DIRECTORS' REPORT FOR THE YEAR 2015-16 Dear Members, The Directors of the Company have pleasure in presenting the 59th Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2016 Dividend Your Directors have recommended to the Members a dividend of Rs.1.80 per share (previous year Rs. 1.80 per share) amounting to Rs. 66.21 Lacs, including dividend tax thereon for the financial year ended 31st March, 2016. Operations & Future Outlook During the year under review, the current economic scenario affected the Company seriously. The Company closed the Financial Year with a nominal increase in turnover. Profits came under pressure mainly due to lower than projected increase in turnover and increase in costs. The Modernisation and Expansion Projects are expected to be completed in the F-Y 2016-17. Your Company continues to maintain its leadership in Technical Textiles due to continued thrust on new product development and technical up-gradation. A number of steps taken to reduce costs and increase market penetration, will lead to improved performance in the coming years. The current economic scenario may however continue to affect the results of the Company in the short term. With economic improvement, the Indian Paper Industry is expected to grow at a higher rate than the GDP growth, especially in the packaging segment. The expected completion of Modernization and Expansion Projects together with our strong thrust on exports, will enable your Company to become more competitive and enter new markets. Directors Mr. Kishan Kumar Khaitan, Managing Director of the Company was appointed as the Chairman of the Board w.e.f 31st October, 2015 and was re-designated as Chairman cum Managing Director. Mr. Vinod Kumar Ladia, an Independent Director of the Company, tendered his resignation due to personal reasons, vide Letter dated 13th August, 2015, which was subsequently approved and accepted by Board of Directors in its Meeting held on 31st October, 2015. The Board placed on records its appreciation for the valuable guidance provided by Mr. Vinod Kumar Ladia, during his association with the Company. In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. Devesh Khaitan Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his re-appointment. Profile of Mr. Khaitan, is given in the Notice of the Annual General Meeting. Auditors M/s S. S. Kothari & Co., Chartered Accountants, (Firm Regn No. 302034E) Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment. There are no qualifications, reservations, adverse remarks or disclaimer in the Report. The Secretarial Audit was carried out by Mr. B. N. Khandelwal, Practicing Company Secretary (Certificate of Practice No. 1148) for the financial year ended 31st March, 2016. In terms of Provisions of the Companies Act, on recommendation of the Audit Committee, the Board at its meeting held on 27th May 2015 had appointed Mr. B. N. Khandelwal, Practicing Company Secretary (Certificate of Practice No.1148) as the Secretarial Auditor for the financial year ending 31st March 2016. The Secretarial Auditors' Report for the financial year ending 31st March 2016 is annexed herewith. There are no qualifications, reservations, adverse remarks or disclaimer in the Report. Information's Information's / statements as per the applicable Provisions of the Companies Act & rules made there under, the Listing Agreement, SEBI Regulations and other applicable statutory provisions is annexed. Acknowledgement The Directors wish to place on record their gratitude to the Customers, Investors, Banks, Suppliers, Government Agencies and all other business associates for their valuable assistance, continued support and confidence in the Company. The Directors also place on record their deep appreciation to all employees of the Company for their unstinted efforts during the year. For and on behalf of the Board K.K. Khaitan Chairman cum Managing Director M. K. Khaitan Managing Director |