Directors Report of Kay Power And Paper Ltd.

Mar 31, 2024

Your directors take pleasure in presenting the Thirty Third (33rd) Annual Report on the business and operations of your Company and Audited Financial Statement for the year ended 31st March 2024.

FINANCIAL RESULTS:

(Rs. in lacs)

Financial Year	2023-24	2022-23
Revenue from operations (Net)	3607.72	4344.89
Other Income	259.27	64.28
Total Revenue	3866.99	4409.17
Less: Expenses Cost of material consumed	2595.86	3260.37
Changes in Inventories of finished Goods & Work in Progress Manufacturing Expenses	-14.22 663.07	-4.32 615.07
Employee Benefit Cost	97.76	87.25
Finance cost	-1.01	1.72
Depreciation and amortization Expenses	156.14	83.15
Other Expenses	219.07	225.11
Total Expenses	3716.67	4268.34
Exceptional Items	0.00	0.00
Net Profit Before Tax	150.31	140.83
Less:- Income tax provision 0.00		0.00
Net Profit After Tax	150.31	140.83

OPERATIONS:

During the year under review, the paper division produced 12804.205 MT. of Kraft Paper as against 10936.740 MT in the previous year.

The company has achieved sales of Rs.

3607.72 lakhs as compared to Rs. 4344.89 lakhs in the previous year.

The company has installed a new boiler of six tons per hour capacity which was commissioned in the month of June 2023. The company is saving substantial power & fuel after the commissioning the new boiler.

The company has replaced the old wire parts with new wire parts. The new wire part machinery is commissioned in the month of June 2023. This has improved the quality & increased productivity.

PROSPECTS:

The company has a well-established network of dealers all over western and southern India for sale of its paper products. The Company is continually working to strengthen this network and to get new orders for Karft paper. The Company could sell its entire output without any difficulty. The Company produces a wide range of Kraft paper from 80 gsm to 180 gsm, to meet the requirements of all the segments.

The market for Kraft paper has revived and is growing, especially in the industrial packaging sector where Kraft paper is utilized. Plastic / wood packaging has been discouraged and hence the demand for packaging of Kraft paper is increasing day by day.

RESERVE AND SURPLUS

The amount of Rs. 150.31/- lakhs is proposed to be retained in the surplus:

STATEMENT ON RISK MANAGEMENT POLICY:

The management of the Company has duly adopted the Risk Management Policy as per the requirement of the Companies Act, 2013. Further, they took adequate care in its implementation by identifying various elements of risk which may cause a serious threat to the existence of the Company.

DIVIDEND:

In view of the small profit and carried forward

losses of the Company, it is not possible for your directors to recommend any dividend.

MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments affecting the financial position of the Company which occurred between the ends of the financial year to which this financial statement relates on the date of this report.

NATURE OF BUSINESS

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

DEPOSITS:

During the financial year under review, the company has not accepted or renewed any deposit from the public within the meaning of section 73 and 76 of the Companies Act, 2013 (Act) read with the Companies (Acceptance of Deposit) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The policy on dealing with RPT as approved by the Board is uploaded on the Company’s website (http://www.kaypowerandpaper.com) The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy

specifically deals with the review and approval of RPT, keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All RPT are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for RPT that are of repetitive nature and / or entered in the ordinary course of business and are at arm’s length. All RPT are subjected to independent review by a statutory auditor to establish compliance with the requirements of RPT under the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Your directors draw your attention to Note No. 32 to the financial statements which set out related party transactions.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

DIRECTORS:

Mrs. Deepa Agarwal, director of the company, retires by rotation in the ensuing general meeting and, being eligible, offers herself for re-appointment at the ensuing Annual General Meeting of the company.

Mr. Arvind V. Kulkarni (DIN: -06378344) was reappointed as an independent director on the board of the company in the extra ordinary general meeting held on 22nd March 2024 to hold office for a second term of 5 (five) consecutive years on the Board of the Company from 28/05/2023 to 27/05/2028.

Mr. Kaustubh Wadikar and Mr. Sandeep Shahapurkar are completing their two consecutive terms of 5 years as Independent Directors of the Company in the ensuing Annual General Meeting and as per sub section 10 and 11 of section 149 of the companies act 2023, no independent director shall hold office for more than two consecutive terms.

Therefore, the board of directors in its meeting held on 12th August 2024 and on the recommendation of Nomination and Remuneration Committee has approved the appointment Mr. Anilkumar Govind Bidkar (DIN: - 10639665) as an additional director (Independent) w.e.f. 12th August 2024 to hold office up to the date of the ensuing annual general meeting (AGM). The Board recommends the appointment of Mr. Anilkumar Govind Bidkar (DIN: -10639665) as an Independent Director of the Company for a term of 5 (five) consecutive years for the approval of the Members at the ensuing AGM. The Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of Mr. Anilkumar Govind Bidkar (DIN: - 10639665). The necessary resolutions are being put in the Notice of the ensuing Annual General Meeting for the consideration of the Members.

