expenses 86.43 76.05 Forwarding & Delivery Charges 43.55 38.98 Postage, Telephones, Printing and Stationery 35.75 31.83 Contract charges for services 196.24 154.39 Legal & Professional Charges 10.77 13.46 Miscellaneous Expenses 41.89 24.83 Cash Discount 40.45 45.81 Brokerage & Commission 151.84 54.08 Loss on Sale of Fixed Assets 2.97 6.07 Excise Duty on stock (Net) 4.12 8.06 3,152.82 2,402.27

2.27) EXCEPTIONAL ITEMS Disallowance of Cenvat Credit 94.09 - 94.09 -

2.28) EARNING PER SHARE Profit/(Loss) after Tax 43.22 (713.67) Less : Preference Dividend including Dividend Distribution Tax (23.24) (23.24) Profit/(Loss) attributable to equity shareholders 19.98 (736.91) Weighted average number of Equity Shares 98,92,828 94,51,680 Basic and Diluted* Earnings per Share (`) 0.20 (7.80) Nominal Value of an Equity Share (`) 10.00 10.00 *The Company does not have any potential outstanding diluted equity shares.



34

2.29) DETAILS OF IMPORTED AND INDIGENOUS MATERIAL CONSUMED (` in lacs)

Items 2011-2012 2010-2011

Amount % Amount %

Raw MaterialsIndigenousImported

8,581.77972.39

89.82 10.18

6,725.44777.44

89.64

10.36

9,554.16 100.00 7,502.88 100.00

Stores & SparesIndigenousImported

85.3129.92

74.03

25.97 80.56

5.81

93.27 6.73

115.23 100.00 86.37 100.00

2.30) DETAILS OF MANUFACTURED GOODS & TRADED GOODS (` in lacs)

Particulars Op. Stock Sales Cl. Stock

Manufactured GoodsCoated Paper

Thermal Sensitive Paper

News Print Paper

Other Paper

124.27(146.26)

42.29(58.44)114.48 (20.50) 89.69

(36.46)

3,753.84(3231.87)1,716.93

(1,188.54)8,471.54

(5,518.71)1,080.68 (855.94)

166.60 (124.27)

36.24 (42.29)50.92

(114.48)148.54 (89.69)

TOTAL 370.73 (261.66)

15,022.99 (10,795.06)

402.30 (370.73)

Traded GoodsPaper

0.02 (0.02)

- (1.98)

0.02 (0.02)

Note: Figures in brackets represent previous year figures

2.31) DETAIL OF CLOSING STOCK OF WORK IN PROGRESS (` in lacs)

Particulars 2011-2012 2010-2011

Breakup of Work in ProgressCoated PaperThermal Sensitive PaperNews Print PaperOther Paper

48.7435.3720.350.18

37.25 23.65 25.32

4.04

Total 104.64 90.26 2.32) VALUE OF IMPORTS ON CIF BASIS (` in lacs)

Particulars 2011-2012 2010-2011

CIF Value of Importsa. Raw Materialsb. Stores & Spare partsc. Capital Goods

914.4025.3521.15

706.51 11.21 39.57



35

2.33) EXPENDITURE AND EARNINGS IN FOREIGN EXCHANGE (` in lacs)

Particulars 2011-2012 2010-2011

a) Expenses incurred in Foreign Currency on account of Foreign Travel Testing Fee Brokerage & Commission

b) Earning in Foreign Currency on account of F.O.B. value of Exports

2.71 - -

15.74

4.99 1.17 1.37

12.87

2.34) Hitherto leasehold land was shown at cost and no amortisation in respect of premium paid was done in the statement of Profit &Loss . However, from the current financial year, the Company has amortised premium paid w.e.f. the date of acquisition. Total depreciation includes lease amortisation amounting to ` 1.77 lacs for current year and ` 15.78 lacs for period upto 31.03.2011.

2.35) CONTINGENT LIABILITIES NOT PROVIDED FOR: (` in lacs)

Particulars 2011-2012 2010-2011

a) (i) Central Excise duty and Service Tax matters (ii) Custom Duty matters (iii) Water Cess (iv) Sales Tax mattersb) Arrear of Dividend on 4% Cumulative Redeemable Preference Share

(including dividend distribution tax)c) Capital Commitments

3,705.95249.97

4.92213.8353.80

36.38

3703.22228.14

3.99 184.65

30.55

4.22

2.36) The Company has not received any memorandum (as required to be filed by the suppliers with the notified authority under Micro, Small & Medium enterprises development Act, 2006) claiming their status as micro, small or medium enterprises. Consequently, the amount including interest, if any, paid/payable to the parties during the year is Nil.

2.37) The Company had created deferred tax assets upto March 31, 2011 and was virtual certain based on business model, future business plans and profitability projections. However, during the current year, the Company has considered deferred tax assets only to the extent of deferred tax liability arises on tax impact of differential depreciation.

