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Sundaram Multi Pap Ltd.

BSE: 533166 Sector: Services
NSE: SUNDARAM ISIN Code: INE108E01023
BSE 13:11 | 23 Apr 1.71 0.02
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1.67

HIGH

1.73

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1.67

NSE 13:26 | 23 Apr 1.70 0
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OPEN

1.70

HIGH

1.75

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OPEN 1.67
PREVIOUS CLOSE 1.69
VOLUME 708
52-Week high 3.39
52-Week low 1.52
P/E 7.77
Mkt Cap.(Rs cr) 46
Buy Price 1.70
Buy Qty 1.00
Sell Price 1.71
Sell Qty 1099.00
OPEN 1.67
CLOSE 1.69
VOLUME 708
52-Week high 3.39
52-Week low 1.52
P/E 7.77
Mkt Cap.(Rs cr) 46
Buy Price 1.70
Buy Qty 1.00
Sell Price 1.71
Sell Qty 1099.00

Sundaram Multi Pap Ltd. (SUNDARAM) - Director Report

Company director report

Dear Shareholders

On behalf of the Board of Directors it is our pleasure to present the24 Annual Report together with the Annual Audited Statement of Accounts of SundaramMulti Pap Limited ("the Company") and its subsidiary for the year endedMarch 31 2018.

FINANCIAL PERFORMANCE:

The financial performance of Company for the year ended March 31 2018is summarized below: (Rs. In Lacs except EPS)

Particulars STANDALONE CONSOLIDATED
2017-18 2016-17 2017-18 2016-17
Total Income 10942.25 9844.92 11204.37 10374.68
Total Expenses 10578.69 9378.44 10875.60 9868.79
Profit / (Loss) before tax (1486.53) (503.51) (1521.31) (464.10)
Less: Deferred Tax - - 363.96 155.60
Less: (Excess)/Short
Provision for earlier Years 0.17 2.45 0.17 2.44
Profit / (Loss) after tax (1486.36) (501.06) (1885.10) (584.25)
EPS (0.58) (0.22) (0.73) (0.27)

SUMMARY OF OPERATIONS:

The consolidated total income has increased to Rs11204.37 Lacs for theyear ended March 31 2018 as compared to Rs10374.68 Lacs for the year ended March 312017. Due to exceptional losses Net loss after tax has been increased to Rs1885.10 lacsfor the year ended March 31 2018 as compared to net loss of Rs584.25 lacs for the yearended March 31 2017.

CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the provisions of the Companies Act 2013 and IND AS110 Consolidated Financial Statement read with other applicable Indian AccountingStandards the audited consolidated financial statement is provided in the Annual Report.

TRANSFER TO RESERVE:

In view of the losses incurred by the company your Directors proposenot to transfer any amount to general reserve.

DIVIDEND:

In view of the loss incurred by your company the board of directorsdoes not recommend any dividend for the Financial Year 2017-18.

MATERIAL CHANGES AND COMMITMENT:

Company has met with the terms and conditions of loan restructuringdone with State Bank of India and IDBI Bank Limited and therefore lenders have releasedthe pledge of 14999900 Equity Shares Rs10/- each of wholly owned subsidiary viz.E-Class Education System Limited.

In board meeting held on July 26 2018 board has decided to divest upto 49% stake in its Unlisted Wholly-owned subsidiary M/s. E-Class Education System Limitedto various potential investors in order to raise funds to reduce its debt obligations aswell as to fund its growth requirements.

As on the date of this report company has completed divesture of18300000 Equity Shares at par in its wholly owned subsidiary. We also wish to informyou that pursuant to the divesture measure company have reduced its debt obligation to theextent of Rs9.47 crores and remaining amount realized from the aforesaid divesture wasused for business working capital requirements and future business development. Postdivesture M/s. Sundaram Multi Pap Limited continue to hold 51% stake/control in itssubsidiary i.e. M/s. E-Class Education System Limited.

No other material changes and commitments have occurred after the closeof the year till the date of this Directors' Report which a ect the financial position ofthe Company.