The board of directors in its meeting held on 12th August 2024 and on the recommendation of Nomination and Remuneration Committee has approved the appointment Mr. Satish Laxman Pharande (DIN: 03516332) as an additional director (Independent) w.e.f. 12th August 2024 to hold office up to the date of the ensuing annual general meeting (AGM). The Board recommends the appointment of Mr. Satish Laxman Pharande (DIN: 03516332) as an Independent Director of the Company for a term of 5 (five) consecutive years for the approval of the Members at the ensuing AGM. The Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of Mr. Satish Laxman Pharande (DIN: 03516332). The necessary resolutions are being put in the Notice of the ensuing Annual General Meeting for the consideration of the Members

None of the Directors of the Company for the financial year ending on 31st March 2024 have been debarred or disqualified from being appointed or continuing as Directors on the

board of the company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

CHANGES IN SHARES CAPITAL:

During the year under review, the company has increased its authorized share capital to ?37,00,00,000/- (Rupees Thirty-Seven Crore Only) consisting of 3,70,00,000 (Three Crore Seventy Lakhs Only) equity shares of face value ?10.00/- each by the creation of additional 2,20,00,000 (Two Crore Twenty Lakhs) equity shares of ?10/- (Rupees Ten) each.

The Members of the company in its extra ordinary general meeting held on 18th March, 2024 has approved to issue and allot in one or more tranches, upto 2,59,00,000 (Two Crore Fifty Nine Lakh Only) Warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company of face value of ?10/- each at a price of ?30.10/- (Rupees Thirty and Ten Paise Only) including premium of ?20.10/- per share for each Warrant payable in cash aggregating upto ?77,95,90,000/- (Rupees Seventy Seven Crore Ninety Five Lakhs Ninety Thousand Only) (“Total Issue Size”), within a period of 18 (Eighteen) months from the date of allotment of Warrants, to persons / entity enlisted below (“Warrant Holder”/ “Proposed Allottees”) belonging to promoter group and non-promoter group of the Company on a preferential basis (“Preferential Issue”), for consideration payable through electronic means/ banking channels and in such manner and upon such terms and conditions as may be deemed appropriate by the Board in accordance with the terms of this Preferential Issue, provisions of SEBI ICDR Regulations, or other applicable laws in this respect.

The Board of directors in its meeting held on 15th April, 2024 has allotted 2,59,00,000 (Two Crore Fifty Nine Lakh Only) Warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company of face value of ?10/- each at a price of ?30.10/-

(Rupees Thirty and Ten Paise Only) including premium of ?20.10/- per share the share warrants as per the shareholders’ approval as mentioned above.

BOARD EVALUATION:

Pursuant to provisions of the Companies Act 2013 and SEBI Regulations mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

The evaluation process has been explained in the Corporate governance report section in this Annual Report. The Board approved the evaluation results as collate by the nomination and remuneration committee.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company had 5 (Five) Board meetings during the financial year under review (29.05.2023, 11.08.2023, 09.11.2023 10.02.2024 & 19.02.2024). The Details thereof are given in the corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the companies Act, 2013

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) We have selected such accounting policies and applied them consistently and made judgments and estimates that are

reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of 31st March 2024 and of the profit and loss of the company for that period;

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

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

(e) We have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS:

M/s. Godbole & Company, (M. No. 104822) Chartered Accountant, Satara has resigned as a statutory auditor of the company w.e.f. 6th August 2024

The board of directors in its meeting held on 12th August 2024 has appointed M/S. R Y Kulkarni & Associates, Chartered Accountants, Pune (M. No.036596), as a statutory auditor of the company due to the casual vacancy.

The board has recommended to the Members to appoint M/S. R Y Kulkarni & Associates, Chartered Accountants, Pune (M. No.036596), as statutory auditor of the company in the place of M/s. Godbole & Company, (M. No. 104822) Chartered Accountant, Satara, for the term of five years from the conclusion of this 33rd Annual General Meeting to the conclusion of 38th Annual General Meeting of the company will be held in the year 2029 (For the Financial Year 2024-25 to 2028-29).

Further the board of directors put necessary resolution in the notice of 33rd annual general meeting of the company for the consideration and approval of members of the company and said appointment.

The Company has received a consent letter from him to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for appointment. Their appointment needs to be confirmed and their remuneration is to be fixed.

AUDITORS’ REPORT:

The observations of the Auditors report read with the relevant notes thereon are selfexplanatory and therefore do not call for any further comments under Section 134 of the Companies Act, 2013. Auditor did not report any frauds under sub-section (12) of section 143 of the companies act 2013.