2.38) EMPLOYEE BENEFITSa) Post Retirement Benefits: Defined Contribution PlansThe Company has recognised the following amounts in the Statement of Profit and Loss for the year:

(` in lacs)

Sl. No. Particulars 2011-2012 2010-2011

12

Contribution to Employee’s Provident FundContribution to Employee’s Family Pension Fund

18.3516.62

14.03 16.31

Total 34.97 30.34



36

b) Defined Benefit Plans (` in lacs)

Gratuity (Funded) Leave Encashment (Unfunded)

2011-2012 2010-2011 2011-2012 2010-2011i. Changes in the Present Value of Obligationa.

b.c.d.e.f.g.h.i.

Present value of Obligation at the beginning of the year.Interest CostPast Service CostCurrent Service CostCurtailment Cost / (Credit)Settlement Cost / (Credit)Benefits PaidActuarial (Gain)/LossPresent value of obligation at the end of the year.

121.26

9.70 -

16.42NILNIL

(5.63)7.67

149.42

103.35

8.1613.1312.51

NILNIL

(6.79)(9.10)

121.26

32.51

2.60NIL

9.50NILNIL

(10.98)2.81

36.44

30.45

2.41NIL

8.09NILNIL

(10.83)2.39

32.51ii. Changes in the Fair Value of Plan Assetsa.

b.c.d.e.f.g.

Present value of Plan Assets at the beginning of the yearExpected Return on Plan AssetsActuarial Gain/(Loss)Employer’s ContributionsEmployee’s ContributionsBenefits paidFair Value of Plan Assets at the end of the year

13.01

1.13NIL

5.60NIL

(5.63)14.11

14.40

0.94NIL

4.46NIL

(6.79)13.01

NIL

NILNILNILNILNILNIL

NIL

NILNILNILNILNILNIL

iii. Amount recognised in the Balance Sheet and reconciliation of the Present Value of obligation and the Fair value of Assets

a. b.c.

Present Value of Obligation at the end of the yearFair Value of Plan Assets at the end of the yearNet (Asset)/Liability recognised in the Balance Sheet

149.4214.11

135.31

121.2613.01

108.25

36.44NIL

36.44

32.51NIL

32.51iv. Expenses recognised in the Statement of Profit & Lossa.b.c.d.e.f.g.h.i.

Current Service CostPast Service CostInterest CostExpected Return on Plan AssetsCurtailment Cost / (Credit)Settlement Cost / (Credit)Net Actuarial (Gain) / LossEmployee’s ContributionTotal Expenses recognised in the Statement of Profit & Loss

16.42 -

9.70(1.13)

NILNIL

7.67 NIL

32.66

12.5113.13

8.16(0.94 )

NILNIL

(9.10)NIL

23.76

9.50NIL

2.60NILNILNIL

2.81NIL

14.91

8.09NIL

2.41NILNILNIL

2.39NIL

12.89v. Percentage of each Category of Plan Assets to

total Fair Value of Plan Assets as at end of the year.

% % % %

a. b. c.d.e.f.g.

Government of India SecuritiesCorporate BondsSpecial Deposits SchemeEquity Shares of Listed CompaniesPropertyInsurer Managed FundsOthers

NILNILNILNILNIL100NIL

NILNILNILNILNIL100NIL

NILNILNILNILNILNILNIL

NILNILNILNILNILNILNIL



37

vi Investment details of Plan AssetsActual return on Plan Assets 1.13 0.94 NIL NIL

vii Actuaial Assumption a. b. c. d.e.

Interest RateDiscount RateExpected Rate of Return on Plan AssetsSalary Escalation RateRetirement Age (Years)

9.008.609.00

10.0058.00

9.008.009.00

10.0058.00

NIL8.60NIL

10.0058.00

NIL8.00NIL

10.0058.00

2.39) Disclosure of Loans/advances and investment in its own shares by the listed companies, their subsidiaries etc (as certified by the management)

(` in lacs)SL No

Particulars Outstanding Balance as on March 31, 2012

Maximum Balance outstanding during the year

1 Loans and advances in the nature of loans to subsidiaries

-(-) -(-)

2 Loans and advances in the nature of loans to associates

-(-) -(-)

3 Loans and advances in the nature of loan where there isa) No repayment schedule or repayments beyond seven yearb) No Interest or interest below Section 372 A of the Companies Act ,1956

-(-) -(-)

4 Loans and advance in the nature of loans to firms/ companies in which directors are interested

-(-) -(-)

5 Investments by loanee in the shares of parent company and subsidiary companies when the company has made loan or advance in the nature of loan.

-(-) -(-)

Note: Figures in brackets represent previous year figures

2.40) The debit / credit balances of Trade Payables, Trade Receivables and Short / Long Term Loans & Advances are subject to reconciliation /confirmation, although confirmations have been sent after the close of the year. In the opinion of the management, there shall be no material impact on the financial statements of any adjustments, if any, arising on such confirmation /reconciliation.

