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South India Paper Mills Ltd.

BSE: 516108 Sector: Industrials
NSE: SIPAPER ISIN Code: INE088G01014
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NSE 05:30 | 01 Jan South India Paper Mills Ltd
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VOLUME 130
52-Week high 131.85
52-Week low 77.50
P/E 6.79
Mkt Cap.(Rs cr) 122
Buy Price 80.10
Buy Qty 10.00
Sell Price 85.05
Sell Qty 100.00
OPEN 81.00
CLOSE 81.00
VOLUME 130
52-Week high 131.85
52-Week low 77.50
P/E 6.79
Mkt Cap.(Rs cr) 122
Buy Price 80.10
Buy Qty 10.00
Sell Price 85.05
Sell Qty 100.00

South India Paper Mills Ltd. (SIPAPER) - Director Report

Company director report

To

The Members

Your Directors hereby present the 59th Annual Report of the Company alongwith the audited accounts for the year ended 31st March 2018.

The Company has adopted Indian Accounting Standards (Ind AS) from the financial year2017-18 as mandated by the Ministry of Corporate Affairs (MCA) in place of Indian GAAPfollowed hitherto and the financial statements for FY 2016-17 have been recast forcomparison. Accordingly the transition was carried out from the Indian GAAP as specifiedunder Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts)Rules 2014 (previous GAAP) to Ind AS 101 "First time adoption of Indian AccountingStandards". The impact of transition has been recorded in opening reserves as atApril 1 2016 and the periods presented have been restated / reclassified. Thereconciliation and descriptions of the effect of the transition from Indian GAAP to Ind AShave been provided in the notes to accounts in the standalone financial statements.

WORKING RESULTS 2017-18 2016-17
Finished Production of Paper & Paperboards 32687 MTs 52752 MTs
Conversion Quantity at the Box Plant (PPD) 15522 MTs 26196 MTs
( Rs. In Lacs ) ( Rs. In Lacs )
Gross Sales 13448.91 20673.18
Net Sales excl Excise Duty 13448.30 19512.41
FINANCIAL RESULTS:
Profit before interest depreciation & tax 1437.11 3159.18
Less : Finance costs 477.70 388.43
Gross (Cash) Profit 959.41 2770.75
Less : Depreciation 878.81 951.17
Profit before Tax 80.60 1819.58
Less : Provision for Current tax 16.00 410.00
Less : Deferred tax incl MAT credit entitlement (30.68) 220.10
Profit after tax for the year 95.28 1189.48
Add :Excess Tax Provision reversed 5.99
Net Profit after Tax 95.28 1195.47

OPERATIONS Gross sales for the financial year 2017-18 stood at Rs. 134.49 crores asagainst Rs. 206.73 crores in the previous year. Sales and operating volumes were lowerowing to labour strike at the Paper Mills upto 26th July 2017 and at Printing &Packaging Division upto mid August 2017. Operation at the Paper Mill was lower by about38% during the year.

Printing & Packaging Division too operated with lower volumes & the Conversiontonnage was down by 41%. Profit before interest depreciation tax (PBDIT) reduced to Rs.1437 lacs from Rs. 3159 lacs owing to above factors. Finance costs increased from Rs.388 lacs to Rs. 478 lakhs in line with higher term funds utilization. After making adepreciation provision of Rs. 879 lacs (Previous year Rs. 951 lacs) profit before tax wasRs. 81 lacs (Previous year Rs. 1819 lacs). After making a provision for tax of Rs. 16lacs & considering deferred tax & MAT credit of 31 lacs (net tax of Rs. 624 lacsin the previous year) net profit stood atRs. 95 lacs. (PY 1195 lacs)

FINANCES

During the year cash flow & liquidity remained comfortable.