SECRETARIAL AUDITOR

M/s. Neha Doshi & Co., Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for FY 2023-24 forms part of the Annual Report as Annexure I to the Board''s report.

SECRETARIAL AUDITOR’S REPORT

The observations of the Secretarial Audit report are self-explanatory and therefore do not call for any further comments under Section 134 of the Companies Act, 2013.

CORPORATE GOVERNANCE:

Pursuant to regulation 34(4) of SEBI Listing Obligations and Disclosure Requirements (LODR) regulation 2015, report on Corporate Governance along with Auditor’s certificate on its compliance is attached as Annexure II to this report.

ANNUAL RETURN:

Pursuant to the provisions of sub section 3 of Section 92 of the Companies Act, 2013, a copy

of Annual Return for the financial year 2023-24 is available on the website of the Company at http://www.kaypowerandpaper.com/mgtreturn. asp

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future

COST AUDITORS

As per the companies (Cost Records and Audit) Amendment Rules 2014, the company is exempted from cost audit from the financial year 2015-16. Hence the company has not appointed a cost auditor for the financial year 2023-24.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

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

The particulars as prescribed under Subsection (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts)

Rules, 2014, the relevant information pertaining to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are enclosed as Annexure III to the Board''s report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure IV to the Board''s report.

COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and pursuant to regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors and is available on company’s website on link - www. kaypowerandpaper.com

LISTING OF EQUITY SHARES:

The Equity Shares of your Company are listed on BSE Ltd., where the same are traded regularly and confirm that company has paid the listing fees for the financial year 2023-24.

VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy (the Policy) in compliance with the Companies Act 2013 and Listing agreement, to enable employees, customers, agents, dealers, suppliers and other vendors that

conduct business with Kay Power and Paper Limited to raise concerns and complaints about fraudulent practices.

Under the Policy, the concerns/ complaints pertaining to General Managers and Mangers should be raised before the Chairman of Audit Committee and concerns against other Employees should be addressed to the Vigilance officer and confirm that no personnel have been denied access to the audit committee.

The Company has designated the Manager, Mr. Prasanna Kulkarni, as the Vigilance officer and has created the following email accounts for facilitating the raising of such concerns. Chairman of Audit [e-mail] Vigilance officer - [e-mail]

The Company aims to propagate a culture for maintaining the highest standard of conduct and professionalism and therefore this Policy is implemented in furtherance of the Code of Conduct of the Company.

The details of establishment of such mechanism have also been disclosed on company website on following link - http:// www.kaypowerandpaper.com/download/ Annoncement-KPPL.pdf

COMMITTEES OF THE BOARD

Currently, the Board has four committees: the audit committee, nomination and remuneration committee, stakeholder’s relationship committee, and risk Management committee. The role and responsibilities and composition of the aforesaid committees are mentioned in the corporate governance report section in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A comprehensive Management discussion and analysis Report is appended as Annexure V, forming a part of the Corporate Governance is part of this Annual Report

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during F.Y. 2023-24.

DETAILS OF APPLICATION MADE OR PROCEDDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of loans taken from Banks and Financial Institutions.

ACKNOWLEDGEMENT:

Your Directors appreciate valuable contribution of employees at all levels. Your directors place on record their gratitude for the co-operation received from Maharashtra State Electricity Distribution Company Ltd., IDBI Bank Ltd., HDFC Bank Ltd, Suppliers, Customers and Shareholders of the Company and look forward to their continuous support in coming years.

For and on behalf of the Board of Directors

NIRAJ CHANDRA CHAIRMAN AND MANAGING DIRECTOR

DIN: -00452637

Place: Satara

Date: 12th August 2024

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting Twenty Fourth Annual Report on the business and operations of your Company and Audited Financial Statement for the year ended 31st March, 2015.

FINANCIAL RESULTS :

(Rs. in lacs)

2014-15 2013-14

Revenue from operations (Net) 3052.60 2769.55

Misc Sale (Net) 0.23 0.52

Other Income 310.75 10.38

Total Revenue 3363.58 2780.45

Less: Expenses Cost of material consumed 2632.58 2120.02

Changes in Inventories of finished

Goods & Work in Progress - 11.89 -23.86

Manufacturing Expenses 422.96 394.36

Employee Benefit Cost 97.80 90.49

Depreciation and amortisation Expenses 61.61 43.23

Other Expenses 153.07 148.87

Total Expenses 3356.14 2773.78

Net Profit 7.43 6.67

OPERATIONS :

During the year under review, only Paper Division was operational through out the year and produced 12968.43 M.T of Kraft Paper and achieved sales of Rs. 3052.59 Lacs as against 12455 M.T. '' and Rs. 2769.55 Lacs of the previous year. The net profit was Rs. 7.43 Lacs as against Rs. 6. 67 Lacs of the previous year.

