Directors Report of Agio Paper & Industries Ltd.

Mar 31, 2024

Your directors have pleasure in presenting the 39^th Annual Report together
with the Audited Statement of Accounts of Agio Paper & Industries Limited
for the year ended March 31, 2024.

1. SUMMARISED FINANCIAL HIGHLIGHTS
(Rs)

	Current Year	Previous Year
Gross Turnover and other receipts	31,81,652	1,13,414
Profit / (Loss) before Exceptional Items and Depreciation	(1,00,02,063)	(1,34,35,744)
Less: Exceptional Items	-	-
Profit/(Loss) Before Depreciation	(1,00,02,063)	(1,34,35,744)
Less: Depreciation	8,06,544	8,06,544
Profit /(Loss) Before Tax	(1,08,08,607)	(1,42,42,288)
Less: Provision for taxation	-	-
Profit /(Loss) After Tax	(1,08,08,607)	(1,42,42,288)
Less: Other Comprehensive Income (i) Items that will not be reclassified to Profit or Loss	-	(1,34,030)
Profit /(Loss) Net Tax and Comprehensive Income	(1,08,08,607)	(1,41,08,258)

2. BUSINESS PERFORMANCE

The Operation of paper factory at Bilaspur is under suspension since 6th October, 2010
because of pollution control issues. Efforts are being made to comply with the norms and
alternate means are also explored to start the factory along with new paper mill and
power plant. In view of future plans and valuation of fixed Assets of the company, no
impairment of fixed assets is envisaged by the management.

3. FUTURE OUTLOOK

Being restricted by the Central Pollution Control Board''s order the option of exploring
other areas of business has always been in the mind of management till the restrictions are
lifted. The company is constantly envisaging the avenues related to generation of energy
from renewable resources.

4. DIVIDEND

In absence of any production activities no operational profit was generated for
recommendation of dividend for the financial year ended 31^st March, 2024.

5. SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2024 was Rs.16.12 crores and
Preference Share Capital has increased from Rs. 33.13 crores to Rs. 33.45 crores.
During the year ended 31st March, 2024 the company has issued 32650 Preference
Shares.

Date of Allotment	No. of Preference Shares Allotted
24-05-2023	14,000
18-08-2023	4,000
26-09-2023	4,650
05-03-2024	10,000
Total	32,650

6. CREDIT FACILITIES

The company is debt free with no debts existing to Banks or Financial Institutions.

7. PAPER INDUSTRY OUTLOOK AND OPPORTUNITIES

The paper industry in India has become more promising as the domestic demand is on
the rise. Increasing population and literacy rate, growth in GDP, improvement in
manufacturing sector and lifestyle of individuals are expected to account for the growth in
the paper industry of India.

8. CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social
Responsibility are not attracted to the company yet the Company has been, over the years,
pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which
goes much beyond mere philanthropic gestures and integrates interest, welfare and
aspirations of the community with those of the Company itself in an environment of
partnership for inclusive development.

9. HUMAN RESOURCES

The well-disciplined workforce who has served the company for three decades lies at the
very foundation of the company''s major achievements and this trend is set to continue.
The management has always carried out systematic appraisal of performance and
imparted training at periodic intervals. The company has always recognized talent and has
judiciously followed the principal of rewarding performance.

10. BUSINESS RISK MANAGEMENT

The prudent principles of risk minimization no longer are an option but have become a
compulsion these days.

In keeping with these norms, the board took a well-informed decision to initiate the
procedure and thereafter formally adopted steps for framing, implementing and monitoring
the risk management plan for the company.

The objective of this policy is ensuring stability of business and its sound growth and
also to promote a pro- active approach in reporting, evaluating and resolving risks
associated with the business. In order to achieve the key objective, the policy establishes a
structured and disciplined approach to Risk Management, in order to guide decisions on
risk related issues.

In today''s challenging and competitive environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the Company are imperative. The common
risks inter alia are: Regulations, competition, Business risk, Technology obsolescence,
Investments, retention of talent and expansion of facilities. Business risk, inter-alia,
further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy,
these risks are assessed and steps as appropriate are taken to mitigate the same.

11. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The system of internal control as well as Internal Financial Controls over Financials
which are established are commensurate with the size and nature of business. Detailed
procedures are in place to ensure all assets are safeguarded and protected against loss and
all transactions are authorized, recorded and reported properly. The internal control
system are monitored and evaluated by internal auditors and their reports are reviewed by
the audit committee. Even through this non-production period the Company continues to
ensure proper and adequate systems and procedures commensurate with its size and
nature of its business.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 the Company has complied with the
laws and the codes of conduct applicable to it and has ensured that the business is
conducted with integrity and accordingly the Company has adopted a vigil mechanism
policy. This policy is explained in corporate governance report and also posted on the
website of company.

13. SEXUAL HARASSMENT POLICY

The Company has also framed a policy on prevention of Sexual Harassment of Women
at Workplace which commits to provide a workplace that is free from all forms of
discrimination, including sexual harassment.

As per the Policy, any complaint received shall be forwarded to an Internal Complaint
Committee ("ICC") formed under the Policy for redressal. The investigation shall be
carried out by ICC constituted for this purpose. There was no such complaint during the
year.

A	Number of Complaints Filed during the FY	0
B	Number of Complaints Disposed of during the FY	0
C	Number of Complaints pending as on the end of the FY	0

14. DIRECTORS & COMMITTEES

During the year under review, there was no change in composition of the Board of
Directors. The composition of the Board and KMPs as on March 31, 2024 are given
below:

Sl. No.	DIN/PAN	NAME	DESIGNATION	CATEGORY
1.	02577501	ANKIT JALAN	Managing Director	Executive Director/ Key Managerial Person
2.	AIAPJ5967D	ANKIT JALAN	CEO(KMP)	Key Managerial Person
3.	ALSPD3810E	RASHMI RANJAN DEBATA	CFO	Key Managerial Person
4.	07632857	MOHINI AGARWAL	Director	Non-Executive & Independent Director
5.	03106149	MALAY CHAKRABARTY	Whole Time Director	Executive Director/ Key Managerial Person
6.	01666884	UMESH KUMAR DHANUKA	Director	Non-Executive & Independent Director
7.	08535572	SURAJNARAYAN JAISWAL	Director	Non-Executive & Independent Director
8.	ATMPB2789C	MANISH BHOOT	Company Secretary and compliance Officer	Key Managerial Person

15. BOARD EVALUATION

Pursuant to the provisions of companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulation, 2015, the Board has carried out annual
performance evaluation of its own performance, the directors individually as well the
evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder
committee. The manner in which the evaluation has been carried out has been explained
in Corporate Governance Report.

16. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
Remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

17. MEETINGS

During the year Seven Board Meetings and One Independent Directors'' meeting was
held. The Details of which are given in Corporate Governance Report. The provisions of
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015, as amended from time to time were adhered to while considering the
time gap between two meetings.

18. AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors:

Name	Status	Category
Mr. Suraj Narayan Jaiswal	Chairperson	Non-Executive & Independent Director
Mr. Ankit Jalan	Member	Executive Director
Mrs. Mohini Agarwal	Member	Non-Executive & Independent Director

19. NOMINATION AND REMUNERATION COMMITTEE

The company is having a Nomination and Remuneration committee comprising of the
following directors:

Name	Status	Category
Mr. Suraj Narayan Jaiswal	Chairperson	Non-Executive & Independent Director
Mr. Umesh Kumar Dhanuka	Member	Non-Executive & Independent Director
Mrs. Mohini Agarwal	Member	Non-Executive & Independent Director

21. STAKEHOLDERS RELATIONSHIP COMMITTEE

The company is having a Stakeholders Relationship Committee comprising of the
following directors:

Name	Status	Category
Mrs. Mohini Agarwal	Chairperson	Non-Executive & Independent Director
Mr. Malay Chakrabarty	Member	Executive Director
Mr. Ankit Jalan	Member	Executive Director

22. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) ofthe Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31,
2024, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have
been selected and applied consistently and judgment and estimates have been made that 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, 2024 and of the profit of the Company for the year ended on that
date;

c) that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable
laws were in place and were adequate and operating effectively.

23. RELATED PARTY -TRANSACTIONS

There were no material contracts or arrangements entered into by the company in
accordance with provisions of section 188 of the Companies Act, 2013.All Related Party
Transactions in usual course were placed before the Audit Committee as also the Board
for approval. The policy on Related Party Transactions as approved by the Board is
uploaded on the Company''s website.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the
Company Further, there were no Related Party transactions with the Promoters of
Promoters Group who hold more than 10% Shareholding or Voting rights in the company.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS

There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.

25. AUDITORS
STATUTORY AUDITORS

As per section 139(8) of the Companies Act, 2013, M/s Baid Agarwal Singhi & Co,
Chartered Accountants, (FRN: 328671E E), has been appointed as Statutory Auditors of
the Company from 25/09/2021 to 30/09/2026 for a period of five years.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Miss Kirti Sharma (CP No.: 26705, Membership No.: A41645),
Company Secretaries to undertake the secretarial audit of the company. The Secretarial
Audit Report is annexed herewith as ’Annexure 1’.

INTERNAL AUDITORS

M/s VSNB & Associates, (Firm Registration No.- 330017E) Chartered Accountants
performs the duties of internal auditors of the company and their report is reviewed by the
audit committee from time to time.

COST AUDITORS

Appointment of Cost Auditors and maintenance of Cost Records is not applicable to the
Company.

26. CORPORATE GOVERNANCE

As per SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 as
amended from time to time of the Listing Agreement with the Stock Exchanges, a
separate section on corporate governance practices followed by the Company, together
with a certificate from the Company''s Secretarial Auditor confirming compliance forms
an integral part of this Report.

27. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read
with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as
"Annexure 2".

28. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended in
respect of employees of the Company is as follows:

The company has Two Executive Directors and due to financial constraints being faced
by the company the Whole Time Director has forgone remuneration. The Remuneration of
the other Executive Director is disclosed in detail in the Extract of Annual of the Company.
Further, no sitting fees has been paid to any director during the year.

In terms of the amended rules the names of the top ten employees in terms of
remuneration drawn are provided in "Annexure 3"

The particulars of the employees who are covered by the provisions contained in Rule
5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended are:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

The remuneration paid to all Key management Personnel was in accordance with
remuneration policy adopted by the company.

29. IMPAIRMENT OF ASSETS & CAPITAL WORK-IN-PROGRESS

The paper plant was closed on 6th October, 2010 to fulfill certain pollution control
measures. The management of the Company has disposed of its entire plant & machinery
and substantial portion of CWIP during the last year. The management of the company is
considering various alternative business plans to utilize the remaining PPE of the company.
Further, the management does not for see any impairment in the remaining PPE of the
company.

30. FINANCIAL VIABILITY OF COMPANY

The financial viability of the company is totally dependent on the ability of the company to
infuse funds into the company.

31. ACKNOWLEDGEMENTS

The company has been very well supported from all quarters and therefore your directors
wish to place on record their sincere appreciation for the support and co-operation
received from Employees, Dealers, Suppliers, Central and State Governments, Bankers
and others associated with the Company.

Your Directors wish to thank the banks, financial institutions, shareholders and business
associates for their continued support and cooperation.

We look forward to receiving the continued patronage from all quarters to become a
better and stronger Company.

32. CAUTIONARY STATEMENT

The statements contained in the Board''s Report and Management Discussion and
Analysis contain certain statements relating to the future and therefore are forward looking
within the meaning of applicable securities, laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax
regime, other statues, market forces and other associated and incidental factors may
however lead to variation in actual results.

For and on behalf of the Board of
Directors

Kolkata ANKIT JALAN MALAY CHAKRABORTY

Date: 22-05-2024 (Executive Director) (Executive Director)

DIN: 02577501 DIN: 03106149

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Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 30th Annual Report together with the Audited Statement of Accounts of Agio Paper & Industries Limited for the year ended 31st March, 2015.

1. SUMMARISED FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Current Year Previous Year

Gross Turnover and other receipts 474.75 70.42

Profit / (Loss) before Interest and Depreciation 372.48 (53.47)

Less: Interest - 495.66

Profit/(Loss) Before Depreciation 372.48 (549.08)

Less: Depreciation 28.86 27.57

Profit /(Loss) Before Tax 343.62 (576.65)

Less: Provision for taxation - -

Profit /(Loss) After Tax 343.62 (576.65)

Balance brought forward from previous year (2699.81) (2123.16)

Balance carried to Balance Sheet (2356.18) (2699.81)

2. BUSINESS PERFORMANCE

The resumption of productivity depends upon a host of factors and the main problem still revolves around the restrictions imposed by the Central Pollution Control Board. However, we remain optimistic about overcoming these hurdles in the near future.