2.41) The Company’s current business activity has only one primary reportable segment viz. paper. Hence, “Segment Reporting”, under AS-17 is not applicable. The Secondary segment is also not relevant as exports sale is insignificant.

NOTES TO FINANCIAL STATEMENTS(` in lacs)


38

2.42) RELATED PARTY DISCLOSURES UNDER ACCOUNTING STANDARD (AS) 18: All related parties have been identified by the Management and relied upon by the auditors. There are no

related parties where control exists.

i) Key Management Personnel: Mr. N.K. Pasari- Managing Director

ii) Enterprise where Key Management Personnel/Relative of Key Managerial Personnel has significant influence: Laxmi Traders Gopala sales Pvt. Ltd. Amer Hotels Ltd. Bishwanath Traders & Investments Ltd. Bishwanath Industries Ltd.

iii) Details of transactions with the related parties.

(` in lacs)

Nature of transactions2011-2012 2010-2011

Referred in(i) above

Referred in(ii) above

Referred in(i) above

Referred in(ii) above

RemunerationMr. N.K. Pasari

Rent Paid/PayableLaxmi TradersAmer Hotels Ltd.

Interest Paid/PayableBishwanath Industries Ltd.Bishwanath Traders & Investments Ltd.Gopala Sales Pvt. Ltd.

Long Term BorrowingsBishwanath Industries Ltd.Gopala Sales Pvt. Ltd.

Issue of Equity Shares (Incl. Securities Premium)Gopala Sales Pvt. Ltd.

Repayment of Long Term BorrowingsGopala Sales Pvt. Ltd.

Commission PaidLaxmi Traders

Closing Balances (Payable)Expenses PayableBishwanath Traders & Investments Ltd.Bishwanath Industries Ltd.Gopala Sales Pvt. Ltd.Amer Hotels Ltd.

1.14

--

---

--

-

-

-

0.38----

-

0.540.72

33.063.25

14.32

-166.00

120.00

116.00

-

1.0857.48

568.08157.52

0.15

3.91

--

---

--

-

-

-

0.19----

-

0.540.72

32.993.25

10.00

11.50-

-

-

1.32

1.7254.56

538.33107.20-

2.43) During the year ended March 31, 2012, the revised Schedule-VI notified under the Companies Act,1956 has become applicable to the Company for preparation and presentation of its Financial Statements. Accordingly, the Company has reclassified, regrouped and rearranged the previous year figures to make them comparable with current year’s figures.



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Registered Office: 16, India Exchange Place, Kolkata 700 001

ATTENDANCE SLIP

PLEASE FILL IN ATTENDANCE SLIP AND HAND IT OVER AT THE ENTERANCE OF THE MEETING HALL. Joint shareholder may obtain additional slip on request.

D. P. ID* Folio No. Client ID* No. of Share/(s) held NAME OF SHAREHOLDER NAME OF THE PROXY

I hereby record my presence at 40th ANNUAL GENERAL MEETING of the Company held on Thursday 20th September, 2012 at 10.00 A.M. at Aparna Business Centre, 5, Clive House, Strand Road, Kolkata- 700001.

_____________________________________SIGNATURE OF THE MEMBER / PROXY

*Applicable for Members holding shares in electronic form.



...................................................................................….TEAR HERE.........................................................................…...........

....................................................................................

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.TEA

R H

ERE.

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Registered Office: 16, India Exchange Place, Kolkata 700 001

PROXY FORM

D. P. ID* Folio No.

Client ID* No. of Share/(s) held

I/We ............................................................................. of ......................................................................................

being a member/ members of the above Company hereby appoint ....................................................................... of ……………………………………………………………. or failing him……………………………………………… of …………………………………………………………..........................................................................................as my /our proxy to attend and vote for me /us and on my/our behalf at the 40th ANNUAL GENERAL MEETING of the Company to be held on Thursday 20th September, 2012 or at any adjournment thereof at Aparna business Centre, 5 Clive house, Strand Road, Kolkata-700001.

Affix `Signed this …………………… day of ……………………..2012 1/- Revenue *Applicable for Members holding shares in electronic form. Stamp (Signature)

NOTE: The proxy in order to be effective should be duly stamped, completed, signed and must be deposited at the registered Office of the Company not less than FORTY EIGHT HOURS before the time of holding the aforesaid meeting. The Proxy need not be a member of the Company.

4830/24, Ansari Road, Darya Ganj, New Delhi - 110 002Tel.: 91-11-23261728, 30953200, 30953201 • Fax: 91-11-23266708

e-mail: [email protected] • web.: www.skpmil.comhttp://www.facebook.com/shreekrishnapaper

(An ISO 9001 : 2008 Certified Company)

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