Sources of funds Rs. in lacs Deployment of funds Rs. in lacs
Cash flow from operating activities 1243 Repayment of Term Loans 199
Interest receipts 43 Deferred Payt Credit Installments paid 296
Sale of used Machinery Vehicle 242 Finance Cost 479
Term Loan drawn from Banks 1150 Income tax Paid 5
Dividend & Dividend Tax 276
Capital Expenditure & Advances 268
Decrease in short term Bank Borrowings 200
Increase in working capital 955
Total 2678 Total 2678

 

31.03.18 31.03.17
Long Term Debt to Equity Ratio 0.27 0.22
Current Ratio 1.99 1.85

Instalments of Term Loans and Interest on Term Loans and Working capital borrowingswere paid within due dates.

DEPOSITS

The Company has neither accepted nor renewed any deposits within the meaning of Section73 of the Companies Act 2013 and Rules framed thereunder during the financial year.

CREDIT RATING

ICRA has reaffirmedour long term rating of [ICRA]A- with a stable outlook and ashort term rating of [ICRA]A2+ to the Company's line of credit.

CURRENT PROSPECTS

The Company has operated for 2 quarters after resumption of operations subsequent tolabour strike in the year under review. Business affected by labour strike in the firsthalf of the year is restored in the second half. The market conditions for paper appearsto be better with improved opportunity for exports. Market for corrugated boxes continueto be extremely competitive with supplies from new capacities and rising input prices. Anincrease in paper making capacity through brown-field investment being planned is seen asthe way forward.

Overall Turnover and operating profit is expected to be normal in the current year asagainst lower profits last

CAPITAL EXPENDITURE PLANS

Plans for conserving water resources & ETP facility & a new 66KV transmissionline for Power evacuation are nearing completion & will be completed by secondquarter. The Company's plan for capacity expansion to double the production capacity ofpaper mill at an estimated cost of about Rs. 125 crores is under consideration. This willbe financed through debt & internal accruals to obtain optimum returns.

CORPORATE GOVERNANCE

As per SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015separate Report on Corporate Governance along with Auditors Certificate confirming thecompliance is attached.

Directors' Responsibility Statement :

As required by Section 134(5) of the Companies Act 2013 we state that :

(i) While preparing the Annual Accounts the Company has followed the applicableAccounting Standards;

(ii) The Directors have selected such accounting policies and applied them consistentlyand has made judgements and estimates that are reasonable and prudent so as to give trueand fair view of the state of affairs of the Company as at 31-3-2018 & of the profitof the Company for the financial year 2017-

(iii) The Directors have taken proper & sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

(iv) The Directors have prepared the annual accounts on a going concern basis.

(v) The Directors have laid down internal financial controls to be followed by theCompany and the controls are adequate and operating effectively.

(vi) The Directors have devised proper systems to ensure compliance with the provisionsof all the applicable laws and these systems are adequate and operating effectively.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the year the Company did not give any Loan / Guarantee or has provided anysecurity or make investment covered under Section 186 of the Companies Act 2013

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

None of the transactions with any of the related parties was in conflict with theinterests of the Company. Details of transactions with related parties are furnished as anannexure in Form AOC-2.

CHANGES IN NATURE OF BUSINESS OF THE COMPANY

There was no change in the nature of business of the Company during the year.

MATERIAL CHANGES & COMMITMENTS

There was no material changes and commitments in the business operations of the Companysince the close of the financial year on 31 st March 2018 to the date of thisreport.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT2013

In terms of provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has formulated a Policy to preventSexual Harassment of Women at Workplace. During the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention

Prohibition and Redressal) Act 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS

As per Rule 8(5)(vii) of The Companies (Accounts) Rules 2014 there were nosignificant and by the regulators or courts or tribunals impacting the going concernstatus and company's operations.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialDuring the year such controls were tested and no reportable material weaknesses in thedesign or operation were observed.

ISO 9001 CERTIFICATION

Company's Quality Management Systems (QMS) have been audited by Bureau VeritasCertification ISO 9001: 2008 Certification was awarded to the issued was valid for 3 yearsup to 17-5-2018. Recertification and upgradation to ISO 9001: 2015 is awarded and is validupto 17-5-2021.