3. DIVIDEND

In accordance with compromise settlement arrived with the lender bank during the year the company has written back interest accrued in earlier years in the books of accounts. However, in absence of any production activities no operational profit was generated for recommendation of dividend for the financial year ended 31st March, 2015.

4. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs.16.12 crores. During the year under review the company has not issued any shares or any convertible instruments.

5. CREDIT FACILITIES

Before closure of our factory at Bilaspur the Allahabad Bank had granted us certain credit facilities in connection with our projects at factory site. Even after closure of factory the company was regular in its commitments to the bank but due to adversities after a period of time such adherence was not complied with which led the bank to exercising its rights. But the company had always been in contact with the bank to amicably arrive at a mutual settlement. The efforts finally came to fruition since an amicable settlement was reached which was formally communicated to the company by the bank vide its letter dated 27th March, 2015 and which certainly is a giant step towards in right direction.

6. ECONOMIC SCENARIO AND OUTLOOK

India is set to become the world''s fastest-growing major economy by 2016 ahead of China, the International Monetary Fund (IMF) said in its recent latest forecast. India is expected to grow at 6.3 per cent in 2015, and 6.5 per cent in 2016 by when it is likely to cross China''s projected growth rate, the IMF said in the latest update of its World Economic Outlook.

The government, engineering an economic rebound with a slew of reforms, has unveiled a new statistical method to calculate the national income with a broader framework that turned up a pleasant surprise: GDP in the past year 2013-14 grew 6.9 per cent instead of the earlier 4.7 per cent.

The International Monetary Fund (IMF) and the World Bank in a joint report have forecasted that India will register a growth of 6.4 per cent in 2015, due to renewed confidence in the market brought about by a series of economic reforms pursued by the government.

7. PAPER INDUSTRY OUTLOOK AND OPPORTUNITIES

There are about 700 - 800 paper mills (organized & unorganized sector) in the country out of which 12 large units accounts for production share of about 30% and balance units mostly comprising of medium (Agro-based) and Small (waste paper based) paper mills with production share of 70%. Wood based industry accounts for 35% of production while waste paper and agri residue accounts for 44% & 21% respectively.

The paper industry in India has become more promising as the domestic demand is on the rise. Increasing population and literacy rate, growth in GDP, improvement in manufacturing sector and lifestyle of individuals are expected to account for the growth in the paper industry of India.

According to "India Paper Industry Forecast & Opportunities, 2017" the paper industry in India is expected to grow at the CAGR of around 9.6% during 2012-2017, which will make the revenues of paper industry of India to reach up to USD 11.83 Billion by 2017.

8. CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

9. HUMAN RESOURCES

The well disciplined workforce which has served the company for three decades lies at the very foundation of the company''s major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

10. BUSINESS RISK MANAGEMENT

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

Therefore, in accordance with clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

11. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company.

13. DIRECTORS & COMMITTEES

At the 29th Annual General Meeting of the company held on 24th September, 2014 the company had appointed the existing independent directors Shri Kamal Kumar Khetawat (DIN 00438830) and Shri Sheo Shankar Joshi (DIN 01180895) as independent directors under the companies Act, 2013 for 5 consecutive years for a term upto the conclusion of the 34th Annual General Meeting.

All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement.

At a board meeting held on 26.09.2014 the board had appointed Smt. Sudha Dhanuka (DIN 06417787) as an Additional Director in the category of Independent Director. At the same Board meeting the board also noted and condoled the passing away of Executive Director Shri Davinder Kumar (DIN 00289363) on 7th September, 2014.

In accordance with the provisions of Companies Act,2013 Shri Ankit Jalan (DIN: 02577501), Executive Director retires by rotation and being eligible offers himself for re-appointment.

13.1 BOARD EVALUATION

Pursuant to the provisions of companies Act,2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

13.2 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

13.3 MEETINGS

During the year Seven Board Meetings and one independent directors'' meeting was held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act,2013 and listing agreement were adhered to while considering the time gap between two meetings.

13.4 AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors:

Name Status Category

Shri Kamal Kumar Khetawat Chairman Non Executive & Independent Director

Shri Ankit Jalan Member Executive Director

Shri Sheo Shankar Joshi Member Non Executive & Independent Director

13.5 NOMINATION AND REMUNERATION COMMITTEE

The company is having a Nomination and Remuneration Committee comprising of the following directors:

Name Status Category

Shri Kamal Kumar Khetawat Chairman Non Executive & Independent Director

Shri Sheo Shankar Joshi Member Non Executive & Independent Director

Smt Sudha Dhanuka Member Additional Director - Independent Category

14. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that 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, 2015 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

15. RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. However, there were material related party transactions in terms of clause 49 of the listing agreement. All material related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

17. AUDITORS

17.1 STATUTORY AUDITORS

M/s Singhi & Co (Firm Registration No.302049E) ,Chartered Accountants have been appointed as statutory auditors of the company at the last Annual General Meeting held on 24.09.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

17.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Subhasish Bosu & Co. (CP No.:11469, FCS: 7277),Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as ''Annexure 1''.

17.3 INTERNAL AUDITORS

M/S Ashish K Gupta & Associates, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

18. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Secretarial Auditor confirming compliance forms an integral part of this Report.

19. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure 2".

20. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 3".

21. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The company has one Executive Director and due to financial constraints being faced by the company he has forgone remuneration. Further, no sitting fees has been paid to any director during the year.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company.

22. IMPAIRMENT OF ASSETS & CAPITAL WORK-IN-PROGRESS

The paper plant was closed on 6th October, 2010 to ensure due compliance of orders of the Central Pollution Control Board during which the expansion unit was still under the installation stage. As a result of the closure, the installation of the paper machine and the integration of the power plant with the old and new machines could not be carried out. In order to be effective as well as feasible both needs to operate in unison but since circumstances has led to non commissioning of the power plant and the new paper machine both of them have been shown as work in progress in auditor''s report.

In compliance with Accounting Standard AS-28 relating to "Impairment of Assets", the company has reviewed the carrying amount of its fixed assets as at the end of the year. During the previous financial years the valuation of the various assets of the company situated at our mill site including the factory building and premises was carried out by a registered valuer in connection with various financial facilities granted by our banker. Although the report was submitted by the valuer to the bank directly in accordance with his norms of appointment it is significant to note that neither the bank has communicated any adverse remarks on such assets nor have they expressed any concern regarding the current state of such assets till date. Based on the strategic plans and such valuation of the fixed assets of the company, no impairment of assets is envisaged at the balance sheet date.

