డైరెక్టర్ల నివేదిక Balkrishna Paper Mills Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Twelth
Annual Report of the Company along with Audited
Financial Statements for the financial year ended March
31, 2025.

1. FINANCIAL RESULTS:

The summary of the financial performance of the
Company for the financial year ended March 31,2025
compared to the previous year ended March 31,2024,
is given below:

Particulars	2024-25	2023-24 (Restated)
Net Turnover and Other Income from continuing operation	241.16	345.33
Profit/(Loss) before Depreciation, and Tax for the period	820.37	(7107.81)
Less: Depreciation and Amortisation	1.72	6.12
Profit/(loss) before Tax for the period	818.65	(7113.93)
Less: Provision for Taxation:
Current Tax	-	-
Tax Adjustment for earlier years	-	-
Deferred Tax (Net)	-	-
Profit/ (Loss) after Tax	818.65	(7,113.93)
Add/(Less):Other Comprehensive Income (net of taxes)	0.02	(27.70)
Total Comprehensive Income/ (Expenses) for the year	818.67	(7,141.63)

2. OPERATIONS:

During the year under review, the Gross turnover and
other Income of your Company was ? 241.16 Lakhs
as compared to ? 345.33 Lakhs in the previous year.
The net profit for the year stood at ? 818.67 Lakhs
against Loss of ? 7,141.63 Lakhs in the previous year.

Over the years, your Company has been incurring
heavy losses on account of high cost of production,
lower productivity, lower volume of business and high
fixed cost etc. The Company have tried its best to
revive the operations by undertaking various measures

in the manufacturing as well as time to time infused
funds. However, the losses have continued to accrue.
Therefore, to arrest further losses the Company
has kept production activities at Ambivali factory in
abeyance since January 2023. Further, the Company
had appointed consultant for exploring various
strategies for revamping the ''Paper & Paper Board''
manufacturing activities and also explore alternative
business opportunities available to the Company.
As per the Consultant''s report, the manufacturing of
''Paper & Paper Board'' from Ambivali factory is not a
viable business, on account of increased challenges
due to evolving market conditions, rising competition,
and changing consumer preferences toward digital
alternatives. Further, plant and machineries at
Ambivali factory has become obsolete and any
technological upgradation would require huge amount
of capital investment, which would in turn increase the
borrowings. In view of the above, Paper manufacturing
operation from Ambivali factory is not feasible.

Hence, your Company has decided to discontinue the
manufacturing of ''Paper and Paper Board'' situated at
Ambivali, during the year under review.

3. DIVIDEND:

Your Directors have not recommended any dividend
for the financial year under review.

The Dividend Distribution Policy is applicable to top
1000 listed entities based on market capitalization.
As your Company is not fall under 1000 listed
entities, therefore, Dividend Distribution Policy is not
applicable.

4. SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs.

168,00,00,000 (Rupees One Hundred Sixty Eight
Crore Only) divided into 5,80,00,000 (Five Crore
Eighty Lakh) Equity Shares of Rs.10/- (Rupees Ten
Only) each and 1,10,00,000 (One Crore Ten Lakh)
Preference Shares of Rs. 100/- (Rupees One Hundred
Only) each.

The issued, subscribed and paid up Share Capital of
the Company as on March 31, 2025 are as under:

• Equity Share Capital: ? 32.22 Crore

• Preference Share Capital: ? 110 Crore

During the year under review, your Company has
reclassified and altered the Authorised Share Capital
of Rs. 168,00,00,000 (Rupees One Hundred Sixty
Eight Crore Only) consisting of 3,30,00,000 (Three
Crore Thirty Lakh) Equity Shares of Rs.10/- (Rupees
Ten Only) each, 25,00,000 (Twenty Five Lakh) 9%

Cumulative Redeemable Preference Shares of
Rs.100/- (Rupees One Hundred Only) each and

1.10.00. 000 (One Crore Ten Lakh) Preference Shares
of Rs. 100/- (Rupees One Hundred Only) each to Rs.

168.00. 00.000 (Rupees One Hundred Sixty Eight
Crore Only) consisting of 5,80,00,000 (Five Crore
Eighty Lakh) Equity Shares of Rs.10/- (Rupees Ten
Only) each and 1,10,00,000 (One Crore Ten Lakh)
Preference Shares of Rs. 100/- (Rupees One Hundred
Only) each by reclassification of existing 25,00,000
(Twenty Five Lakhs) 9% Cumulative Redeemable
Preference Shares of Rs.100/- (Rupees One Hundred
Only) each into 2,50,00,000 (Two Crores Fifty Lakhs)
Equity Shares of Rs.10/- (Rupees Ten only) each.

During the year under review, the Rights Issue process
was completed. Issue was Opened on April 02, 2024
for the eligible Shareholders and Issue Closed on
April 15, 2024. The Rights Issue Committee of Board
of Directors of the Company at their meeting held on
April 19, 2024 have allotted 2,14,79,688 fully paid
Rights Equity Shares of face value of Rs.10 each of
the Company at an issue price of Rs.21 per Rights
Equity Share. The Company received proceeds of
Rights Issue on May 7, 2024. The Company had fully
utilized the proceeds of rights issue for the purpose for
which Rights was issued.

Your Company had redeemed 25,00,000 (Twenty
Five Lakh) 9% Cumulative Redeemable Preference
Shares of Rs.100/- (Rupees One Hundred Only) each
aggregating Rs.25,00,00,000/- (Rupees Twenty Five
Crore Only) on May 8, 2024.

Apart from the Rights Issue and redemption of
Preference Shares as mentioned above, there was no
change in the paid up Share Capital during the year
under review.

The Company has not issued shares with differential
voting rights nor granted stock options nor sweat
equity. As on March 31, 2025, none of the Directors
of the Company hold convertible instruments in the
Company.

5. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for
the year under review.

6. MANAGEMENT DISCUSSION AND ANALYSIS:
Global Economy:

According to International Monetary Fund (IMF), the
global economy grew by 3.2% in 2024, and projected
in line with the April 2024 World Economic Outlook
(WEO) forecast, at 3.3% for 2025. Growth was
uneven across regions, with advanced economies

recording stable expansion while emerging markets
and developing economies reporting mixed trends.
Global manufacturing weakened, particularly in
Europe and parts of Asia, due to supply-chain
disruptions and reduced external demand. The
services sector remained resilient and contributed
positively to economic activity. Inflation pressures
eased in most economies but remained persistent in
the services sector. Global recession, anticipated as a
consequence of aggressive monetary tightening. The
global macroeconomic environment, nevertheless,
remained afflicted by the lingering effects of geo¬
economic fragmentation, high debt levels, and rising
risks from climate events.