FOREST STEWARDSHIP COUNCIL (FSC) CERTIFICATION

The Company received FSC certificate under standards of FSC-STD-40 003 V2-1 FSC-FSC-STD-40 007 V 2-0 for its product group. This is an assurance of environmentalprotection by providing sufficient documentary controls and traceability throughout theChain of Custody.This certification of manufacturing FSC Recycled and FSC Mixed products.

RESEARCH & DEVELOPMENT

Several special application grades have been developed & successfully introducedduring the year to cater to stringent customer specific requirements.

ENERGY CONSERVATION MEASURES

The particulars required under Section 134 (3) (m) of the Companies Act 2013 withregard to energy conservation measures are furnished in the Annexure.

ENVIRONMENTAL PROTECTION

Your company has always endeavoured to remain in harmony with its eco-sphere and triedto equitably balance the interest of all stakeholders in it often going beyond thestatutory impositions placed by regulatory authorities. In such efforts are included theinstallation of a 0.5 acre hold tank and a 2 km delivery pipeline for irrigating otherwisedry lands. The treated effluent water is utilized for irrigation purposes in the nearbyfields of third party farmers with excellent crop yields.

The Company has installed & been operating the Electro Static Precipitator (ESP)Systems for its Boilers for controlling dust emission and dust extractor system forcontrolling dust at its fuel handling system. Centrifuge and other machineries have beeninstalled for effluent treatment. Fuel shed with roofing controls dust emissions andconserves the resources.

In order to ensure environmentally safe disposal of solid wastes the Company hasstarted disposing ash and plastic waste to recyclers authorized by KSPCB. Ash is used inbrick manufacturing and plastic is being used in cement kilns. The Company has engaged theexpert services of University of Agricultural Sciences Gandhi Krishi Vigyana KendraBangalore for a study of ‘Utilisation of Paper Mill Effluent for AgriculturalPurpose'. After 4 years study a final report has been issued concluding that the effluentgenerated by the paper mill contains small amount of nutrients higher amount of salts andare within limits of Central Pollution Control Board norms. The finding further says thatmill effluent along with additional dose of nitrogen has significant effect in increasingthe crop yields.

DIVIDENDS

Your Directors recommend a Dividend of 10% i.e.Re 1.00 per equity share of Rs. 10 each(last year 15% i.e. Rs. 1.50 per share). The total distribution including dividend taxamounts to Rs. 180.83 lacs (Rs. 270.81 lacs).

Pursuant to the Indian Accounting Standards issued by Ministry of Corporate AffairsNotification proposed dividend on Equity Shares and Corporate Tax in Dividend being a nonadjusting event at the Balance Sheet date are not recognised as liabilities in theaccounts for the year ended March 31 2018. The same will be recognised in the year ofpayment viz. year ending March 31 2019.

PARTICULARS OF EMPLOYEES

Particulars of employees as prescribed under the Companies Act 2013 are annexed.

Extract of Annual Return

The Extract of Annual Return in Form MGT 9 is attached and forms a part of this AnnualReport.

Managerial Remuneration

Requisite details as per Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith and forms a part of this Annualreport.

Meetings of the Board

The number of meetings of the Board held and details thereof are mentioned in theReport on Corporate Governance forming a part of this Annual Report.

Whistle Blower Policy / Vigil Mechanism

In deference to Section 177 (9) of the Actread with relevant Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Listing Regulations the Company hasestablished a vigil mechanism overseen by the Audit Committee. The Company has formedWhistle Blower policy as required under the Companies Act 2013 and Listing Regulations andno personnel has been denied access to the Audit Committee.

Risk Management

The Company has a risk management framework to identify and evaluate business risks andopportunities. It seeks to create transparency minimise adverse impact on the businessobjective and enhance the Company's competitive advantage. It aims at ensuring that theexecutive management controls the risk through means of a properly defined framework.

The Company has laid down appropriate procedures to inform the Board about the riskassessment and minimization procedures. The Board periodically revisits and reviews theoverall risk management plan for making desired changes in response to the dynamics of thebusiness.