23. FINANCIAL VIABILITY OF COMPANY

As it has been pointed out in the statutory auditor''s report that there has been complete erosion of net worth due to closure of our mill. The company is exploring various avenues to infuse funds into the company for repaying debts as well as revival of the company

24. CPCB RESTRICTIONS

As it has been pointed out in the secretarial auditor''s report the factory still remains non operational due to restrictions imposed by the Central Pollution Control Board. The management is pursuing active steps to comply with norms in order to resume production activities.

25. ACKNOWLEDGEMENTS

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and others associated with the Company.

Your Directors wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation.

We look forward to receiving the continued patronage from all quarters to become a better and stronger company.

26. CAUTIONARY STATEMENT

The statements contained in the Board''s Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

For and on behalf of the Board of Director

Kolkata ANKIT JALAN K K KHETAWAT 11th April, 2015 (Executive Director) (Director)

---

Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 29TH Annual Report of the Company along with Audited Accounts of the Company for the year ended 31st March, 2014.

SUMMARISED FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Current Year Previous Year

Gross Turnover and other receipts 70.42 50.00

Profit / (Loss) before Interest and Depreciation (53.47) (327.99)

Less: Interest 495.66 456.51

Profit/ (Loss) Before Depreciation (549.08) (784.50)

Less: Depreciation 27.57 27.11

Profit / (Loss) Before Tax (576.65) (812.21)

Less: Provision for taxation - -

Profit / (Loss) After Tax (576.65) (812.21)

Balance brought forward from previous year (2123.16) (1310.95)

Balance carried to Balance Sheet (2699.81) (2123.16)

BUSINESS PERFORMANCE

We have not been able to resume production activities yet despite the best efforts undertaken by us. However, we remain very positive and hopeful that the Central Pollution Control Board shall in the near future permit us to re commence and build upon the good work of manufacturing paper.

DIVIDEND

In absence of any production activities no profit was generated for recommendation of dividend for the financial year ended 31st March, 2014.

CREDIT FACILITIES

Before closure of our factory at Bilaspur the Allahabad Bank had granted us certain credit facilities in connection with our projects at factory site. Although the company was making repayments to bank as per its commitments certain payments had to be withheld due to certain differences in figures with the bank. Inspite of exercising its rights the company is in discussion with the secured creditor to expedite the matter.

AUDITORS

The Statutory Auditors of the Company M/s Singhi & Co, Chartered Accountants retire at the ensuing Annual General Meeting of the Company have given their consent for appointment and have also confirmed that their appointment, if made, would be within the limits as prescribed under Section 141(3)(g) of the Companies Act, 2013.

The audit of the cost accounts of the Company for the year ended 31st March 2014 is being carried out by our cost auditor M/s M.Pal & Associates and after completion of the audit the cost audit report will be submitted to the Central Government.

In accordance with notification issued by the Ministry of Corporate Affairs dated 30th June, 2014 paper industry no longer falls under the purview of cost audit. However, in case of any future requirement of such audit the company shall ensure due compliance.

DIRECTORS

In accordance with the provisions of Companies Act,2013 and Articles of Association of the company Shri Ankit Jalan ,Executive Director retires by rotation at the conclusion of the ensuing twenty ninth annual general meeting of the company and being eligible offers himself for re-appointment.

As per the provision of Companies Act, 2013, Independent Directors are required to be appointed for a term of 5 consecutive years and not be liable to retire by rotation. In order to comply with provisions of the Companies Act, 2013, the Board recommends for appointment of both the following present Independent Directors not liable to retire by rotation for a consecutive period of 5 years and seek approval by the shareholders of the company at the next General Meeting.

1) Shri Sheo Shankar Joshi

2) Shri Kamal Kunar Khetawat

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis, Corporate Governance Report and Auditor''s Certificate regarding compliance of conditions of Corporate Governance are made part of this Annual Report.

INTERNAL CONTROL SYSTEM

The Company has adequate system of internal controls and check and balances to ensure that its assets are safeguarded and protected against loss from unauthorized use. The existing set up of the internal control system is commensurate with the size of the company''s operations and nature of its business.

DIRECTRORS'' RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors it is hereby confirmed that:

a) All the applicable Accounting Standards have been followed in the preparation of the Annual Accounts and there is no material departure from the same.

b) Accounting policies have been selected in consultation with the statutory auditors and have been applied consistently in making judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2014.

c) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) That they have prepared the annual accounts on a going concern basis.

INSURANCE

Your Company has taken adequate guard against the unforeseen and accidents and all assets are adequately secured.

CORPORATE SOCIAL RESPONSIBILITY

The Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

POLLUTION CONTROL AND ENVIRONMENTAL PROTECTION

Paper Industry by nature is a hazardous industry. The Management had taken during earlier years many developmental actions and made huge investments towards that. In specific areas actions taken were:-

* Zero discharge of Black Liquor from the mill and installing another filter press with full capacity

* Drastic deduction in Consumption of fresh water thereby reducing the generation of effluent.

* The Effluent Treatment Plant has been strengthened by further installation of flocculants tanks, Chemical dosing arrangement for reducing the Effluent load and improves the effluent quality.

* Maximum use of mill back water in the plant by recycling.

* Effluent generation from Paper Machine and Waste Paper Pulp processing is being used 100% after clarification.

* Effluent sludge is separated through 2 Nos. sludge press and used for making board.

* Effluent water is treated in ETP and 100% used for irrigating tree plantation, quenching ash and sprinkling on gardens, roads. There is no discharge in River.

* Emission from boiler is controlled by Trema cyclone & in Power Plant ESP has been installed which maintained emission standard satisfactorily.

* Giving emphasis on green environment every year we planted more than 5000 trees.

* Further for zero effluent discharge we are developing around 3 acres of land.

* Installation of Chemical Recovery Plant in the near future shall bring about a permanent solution to the long standing to pollution.

* All wastes and effluents in the black lagoons and sludge beds meant for storing them have been systematically cleaned and no further wastes can any longer be found.

HUMAN RESOURCE MANAGMENT & INDUSTRIAL RELATIONS

Even during the current period when there is no production we continue to have the support of our disciplined workforce. They form the backbone of the organization and considered our greatest asset. The company too has been sincere in its efforts to provide the best atmosphere for its employees. Adequate training and planning of our manpower resources has been a major factor in our operations. Performance is always rewarded with suitable remuneration.