Indian Economic Review:

According to the April 2025 edition of the IMF''s
WEO, India''s economy is expected to grow by 6.2
percent in 2025 and 6.3 percent in 2026, maintaining
a solid lead over global and regional peers. India''s
economic outlook for 2025 and 2026 remains one
of the brightest among major global economies, as
highlighted by the IMF. Despite global uncertainties
and downward revisions in growth forecasts for other
large economies, India is set to maintain its leadership
in global economic growth. The Indian economy
exhibited remarkable resilience to global shocks
and recorded robust growth during FY2024. Its
realised growth momentum surpassed expectations
amid growth supportive macro-financial conditions
characterised by moderation in inflation, a sustainable
external balance position, financial stability, healthy
balance sheets of corporates, orderly financial
markets, and fiscal consolidation along with sustained
improvement in the quality of public expenditure. On
the back of continuous reforms, the investment-led
growth process and sound macro-policy setting are
expected to help sustain India''s lead as the fastest
growing major economy in the world.

Indian Paper and Packaging Industry Overview:

India''s regulatory push for eco-friendly packaging has
catalyzed the transition from plastic to paper-based
alternatives. With the government tightening plastic
usage norms, paperboard and corrugated solutions
have become essential, not optional. Brands are
actively adopting biodegradable and recyclable
packaging to meet consumer expectations and
Environmental, Social, and Governance (ESG) Goals.
The industry is projected to grow at a Compound
Annual Growth Rate (CAGR) of 6-8% over the next
five years, with strong demand from the FMCG,
e-commerce, pharmaceuticals, and food & beverage
sectors.

The Indian paper packaging industry, a significant
contributor to the nation''s economy, would
characterized by a fragmented landscape with a mix
of large multinational corporations and numerous
small and medium-sized enterprises (SMEs).
Concentration is higher in certain segments like
corrugated packaging, where larger players hold a
greater market share. However, the overall industry
displays a relatively low level of concentration. The
Indian paper packaging market is experiencing robust
growth, driven by a burgeoning population, rising
disposable incomes, and a booming e-commerce
sector. The Indian paper packaging industry offers a
diverse range of products catering to varied customer
needs. Corrugated boxes, folding cartons, and liquid
cartons are major product categories. Innovations
include sustainable materials, customized designs,
enhanced printing capabilities, and specialized
functionalities for improved product protection and
shelf appeal. The focus is shifting towards lightweight,
high-strength materials that minimize environmental
impact while maximizing protection and efficiency in
supply chain management.

Company''s Overview:

During the year under review, the Company has
discontinued its manufacturing activities of ''Paper
and Paper Board'' at Ambivali. The Company is doing
trading activities in sustainable plastic and packaging
materials.

The Company is looking towards possibility of entering
into new areas of business to put to use the existing
resources of the company to the optimum level.

Risks and Concerns:

This Section discuss the various aspects of enterprise
wide risks management. It might be noted that the risk
related information outlined here is not exhaustive and
is for informational purpose only.

Internal Audit and Control:

The Company has an Internal Control System,
commensurate with the size, scale and complexity of
its operations. The scope and authority of the Internal
Audit Function is defined in the Internal Audit Manual.
To maintain its objectivity and Independence, the
Internal Audit Executive Summary to the Chairman of
the Audit Committee of the Board.

The Company has adequate Internal Audit System
in place commensurate with the size of the business.
Necessary checks and controls are in place to ensure
that all assets are safeguarded, to detect and prevent
errors and frauds and that the transactions are
properly verified, adequately authorized, correctly
recorded and properly reported.

Internal Auditors were always present at the Audit
Committee Meetings where Internal Audit Reports are
discussed along with management comments and the
final observation of the Internal Auditor.

Opportunities & Threats:

The Indian packaging-coated board sector is
witnessing strong performance, driven by rising
demand stemming from lifestyle consumption growth.
However, the recycled coated board segment is
experiencing overcapacity due to the commissioning
of several large projects in recent years, coupled
with only moderate export activity. Meanwhile, virgin
board producers face challenges competing against
low-cost imports, which are exerting pressure on their
market positioning and profitability. The success of
the Company is dependent on various factors such
as demand for the Paper Board, cost of production,
volume of production, logistic cost and efficiency of
the plant etc. Further, due to import of Paper Board
on concessional Tariff Rates, there is always pressure
of pricing on the domestic Paper Board Companies,
which makes the domestic Paper Board industry
unviable.

Human Resources:

Relationship between the Management and employee
were cordial throughout the year under review.

Forward Looking Statement:

Statements in the Management Discussion and
Analysis describing the Company''s objectives,
predictions may be “forward looking statements” within
the meaning of applicable laws and regulations. The
actual results could differ materially from the forward
looking statements contained in this document due to
certain risks and uncertainties.

''. DIRECTORS:

In terms of requirements of the Listing Regulations,
the Board has identified core skills, expertise and
competencies of the Directors in the context of the
Company''s business, which are detailed in the Report
on Corporate Governance.

All the directors have also affirmed that they have
complied with the Companies code of business
conduct and ethics.

Further, in terms of Section 150 of the Companies
Act, 2013 (“Act”) read with Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules,
2014, Independent Directors of the Company have
confirmed that they have registered themselves with
the databank maintained by the Indian Institute of

Corporate Affairs. The Independent Directors, who
were required to clear the online proficiency self¬
assessment tests, have been passed the test.

Shri Anurag Poddar, Chairman and Managing
Director has forgone his monthly remuneration due
to poor financial position of the Company with effect
from 1st April, 2019 and continue to do so till further
communication.

Directors appointment / reappointment
Retirement by Rotation

In pursuance of Article 86(1) of Articles of Association
of the Company and Section 152(6) of the Companies
Act, 2013, Shri Manish Malpani (DIN:00055430),
Director is liable to retire by rotation at the ensuing
Annual General Meeting (AGM) and being eligible,
offers himself for reappointment. Your Directors
commend his re-appointment.