CAPITAL/ FINANCE:

During the year the company has issued and allotted 26000000 (TwoCrore Sixty Lakhs) equity shares of face Value of Rs1/- (Rupee One Only) each on Quali iedInstitutional Placement basis. As on March 31 2018 the issued subscribed and paid upshare capital of your Company stood at Rs271605773/- (Rupees Twenty Seven CroresSixteen Lacs Five Thousand Seven Hundred and Seventy Three Only) comprising271605773/- (Twenty Seven Crores Sixteen Lacs Five Thousand Seven Hundred and SeventyThree) Equity shares of Rs1/- (Rupee One Only) each.

EXTRACT OF ANNUAL RETURN:

The extract of the Annual return of the Company pursuant to section134(3) (a) of the Companies Act 2013 in annexed herewith as Annexure-1 to this Report.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company.

MEETING OF THE BOARD OF DIRECTORS:

The Board met ten (10) times during the Financial Year 2017-18 viz. on23-05-2017 08-08-2017 13-09-2017 26-09-2017 27-09-2017 09-10-2017 10-10-201711-10-2017 12-12-2017 and 09-02-2018.

Detailed information on the meetings of the Board of Directors isincluded in the report on corporate governance which forms part of this annual report.Maximum gap between two board meetings did not exceed 120 days as required under CompaniesAct 2013.

COMMITTEES OF BOARD:

As per the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as on March 31 2018 Companyhas four Committees namely Audit Committee Nomination & Remuneration CommitteeStakeholders Relationship Committee and CSR Committee. The details of composition of thesaid committee and their meeting held during the year along with terms of reference of thesaid committees of Board of Directors of the company is given in Corporate GovernanceReport and is also placed on the Company's website at (http://www.sundaramgroups.in/committees/).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per requirements of Regulation 34 of Securities and Exchange Boardof India (Listing Obligations and Disclosures) Regulations 2015 the Management'sDiscussion and Analysis of the financial condition and results of both standalone andconsolidated operations have been provided separately in the Annual Report.

CORPORATE GOVERNANCE:

Maintaining high standards of corporate governance has been fundamentalto the business of your company since its inception. A separate report on corporategovernance is provided together with a certi icate from the auditors of the companyregarding compliance of conditions of corporate governance as stipulated under listingregulations. A certi icate of the Managing Director and CFO of the company in terms ofListing Regulations inter alia con irming the correctness of the financial statementsand cash _low statements adequacy of the internal control measures and reporting ofmatters to the Audit Committee is also annexed. Also a declaration signed by the Chairmanand Managing Director stating that members of the board and senior management personnelhave af_irmed the compliance vide Code of Conduct of the board and senior management isattached to the report on corporate governance.

LISTING AND DEMATERIALISATION:

The equity shares of the company are listed on the BSE Limited &NSE Limited. Shareholders are requested to convert their holdings to dematerialized formto derive its bene its by availing the demat facility provided by NSDL and CDSL.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (3) (c) of the CompaniesAct 2013 it is hereby con irmed that:

(a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) The directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of a airs of the company at the end of thefinancial year and of the loss of the company for that period;

(c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concernbasis;

(e) The directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and

(f) The directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each IndependentDirector under Section 149(7) of the Companies Act 2013 that he/she meets the criteriafor Independence as laid down in Section 149(6) of the Companies Act 2013 and Regulation25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT REMUNERATION ANDEVALUATION:

The Current policy is to have an appropriate proportion of executiveand independent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As on March 31 2018 the Board consists of sixmembers including one managing director two whole-time directors and three areindependent directors. The company has framed a Nomination Remuneration and EvaluationPolicy. The information with respect to the Company's policy on directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under sub-section (3) of section 178and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is outlined in the Annexure-2 of this report. The said policy is also available onCompany's website on http://www.sundaramgroups.in/wp-content/uploads/2015/02/NOMINATION-REMUNERATION-AND EVALUATION-POLICY.pdf. There has been no change in thepolicy since last financial year.

FORMAL ANNUAL EVALUATION MADE BY BOARD OF DIRECTORS:

The Board of Directors carried out an annual evaluation of its ownperformance and performance of the Chairman Board committees and individual Directorspursuant to the provisions of the Section 134(3)(p) 149(8) 178 and Schedule IV CompaniesAct 2013 and the corporate governance requirements under Regulation 25 (4) of Securitiesand Exchange Board of India (Listing Obligations and Disclosure) Regulations 2015.