The Board of Directors have constituted a Risk Management Committee as required underCl 49 of the Listing Agreement vide Board Meeting held on 27.01.2015 to frame implementand monitor the risk management plan of the Company. The Committee comprises of thefollowing Directors.

Mr Manish M Patel Chairman
Mr M G Mohan Kumar Member
Mr S R Chandrasekara Setty Member

The terms of reference of risk management committee include review of Risk managementpolicy and its development within the Company to monitor the effectiveness of riskmanagement policy review major risks of the Company and to advice on mitigation to theBoard.

LABOUR RELATIONS

The industrial relations climate in the Company during the year was affected by labourstrike during first 4 months at the paper mill and 4.5 months at the box unit. Strikeended with signing of a 6 year agreement in place of 4 years at the paper mill which willbe in force upto 31-3-2022. At the box unit the agreement is covering 4 years upto 31-3-2020.Post resumption from strike industrial relations remained generally cordial andharmonious.

DIRECTORS

In terms of Section 152 of the Companies Act 2013 Mr Dineshchandra C Patel (DIN00167581) retires by rotation and he being eligible offers himself for reappointment.Your Directors recommend his reappointment.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors under Section149(7) of the Companies Act 2013 in respect of meeting the criteria of independence asprovided under Section 149(6) of the Act.

BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its performance BoardCommittees and Individual Directors pursuant to the provisions of the Companies Act andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Board has recorded overall satisfaction.

In a separate meeting of Independent Directors held on 22-03-2018 the performance ofNon Independent Directors Board as a whole and the performance of the Chairman wasevaluated. They have expressed overall satisfaction on such evaluation

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Company's Policy on director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters as provided under Section 178(3) is annexed hereto and forms part of this AnnualReport.

Criteria for performance evaluation of Independent Directors' as required by theListing Regulations also forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility Committee as mandated bySection 135 of the Companies Act 2013 vide Board Meeting held on 27.01.2015.

The broad terms of reference of the CSR Committee are as under:

Formulating and recommending to the Board the CSR Policy which shall indicate theactivities to be undertaken by the Company.

Recommending the amount of expenditure to be incurred on the aforesaid activities and;

Reviewing and Monitoring the CSR Policy of the company from time to time.

Company has planned for CSR projects for the benefit of villagers in the villagesaround the factory. As the required land for the project was not made available to theCompany by the Gram Panchayath so far planned CSR project could not be done. Amount willbe spent once the Gram Panchayath clears the site for the Project.

A report on CSR Activities is annexed herewith and forms a part of the Directors'Report.

APPOINTMENT OF KEY MANAGERIAL PERSONNEL

There are no changes in Key Managerial Positions during the year.

AUDITORS

There are no adverse comments by the auditors in their report annexed herewith.

The Company's Auditors Murthy Swamy & Associates Chartered Accountants Mysoreappointed at the 58th Annual General Meeting held on 26-9-2017 for a period of 5 yearssubject to ratification at each of the subsequent Annual General Meetings (AGM). As perCompanies (Amendment) Act 2017 notifiedwith effect from 7-5-2018 ratification by membersat each of the subsequent AGM is dispensed with.

SECRETARIAL AUDIT

Pursuant to Section 204(1) of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr S N Hitaish Kumar Practicing Company Secretary (C P No. 6553) to conductthe Secretarial Audit of the Company for Financial Year 2017-18. The Secretarial AuditReport in Form MR 3 is annexed.

INTERNAL AUDITOR

Pursuant to Section 138(1) of the Companies Act 2013 the Company has appointed M/sRau and Nathan Chartered Accountants (Firm Regn. No.003178S) Mysore to conduct InternalAudit of the functions and activities of the Company for Financial Year 2017-18.

COST AUDIT

Company's products are not notified for Cost Audit in FY 2017-18.