Continuation of Office and Re-appointment of Shri
Dileep H. Shinde

Your Directors has approve continuation of directorship
of Shri Dileep H. Shinde (DIN: 00270687), Non¬
Executive Independent Director in terms of Regulation
17(1A) of the SEBI (LODR) Regulations, 2015, who is
serving his first term as an Independent Director with
effect from August 7, 2021 until August 6, 2026 and
will attain the age of 75 years on September 23, 2025
and his continuation of office even after attaining the
Age of 75 years and for re-appointment for 5 (five)
consecutive years on the Board of the Company for
a second term w.e.f. August 7, 2026 to August 6,
2031(both days inclusive).

Brief particulars of Directors being appointed/
re-appointed as required by the SEBI (LODR)
Regulations, 2015 and Secretarial Standards on
General Meetings are provided in the Annexure to the
notice convening the AGM of the Company.

Change in Constitution of Board of Directors

The Board of Directors on the recommendation
of Nomination and Remuneration Committee has
approved the appointment of:

1. Smt. Saumya Ashish Bagrodia (DIN: 06699932)
as a Non-Executive Non-Independent Director;

2. Shri Ashok Nathmal Garodia (DIN: 00206017),
as a Non-Executive Independent Director for a
period of 5 years with effect from February 11,
2025.

Members of the Company have also approved the
appointment of Smt. Saumya Ashish Bagrodia and
Shri Ashok Nathmal Garodia as aforesaid through
Postal Ballot on March 27, 2025.

During the year under review, Shri Rakesh N. Garodia
and Smt. Meghna S. Shah, Independent Directors
have completed their two terms of five years each as

an Independent Directors on February 10, 2025 (close
of business hours) and hence retired.

The Board of Directors of the Company expressed
their deep appreciation and gratitude to Smt. Meghna
S. Shah and Shri Rakesh N. Garodia for their extensive
contribution, commitment and exceptional service to
the organization.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act,
the Key Managerial Personnel (KMP) of the Company
as on the date of this Report are:

Sr. No.	Name	Designation
1.	Shri Anurag Poddar	Chairman and Managing Director
2.	Shri Manish	Whole time Director and
	Malpani	CFO
3.	Shri Omprakash Singh	Company Secretary and Legal Head

Declarations by Independent Directors

The Company has received declaration from all
Independent Directors of the Company confirming
that they meet with the criteria of independence as
laid down under Section 149(6) read with Schedule IV
of the Companies Act, 2013 and Regulation 16(1)(b)
of the Listing Regulations, 2015.

None of the Directors on the Board of the Company
during the financial year ended March 31, 2025 have
been debarred or disqualified from being appointed or
continuing as Directors of companies by the Securities
and Exchange Board of India, Ministry of Corporate
Affairs or any such other Statutory Authority.

In the opinion of the Board, the Independent Directors
fulfill the conditions of independence, are independent
of the management, possess the requisite integrity,
experience, expertise, proficiency and qualifications to
the satisfaction of the Board of Directors. The details
of remuneration paid to the members of the Board is
provided in the report on Corporate Governance.

Familiarization Programme for the Independent
Directors

Your Company has organized a familiarization
programme for the independent directors as per the
requirement of the Companies Act, 2013 along with
the requirements of SEBI (LODR) Regulations, 2015.

8. DISCLOSURES RELATED TO BOARD,
COMMITTEES AND POLICIES:

a. BOARD MEETINGS

The Board of Directors met 5 times during the
year on the following dates in accordance with the
provisions of the Companies Act, 2013 and also
rules made thereunder:

May 13, 2024, August 14, 2024, November 13,
2024, January 02, 2025 and February 11, 2025.

In addition to the above, Independent Directors
Meeting was also held on March 08, 2025.

b. COMMITTEES OF THE BOARD

The Board has the following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Risk Management Committee;

5. Finance Committee;

6. Share Transfer Committee.

7. Rights Issue Committee.

The details of these Committees along with their
composition, number of meetings and attendance
at the meetings are provided in the Corporate
Governance Report.

9. NOMINATION AND REMUNERATION COMMITTEE:

The composition, role, terms of reference as well
as powers of the Nomination and Remuneration
Committee of the Company meets the requirements
of Section 178 of the Companies Act, 2013 and
Regulation 19 of the SEBI (LODR) Regulations, 2015.

Composition

The Committee comprises of three (3) Independent
Directors.

The composition of the Nomination and Remuneration
Committee and category of members is given in the
table below:

Sr. No.	Name of the Director	Category
1.	Shri Dileep H. Shinde	Independent Director
2.	Prof. (Dr.) Mangesh D. Teli	Independent Director
3.	Shri Ashok N. Garodia	Independent Director

During the year under review, Shri Rakesh N. Garodia
and Smt. Meghna S. Shah, Independent Directors
had completed their two terms of five years each as
an Independent Directors on February 10, 2025 and
consequently ceased to be Member.

During the year under review, two (2) Meetings of the
Committee was held on August 14, 2024 and February
11, 2025.

Company''s Policy on appointment and
remuneration of Directors.

Remuneration Policy

The Company has devised the Nomination and
Remuneration Policy for the selection, appointment
and remuneration of the Whole Time Directors, Key
Managerial Personnel and Senior Management

Personnel. The extract of Nomination and
Remuneration Policy is provided in the Corporate
Governance Report and forms part of this Annual
Report.

The Company''s policy on remuneration for Directors
and Senior Management employees are displayed on
the website of the company at www.bpml.in.

Criteria for appointment of Independent Directors

The Independent Directors shall be of high integrity
with relevant experience and expertise in the fields
of manufacturing, marketing, finance, taxation, law,
governance and general management, so as to have
a diverse Board.

Performance Evaluation

Pursuant to the provisions of the Companies Act,
2013 and the Listing Regulations, the Nomination and
Remuneration Committee has laid down the criteria for
evaluation of the performance of individual Directors,
the Board as a whole and also the Secretarial
Department. Evaluation of performance is undertaken
annually.

The performance evaluation of the Chairman and
the Non-Independent Directors was carried out by
the Independent Directors at a separately convened
meeting. The performance evaluation of the
Independent Directors was carried out by the entire
Board (excluding the Director being evaluated). The
Company has implemented a system of evaluation
on the basis of a structured questionnaire which
comprises evaluation criteria taking into consideration
various performance related aspects.

The Directors expressed their satisfaction with the
evaluation process.

Remuneration of Non-Executive Directors

The Non- executive Directors shall be entitled
to receive remuneration by way of sitting fees,
reimbursement of expenses for participation in Board/
Committee meetings and commission, if any, after
approval of the members.

10. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the
Companies Act, 2013, with respect to Directors''
Responsibility Statement, your Directors to the best of
their knowledge hereby confirm:

a) That in the preparation of the annual accounts,
the applicable accounting standards have been
followed along with proper explanation relating to
material departures, if any;

b) That the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that were reasonable
and prudent so as to give a true and fair view of

the state of affairs of the Company as at March
31, 2025 and of the Profit of the Company for that
year under review;

c) That the Directors have taken proper and sufficient
care 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 Directors have prepared the accounts for
the financial year on going concern basis;

e) The Directors have laid down internal financial
controls, which are adequate and were operating
effectively;

f) The Directors have devised proper system to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively;

11. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest
standards of Corporate Governance and adhere
to the Corporate Governance requirement set out
by the SEBI. The Company has complied with the
requirements of Corporate Governance as stipulated
under the Listing Regulations, 2015 and accordingly,
the Report on Corporate Governance together with
Certificate from the Auditors of the Company confirming
compliance of conditions of Corporate Governance as
stipulated under the aforesaid regulations, forms part
of the Annual Report.

12. KEY RATIOS:

As per provisions of SEBI Listing Regulations, 2015,
the significant financial ratios are given in Note No.44.

13. ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)
(a) of the Companies Act, 2013, copy of the Annual
Return of the Company prepared in accordance with
Section 92(1) of the Act read with Rule 11 of the
Companies (Management and Administration) Rules,
2014 may be accessed on the Company''s website at
www.bpml.in.

14. FIXED DEPOSITS:

During the year under review, your Company has
not accepted any fixed deposits and there were no
unclaimed deposits or interest thereon as on March
31,2025.

15. PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS AND SECURITIES:

Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of
the Companies Act, 2013 are given in the Notes to
Financial Statements.

16. SUBSIDIARY COMPANIES:

The Company has no subsidiary / Joint Venture
Companies during the year under review. Hence,
details for the same are not required to mention.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has framed a Whistle Blower Policy to
deal with instances of fraud and mismanagement, if
any. The details of the Policy are given in the Corporate
Governance Report and the policy is posted on the
Company''s website at www.bpml.in.

18. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into
during the financial year were in the ordinary course
of business and were on an arm''s length basis. There
are no materially significant related party transactions
made by the Company with Promoters, Directors,
Key Managerial Personnel or other related parties
which may have a potential conflict with the interest
of the Company at large except the Sell of Lands and
Buildings at Dombivali to Siyaram Silk Mills Limited
and availed Inter Corporate Deposit (ICD) from S P
Finance and Trading Limited, shareholders approval
for the same have already obtained.

All related party transactions for the year are placed
before the Audit Committee as well as before the
Board for approval. The transactions entered into with
related parties are reviewed on a quarterly basis by
the Audit Committee.

The policy on Related Party Transactions as approved
by the Audit Committee and Board is uploaded on the
Company''s website at www.bpml.in.

Members can refer to Note No. 37 to the Financial
Statements which set out related party disclosures.

19. RISK MANAGEMENT FRAMEWORK:

The Board of Directors of the Company has Risk
Management Framework to avoid events, situations
or circumstances which may lead to negative
consequences on the Company''s businesses, and
define a structured approach to manage uncertainty
and to make use of these in their decision making
pertaining to all business divisions and corporate
functions. The Company in accordance with the
provisions of the Act has adopted a Risk Management
Policy and the same is available on Company''s
website at www.bpml.in.

Further your Board has constituted a Risk Management
Committee inter alia, to monitor and review the risk
management framework.

20. DISCLOSURE OF ORDERS PASSED BY REGULATORS
OR COURTS OR TRIBUNAL:

During the year under review, there were no orders
have been passed by any Regulator or Court or

Tribunal which can have impact on the going concern
status and the Company''s operations in future.

21. DISCLOSURES UNDER SECTION 134(3)(l) OF THE
COMPANIES ACT, 2013:

There were no material changes and commitments
which could affect the Company''s financial
position during the year under review except the
discontinuation of the manufacturing of ''Paper and
Paper Board'' at the Ambivali factory.

22. PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

During the Financial Year 2024-25, the Company has
not undertaken any manufacturing activities. Hence,
Conservation of energy, Technology absorption and
Foreign exchange earnings & outgo was NIL, as
required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014.

23. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) policy is not
applicable to the Company.

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

The Business Responsibility and Sustainability Report
(BRSR) is not applicable to the Company.

25. INDUSTRIAL RELATIONS:

Industrial relations with staff and workmen during the
year under review continued to be cordial.

26. SEXUALHARASSMENT OF WOMENATWORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT,
2013:

The Company has formulated and implemented
a policy of prevention of sexual harassment at the
workplace with mechanism of loading/redressal
complaints. During the year under review, there were
no complaints reported to the Board.

27. DISCLOSURE UNDER SECTION 197(12) OF THE
COMPANIES ACT, 2013 AND OTHER DISCLOSURES
AS PER RULE 5 OF COMPANIES (APPOINTMENT &
REMUNERATION) RULES, 2014:

The information required pursuant to Section 197
of the Companies Act, 2013 read with rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of
employees of the Company will be provided upon
request in terms of section 196 of the Act. The Report
is being sent to all the Shareholders of the Company
and other entitled thereto, excluding the information
particulars of which is available for inspection by the
Members at the Registered office of the Company
during business hours on working days of the Company

up to the date of the ensuing Annual General Meeting.
Members interested in obtaining a copy thereof, may
write to the Company Secretary in this regard.

28. CHANGE IN THE NATURE OF BUSINESS IF ANY:

There is no change in the nature of business of your
Company during the year under review.

29. SECRETARIAL STANDARDS:

During the year under review, the Company has
complied with the applicable provisions of the
Secretarial Standards issued by the ICSI.

30. AUDITORS:

The matters related to Auditors and their Reports are
as under:

a. STATUTORY AUDITORS

The Members of the Company at the 10th Annual
General Meeting held on August 4, 2023 approved
the appointment of M/s. D S M R & CO, Chartered
Accountants (FRN: 128085W) as the Statutory
Auditors of the Company for a period of five years
commencing from the conclusion of the 10^th AGM
until the conclusion of the 15^th AGM to be held in
2028.

No frauds have been reported by the Statutory
Auditors during the Financial Year 2024-2025
pursuant to the provisions of Section 143(12) of the
Act.

