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Ellora Paper Mills Ltd.

BSE: 502374 Sector: Industrials
NSE: N.A. ISIN Code: INE384H01023
BSE 05:30 | 01 Jan Ellora Paper Mills Ltd
NSE 05:30 | 01 Jan Ellora Paper Mills Ltd

Ellora Paper Mills Ltd. (ELLORAPAPER) - Director Report

Company director report

TO

THE MEMBERS OF

ELLORA PPER MILLS LIMITED

1. Presentation

Your directors have pleasure in presenting the 42nd Annual Report together with theAudited Accounts for the year ended on 31st March 2017.

2. Financial Results

The financial results of the operation for the year under review are as follows:

(Rs. In Lakhs)
Particulars 2016-2017 2015-2016
Sales 2303.90 2378.43
Profit before exceptional and extraordinary items and tax (86.37) (123.83)
Less-Exceptional Items
Profit before extraordinary items and tax (86.37) (123.83)
Less- Extraordinary items
Profit/(Loss) Before Tax (86.37) (123.83)
Less : Tax Expenses
• Current Tax 3.44
• Deferred Tax Expenses/(Income) (54.67) 39.04
Profit/(Loss) after tax for the year (35.15) (84.79)
Profit/(Loss) carried forward to Balance Sheet (35.15) (84.79)
Basis and Diluted EPS (In Rs) (1.76) (4.24)

3. Review of Operations

During the year under review the Company has posted a sale of Rs. 2303.90 lakhs asagainst Rs. 2378.43 Lakhs during the previous year. The loss after tax has decreased fromRs.89.05 lakhs to Rs. 35.15 lakhs because of continioued dedicated effort of the management.

4. Public Deposits

During the period under review your Company has not accepted any deposit within themeaning of the Chapter V to Companies Act 2013.

5. Dividend

Your Directors do not recommend any dividend for the year 2015-2016.

6. Transfer of Reserve

The Company has not transferred any amount to the general reserve.

7. Safety & Pollution Control

The company continues to give top priority to safety and pollution control aspects. Ithas strictly been following the requisite guidelin es as received from pollution controlboard from time to time.

8. Conservation of energy technology absorption and foreign exchange earnings andoutgo

Information in accordance with provision of section 134 (3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 regarding Conservation ofenergy technology absorption and foreign exchange earnings and outgo is given in "Annexure-A" forming part of this report.

9. Subsidiary/Joint Ventures/Associate Companies and their performance

During the period under review the Company has no subsidiary Joint Venture orAssociates Company.

10. Particulars of Employee

Details of Managerial Remuneration as required pursuant to provision of section 197 ofthe Companies Act 2013 and rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in "Annexure-B" forming partof this report.

11. Director Responsibility Statement

In accordance with the provisions of Section 134(3)(c) & (5) of the Companies Act2013 your Directors state as-(a) in the preparation of the annual accounts theapplicable accounting standards have been followed and there is no material departure;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the comp any for that period;

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

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

(e) the Director have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and are operating effectively

12. Directors and Key Managerial Personnel

A) Changes in Directors and Key Managerial Personnel

During the period under review there has been no change in the constitution of Boardof Directors of the Company.

B) Declaration by an Independent Director(s)

The independent directors have individually d eclared to the Board that they meet thecriteria of independence as provided in Section 149(6) of the Companies Act 2013 at thetime of their respective appointment and there is no change in the circumstances as on thedate of this report which may affect their status as an independent director.

C) Formal Annual Evaluation

The annual performance evaluation was carried out which included evaluation of theBoard independent directors non-independent directors executive directors ChairmanCommittees of the Board quantity quality and timeliness of information to the Board. Theindependent directors evaluated all non-independent directors the Board the Chairman andthe information to the

Board. The Board evaluated performance of the independent directors the Board itselfthe Chairman the Executive Directors the Committees of the Board the informatio nprovided to the Board. All results were satisfactory.

13. Meeting

A) Board of Director. The Board of Directors were meet four (4) time during thefinancial year 2016-17.

14. Auditors

A) Statutory Auditors: Your Company's Auditors M/s R. S Bhattad & AssociatesChartered Accountants who have been appointed up to the conclusion of the Annual GeneralMeeting to be held in the year 2019 have given their consent to continue to act as theAuditors of the Company for the remaining tenure. Members are request ed to consider theirre-appointment as the Auditors of the Company and to fix their remuneration by passing anordinary resolution under Section 139 of the Companies Act 2013.