Company could not run Power Division due to non availability of bagasse, raw material for Power generation during the year. Also tenure of power purchases agreement which was executed between the company and MSEDCL has completed on 11/01/2015 and same renewal of power purchase agreement is in progress.

PROSPECTS :

The streamlined operations of Paper Division will continue to give good results during the current year too.

Company has also undertaken the expansion of current capacity of paper division from 15000 TPA TO 20000 TPA and it will be completed somewhere in Sept 2015. After the completion of aforesaid expansion, company will produce additional 5000 M. T of Kraft paper every year.

REHABILITATION SCHEME :

As you aware that, company had been declared as a sick industrial unit by BIFR in 2007 and thereafter filed the rehabilitation scheme through our operating agency M/s. Indian Renewable Energy Development Agency Ltd (IREDA) to the BIFR. Although BIFR in its order dated 11.11.2014 had de-registered with stating that there is a delay in submission of rehabilitation scheme. Consequently company had filed the appeal to the Appellate Authority for Industrial and Financial Reconstruction (AAIFR) against the aforesaid order of BIFR. Subsequently AAIFR on order dated 22.04.2015 remanded the case back to BIFR accepting the company''s submission and as per their aforesaid order operating agency has resubmitted revised DRS to BIFR for their necessary approval. Now matter is under consideration of BIFR and company is expecting the order for approval of rehabilitation scheme in the coming financial year.

DIVIDEND:

In view of the small profit and carried forward losses of the Company, it is not possible for your Directors to recommend any dividend.

MATERIAL CHANGES AND COMMITMENT

The company has entered into the material transaction with the related party M/s. Kay Bouvet Engineering Limited for worth of Rs. 700,00,000/-(Seven Cores only) plus taxes extra for design, Manufacturing, supplying, erecting and commissioning the paper machine part for expansion of current capacity of paper division form 15,000 TPA To 20,000 TPA. This transaction will be ratified by the shareholders in ensuing General Meeting of the company. Other than this there are no material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

FIXED DEPOSIT:

As on 31st March, 2015, Company has no fixed deposits.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, there was no material contract or arrangements entered with related parties as defined under Sub- Section 1 of Section 188 of the Companies Act, 2013. Hence report in form AOC 2 as required under the sub- section 2 of section 188 of Companies Act, 2013 for disclosing material related party transactions along with the justification for entering into such contract /arrangement is not annexed in this Board Report.

Transactions which were entered with the related parties on ordinary course of business and based on arm''s length prices with the prior approval of audit committee are mentioned in the note no. 30 of financial statement in this Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

DIRECTORS:

Mr. Arvind V. Kulkarni director of the company retire by rotation in ensuing general meeting and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. The necessary resolution is being put in the Notice of the ensuing Annual General Meeting for the consideration of the Members.

During the year under review Mr. Kaustubh Wadikar and Mr. Sandeep Shahapurkar were appointed as an independent director of the company for the five years from the conclusion of 23rd Annual General Meeting to conclusion of 28th Annual General Meeting of the company.

During the year under review, company has appointed two key managerial personnel namely, Mr. Sagar Mohite appointed as a Company Secretary of the company w.e.f 28th May, 2014 in the place of Mr. Sham Mulye, who had resigned from office on 31st March, 2014 and Mr. Ganesh Hari Rotithor, Manager- Finance appointed as a Chief Financial Officer of the company with effect from 8th July, 2014.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

The evaluation process has been explained in the Corporate governance report section in this Annual Report. The Board approved the evaluation results as collate by the nomination and remuneration committee.

None of the independent directors are due for re-appointment.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 6 (six) Board meetings during the financial year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of 31st March, 2015 and of the profit and loss of the company for that period;

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

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

(e) We have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS:

M/s. Godbole & Company, Chartered Accountants (M. No. 104822) , Satara Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

The Company has received letters from him to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re- appointment. Their appointment needs to be confirmed and their remuneration is to be fixed.

AUDITORS'' REPORT:

The observations of the Auditors report read with the relevant notes thereon are self explanatory and therefore do not call for any further comments under Section 134 of the Companies Act, 2013.

SECRETARIAL AUDITOR

M/s. Neha Doshi & Co., Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for FY 2014-15 forms part of the Annual Report as Annexure I to the Board''s report.

SECRETARIAL AUDITOR''S REPORT

The observations of the Secretarial Audit report are self explanatory and therefore do not call for any further comments under Section 134 of the Companies Act, 2013.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, report on Corporate Governance along with Auditor''s certificate on its compliance is attached as annexure II to this report.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure III and is attached to this Report.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future

COST AUDITORS:

The Company was appointed Mr. S.V. Vhatte, Cost Accountant, Solapur as Cost Auditor to conduct the audit of cost accounts maintained by the Company, for the financial year 2014-15. Full particulars of Cost Auditors are given here under:-

Name : S.V. Vhatte & Associates

Membership. No. : 7501

Address : A-1/2, Kadadi Nagar, Hotgi Road, Solapur - 413 003.