The observations made by the Statutory Auditors in
their report for the financial year ended March 31,
2025 read with the explanatory notes therein are
self-explanatory and therefore, do not call for any
further explanation or comments from the Board
under Section 134(3) of the Companies Act, 2013.

The details relating to fees paid to the Statutory
Auditors are given in the Note. 41 of the Financial
Statements.

b. COST AUDITORS:

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014, the Board
of Directors have appointed M/s. K. G. Goyal &
Associates, Cost Accountants, as a Cost Auditor of
the Company for the Financial Year 2025-26 at a
remuneration of Rs. 25,000/- (Rupees Twenty Five
Thousand Only) per annum plus applicable tax,
reimbursement of travelling and other out of pocket
expenses incurred by them at actuals.

The remuneration to be paid to Cost Auditors
require ratification by the shareholders and
accordingly necessary resolution for ratification for
seeking approval of members is included in Notice
of ensuing AGM.

Cost Audit Report for the financial year ended
March 31, 2024 was filed with MCA on September
25, 2024.

c. 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 GMJ & Associates, Company
Secretaries in Practice to undertake Secretarial
Audit for the financial year 2024-25.

M/s GMJ & Associates, Company Secretaries has
issued Certificate dated May 29, 2025 certifying
that none of the Directors on the Board of the
Company during the Financial year 2024-25 has
been debarred or disqualified from being appointed
or continuing as directors of the company by SEBI,
MCA or any such other Statutory authority.

Secretarial Audit Report in Form MR-3 for the
financial year ended March 31,2025 and Certificate
of Non Disqualification of Directors are annexed
herewith as Annexure A.

There are no audit qualifications, reservation or
any adverse remarks in the said Secretarial Audit
Report.

31. DISCLOSURE ABOUT THE RECEIPT OF
COMMISSION:

In terms of Section 197(14) of the Act and rules made
there under, during the year under review, no director
has received any commission from the Company thus
the said provision is not applicable to the Company.

32. DETAILS OF ESTABLISHMENT OF CODE OF
CONDUCT FOR REGULATING, MONITORING AND
REPORTING OF TRADING BY INSIDERS:

The Company has a Code of Conduct for regulating,
Monitoring and Reporting of Trading by Insiders (“PIT
Policy”) for connected persons, designated persons
and the insiders (collectively the “Insiders”) as defined
under the SEBI (Prohibition of Insider Trading)
Regulations, 2015 (“PIT Regulations”). The Policy
provide adequate safeguard against victimization. The
Audit Committee reviews the Institutional Mechanism
for prevention of insider trading.

The aforementioned policy is available on the website
of the company at www.bpml.in

33. INSURANCE:

All the properties/assets including buildings, plant &
machinery, furniture & fixtures, and insurable interests
of the Company are adequately insured.

34. GENERAL:

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

i. No unclaimed dividend amount lying with the
Company which needs to be transferred to
Investor Education and Protection Fund (IEPF).

ii. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

iii. Details in respect of frauds reported by auditors
under sub-section (12) of section 143 other
than those which are reportable to the Central
Government.

iv. The details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year.

v. The details of difference between amount of the
valuation done at the time of one-time settlement
and the valuation done while taking loan from
the Banks or Financial Institutions along with the
reasons thereof.

35. ACKNOWLEDGMENT:

Your Directors would like to express their sincere
appreciation for the assistance and co-operation
received from the banks, government authorities,
customers, vendors, dealers, agent, Directors and
shareholders during the year under review. Your
Directors also wish to place on record their deep
sense of appreciation for the committed services by
the Company''s executives, staff and workers.

For and on behalf of the Board of Directors
Anurag P. Poddar

Place: Mumbai Chairman & Managing Director

Date: 29^th May, 2025 DIN: 00599143

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Mar 31, 2024

Your Directors have pleasure in presenting the Eleventh Annual Report of the Company along with Audited Financial Statements for the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

The summary of the financial performance of the Company for the financial year ended March 31,2024 compared to the previous year ended March 31,2023, is given below:

('' in Lakhs)

Particulars	2023-24	2022-23
Net Turnover and Other Income	593.54	10,944.75
Profit/(Loss) before Depreciation, and Tax	(8,901.11)	(4,591.18)
Less: Depreciation and Amortisation	318.54	612.49
Profit/(loss) before Tax	(9,219.65)	(5,203.67)
Less: Provision for Taxation:
Current Tax	0.00	0.00
Tax Adjustment for earlier years	(2.14)	0.00
Deferred Tax (Net)	(2,103.58)	(15.99)
Profit/ (Loss) after Tax	(7,113.93)	(5,187.68)
Add/(Less):Other Comprehensive Income (net of taxes)	(27.70)	(7.44)
Total Comprehensive Income/ (Expenses) for the year	(7,141.63)	(5,195.12)

2. OPERATIONS:

During the year under review, the Gross turnover and other Income of your Company was '' 593.54 Lakhs as compared to '' 10,944.75 Lakhs in the previous year. The net Loss for the year stood at '' 7,113.93 Lakhs against Loss of '' 5,187.68 Lakhs in the previous year.

3. DIVIDEND:

Your Directors have not recommended any dividend for the financial year under review.

4. SHARE CAPITAL:

The issued, subscribed and paid up Share Capital of the Company as on 31^st March, 2024 are as under:

• Equity Share Capital: '' 10.74 Crore

• Preference Share Capital: '' 135 Crore

There was no change in the paid up Share Capital during the year under review.

Disclosure under Reg 32(7A) of SEBI (LODR) Regulations, 2015

The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31^st March, 2024, none of the Directors of the Company hold convertible instruments in the Company.

During the year under review the Board of Directors of the Company at their meeting held on 16th September, 2023, approved the proposal for issuance of fully paid-up Equity Shares of the Company by way of a rights issue for an amount not exceeding Rs. 47.00 Crores (Rupees Forty Seven Crores) in accordance with the Companies Act, 2013 and the rules made thereunder, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and other applicable laws and Rights Issue Committee of the Company in its meeting held on, March 11, 2024, has fixed the record date for the purpose of determining the shareholders. However, the Rights Issue process was completed in the F.Y. 2024-25, as the Issue was Opened on April 2, 2024 for the eligible Shareholders and Issue Closed on April 15, 2024.

There is no instance where the company failed to implement any corporate action within the specified time limit.