APPRECIATION

Your Directors take this opportunity to place on record their appreciation for servicesrendered by the employees sales agents Banks & Financial Institutions.

for and on behalf of the Board of Directors
Bengaluru Manish M. Patel
24th May 2018 Chairman & Managing Director

ANNEXURE TO THE DIRECTOR'S REPORT

COMPANY'S POLICY ON APPOINTMENT AND RENUMERATION APPOINTMENT POLICY

The Nomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on industry and strategy of the Company. The appointmentpolicy for Independent Directors Key Managerial Personnel & Senior Executives will beas under:

(A) Independent Directors:

Independent Directors will be appointed based on the criteria mentioned under Section149(6) of the Companies Act 2013 and in accordance with other applicable provisions ofthe Companies Act 2013 rules made thereunder & Listing Agreement entered with StockExchange.

(B) Key Managerial Personnel (KMP):

KMP will be appointed by the resolution of the board of directors of the Company basedon the qualification experience and exposure in the prescribed fields. Removal of the KMPwill also be done by the Resolution of the Board of Directors of the Company.Appointment/Removal will be in accordance with provisions of the Companies Act 2013rules made thereunder & Listing Agreement entered with Stock Exchange.

(C) Senior Executives:

Senior Executives will be appointed by the Chairman & Managing Director of theCompany based on their qualification experience & exposure. Removal of the SeniorExecutives will also be done by Chairman & Managing Director. Further appointment& removal will be noted by the Board as required under clause 8(3) of Companies(Meetings of Board and its Powers) Rules 2014.

CRITERIA FOR NON EXECUTIVE DIRECTOR'S APPOINTMENT

The Nomination and Remuneration Committee will identify and ascertain the integrityqualification expertise and experience of the person for appointment as Director.

Directors would be chosen from diverse fields of expertise drawn from managementfinance and other disciplines. The Nomination and Remuneration Committee will ensure thatthe candidate is not disqualified in any manner under Section 164 of the Companies Act2013.

REMUNERATION POLICY

The Company has adopted a Remuneration Policy for the Directors KMP and otheremployees pursuant to the provisions of the Act and Listing Regulations.

The key principles governing the Company's Remuneration Policy are as follows:

Remuneration for Independent Directors and Non-Independent Non-Executive Directors

(i) Independent Directors (ID) and Non-Independent Non-Executive Directors are to bepaid sitting fees for attending the meetings of the Board and of Committees of which theymay be members and receive commission within regulatory limits as recommended by theNomination and Remuneration Committee and approved by the Board.

(ii) Overall remuneration should be reasonable and sufficient to attract retain andmotivate Directors aligned to the requirements of the Company taking into considerationthe challenges faced by the Company and its future growth imperatives.

(iii) Remuneration paid should be reflective of the size of the Company complexity ofthe sector/ industry/ Company's operations and the Company's capacity to pay theremuneration and be consistent with recognized best practices.

(iv) The aggregate commission payable to all the NEDs and IDs will be recommended bythe NRC to the Board based on Company performance profits return to investorsshareholder value creation and any other significant qualitative parameters as may bedecided by the Board. The Nomination and Remuneration Committee will recommend to theBoard the quantum of commission for each Director based upon the outcome of the evaluationprocess which is driven by various factors including attendance and time spent in theBoard and Committee Meetings individual contributions at the meetings and contributionsmade by Directors other than in meetings.

REMUNERATION FOR MANAGING DIRECTOR (MD) / KEY MANAGERIAL PERSONNEL (KMP)/ REST OF THEEMPLOYEES

(i) The extent of overall remuneration should be sufficient to attract and retaintalented and qualified individuals suitable for every role. Hence remuneration should bemarket competitive driven by the role played by the individual reflective of the size ofthe Company complexity of the sector/ industry/ Company's operations and the Company'scapacity to pay consistent with recognized best practices and aligned to any regulatoryrequirements.