Details of Cost Audit Report for the financial year ended 31ST March, 2015

Due date of filling: by 30th September 2015.

As per the companies (Cost Records and Audit) Amendment Rules 2014, the company has exempted for cost audit for the financial year 2015-16. Hence company has not appointed cost auditor for the financial year 2015-16.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

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

The particulars as prescribed under Sub- section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the relevant information pertaining to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are enclosed as Annexure IV to the Board''s report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure V to the Board''s report.

COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is enclosed as Annexure VI to the Board''s report

LISTING OF EQUITY SHARES:

The Equity Shares of your Company are listed on BSE Ltd., where the same are traded regularly and confirm that company has paid the listing fees for the financial year 2015-16.

VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy (the Policy) in compliance with the Companies Act 2013 and Listing agreement, to enable employees, customers, agents, dealers, suppliers and other vendors that conduct business with Kay Power and Paper Limited to raise concerns and complaints about fraudulent practices.

Under the Policy, the concerns/ complaints pertaining to General Managers and Mangers should be raised before the Chairman of Audit Committee and concerns against other Employees should be addressed to the Vigilance officer and confirm that there is no personnel has been denied access to the audit committee.

The Company has designated the Manager, Mr. Arvind Patil as the Vigilance officer and has created the following email accounts for facilitating the raising of such concerns.

Chairman of Audit Committee- [e-mail]

Vigilance officer - [e-mail]

The Company aims to propagate a culture for maintaining highest standard of conduct and professionalism and therefore this Policy is implemented in furtherance of the Code of Conduct of the Company.

The details of establishment of such mechanism have also been disclosed on company website on following link - http:// www.kaypowerandpaper.com/download/ Annoncement-KPPL.pdf

COMMITTEES OF THE BOARD

Currently, the Board has four committees: the audit committee, nomination and remuneration committee, stakeholder''s relationship committee, and risk Management committee. The role and responsibilities and composition of the aforesaid committees are mentioned in the corporate governance report section in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A comprehensive Management discussion and analysis Report is appended as Annexure VII, forming a part of the Corporate Governance is part of this Annual Report

ACKNOWLEDGEMENT:

Your Directors appreciate valuable contribution of employees at all levels. Your Directors place on record their gratitude for the co-operation received from Indian Renewable Energy Development Agency Ltd., Maharashtra State Electricity Distribution Company Ltd., IDBI Bank Ltd., HDFC Bank Ltd., Suppliers, Customers and Shareholders of the Company and look forward to their continuous support in coming years.

For and on behalf of the Board of Directors

Niraj Chandra Date : 25th June, 2015 Chairman and Place : Satara Managing Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting Twenty Third Annual Report on the business and operations of your Company and Audited Accounts for the year ended 31ST March, 2014.

FINANCIAL RESULTS :

(Rs. in lacs) 2013-14 2012-13

Total Revenue 2780.45 2,549.98

Net Profit 6.67 6.03

OPERATIONS :

During the year under review, only Paper Division was operational throughout the year producing 12455 M.T. Kraft Paper and achieved sales of 2769.55 Lac as against 12167 M''T'' and Rs. 2540.67 lac of the previous year. The net profit was Rs. 6. 67 Lac as against Rs. 6.03 lac of the previous year.

Company could not run Power Division due to non availability of bagasse, raw material for Power generation during the year.

DIVIDEND :

In view of the small profit and carried forward losses of the Company, it is not possible for your Directors to recommend any dividend.

PROSPECTS :

The streamlined operations of Paper Division will continue to give good results during the current year too.

The Company may restart operations of Power Division after commencement of new sugarcane crushing season, in October - November 2014, when the bagasse will be amply available. Final Power tariff revision / permission to sale power to third party is expected from M.E.R.C., which will improve the viability of Power Division.

REHABILITATION SCHEME :

The final draft rehabilitation scheme has been submitted to operating agency M/s. Indian Renewable Energy Development Agency Ltd (IREDA) for onwards submission to BIFR.

DIRECTORS :

Mr. Kaustubh Wadikar was appointed as Additional Director on the Board of your Company on 28th December, 2013. He will hold office till the conclusion of the ensuing Annual General Meeting. Being eligible Mr. Kaustubh Wadikar offers himself for re-appointment at the ensuing Annual General Meeting. The necessary resolution is being put in the Notice of the ensuing Annual General Meeting for the consideration of the Members.