The Company has raised fund of ''17.50 crores by leasing its unused land at Ambivali and utilised the said proceeds for repayment of debts to reduce the interest cost, and initiated action to raised revenue from other streams.

5. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

6. MANAGEMENT DISCUSSION AND ANALYSIS: Global Economy

The pace of the growth of Global Economy remained slow in 2023. According to International Monetary Fund (IMF), the global economy achieved a modest growth rate of 3.2% in 2023. Factors such as escalating geopolitical conflicts, higher inflation, prolonged higher interest rates, a sluggish recovery in China, and volatility in energy prices and food markets, have led to a slowdown in global economic growth. Furthermore, the Red Sea crisis has caused the biggest diversion of global trade in decades, leading to delays and heightened expenses for shipping lines.

Indian Economic Review

The Indian economy is on a strong wicket and stable footing, demonstrating resilience in the face of geopolitical challenges. The Indian economy has consolidated its post-Covid recovery with policymakers - fiscal and monetary - ensuring economic and financial stability. Nevertheless, change is the only constant for a country with high growth

aspirations. For the recovery to be sustained, there has to be heavy lifting on the domestic front because the environment has become extraordinarily difficult to reach agreements on key global issues such as trade, investment and climate. High economic growth in FY24 came on the heels of growth rates of 9.7% and 7.0%, respectively, in the previous two financial years. The headline inflation rate is largely under control, although the inflation rate of some specific food items is elevated. The trade deficit was lower in FY24 than in FY23, and the current account deficit for the year is around 0.7% of GDP.

Indian paper and packaging Industry Overview

The Indian paper and packaging market size is expected to grow from $15.16 billion in 2024 to $38.87 billion by 2029, growing at a CAGR of 19.48%. Import of paper and paperboards have increased by 37% to around 1.47 million tons in April - December on FY 2023-24 impacted the ‘Make in India’ drive as well as deprived employment to 5 lakhs committed formers who were aligned with the domestic paper industry through agro and farm forestry.

There is more than adequate domestic capacity in India to manufacture almost all grades of paper and large imports are impacting the commercial viability of most mills. Out of over 900 paper mills, only 553 are operational in India. Imports comprised paper and paper board from ASEAN-India free trade agreement. Besides zero duty concessions to ASEAN and Korean FTAs, import tariff concessions to China under the Asia Pacific Trade Agreement (APTA) also boosted paper imports. There is a subsidy by some of these countries to their paper mills, which creates a cost advantage over Indian paper mills.

Company’s Overview

During the year under review Company has kept manufacturing activities of paper and paper board in abeyance on account of prevailing bad market condition, high cost of manufacturing, lower efficiency etc., and started trading in sustainable plastic and packaging materials. The total revenue from operation for the F.Y. 2023-24 stood at '' 557.74 lakh as against '' 10,930.17 lakh in the F.Y. 2022-23. Loss for the year stood '' 7113.93 lakhs (including exceptional loss of '' 7114.51 Lakh on account of sale of non-current assets) against the loss of '' 5187.68 lakhs (including exceptional loss of '' Nil) in the previous year.

During the period and subsequently Company has raised fund by following means for repayment of its loans & other liabilities: -

a) '' 17.50 Crores raised by leasing its unused land at Ambivali.

b) '' 45.11 crore raised through a “Rights Issue of Equity Shares” aggregating of 2,14,79,688 equity shares having face value of '' 10 each at a price of '' 21 per share (which includes a premium of '' 11 per share). The rights issue was fully subscribed, and shares were allotted on 19th April 2024. The

proceeds from the rights issue were received on 7th May, 2024.

The Company is continuing its efforts for revamping its existing business by doing structural changes, reducing its high cost borrowings etc. Company has also appointed a consultant to evaluate the existing business and explore the possibility of entering into new areas of business to put to use the existing resources of the company to the optimum level.

Internal Audit and Control

Company has adequate Internal Audit System in place commensurate with the size of the business. Necessary checks and controls are in place to ensure that all assets are safeguarded, to detect and prevent errors and frauds and that the transactions are properly verified adequately authorized, correctly recorded and properly reported.

Internal Auditors were always present at the Audit Committee Meetings where internal Audit Reports are discussed along with management comments and the final observation of the Internal Auditor.

Opportunities & Threats

The global paper and paperboard is expected to grow at CAGR of 4.68% during the forecast period of 2024-2029. The packaging market size also expected to grow up in the future. However, the success of the Company is dependent on various factors such as demand for the paper board, cost of production, volume of production, logistic cost and efficiency of the plant etc. Further, due to import of paperboard on concessional Tariff Rates, there is always pressure of pricing on the domestic paperboard Companies, which makes the domestic paperboard industry unviable.

Human Resources

Relationship between the Management and employee were cordial throughout the year under review.

Forward Looking Statement

Statements in the Management Discussion and Analysis describing the Company’s objectives, predictions may be “forward looking statements” within the meaning of applicable laws and regulations. The actual results could differ materially from the forward looking statements contained in this document due to certain risks and uncertainties.

7. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirement set out by the SEBI. The Company has complied with the requirements of Corporate Governance as stipulated under the Listing Regulations, 2015 and accordingly, the Report on Corporate Governance together with Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid regulations, forms part of the Annual Report.

8. DIRECTORS :

In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company’s business, which are detailed in the Report on Corporate Governance.

All the Directors have affirmed that they have complied with the Company’s Code of Conduct & Ethics.

Further, in terms of Section 150 of the Companies Act, 2013 (“Act”) read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors who were required to clear the online proficiency selfassessment tests, have been passed the test.

Shri Anurag Poddar, Chairman and Managing Director has forgone his monthly remuneration due to poor financial position of the Company with effect from 1st April, 2019 and continue to do so till further communication.

Directors appointment / reappointment

In pursuance of Article 86(1) of Articles of Association of the Company and Section 152(6) of the Companies Act, 2013, Shri Anurag Poddar (DIN: 00599143), Director is liable to retire by rotation at the ensuing annual general meeting and being eligible, offers himself for reappointment. Your Directors commend his re-appointment.

Brief particulars of Directors being appointed/ re-appointed as required by the SEBI (LODR) Regulations, 2015 and Secretarial Standards on General Meetings are provided in the Annexure to the notice convening the AGM of the Company.