PARTICULARS OF EMPLOYEES PURSUANT TO PROVISION OF SECTION 217 (2A) OF THE COMPANIES ACT. 1956

The particulars are stated in Annexure - I hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND REGION EXCHANGE EARNINGS AND OUTGO

The information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988, is given in the Annexure -II hereto

CAPITAL WORK IN PROGRESS

The paper plant was closed on 6th October, 2010 to ensure due compliance of orders of the Central Pollution Control Board during which the expansion unit was still under the installation stage. As a result of the closure, the installation of the paper machine and the integration of the power plant with the old and new machines could not be carried out. In order to be effective as well as feasible both needs to operate in unison but since circumstances has led to non commissioning of the power plant and the new paper machine both of them have been shown as work in progress in auditor''s report.

IMPAIRMENT OF ASSETS

In compliance with Accounting Standard AS-28 relating to "Impairment of Assets", the company has reviewed the carrying amount of its fixed assets as at the end of the year. During the year prior to the previous financial year the valuation of the various assets of the company situated at our mill site including the factory building and premises was carried out by a registered valuer in connection with various financial facilities granted by our banker. Although the report was submitted by the valuer to the bank directly in accordance with his norms of appointment it is significant to note that neither the bank has communicated any adverse remarks on such assets nor have they expressed any concern regarding the current state of such assets till date. Based on the strategic plans and such valuation of the fixed assets of the company, no impairment of assets is envisaged at the balance sheet date.

FINANCIAL VIABILITY OF COMPANY

As it has been pointed out in the auditor''s report that there has been complete erosion of net worth due to closure of our mill. It is expected that once we are able to start operations the losses can be made up.

CONCLUSION

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and others associated with the Company.

Your Directors wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation.

We look forward to receiving the continued patronage from all quarters to become a better and stronger company.



For and on behalf of the Board of Directors

Kolkata ANKIT JALAN KAMAL KUMAR KHETAWAT 14th August, 2014 Executive Director Director

---

Mar 31, 2013

TO THE MEMBERs OF AGIO PAPER & INDUSTRIES LTD.

The Directors have pleasure in presenting the 28TH Annual Report of the Company along with Audited Accounts of the Company for the year ended 31st March, 2013.

SUMMARISED FINANCIAL HIGHLIGHTS

(Rs. in Lacs) Current Year Previous Year

Gross Turnover and other receipts 50.00 121.52

Profit / (Loss) before Interest and Depreciation (327.99) (181.73)

Less: Interest 456.51 399.64

Profit/ (Loss) Before Depreciation (784.50) (581.37)

Less: Depreciation 27.11 124.35

Profit / (Loss) Before Tax (812.21) (705.72)

Less: Provision for taxation

MAT Credit Entitlement

Deferred Tax (11.37)

Fringe Benefit Tax

Wealth Tax

Profit / (Loss) After Tax (812.21) (694.35)

Balance brought forward from previous year (1310.95) (616.60)

Add: Adjustment of Employee Benefit as per AS -15 (Revised)

Add: Transfer to foreign currency translation reserve for 2007-08

Balance carried to Balance Sheet (2123.16) (1310.95)

BUSINESS PERFORMANCE

Ever since the closure of our factory to ensure compliance of Central Pollution Control Board''s norms during the financial year 2010-11 we having been trying different alternatives to mitigate the problems but so far it has not come to fruition. Yet we remain honest in our endeavour and hope to make up for loss time in the future.

DIVIDEND

In absence of profit no dividend is recommended for the financial year ended 31st March, 2013.

CREDIT FACILITIES

To facilitate the projects at our factory site at Bilaspur our banker Allahabad bank has raised the level of credit facilities to the extent of Rs.30.85 crores and had restructured such credit facilities earlier. The company has been paying on schedule up until recently, when some of the payments had to be held due to difference in figures with the bank. The company is in talks with the bank to sort out the matter.

AUDITORS

The Statutory Auditors of the Company M/s Singhi & Co, Chartered Accountants retire at the ensuing Annual General Meeting of the Company and have given their consent for reappointment.

Pursuant to directions received from the Central Government, M. Pal & Associates has been appointed as the Cost Auditor of the Company to audit the Cost Accounts of the Company for the year ended 31st March, 2013.

DIRECTORS

In accordance with Section 256 of the Companies Act, 1956 and Article 75 of the Articles of Association of the Company, Shri Kamal Kumar Khetawat Director of your Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment.

CORPORATE GOVERNMENT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis, Corporate Governance

Report and Auditor''s Certificate regarding compliance of conditions of Corporate Governance are made part of this Annual Report.

INTERNAL CONTROL SYSTEM

The company has over the years developed an adequate internal control system through effective means to safeguard against loss and wastages. These internal control systems are subject to review by the Audit Committee and Board of Directors. The internal audit department of the Company reviews the internal control system on a regular basis to improve its effectiveness. Regular internal audits are conducted based on annual internal audit programme as agreed with audit committee. The audit committee also reviews the effectiveness of Company''s internal controls and regularly monitors implementation of audit recommendations. Your Company has emphasized upon the importance of effective internal control and has increased the focus.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors it is hereby confirmed that:

a) All the applicable Accounting Standards have been followed in the preparation of the Annual Accounts and there is no material departure from the same.

b) Accounting policies have been selected in consultation with the statutory auditors and have been applied consistently in making judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2013.

c) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and .

d) That they have prepared the annual accounts on a going concern basis.

INSURANCE

Your Company has taken adequate guard against the unforeseen and accidents and all assets are adequately secured.

CORPORATE SOCIAL RESPONSIBILITY

The Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

POLUTION CONTROL AND ENVIRONMENTAL PROTECTION

Paper Industry by nature is a hazardous industry. The Management had taken during earlier years many developmental actions and made huge investments towards that. In specific areas actions taken were:- - Zero discharge of Black Liquor from the mill and installing another filter press with full capacity. - Drastic deduction in Consumption of fresh water thereby reducing the generation of effluent. - The Effluent Treatment Plant has been strengthened by further installation of flocculants tanks, Chemical dosing arrangement for reducing the Effluent load and improves the effluent quality. - Maximum use of mill back water in the plant by recycling.

- Effluent generation from Paper Machine and Waste Paper Pulp processing is being used 100% after clarification. - Effluent sludge is separated through 2 Nos. sludge press and used for making board. - Effluent water is treated in ETP and 100% used for irrigating tree plantation, quenching ash and sprinkling on gardens, roads.

There is no discharge in River. - Emission from boiler is controlled by Trema cyclone & in Power Plant ESP has been installed which maintained emission standard satisfactorily.