(ii) Basic/ fixed salary is provided to all employees to ensure that there is a steadyincome in line with their skills and experience. In addition the Company providesemployees with certain perquisites allowances and benefits to enable a certain level oflifestyle and to offer scope for savings. The Company also provides all employees with asocial security net subject to limits by providing Insurance cover and accidental deathetc. The Company provides retirement benefits as applicable.

(iii) In addition to the basic / fixed salary benefits perquisites and allowances asprovided above the Company provides MD remuneration by way of commission calculated withreference to the net profits of the Company in a particular financial year as determinedby the Board subject to the overall ceilings stipulated in Section 197 of the Act. Thespecific amount payable to the MD is be based on performance as evaluated by theNomination and Remuneration Committee and approved by the Board.

PERFORMANCE EVALUATION CRITERIA OF INDEPENDENT DIRECTORS

(1) Attending Board/Committee Meetings.

(2) Going through the agenda papers and providing inputs in the meetings of Board/Committees.

(3) Guidance to the Company from time to time on the various issues brought to theirnotice.

(4) Discharge of duties as per Schedule IV of the Companies Act 2013 and compliance toother requirements of the said Act or other regulatory requirements.

For and on behalf of the Board of Directors
Place : Bengaluru Manish M Patel
Date : 24th May 2018 Chairman & Managing Director

FORM NO. AOC - 2

(Pursuant to clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts / arrangements entered into by theCompany with related parties referred to in Sub-section (1) of Section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto.

1. Details of contracts or arrangements or transactions not at arm's length basis - NIL

2. Details of material contracts or arrangement or transactions at arm's length basis.

(a) Name(s) of the related party and nature of relationship

There are no transactions with related parties other than remuneration to thefollowing Key Managerial Personnel (KMP) / relative of KMP : Manish M Patel Chairman &Managing Director Key Managerial Personnel Vandhana M Patel Wife of MD relative of KeyManagerial Personnel B Ravi Holla CFO - Key Managerial Personnel Vidya Bhat - CompanySecretary Key Managerial Personnel

(b) Nature of contracts / arrangements / transactions: Details of transactions with theabove related parties are provided in Note No. 33 to the Accounts for the Financial Year2017-18.

It may be seen therefrom that the total value of transactions with all the relatedparties are less than 10% of the total income for the financial year 2017-18 and hencenone of them are material in nature Hence the details required in Paras (c) to (e) to befurnished in respect of material related party transactions are not applicable and hencenot furnished.

(f) Amount paid as advances if any : NIL

For and on behalf of the Board of Directors
Place : Bengaluru Manish M Patel
Date : 24th May 2018 Chairman & Managing Director

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

Information as per Section 134(3) (m) of the Companies Act 2013 read with Rule 8 ofCompanies (Accounts) Rules 2014 and forming part of the Directors' Report for the yearended 31st March 2018.

A) CONSERVATION OF ENERGY

Conservation of energy is an ongoing activity receiving major emphasis at all stages ofmanufacturing. Energy consumption is systematically monitored and conservation of energyis implemented in a phased manner.

1. Steps taken/ impact on conservation of energy:

i) The Company generates steam for process requirements as well as power generation byCirculating Fluidised Bed Combustion (CFBC) Boiler which is energy efficient.

ii) The Company continues to phase out high energy consuming devices especially in theareas of stock refining vacuum systems and pumping systems to incorporate modernequipment.

iii) Static inverter drives have been installed for boilers ID/FD fans and for all therewinders to reduce energy consumption (PM5)

iv) Variable frequency drives have been installed on all the fan pumps of the newmachine. This allows a continuous saving of energy at varying process conditions.

v) Paper Machines line shaft drives modified to AC variable / DC drives resulting inenergy savings.

vi) High Capacity Motors are provided with soft starters which contribute about 5%savings compared to conventional starters.

vii) Installation of capacitor banks to optimize power factor and other energy savingdevices.

viii) Recycling of back water in new machine to conserve fresh water

ix) Construction of fuel shed for storing fuel items in good condition resulted inreduced wastage & energy savings

x) Replaced old press section in Machine No.1 with higher nip load press part resultingin saving in steam consumption.