Mr. Sandeep Shahapurkar was appointed as Additional Director on the Board of your Company on 8th July, 2014. He will hold office till the conclusion of the ensuing Annual General Meeting. Being eligible Mr. Sandeep Shahapurkar offers himself for re-appointment at the ensuing Annual General Meeting. The necessary resolution is being put in the Notice of the ensuing Annual General Meeting for the consideration of the Members Mrs. Smita Phadke was appointed as Additional Director on the Board of your Company on 28th December, 2013 and she has resigned for the office of Additional director form dated 4th July, 2014

DIRECTORS RESPONSIBILITY STATEMENT :

(Under sub-section (2AA) of Section 217 of the Companies Act, 1956, as amended.)

The Directors confirm that;

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. to the best of their knowledge and information they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

iv. the accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE :

Pursuant to clause 49 of the Listing Agreement, report on Corporate Governance along with Auditor''s certificate on its compliance is attached as annexure I to this report.

AUDITORS :

M/s. Godbole & Company, Chartered Accountants, Satara Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letters from him to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. Their appointment needs to be confirmed and their remuneration is to be fixed

AUDITORS'' REPORT :

The observations of the Auditors report read with the relevant notes thereon are self explanatory and therefore do not call for any further comments under Section 217 of the Companies Act, 1956.

COST AUDITORS :

The Company has appointed Mr. S.V. Vhatte, Cost Accountant, Solapur as Cost Auditor to conduct the audit of cost accounts maintained by the Company, for the financial year 2014- 15, subject to the approval of Central Government, thereto. As mandated by Order No.52-26-CAB-201 dated 6thNovember 2012 issued by the Ministry of Corporate Affairs, Government of India, full particulars of Cost Auditors are given here under :- Name : S.V. Vhatte & Associates Membership. No.: 7501 Address : A-1/2, Kadadi Nagar, Hotgi Road, Solapur - 413 003.

Details of Cost Audit Report for the financial year ended 31ST March, 2014

Due date of filling: by 30th September 2014.

FIXED DEPOSIT :

As on 31st March, 2014, Company has no fixed deposits.

STATUTORY PARTICULARS :

In terms of Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo is given in the annexure II of this report.

None of the employees of the Company is in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

LISTING OF EQUITY SHARES :

The Equity Shares of your Company are listed on Bombay Stock Exchange Ltd., where the same are traded regularly.

ACKNOWLEDGEMENT :

Your Directors appreciate valuable contribution of employees at all levels. Your Directors place on record their gratitude for the co- operation received from Indian Renewable Energy Development Agency Ltd., Maharashtra State Electricity Distribution Company Ltd., IDBI Bank Ltd., HDFC Bank Ltd., Suppliers, Customers and Shareholders of the Company and look forward for their continuous support in coming years.

For and on behalf of the Board of Directors

Niraj Chandra Date : 8th July, 2014 Chairman and Place : Satara Managing Director

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting Twenty Second Annual Report on the business and operations of your Company and Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS :

(Rs. in lac)

2012-13 2011-12

Total Revenue 2,549.98 2,349.75

Net Profit 6.03 6.23

OPERATIONS :

During the year under review, only Paper Division was operational throughout the year producing 12167 M.T. Kraft Paper and achieved sales of Rs.2540.67 lac as against 10437 M''T''and Rs.2242.59 lac of the previous year. The net profit was Rs. 6.03 lac as against 6.23 lac of the previous year.

Company could not run Power Division due to non availability of Bagasse, raw material for Power Generation during the year.

DIVIDEND :

In view of the small profit and carried forward losses of the Company, it is not possible for your Directors to recommend any dividend.

PROSPECTS :

The streamlined operations of Paper Division will continue to give good results during the current year too.

Due to drought situation, cultivation of Sugar cane has badly suffered and the availability of bagasse is very poor, hence Company is not in a position to re-start the Operations of Power Division in the current year too.

REHABILITATION SCHEME :

Draft of rehabilitation scheme prepared by Indian Renewable Energy Development Agency Ltd.(IREDA), Operating Agency has been circulated by Board for Industrial And Financial Reconstruction (BIFR) and result awaited.

DIRECTORS :

Mr. A.T.Shaikh, Independent and Qualified Director of the Company passed away on 26.07.2012 and Mr. Arvind Vinayak Kulkarni, Manager, Banking Operations was appointed in the casual vacancy arised and vacates the office in this Annaul General Meeting. Being eligible Mr. A.V.Kulkarni offers himself for re- appointment. at the ensuing Anuual General Meeting. The necessary resolution is being put in the Notice of the ensuing Annual General Meeting for the consideration of the Members.

DIRECTORS RESPONSIBILITY STATEMENT : (Under sub-section (2AA) of Section 217 of the Companies Act, 1956, as amended.).