- Giving emphasis on green environment every year we planted more than 5000 trees.

- Further for zero effluent discharge we are developing around 3 acres of land.

- Installation of Chemical Recovery Plant in the near future shall bring about a permanent solution to the long standing pollution

Problem. - All wastes and effluents in the black lagoons and sludge beds meant for storing them have been systematically cleaned and no further wastes can any longer be found.

HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATIONS

Even during the current period when there is no production we continue to have the support of our disciplined workforce. They form the backbone of the organization and considered our greatest asset. The company too has been sincere in its efforts to provide the best atmosphere for its employees. Adequate training and planning of our manpower resources has been a major factor in our operations. Performance is always rewarded with suitable remuneration.

PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 217 (2A) OF THE COMPANIES ACT., 1956

The particulars are stated in Annexure - I hereto

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988, is given in the Annexure –II hereto

CAPITAL WORK IN PROGRESS

The paper plant was closed on 6th October, 2010 to ensure due compliance of orders of the Central Pollution Control Board during which the expansion unit was still under the installation stage. As a result of the closure, the installation of the paper machine and the integration of the power plant with the old and new machines could not be carried out. In order to be effective as well as feasible both needs to operate in unison but since circumstances has led to non commissioning of the power plant and the new paper machine both of them have been shown as work in progress in auditor''s report.

IMPAIRMENT OF ASSETS

In compliance with Accounting Standard AS-28 relating to "Impairment of Assets”, the company has reviewed the carrying amount of its fixed assets as at the end of the year. During the previous financial year the valuation of the various assets of the company situated at our mill site including the factory building and premises was carried out by a registered valuer in connection with various financial facilities granted by our banker. Although the report was submitted by the valuer to the bank directly in accordance with his norms of appointment it is significant to note that neither the bank has communicated any adverse remarks on such assets nor have they expressed any concern regarding the current state state of such assets till date. Based on the strategic plans and such valuation of the fixed assets of the company, no impairment of assets is envisaged at the balance sheet date.

FINANCIAL VIABILITY OF COMPANY

As it has been pointed out in the auditor''s report that there has been complete erosion of net worth due to closure of our mill. It is expected that once we are able start operations the losses can be made up .

CONCLUSION

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and others associated with the Company.

Your Directors wish to thank the banks, financial institutions, shareholders and business associates from their continued support and cooperation.

We look forward to receiving the continued patronage from all quarters to become a better and stronger company.

For and on behalf of the Board of Directors

Kolkata ANKIT JALAN

14th August, 2013 Executive Director

---

Mar 31, 2011

TO THE MEMBERS

AGIO PAPER & INDUSTRIES LTD.

The Directors have pleasure in presenting the 26th Annual Report of the Company along with Audited Accounts of the Company for the year ended 31st March, 2011.

SUMMARISED FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Current Year Previous Year

Gross Turnover and other receipts 2445.60 2415.61

Profit / (Loss) before Interest and Depreciation (607.79) (118.14)

Less: Interest 301.84 85.33

Profit/(Loss) Before Depreciation (305.95) (203.47)

Less: Depreciation 483.03 126.30

Profit/(Loss) Before Tax (177.08) (329.77) Less:,Provision for taxation

MAT Credit Entitlement 59.06 -

Deferred Tax (40.85) -

Fringe Benefit Tax - -

Wealth Tax - -

Profit/(Loss) After Tax (195.29) (329.77)

Balance brought forward from previous year (421.31) (91.53)

Add: Adjustment of Employee Benefit as per AS-15 (Revised) - -

Add: Transfer to foreign currency translation reserve for 2007- 08 - - Balance carried to Balance Sheet (616.60) (421.31)

BUSINESS PERFORMANCE

The closure of the factory since 6th October, 2010 due to instructions issued by the Central Pollution Control Board has put a temporary halt on our consistent progress which we had managed to achieve during the last few years. But this has not deterred us from finding a feasible solution which shall soon be implemented and enable us to carry on production activities without any stoppages.

Even though we have not been able to manufacture paper for majority of the year yet we managed to earn substantial revenue from what we produced prior to such closure. We have also managed to curb certain top heavy expenditures and this has also helped us reduce our losses to a certain extent.

Once production activities resume we shall certainly make up for lost time and shall continue our march towards progress.

DIVIDEND

In absence of profit no dividend is recommended for the financial year ended 31st March, 2011.

PREFERENTIAL ALLOTTMENT OF EQUITY SHARES

In accordance with provisions of section 81(1 A) of the Companies Act, 1956 and subject to guidelines for preferential issues issued by the Securities and Exchange Board of India ("SEBI") under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 the Company has allotted 10,000,000 (One Crore) Equity Shares of Rs.10/- each at a price of Rs. 12/- per equity Share (including a premium of Rs. 21- per share) on preferential allotment basis. Therefore the paid up capital of the Company now stands at Rs. 161,254,000/-.

EXPANSION, NEW PROJECTS AND FUTURE PROJECTIONS

Although we achieved significant progress in installation of second paper machine having production capacity of 18000 MT per annum yet it can be operational only when production resumes. Similarly the 4 MW Co-Generation power plant at our factory which had earlier been tested on trial run basis can run only when we resume production. To prevent further pollutions in future we have decided to install a chemical recovery plant. The work on this project shall commence in the near future and although it will be a time consuming process it will be worth the wait since it will provide a long term solution.

CREDIT FACILITIES

To facilitate the projects at our factory site at Bilaspur our banker Allahabad Bank has raised the level of credit facilities to the extent of Rs.30.85 crores and has restructured such credit facilities.

CREDIT RATING

During the current year we are getting rating done through Fitch Ratings.

AUDITORS

The Statutory Auditors of the Company M/s. Singhi & Co, Chartered Accountants retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment.

Pursuant to directions received from the Central Government. M. Pal & Associates has been appointed as the Cost Auditor of the Company to audit the Cost Accounts of the Company for the year ended 31 st March, 2011.

DIRECTORS

In accordance with Section 256 of the Companies Act, 1956 and Article 75 of the Articles of Association of the Company, Shri Sumitro Mukherjee and Shri Ankit Jalan, Directors of your Company will retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Shri SheoShankar Joshiand Shri Kamal Kumar Khetawat were appointed as Additional Directors with effect from 12th August, 2011 to hold office till the conclusion of the forthcoming Annual General Meeting of the Company. The Company has received notices under section 257 of the Companies Act, 1956 from members proposing their appointment as Directors of the Company.