xi) Installed water flow meter at relevant lines to monitor and control the waterconsumption resulting in saving of fresh water and pumping energy.

xii) Boiler cooling water collected in a tank and fed to cooling tower which result insaving of fresh water and pumping energy.

xiii) Micro Travel Showers introduced on all machines to conserve fresh waterconsumption and pumping energy.

xiv) Factory Pump house motor provided with VFD with Auto pressure monitoring

xv) The New boiler is equipped with variable frequency drives for all motors

xvi) Energy meter is installed in all HT feeders

xvii) Installed VFD for cooling water pump

xviii) All the cooling system water is connected to cooling tower thereby reducing thecooling tower water consumption.

xix) Invested on LED light fittings in the new boiler area

xx) New 50TPH Boiler equipped with VFD Drive for all auxillaries feed water pumps IDFan PA Fan SA Fan

xxi) Installed Electronic water meter at various consumption points such as Coolingtower DM Plant PM 1& 4

xxii) Worn out pumps casing and impellers replaced to run the pump at optimumefficiency thereby improving its efficiency.

xxiii) Steam line insulations replaced periodically to prevent radiation losses.

IMPACT OF ABOVE MEASURES:

The above measures have resulted in reduced consumption of energy & consequentfavourable impact on cost of production of goods.

2) Steps taken by the Company for utilizing alternate sources of energy

Company is using biomass fuel as an alternate source of energy

3) Capital Investment on energy conservation equipments

Major investments were made in FY 2015-16 towards cogeneration facility as reportedearlier

B. TECHNOLOGY ABSORPTION

Particulars in respect of this is NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

2017- 18 2016-17
Rs. in Lakhs Rs. in Lakhs
Total Foreign exchange used :
A Raw Materials 3861.80 4277.15
B Stores Spares Consumables 87.83 118.80
C Capital Goods 367.87 1341.86
D Professional Fees - 0.60
E Travelling Expenses 2.51 3.62
4320.01 5742.03
Total Foreign exchange earned 25.61 --

DISCLOSURE UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES2014

(A) Statement of particulars of Remuneration as per Rule 5(1) of the Companies(Appointment and Remuneration of Managerial personnel) Rules 2014 and forming part of theDirectors' Report for the year ended 31st March 2018

Sl No. Description
1 The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year. Chairman & Managing Director 35:1
2 The percentage increase in remuneration of each Director Chief Financial Officer Chief Executive officer Company Secretary or Manager if any for the financial year Chairman & Managing Director -2%
CFO 16%
Company Secretary 30%
3 The percentage increase in the median remuneration of employees in the financial year 18%
4 The number of permanent employees on the rolls of the Company 364
5 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration Average increase in the salary of employees other than managerial persons 24.49%
Managerial Remuneration 0.40%
6 Affirmation that the remuneration is as per the remuneration policy of the Company It is hereby affirmed that the remuneration is as per the remuneration policy of the Company

B Statement of Particulars of employees who are in receipt of remuneration of not lessthan Rs. 10200000 in aggregate during the year pursuant to Rule 5(2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and forming part of theDirectors' Report for the year ended 31st March 2018.

Sl. No. Name Age & Qualification Designation Commencement of employment & Experience Remuneration received Particulars of last Employment
(Rs. in lakhs)
1 2 3 4 5
(1) Manish M.Patel 59 B.E.Hons. (ChE) M.B.A. Managing Director from 20/5/04 10-09-1985(32) 102.39 Executive Personal Banking Division Comerica Inc. Detroit MI USA.

Note : The appointment is contractual. Other terms and conditions are as per rules andregulations of service in force from time to time. Gross remuneration comprises of salarymonetary value of perquisites commmission payable to Whole-time Directors on net profits& the Company's contribution to provident fund & super annuation fund.

For and on behalf of the Board of Directors
Place : Bengaluru Manish M Patel
Dated : 24th May 2018 Chairman & Managing Director