The Directors confirm that ;

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures ;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period ;

iii. to the best of their knowledge and information they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

iv. the accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE :

Pursuant to clause 49 of the Listing Agreement, report on Corporate Governance alongwith Auditor''s certificate on its compliance is attached as annexure I to this report.

AUDITORS :

The retiring Auditors M/s. Godbole & Company, Chartered Accountants, Satara, is eligible for re-appointment and have indicated their willingness to act as such in terms of Section 224A of the Companies Act, 1956. Their appointment needs to be confirmed and their remuneration is to be fixed.

AUDITORS'' REPORT :

The observations of the Auditors report read with the relevant notes thereon are self explanatory and therefore do not call for any further comments under Section 217 of the Companies Act, 1956.

COST AUDITORS :

The Company has appointed Mr. S.V. Vhatte, Cost Accountant, Solapur as Cost Auditor to conduct the audit of cost accounts maintained by the Company , for the financial year 2013- 14, subject to the approval of Central Government, thereto. As mandated by Order No.52-26-CAB-201 dated 6th November 2012 issued by the Ministry of Corporate Affairs, Government of India, full particulars of Cost Auditors are given here under :- Name : S.V. Vhatte & Associates Membership. No.: 7501

Address : A-1/2, Kadadi Nagar,

Hotgi Road, Solapur - 413 003.

Details of Cost Audit Report for the financial year ended 31st March, 2013

Due date of filling : by 30th September, 2013

FIXED DEPOSIT :

As on 31st March, 2013, Company has no fixed deposits.

STATUTORY PARTICULARS :

In terms of Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo is given in the annexure II of this report.

None of the employees of the Company is in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

LISTING OF EQUITY SHARES :

The Equity Shares of your Company are listed on Bombay Stock Exchange Ltd., where the same are traded regularly.

ACKNOWLEDGEMENT :

Your Directors appreciate valuable contribution of employees at all levels.

Your Directors place on record their gratitude for the co-operation received from Indian Renewable Energy Development Agency Ltd., Maharashtra State Electricity Distribution Company Ltd., IDBI Bank Ltd., HDFC Bank Ltd., Suppliers, Customers and Shareholders of the Company and look forward for their continuous support in coming years. For and on behalf of the Board of Directors

Niraj Chandra

Place : Satara Chairman and

Date : 22nd June, 2013 Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting Twenty first Annual Report on the business and operations of your Company and Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

(Rs. in lac)

2011-12 2010-11

Total Revenue 2,349.75 2,297.81

Net Profit 6.23 81.25

OPERATIONS:

During the year under review, Paper Division was operational throughout the year producing 10437 M.T. Kraft Paper and achieved sales of Rs.2242.59 lac as against 10588 MTand Rs.2123.33 lac of the previous year. Power Division was operational in the first quarter of the financial year and exported 20,49,600 Units to M.S.E.D.C.L. amounting to Rs. 98.18 lac as against 33,43,600 Units and Rs. 160.16 of the previous year. The net profit was Rs. 6.23 lac as against 81.25 lac of the previous year.

DIVIDEND:

In view of the small profit and carried forward losses of the Company, it is not possible for your Directors to recommend any dividend.

PROSPECTS:

The Company expects to restart operations of Power Division after commencement of new sugarcane crushing season, in October - November 2012, when the bagasse will be amply available. Final Power tariff revision / permission to sale power to third party is expected from M.E.R.C., which will improve the viability of Power Division.

The streamlined operations of Paper Division will continue to give good results during the current year too.

Formalities for getting carbon credit are at advanced stage and credits are expected in the forthcoming year.

REHABILITATION SCHEME:

Draft of rehabilitation scheme prepared by Indian Renewable Energy Development Agency Ltd.(IREDA), Operating Agency has been circulated by Board for Industrial And Financial Reconstruction (BIFR) and results awaited.

DIRECTORS:

Ms. Deepa Agarwal, Director of the Company will retire by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting. The necessary resolution for this is being put in the notice of the ensuing Annual General Meeting for the recommendation of the members.

DIRECTORS RESPONSIBILITY STATEMENT :

(Under sub-section (2AA) of Section 217 of the Companies Act, 1956, as amended.). The Directors confirm that ;

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures ;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. to the best of their knowledge and information they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

iv. the accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, report on Corporate Governance alongwith Auditor's certificate on its compliance is attached as annexure I to this report.

AUDITORS:

The retiring Auditors M/s. Godbole & Company, Chartered Accountants, Satara, is eligible for re-appointment and have indicated their willingness to act as such in terms of Section 224A of the Companies Act, 1956. Their appointment needs to be confirmed and their remuneration is to be fixed.

AUDITORS' REPORT:

The observations of the Auditors in their report are self explanatory and have been explained in the notes to the Accounts as referred to in their report.