The Board along with the Nomination and Remuneration Committeedeveloped and adopted the criteria and framework for the evaluation of each of theDirectors and of the Board and its Committees.

The evaluation was then conducted as per the approved process(explained in detail in the Report on Corporate Governance of the Annual report). TheChairman of the Committee also had interactions with each of the Directors and soughttheir feedback and suggestions on the overall Board Effectiveness and Directorsperformance.

In addition pursuant to the provisions of Schedule IV to the CompaniesAct 2013 the Independent Directors reviewed the performance of the Non-IndependentDirectors and of the Board as a whole performance of the Chairman of the Board takinginto account the views of all the Directors and the quality quantity and timeliness of_low of information between the Company management and the Board and its suf iciency forthe Board to effectively perform its duties.

The Chairman placed the Evaluation Summary before the committeemembers. The same was discussed in detail and the members recorded their satisfaction.

STATUTORY AUDITORS: Appointment:

Pursuant to Section 139 of the Companies Act 2013 and rules madethereunder it is mandatory to rotate the statutory auditors on completion of the maximumterm permitted under the said section. accordingly at the 23 annual general meeting (AGM)of the company held on 15 September 2017 M/s Bhuta Shah & Co. LLP CharteredAccountants (firm registration No.W100100) were appointed as statutory auditors of thecompany for a period of 1 (one) financial year to hold of ice from the conclusion of the23 AGM until the conclusion of the 24 AGM of the company. The audit committee of thecompany has proposed and the board of directors of the company has recommended to themembers the appointment of M/s JMR & Associates LLP Chartered Accountants Mumbai(ICAI firm registration No. 106912W/W100300) Chartered Accountants as statutory auditorsof the company to hold office from the conclusion of this annual general meeting until theconclusion of the annual general meeting to be held in calendar year 2023 (i.e. for fivefinancial years from 2018-19 to 2022-23).

The proposed statutory auditors have con irmed their consent andeligibility to the effect that their appointment if made would be within the prescribedlimits under the Act and that they are not disquali ied for appointment.

As required above the board has after considering the recommendationsof its audit committee incorporated a suitable resolution for your consideration andapproval in the notice calling ensuing annual general meeting of the company.

Auditors Observations & Management's Response:

Auditors have made the following qualifications in their Report onStandalone & Consolidated Financial Statements:

(I) The Company has invested a sum of Rs38.70 Crores in its whollyowned subsidiary i.e. E-Class Education System Limited (''The Subsidiary"). Thesubsidiary is making losses and its net-worth has been eroded substantially. The companyis required to make a provision for diminution in value of investment made in thesubsidiary. However the said provision is not made which is a departure from Ind-AS 109(Financial Instruments).

(II) In case of the subsidiary the balances of trade receivabletrade payable & loans & advances are subject to confirmation reconciliation &consequential adjustment if any. No provision has been made in the financial statementsfor trade receivable which are doubtful of recovery.

(III) In case of the subsidiary no provision is made for employeesbenefits as per Ind-AS 19 due to unavailability of Actuarial Report which constitute adeparture from the Ind-AS 19 ''Employee Benefits''.

Management Response:

(I) The wholly owned subsidiary is going concern and the coreproduct is in high demand in the market which will result into improved turnover &Profitability in upcoming years so the estimation of the impact can't be ascertained. Alsothe management is revitalizing its wholly owned subsidiary and with the order bookposition of its subsidiary improving in F.Y.2018-19 the subsidiary will be in a positionto make a turn around and hence requires no provision to be made for its investment inits wholly-owned subsidiary.

(II) The management of the subsidiary considers the tradereceivables as good and will be able to recover the same in near future.

(III) The management stated that subsidiary is in process to adoptIND-AS 19.

SECRETARIAL AUDITORS:

Appointment:

Pursuant to Section 204 of the Companies Act 2013 your Company hadappointed Ms. Amisha Shah Proprietor of M/s. A. V. Shah & Associates PracticingCompany Secretaries Mumbai as its secretarial auditors to conduct the secretarial auditfor FY 2017-18. The company provided all assistance and facilities to the secretarialauditor for conducting their audit.

Secretarial Audit Report:

The secretarial audit report on the compliance of the applicable actslaws rules regulations guidelines listing regulations secretarial standards etc. asstipulated by the provisions of section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthis report as Annexure-3. The findings of the audit have been satisfactory.