B) Cost Auditors: The Company is not required to appoint Cost Auditor as cost audit isnot applicable to the Company.

C) Secretarial Auditors: The Board of Directors has re-appointed Mr. Sunil ZorePracticing Company Secretary (Certificate of Practice No. 11837) and Proprietor of M/s SPZ& Associates Company Secretaries as the S ecretarial Auditor of the Company for theyear 20 17-18.

15. Auditors' Report

A) Statutory Auditors' Report:

The Auditors' observations read with Notes to Accounts are self explanatory andtherefore do not call for any comment.

B) Cost Audit Report:

Cost Audit is not applicable to company.

C) Secretarial Audit Report: Secretarial Audit Report given by M/s. SPZ &Associates Company Secretaries is given in "Annexure-C" forming part ofthis report with following observation

D)

Sr. No Observation in Secretarial Audit Report Reply by Management
1 Non- Appointment cf Whole Time Company Secretary Management is in process of appointment of same
2 Non -Appointment of Internal Auditor and Filling of Form MGT 14 for their appointment Management is in process of appointment of same
3 Non filling of form MGT 14 for adoption of financial result in Board Meeting Management has taken suitable step to comply with this non compliances

16. Share Capital & Listing

The equity shares of the company are listed on The Bombay Stock Exchange LimitedMumbai. They are also dematerialized and made live in the CDSL and NSDL systems. M/s.Bigshare Services Private Limited has been appointed as the R & T Agent of thecompany. Shareholders may contact them at "E-2/3 Ansa Industrial Estate SakiviharRoad Saki Naka Andheri (E) Mumbai-400072" regarding transfer dematerializationetc. of shares.

17. Extract of the Annual Return

An extract of the annual return as provided under sub -section (3) of section 92 of thecompanies act 2013 in Form MGT-9 of the Companies (Management and administration)Rules 2014 is given in "Annexure-D" forming part of this report

18. Internal Controls

Your Company has an adequate internal control system which is commensurate with thesize scale and complexity of the operations. Your Company has designed and implemented aprocess driven framework for Internal Financial Control ("IFC") within themeaning of the explanation of Section 134(5) (e) of the Companies Act 2013.

19. Particulars of loans guarantees and investments.

Information of aggregate amounts of loans guarantees given or investments made byyour Company during the period under review is as given under:

Sr. No Particular Amount
1 Loans given by company Nil
2 Guarantees given company Nil
3 Investments made by company Nil

20. Particulars of contracts or arrangements with related Parties

All related party transactions that were entered into during the year under report wereon an arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. None of the Directors has anypecuniary relationships or transactions vis -a-vis the Company. Disclosures as requiredunder the Companies Act 2013 are given in Form AOC-2 annexed as Annexure-E" formingpart of this report.

21. Corporate Governance Report

Provisions of Corporate Governance Report (Clause 49 of the Listing Agreement) are notapplicable to the Company.

22. Corporate Social Responsibility

The provision of Section 135(1) of the Companies Act 2013 and Rule 9 of the Companies(Corporate Social Responsibility Policy) Rules relating to constitution of CorporateSocial Responsibility Committee and attachment of Report thereof with Directors' Reportare not applicable to the Company.

23. Business Risk Management

The board members were informed about risk assessment and minimization procedures afterwhich the board formally adopted steps for framing implementing and monitoring the riskmanagement plan for the company.

24. Nomination and Remuneration Policy

The Company follows an appropriate policy in relation to remuneration of directors andsenior management employees.

25. Changes & Commitment affecting financial position of the Company

There are no changes & Commitment affecting financial position of the Company.

26. Acknowledgements

Your Directors express their gratitude to the Government of India Government ofMaharashtra and Valued Customers for their continuing goodwill and support to theCompany. Your Directors wish to place on record their deep appreciation for the dedicationand loyalty shown by the officers staff members and workers of the Company. YourDirectors sincerely acknowledge the continued trust and confidence you the shareholdershave placed in the Company.

By order of the Board

For Ellora Paper Mills Limited with

the approval of Resolution professional

07/12/2017 Sudhir Goenka Bandhooram Prasad
Nagpur Managing Director Director