After their long association with the Company and rendering services in the capacity of Directors Shri Jitendra Agrawal, Shri Ankur Jalan, Shri Ramesh Kumar Kanoi and Shri Shiv Kumar Kanoi have relinquished their offices.The Board of Directors records its sincere appreciation for the invaluable services rendered by them during their tenure as Directors.The Board of Directors also wishes to thank Shri Brij Kishore Taimni who guided the Company during his tenure as Director and has resigned during the year under review. CORPORATE GOVERNANCE

Ever since its inception in the Indian Corporate System observance of Corporate Governance parameters has been strictly followed by the Company. It has been accepted by us as a means of doing business and not just mere compliance. The Corporate Governance Report and the Corporate Governance Compliance Certificate obtained from the Company's Statutory Auditors M/s. Singhi & Co., Chartered Accountants, confirming the compliance of Corporate Governance as stipulated in Clause 49 of Listing Agreement is included in the Annual Report.

INTERNAL CONTROL SYSTEM

Adequate internal control system has been established and is maintained in various areas. The existing set up of the internal control system is commensurate with the size of the Company's operations and nature of its business. Your Company has emphasized upon the importance of effective internal control and has increased the focus.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 217 (2AA)ofthe Companies Act, 1956, with respect to Directors it is hereby confirmed that:

a) All the applicable Accounting Standards have been followed in the preparation of the Annual Accounts and there is no material departure from the same.

b) Accounting policies have been selected in consultation with the Statutory Auditors and have been applied consistently in making judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March. 2011.

c) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and .

d) That they have prepared the Annual Accounts on a going concern basis.

INSURANCE

Your Company has taken adequate guard against the unforeseen and accidents. Sufficient insurance coverage has been obtained w.r.t. the raw materials, finished goods and all assets of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Keeping in consistency with previous years we have carried out our duties as a responsible corporate citizen. Looking after the needs of the society and our surroundings is considered a prime responsibility. Serving the needs of the society and doing everything possible to develop our surroundings and also pave the way for its betterment has not only been a philosophy for the new management but put into practice on a consistent basis over the past years.

POLUTION CONTROL AND ENVIRONMENTAL PROTECTION

Paper Industry by nature is a hazardous industry. The Management has taken many developmental actions and made huge investments towards that. In specific areas actions taken are:-

- Zero discharge of Black Liquor from the mill and installing another filter press with full capacity.

- Drastic deduction in Consumption of fresh water thereby reducing the generation of effluent.

- The Effluent Treatment Plant has been strengthened by further installation of floccuiants tanks, Chemical dosing arrangement for reducing the Effluent load and improves the effluent quality.

- Maximum use of mill back water in the plant by recycling.

- Effluent generation from Paper Machine and Waste Paper Pulp processing is being used 100% after clarification.

- Effluent sludge is separated through 2 Nos. sludge press and used for making board.

- Effluent water is treated in ETP and 100% used for irrigating tree plantation, quenching ash and sprinkling on gardens, roads. There is no discharge in River.

- Emission from boiler is controlled by Trema Cyclone & in Power Plant ESP has been installed which maintained emission standard satisfactorily.

- Giving emphasis on green environment every year we planted more than 5000 trees.

- Further for zero effluent discharge we are developing around 3 acres of land.

- Installation of Chemical Recovery Plant in the very near future shall bring about a permanent solution to the long standing to pollution.

- All wastes and effluents generated from production and deposited in the black lagoons and sludge beds meant for storing them have been systematically cleaned and no further wastes can any longer be found.

HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATIONS

Even during the current period when there is no production we continue to have the support of our disciplined workforce. They form the backbone of the organization and considered our greatest asset. The Company too has been sincere in its efforts to provide the best atmosphere for its employees. Adequate training and planning of our manpower resources has been a major factor in our operations. Performance is always rewarded with suitable remuneration.

PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 217(2A) OF THE COMPANIES ACT, 1956

The particulars are stated in Annexure -1 hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information relating to the Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988, is given in the Annexure -II hereto

ACKNOWLEDGEMENT

The Company has been very well supported from all quarters and therefore your Directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments. Bankers and others Associated with the Company. Your Directors wish to thank the Banks, Financial Institutions, Shareholders and Business Associates for their continued support and cooperation. We look forward to receiving the continued patronage fro all quarters to become a better and stronger Company.

For and on behalf of the Board of Directors

Kolkata M. L. JALAN

12th August, 2011 Chairman

---

Mar 31, 2010

The Directors have pleasure In presenting the 25th Annual Report of the Company along with Audited Accounts of the Company for the year ended 31 st March, 2010.

SUMMARISED FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Current Year Previous Year Gross Turnover and other receipts 2372.43 3677.63

Profit / (Loss) before Interest and Depreciation (118.14) 290.85

Less: Interest 85.33 134.90

Profit/(Loss) Before Depreciation (203.47) 155.95

Less: Depreciation 126.30 121.34

Profit/(Loss) Before Tax (329.77) 34.61

Less: Provision for taxation

DefeiretfTix - 17.42

Fringe Benefit Tax - 1.88

Wealth Tax - 0.02

Profit/(Loss) After Tax (329.77) 15.28

Balance brought forward from previous year (91.53) (54.73)

Add: Adjustment of Employee Benefit as per AS -15 Revised - -

Add: Transfer to foreign currency translation reserve for 2007-08 - (52.08)

Balance carrfedto Balance Sheet (421.30) (91.53)

BUSINESS PERFORMANCE

The present year did not yield the desired results commensurate with our efforts. The closure of the factory for a period of time at the beginning of the financial year and the unstable market conditions throughout the year are two of the factors behind such reversal. The global downturn which is yet to subside totally too had its adverse effects. Since we are in expansion stage we have taken these setbacks in our stride and are hoping all the positive steps taken thus far shall yield the desired results in the near future.

DIVIDEND

In absence of profit no dividend is recommended for the financial year ended 31st March, 2010.

SILVER JUBILEE YEAR

The year in review holds special significance for all of us. We are in our silver jubilee year and me are proud to have made this journey from our humble beginning not so long ago. After change of management during the last decade we have made great strides and have found our place amongst other established players in the industry. The efforts of each and every individual associated with the company will reflect manifold in the years to come when the company shall fulfill its growth potential and shall be recognized as a leader in the paper industry.