COST AUDITORS:

The Company has appointed Mr. S.V. Vhatte, Cost Accountant, Solapuras Cost Auditor to conduct the audit of cost accounts maintained by the Company, for the financial year 2011- 12 and 2012-13, subject to the approval of Central Government, thereto. As mandated by Circular No.15/2011 dated 11th April 2011 issued by the Ministry of Corporate Affairs, Government of India, full particulars of Cost Auditors are given here under

Name : S.V. Vhatte & Associates

Membership. No.: 7501

Address : A-1/2, Kadadi Nagar,

Hotgi Road,

Solapur- 413 003.

Details of Cost Audit Report for the financial year ended 31st March 2012

Due date of filling : by 30th Sept. 2012

FIXED DEPOSIT:

As on 31st March 2012, Company has no fixed deposits.

STATUTORY PARTICULARS:

In terms of Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo is given in the annexure II of this report.

None of the employees of the Company is in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

LISTING WITH THE STOCK EXCHANGE :

The Equity Shares of your Company are listed on Bombay Stock Exchange Ltd., where the same are traded regularly.

ACKNOWLEDGEMENT:

Your Directors appreciate valuable contribution of employees at all levels.

Your Directors place on record their gratitude for the co-operation received from Indian Renewable Energy Development Agency Ltd., Maharashtra State Electricity Distribution Company Ltd., Central Bank of India, IDBI Bank Ltd., HDFC Bank Ltd., Suppliers, Customers and Shareholders of the Company and look forward for their continuous support in coming years.

For and on behalf of the Board of Directors Niraj Chandra

Place : Satara Chairman and

Date : 23rd June, 2012 Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting Nineteenth Annual Report on the business and operations of your Company and Audited Accounts for the year ended 31st March, 2010.

OPERATIONS :

During the year under review, only Paper Division was operational, producing 9983 M.T. Kraft Paper and achieved higher sales of Rs.1599.40 lac and profit of Rs. 54.30 lac against sales Rs.1013.38 lac and loss of Rs. 68.33 lac of the previous year.

During the year Company has reached One Time Settlement with Maharashtra State Financial Corporation (MSFC) and total income and net Profit includes, reversal of Rs. 31.14 lac, earlier years interest charged to Profit & Loss Account.

DIVIDEND :

In view of the inadequate profit and carried forward losses of the Company, it is not possible for your Directors to recommend any dividend.

PROSPECTS :

The Company jntends to start operations of Power Division in November, 2010 as the bagasse will be amply available. Final Power tariff revision and permission to sale power to third party is expected from M.E.R.C., which will improve the viability of Power Division.

The operations of Paper Division are streamlined now and give good results during the current year.

RESTRUCTURING PROPOSAL :

Indian Renewable Energy Development Agency Ltd.(IREDA), Operating Agency appointed by Board for Industrial And Financial Reconstruction (BIFR) has submitted restructuring proposal of the Company to BIFR.

DIRECTORS :

Ms.Deepa Agarwal , Director of the Company will retire by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting. The necessary resolution for this is being put in the notice of the ensuing Annual General Meeting. The Board of Directors recommends her re-appointment.

Directors Responsibility statement :

Under sub-section (2AA) of Section 217 of the Companies Act, 1956, as amended.

The Directors confirm that;

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

iii. To the best of their knowledge and information they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

iv. the accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE :

Pursuant to clause 49 of the Listing Agreement, report on Corporate Governance along with Auditor’s certificate on its compliance is attached as annexure I to this report.

AUDITORS :

The retiring Auditors M/s. Godbole & Company, Chartered Accountants, Satara, is eligible for re-appointment and have indicated their willingness to act as such in terms of Section 224A of the Companies Act, 1956. Their appointment needs to be confirmed and their remuneration is to be fixed.

AUDITORS REPORT :

The observations of the Auditors in their report are self explanatory and have been explained in the notes to the Accounts as referred to in their report.

FIXED DEPOSIT :

As on 31st March, 2010, Company has no fixed deposits.

STATUTORY PARTICULARS :

In terms of Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo is given in the annexure 2 of this report.

None of the employees of the Company is in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

LISTING WITH THE STOCK EXCHANGE :

The Equity Shares of your Company are listed on Bombay Stock Exchange Ltd., where the same are traded regularly.

ACKNOWLEDGEMENT :

Your Directors appreciates valuable contribution of employees at all levels.

Your Directors place on record their gratitude for the co-operation received from Indian Renewable Energy Development Agency Ltd., Maharashtra State Electricity Distribution Company Ltd., Maharashtra State Financial Corporation, Central Bank of India, IDBI Bank Ltd., HDFC Bank Ltd., Suppliers, Customers and Shareholders of the Company and look forward for their continuous support in coming years.

For and on behalf of the Board of Directors

Niraj Chandra Place : Pune Chairman and Date : 12th August, 2010 Managing Director