INTERNAL AUDITOR:

The company appointed M/s. Rohit Gondhiya & Associates CharteredAccountants Mumbai having _irm registration number 133649W as its Internal Auditor forfinancial year 2018-19. During the year the company continued to implement theirsuggestions and recommendations to improve the control environment. Their scope of workincludes review of processes for safeguarding the assets of the company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal auditors findings are discussed with the processowners and suitable corrective actions taken as per the directions of audit committee onan ongoing basis to improve ef iciency in operations.

COST AUDITOR:

Pursuant to Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 the cost audit Report is not mandatorilyapplicable to our company for the financial year 2017-18; hence no such audit has beencarried out during the year.

REPORTING OF FRAUDS:

There have been no instances of frauds reported by statutory auditorsunder Section 143(12) of the Companies Act 2013 and rules made thereunder either to thecompany or to the central government.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of loans guarantees and investments covered under theprovisions of Section 186 of the Companies Act 2013 are provided in the notes to thefinancial statements.

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards i.e. SS-1SS-2 and SS-3 relating to 'Meetings of the Board of Directors' and 'General Meetings' and"Payment of Dividend" respectively have been duly followed by the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered with related parties for the financial yearunder review were on arm's length basis and in the ordinary course of business. During thefinancial year the company had not entered into any contract / arrangement / transactionwith related parties which could be considered material in accordance with the policy ofthe company on materiality of related party transactions.

The policy on Materiality of Related Party Transactions and on dealingwith related party transactions as approved by the Board may be accessed on the company'swebsite at: (http:// www. sundaramgroups.in/company-policies/).

There were no materially significant related party transactions whichcould have potential con lict with interest of the Company at large.

Members may refer to notes forming part of financial statement whichsets out related party disclosures pursuant to IND-AS.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:

The particulars relating to Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo as required to be disclosed under the Actare given below:

Conservation of Energy:

Steps taken on conservation of energy and for utilizing alternatesources of energy:

Your company is always in the lookout for energy ef icient measures foroperation and values conservation of energy through usage of latest technologies forimproving productivity and quality of products and services.

The company focuses on processes to monitor and improve environmentalperformance through various means and initiatives focusing on energy carbon water andwaste. Moreover operations of the Company also involve low energy consumption but stillthe endeavor is to reduce electricity consumption and the resultant carbon footprint. Afew of the energy conserving measures include the following:

a) A factory premise of the company is well equipped with thetransparent roofs; the transparent roof drastically enables the company to reduce theartificial lightning.

b) Company had installed highly efficient machineries which help inconservation of energy and also factory premise is equipped with energy saving lamps.

c) Company had also installed self-power generation unit. Theself-power generator enables the company to overcome the breakdown in the electricitysupply and facilitates the continuous working of the production process without anyhindrance.

d) Installing a few LED lights in the office. The plan is to replace inphases CFL based lighting to LED based lighting which will give immense savings inelectricity consumption.

e) Strong measures are being initiated to ensure no unnecessaryequipment is left in a switch on mode during non-working hours.

f) Continuous monitoring of floor areas after normal working hours andswitching o lights and Air-conditioning. The overall effect of the above measures has ledto reduction of energy consumption.

The capital investment on energy conservation equipments:

Capital Investments were incurred in the earlier years but noinvestment was made on energy conservations equipment's during the year 2017-18.

Technology absorption:

The Company is equipped with fully auto book manufacturing machine andhas also adopted partly automation process. This has resulted into the reduction in thelabour cost and the cycle time from raw material to the final output of the product. Thistechnology has helped the company to increase the output with better quality and lowamount of wastage.

Foreign exchange earnings & outgo:

Details of foreign exchange earnings & outgo are given in notesforming parts of financial statements.

DETAILS OF CHANGE IN DIRECTORS & KMP DURING THE YEAR:

As per the provisions of the Companies Act 2013 Mr. Krunal S. Shah(DIN: 07877986) retires by rotation at the ensuing Annual General Meeting and beingeligible seeks re-appointment. The Board recommends the re-appointment.

Mr. Kaushal R. Sheth an Independent Director of the Company resignedfrom the of ice of Director w.e.f. November 27 2017.

Mr. Krunal S. Shah (DIN: 07877986) was regularized as the Whole-timeDirector of the Company in last Annual General Meeting of the Company held on September15 2017.