PREFERENTIAL ALLOTTMENT OF EQUITY SHARES

In accordance with provisions of section 81 (1 A) of the Companies Act, 1956 and subject to guidelines for preferential issues issued by the Securities and Exchange Board of India ("SEBI") under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 the company intends to allot 10,000,000 (One Crore) Equity Shares of Rs.10/- each at a price of Rs. 12/- per equity Share (including a premium of Rs. 2/- per share) on preferential allotment basis.

EXPANSION, NEW PROJECTS AND FUTURE PROJECTIONS

Our second paper machine having production capacity of 18000 MT per annum is in the final stage of installation. The 4MW Co-Generation power plant at our factory had also been tested on trial run basis. The simultaneous operation of these two together in the future will act as a boon and shall stand us in good stead for the coming years.

CREDIT FACILITIES

To facilitate the projects at our factory site at Bilaspur our banker Allahabad bank has raised the level of credit facilities to the extent of Rs.29.25 crores. CREDIT RATING

During the current year we are getting rating done through Fitch Ratings. AUDITORS

The Statutory Auditors of the Company M/s Singhi & Co, Chartered Accountants retire at the ensuing Annual General Meeting of the Company and have

given their consent for reappointment.

Pursuant to directions received from the Central Government, M. Pal & Associates has been appointed as the Cost Auditor of the Company to audit the

Cost Accounts of the Company for the year ended 31st March, 2010.

AUDITORS OBSERVATION

In para (iii) (x) of Annexure to the Auditors report the statutory auditors have commented that based upon their observations in para 7 of audit report, the companys accumulated losses at the end of the financial year have exceeded fifty percent of its net worth.

It may be noted that subject to the consent of the shareholders at the next annual general meeting the board shall complete the process of preferential allotment of 10,000,000 equity shares of Rs.10/- each at Rs.12/- per equity share (including premium of Rs.2). Subsequently the paid up share capital of the company shall increase by Rs. 1000.00 lacs and shall stand at Rs. 1612.73 lacs. The reserves figure shall also be enhanced by Rs.200.00 lacs after

addition of such share premium and shall stand at Rs.509.00 lacs.

After taking into consideration the enhancement in paid up share capital and reserves subsequent upon completion of process of preferential allotment of shares the accumulated losses of the company shall stand well below fifty percent of net worth and the concern expressed by the statutory auditor of the company shall be adequately redressed.

DIRECTORS

In accordance with Section 256 of the Companies Act, 1956 and Article 75 of the Articles of Association of the Company, Shri Davinder Kumar and Shri Ankur Jalan Directors of your Company will retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

CORPORATE GOVERNANCE

The company has always laid special emphasis to clause 49 of listing agreement with stock exchange which deals with corporate governance. It is a well structured mechanism in the present corporate era which is held in highest esteem by the company and always tries to ensure its due compliance. A compliance report on Corporate Governance forms a part of this annual report along with the auditors certificate on the compliance.

INTERNAL CONTROL SYSTEM

Adequate internal control system has been established and is maintained in various areas. The existing set up of the internal control system is commensurate with the size of the companys operations and nature of its business. Your Company has emphasized upon the importance of effective internal control and has increased the focus.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors it is hereby confirmed that:

a) All the applicable Accounting Standards have been followed in the preparation of the Annual Accounts and there is no material departure from the same.

b) Accounting policies have been selected in consultation with the statutory auditors and have been applied consistently in making judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2010.

c) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and .

d) That they have prepared the annual accounts on a going concern basis.

INSURANCE

Your Company has taken adequate guard against the unforeseen and accidents. Sufficient insurance coverage has been obtained w.r.t. the raw materials, finished goods and all assets of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The company had always pursued the policy of growth objectives in a socially responsible and ecological sustainable way. The health and safety of the employees, those in the neighborhoods and the protection of environment have always been given priority while we strived for excellence.

Infrastructure development

We have developed overhead tanks, water pipes and taps for distribution of water. In the summer months when the crisis of water is acute the bore wells provided by us serves the thousands in all the neighbouring villages,

Sports

The company has been acting as a patron for various sporting activities to nurture young talents in the villages. We have contributed to the district football and basketball association as well as Chhattisgarh karate association for development of local youths.

Health

Being conscious about our greater responsibilities we have been providing free medical check up and treatment facilities to villagers in dispensaries. Free medicines are also provided to the needy people of the villages.

Contribution towards Akshay Patra

In order to eradicate illiteracy and encourage education amongst our future generation we have started contributing towards Akshay Patra a mid day meal scheme for school children.

POLUTION CONTROL AND ENVIRONMENTAL PROTECTION

Paper Industry by nature is a hazardous industry. The Management has taken many developmental actions and made huge investments towards that. In specific areas actions taken are:-

- Zero discharge of Black Liquor from the mill and installing another filter press with full capacity.

- Drastic deduction in Consumption of fresh water thereby reducing the generation of effluent.

- The Effluent Treatment Plant has been strengthened by further installation of flocculants tanks, Chemical dosing arrangement for reducing the Effluent load and improves the effluent quality.

- Maximum use of mill back water in the plant by recycling.

- Effluent generation from Paper Machine and Waste Paper Pulp processing is being used 100% after clarification.

- Effluent sludge is separated through 2 Nos. sludge press and used for making board.

- Effluent water is treated in ETP and 100% used for irrigating tree plantation, quenching ash and sprinkling on gardens, roads. There is no discharge in River.

- Emission from boiler is controlled by Trema cyclone & in Power Plant ESP has been installed which maintained emission standard satisfactorily.

- Giving emphasis on green environment every year we planted more than 5000 trees.

- Further for zero effluent discharge we are developing around 3 acres of land.

HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATIONS

The industrial relations throughout the year under review were peaceful and satisfactory from all aspects. As always the company paid special attention to the aspect of human resource in the organization. In relentless pursuance of excellence, it continues to focus on both recruitment and retention, giving priority to meritocracy and ensuring that performance is first recognized and then rewarded in an appropriate manner. The company understands that culture, core values and integrity constitute the framework of a corporate that is held in esteem by the employees and makes continuous efforts to progress in these directions. Training and development programmes take place continuously to make best use of each individuals abilities.

PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 217(2A) OF THE COMPANIES ACT, 1956

The particulars are stated in Annexure -1 hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988, is given in the Annexure -II hereto.

CONCLUSION

The journey (raveled thus far has been possible with the support and cooperation received from various quarters.

Therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and others associated with the Company.

Your Directors wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation.

We look forward to receiving the continued patronage from all quarters to become a better and stronger company

For and on behalf of the Board of Directors

Kolkata M. L. JALAN

14th August, 2010 Chairman