During the financial year 2017-18 the Board of Directors at theirmeeting held on December 12 2017 had appointed Mr. Kalpesh B. Parekh as an AdditionalDirector (Independent) of the Company. Appropriate resolution for the regularization ofMr. Kalpesh B. Parekh as an Independent Director of the company is being placed for theapproval of the shareholders of the company at the ensuing AGM for a period of 5 (_ive)years from the date of his appointment. The board of directors of the company recommendshis appointment as an Independent Director of the company.

BUSINESS RISK MANAGEMENT & RISK MANAGEMENT POLICY:

Although the company has long been following the principle of riskminimization as is the norm in every industry it has now become a compulsion.

Therefore in accordance with Regulation 21 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board members wereregularly informed about risk assessment and minimization procedures after which the boardformally adopted steps for framing implementing and monitoring the risk management planfor the company.

The main objective of this policy is to ensure sustainable businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the business. In order to achieve the key objective thepolicy establishes a structured and disciplined approach to risk management in order toguide decisions on risk related issues. In today's challenging and competitiveenvironment strategies for mitigating inherent risks in accomplishing the growth plans ofthe company are imperative.

Risk management framework shall primarily focus on the elements such asrisk to company assets and property employees related risks risks associated withNon-Compliance of Statutory enactments competition risks operational risks and variousother types of risks which may a ect the business or organization.

Business risk inter-alia further includes financial risk politicalrisk fidelity risk legal risk. As a matter of policy these risks are assessed and stepsas appropriate are taken to mitigate the same.

Pursuant to the provision of Regulation 21 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 with respect to the formation of the RiskManagement Committee is not applicable to your Company.

Detailed policy framework is disclosed on the website of the Company at(http:// www.sundaramgroups.in/ company-policies/).

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal financial controls are an integrated part of the riskmanagement process addressing financial and financial reporting risks. The internalfinancial controls have been documented digitized and _ixed in the business processes.

Assurance on the effectiveness of internal financial controls isobtained through management reviews control self-assessment continuous monitoring byfunctional experts as well as testing of the internal financial control systems by theinternal auditors during the course of their audits. We believe that these systems providereasonable assurance that our internal financial controls are designed effectively and areoperating as intended.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annexure-5 to thisreport.

In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules arementioned in Annexure-5 to this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to applicable provisions of Companies Act 2013 read with IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 company have transferredunclaimed dividend amount of Rs67114/- pertaining to Financial Year 2009-10 to InvestorEducation Protection Fund. Further according to rules the shares in respect of whichdividend has not been claimed by the shareholders for seven consecutive years or moreshall also be transferred to Demat account created by IEPF Authority. Accordingly Companyhas transferred the unpaid or unclaimed dividend to the IEPF Account. Details of Unpaid orUnclaimed Dividend are displayed on Company's website at http://www. sundaramgroups.in/unclaimed-dividend/.

STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OFSUBSIDIARIES:

As on March 31 2018 your company has only one wholly owned subsidiaryviz. E-class Education System Limited. During the year under review your company did nothave any new subsidiary neither did it have an associate company nor did it enter in to ajoint venture with any other company.

In accordance with Section 129 (3) of the Companies Act 2013 we haveprepared annual consolidated financial statements of the company in accordance withrelevant accounting standards issued by the Institute of Chartered Accountants of Indiawhich form part of this annual report.

Further pursuant to sub-section (3) of Section 129 of the Act thestatement containing the salient feature of the financial statement of a company'ssubsidiary or subsidiaries associate company or companies and joint venture or venturesis given as Annexure-4.

As on the date of this report i.e. tuesday August 14 2018 company hasdivested 18300000 equity shares in its wholly owned subsidiary i.e. M/s. E-classEducation System Limited and hence it ceased to be the wholly owned subsidiary however itwill continue to remain 51% subsidiary of the company.

CORPORATE SOCIAL RESPONSIBILITY:

In line with the provisions of Section 135 of the Companies Act 2013and the rules framed there under with respect to the Corporate Social Responsibility(CSR) your Company has constituted a CSR Committee to recommend and monitor expenditureon CSR and also approved the CSR Policy. The Company's policy on CSR is put up on thewebsite of the Company at the link http://www. sundaramgroups.in/company-policies/.

Since there is average loss in the last three immediately precedingfinancial years of your company; the management was not required to conduct any CSRrelated activities. The annual report on CSR activities is annexed herewith marked asAnnexure-6. Further in last three financial years i.e. 2015-16 2016-17 & 2017-18company has not exceeded the limits speci ied in section 135 therefore provisions of CSRare not applicable in financial year 2018-19.

DETAILS OF DEPOSITS:

During the year under review except of loan from Directors the companyhas not accepted any deposits within the meaning of chapter V of the Companies Act 2013read with the Companies (Acceptance of Deposits) Rules 2014. Hence there are no detailsto be disclosed under Rule 8(5) (v) of the Companies (Accounts) Rules 2014.

DISCLOSURE UNDER SEXUAL HARRESMENT AT WORK-PLACE:

During the year under review no complaints has been received by SexualHarassment Committee of the company under The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS/COURTS/TRIBUNALS:

No significant or material orders were passed by the regulators orcourts or tribunals which impact the going concern status and company's operations infuture.

VIGIL MECHANISM:

Pursuant to the requirement of the Companies Act 2013 and provisions oflisting regulations applicable to the company your company has adopted vigil mechanism(Whistle Blower Policy) for complying with the company's Code of Conduct and Ethics andparticularly to assuring that business is conducted with integrity and that the Company'sfinancial information is accurate. The reportable matters may be disclosed by theemployees to the Management / Managing Director / Chairman of the Audit Committee. Nocomplaint was received during the financial year 2017-18. During the year under review noemployee was denied access to the Audit Committee.

HUMAN RESOURCES:

Your Company treats its "human resources" as one of its mostimportant assets. Your company continuously invests in attraction retention anddevelopment of talent on an ongoing basis. A number of programs that provide focusedpeople attention are currently underway. Your company's thrust is on the promotion oftalent internally through job rotation and job enlargement.

UNCLAIMED DIVIDEND:

Your company would like to bring to the notice of the shareholders thatsome of them have not claimed the dividends as per the under mentioned detail:

Accounting Year Total amount unclaimed (in Rs.)
2010-11 Rs.52317/-
2011-12 Rs.48097/-
2012-13 Rs.83641/-
2013-14 Rs.22949/-

The Board of Directors sincerely likes to remind the concernedshareholders to claim their dividends. The Board also likes to inform to the shareholdersthat any dividend remaining unclaimed for seven years gets transferred to InvestorEducation & Protection Fund as per Section 125 of the Companies Act 2013. FurtherBoard also informs that pursuant to the provisions of Section 124 of the Companies Act2013 those shares on which dividend has not been claimed since last seven years will betransferred to IEPF Account.

OTHER DISCLOSURES/REPORTING:

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

A) Issue of equity shares with differential rights as to dividendvoting or otherwise

B) Issue of shares (including sweat equity shares) to employees of theCompany under any scheme

C) Voting rights which are not directly exercised by the employees inrespect of shares for the subscription/purchase of which loan was given by the Company (asthere is no scheme pursuant to which such persons can bene icially hold shares asenvisaged under section 67(3)(c) of the Companies Act 2013).

CAUTIONARY STATEMENT:

Statements in this Directors' Report and Management Discussion andAnalysis describing the company's objectives projections estimates expectations orpredictions may be "forward-looking statements" within the meaning of applicablesecurities laws and regulations. Actual results could differ materially from thoseexpressed or implied. Important factors that could make difference to the company'soperations include raw material availability and its prices cyclical demand and pricingin the company's principle markets changes in government regulations Tax regimeseconomic developments within India and the countries in which the company conductsbusiness and other ancillary factors.

ACKNOWLEDGMENT:

Your directors place on record their appreciation for employees at alllevels who have contributed to the growth and performance of your company.

Your Directors also thank the clients vendors bankers shareholdersand advisers of the company for their continued support.

Your directors also thank the central and state governments and otherstatutory authorities for their continued support.

For and on behalf of the Board of Directors Sundaram Multi Pap Limited

S d / - Sd/-
Amrut P. S h a h Shantilal P. Shah
(DIN: 00033120) (DIN: 00033182)
Chairman & Managing Director Whole-time Director
Date: August 14 2018
Place: Mumbai