The Board of Directors on the recommendation of Nomination and Remuneration Committee has reconmended the appointment of Prof. (Dr.) Mangesh D. Teli (DIN: 00218899) as an Independent NonExecutive Director and appointment and remuneration of Shri Manish Omkarmal Malpani (DIN: 00055430), as a Whole-time Director & Chief Financial Officer (CFO) of the Company for a period of 3 years with effect from 9^th December, 2023. Members of the Company have also approved the Appointment of Prof. (Dr.) Mangesh D. Teli and Shri Manish Omkarmal Malpani, through Postal Ballot on April 20, 2024.

During the year under review Shri Ankit Poddar has resigned from the post of ‘Non-Executive & NonIndependent Director’ of the Company w.e.f. 8^th May, 2023 (close of business hours) and Shri Shrutisheel Jhanwar has resigned from the post of Whole Time Director & Chief Financial Officer of the Company with effect from 9th December, 2023 (close of business hours).

During the year under review, Shri Manish Omkarmal

Malpani was appointed as a ‘Non Executive Non Independent Director’ of the Company (liable to retire by rotation) with effect from 14^th August, 2023 upto 9^th December, 2023 (close of business hours).

Declarations by Independent Directors

All the Independent Directors of the Company have given requisite declarations that they meet the criteria of independence as provided in Section 149(6) read with Schedule IV of the Companies Act, 2013 and also Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015.

The Company has received declaration from all Independent Directors of the Company confirming that they meet with the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 as well as Regulation 16(1)(b) of the Listing Regulations, 2015.

In the opinion of the Board, the Independent Directors fulfill the conditions of independence, are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors. The details of remuneration paid to the members of the Board is provided in the report on Corporate Governance.

As per the provisions of the Section 203 of the Act, following are the key managerial personnel as on the date of report:

I. Shri Anurag Poddar, Chairman and Managing Director;

II. Shri Manish Omkarmal Malpani, Whole Time Director and Chief Financial Officer (Appointed w.e.f. 09^th December, 2023);

III. Shri Omprakash Singh, Company Secretary.

9. NOMINATION AND REMUNERATION COMMITTEE:

The composition, role, terms of reference as well as powers of the Nomination and Remuneration Committee of the Company meets the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015.

Composition

The Committee comprises of three (3) Independent Directors.

The composition of the Nomination and Remuneration Committee and category of members is given in the table below:

Sr. No.	Name of the Director	Category
1	Shri Dileep H. Shinde	Independent Director
2	Shri Rakesh N. Garodia	Independent Director
3	Smt. Meghna S. Shah	Independent Director

During the year under review, three (3) Meetings of the Committee was held on May 8, 2023, August 14, 2023 and December 9, 2023.

Company’s Policy on appointment and remuneration of Directors.

Remuneration Policy

The Company has devised the Nomination and Remuneration Policy for the selection, appointment and remuneration of the Whole Time Directors, Key Managerial Personnel and Senior Management Personnel. The extract of Nomination and Remuneration Policy is provided in the Corporate Governance Report and forms part of this Annual Report.

The Company’s policy on remuneration for Directors and Senior Management employees are displayed on the website of the company at www.bpml.in.

Criteria for appointment of Independent Directors

The Independent Directors shall be of high integrity with relevant experience and expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management, so as to have a diverse Board.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors, the Board as a whole and also the Secretarial Department. Evaluation of performance is undertaken annually.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors at a separately convened meeting. The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Company has implemented a system of evaluation on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Directors expressed their satisfaction with the evaluation process.

Remuneration of Non-Executive Directors

The Non- executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in Board/ Committee meetings and commission, if any, after approval of the members.

10. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, your Directors to the best of their knowledge hereby confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the Profit of the Company for that year under review;

c) That the Directors have taken proper and sufficient care 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 Directors have prepared the accounts for the financial year on going concern basis;

e) The Directors have laid down internal financial controls, which are adequate and were operating effectively;

f) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

11. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS

The Board of Directors met 7 times during the year on the following dates in accordance with the provisions of the Companies Act, 2013 and also rules made thereunder:

May 08, 2023, June 12, 2023, August 14, 2023, September 16, 2023, November 02, 2023, December 09, 2023 and February 10, 2024.

In addition to the above, Independent Directors Meeting was also held on March 28, 2024.

b. COMMITTEES OF THE BOARD

The Board has the following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Risk Management Committee;

5. Finance Committee;

6. Share Transfer Committee;

7. Rights Issue Committee.

The details of these Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

12. KEY RATIOS:

As per provisions of SEBI Listing Regulations, 2015, the significant financial ratios are given in Note No.49.

13. ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3) (a) of the Companies Act, 2013, copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 may be accessed on the Company’s website at the link www.bpml.in.

14. FIXED DEPOSITS:

During the year under review, your Company has not accepted any fixed deposits and there were no unclaimed deposits or interest thereon as on 31^st March, 2024.

15. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.

16. SUBSIDIARY COMPANIES:

The Company has no subsidiary Company.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Policy are given in the Corporate Governance Report and the policy is posted on the Company’s website at www.bpml.in.

18. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were in the ordinary course of business and were on an arm’s length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large.

All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The transactions entered into with related parties are reviewed on a quarterly basis by the Audit Committee.

The policy on Related Party Transactions as approved by the Audit Committee and Board is uploaded on the Company’s website at www.bpml.in.

Members can refer to Note No. 37 to the Financial Statements which set out related party disclosures.

19. RISK MANAGEMENT FRAMEWORK:

The Board of Directors of the Company has Risk Management Framework to avoid events, situations or circumstances which may lead to negative consequences on the Company’s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making

pertaining to all business divisions and corporate functions. Risk Management Policy is available on Company’s website at www.bpml.in.

Further your Board has constituted a Risk Management Committee inter alia, to monitor and renew the risk management framework.

20. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

During the year under review, there were no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

21. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

There were no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, Company kept the production activity of paper and paper board in abeyance. Hence, Conservation of energy, Technology absorption and Foreign exchange earnings & outgo is NIL, as required under the provisions of Section134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

23. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) policy is not applicable to the Company.

24. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company.

25. INDUSTRIAL RELATIONS:

Industrial relations with staff and workmen during the year under review continued to be cordial.

26. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has formulated and implemented a policy of prevention of sexual harassment at the workplace with mechanism of loading/redressal complaints. During the year under review, there were no complaints reported to the Board.

27. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The information required pursuant to Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request in terms of section 196 of the Act. The Report

is being sent to all the Shareholders of the Company and other entitled thereto, excluding the information particulars of which is available for inspection by the Members at the Registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Members interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

28. CHANGE IN THE NATURE OF BUSINESS IF ANY:

There is no change in the nature of business of your Company during the year under review.

29. COMPLIANCE WITH THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (“ICSI”) SECRETARIAL STANDARDS:

The relevant Secretarial Standards issued by the ICSI related to the Board Meetings and General Meeting have been complied by the Company.

30. AUDITORS:

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31^st MARCH 2024.

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors have appointed M/s. K. G. Goyal & Associates, Cost Accountants, as a cost auditor of the Company for the Financial Year 202425 at a remuneration of Rs. 40,000/- (Rupees fourty thousand only) per annum plus applicable tax, reimbursement of travelling and other out of pocket expenses incurred by them at actuals.

The remuneration to be paid to Cost auditors require ratification by the shareholders and accordingly necessary resolution for ratification for seeking approval of members is included in Notice of ensuing AGM.

Cost Audit Report for the financial year ended 31^st March, 2023 was filed with MCA on 21^st September, 2023.

c. 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 GMJ & Associates, Company Secretaries in Practice to undertake Secretarial Audit for the financial year 2024-25.

There is no Secretarial audit qualification for the year under review.

M/s GMJ & Associates, Company Secretaries has issued Certificate dated 13^th May, 2024 certifying that none of the Directors on the Board of the Company during the Financial year 2023-24 has been debarred or disqualified from being appointed or continuing as directors of the company by SEBI, MCA or any such other Statutory authority.

Secretarial Audit Report for the financial year ended 31^st March, 2024 and Certificate of Non Disqualification of Directors are annexed herewith as Annexure - I.

31. INSURANCE:

All the properties/assets including buildings, plant & machinery, furniture & fixtures, and insurable interests of the Company are adequately insured.

32. GENERAL:

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

i. No unclaimed dividend amount lying with the Company which needs to be transferred to Investor Education and Protection Fund (IEPF).

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

iii. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government

iv. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

v. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

33. ACKNOWLEDGMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, government authorities, customers, vendors, dealers, agent, Directors and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

For and on behalf of the Board of Directors

Place : Mumbai Anurag P. Poddar

Date : 13^th May, 2024 Chairman & Managing Director

DIN: 00599143

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Mar 31, 2018

To The Members of,

Balkrishna Paper Mills Ltd

The Directors have pleasure in presenting the Fifth Annual Report of the Company along with Audited Financial Statements for the Financial year ended 31st March, 2018.

1. FINANCIAL RESULTS:

The summary of the financial performance of the Company for the financial year ended March 31, 2018 compared to the previous year ended March 31, 2017, is given below

(Rs. in Lakhs)

Particulars	2017-18	2016-17
Net Turnover and Other Income	21,104.79	19,096.88
Profit/(Loss) before Depreciation, and Tax	(3,106.71)	(1,397.92)
Less: Depreciation and Amortisation	682.90	577.04
Profit/(loss) before Tax	(3,789.60)	(1,974.96)
Less: Provision for Taxation
Current Tax (MAT)	0.00	0.00
Deferred Tax (Net)	229.17	370.92
Profit after Tax	(4,018.77)	(2,345.88)
Add/(Less):Other Comprehensive Income (net of taxes)	(5.70)	(3.77)
Total Comprehensive Income/ (Expenses) for the year	(4,024.47)	(2,349.65)

Pursuant to the notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1st April, 2017. Financial Statements for the year ended and as at 31st March, 2017 have been restated to confirm with Ind AS.

2. OPERATIONS:

During the year under review, the Gross turnover and other Income of your Company increased to Rs. 21,104.79 Lakhs from Rs. 19,096.88 Lakhs in the previous year. The net Loss after tax stood at Rs. 4,024.47 Lakhs against Loss of Rs. 2349.65 Lakhs in the previous year.

3. DIVIDEND

Your Directors have not recommended any dividend for the financial year under review

4. SHARE CAPITAL:

The paid up Share Capital of the Company as on 31st March, 2018 are as under:

- Equity Share Capital : Rs. 1074 Lakhs

- Preference Share Capital: Rs. 2500 Lakhs

During the year under review, the Company has issued and alloted 25,00,000 - 9% Cumulative Redeemable Preference Shares of Rs. 100/- each aggregating Rs. 25,00,00,000/- on Private Placement basis to Siyaram Silk Mills Limited on 09/08/2017.

The Company has not issued shares with differential voting rights nor granted stock options nor sweet equity. As on 31st March, 2018, none of the Directors of the Company hold convertible instruments in the Company.

5. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

6. MANAGEMENT DISCUSSION AND ANALYSIS

Outlook

This outlook is based on assessment of the current business environment. It may vary due to future economic and other developments, in India and abroad.

Company’s Overview

Your Company is engaged in manufacturing and marketing of quality coated Paper and Paper Boards. During the year under review, significant economic measures were implemented by the Government. After demonetisation, GST was implemented w.e.f. 01-07-2017, one nation, one tax expected yield better results in the long term, however, in the short term, it had a dampening effect on the Indian economy. The result of these were evident as GDP came crashing to three year low at 5.7% in the first quarter of 2017-18. With the change in the tax laws, the procurement of the raw material, i.e., waste paper has become very tough and also cost of the same has gone up along with the other related expenses. In the meantime, due to the bad market condition prevailed we could not increase the realisation rates in line with the expenses. In the export market too, there were teething problems and delay in getting the GST refunds etc. All these factors affected the performance of the Company. The global demand for Paper and Paper Board is increasing. As per AIPIMA Indian Paper market is growing @ around 8% and value added Coated Board @ 15% per annum. The Company is trying to improve its realisation by manufacturing more value added products, in the meanwhile expanding its market base in domestic as well as overseas market. The various products launched by the Company in the export market is giving encouraging results. Company has obtained ‘Authorized Economic Operator-T1 Certificate’ for availing various exports and imports benefits. All these efforts will help the Company to improve its overall performance. Internal Audit and Control

Your Company’s internal systems are adequate and commensurate with the size of operations. These controls ensure that transactions are authorized, recorded and reported on time. They ensure that assets are safeguarded and protected against loss or unauthorized disposal. The Company has appointed external independent internal audit agency to carry out concurrent internal audit at its factories and registered office.

Opportunities threats and Risk

Increasing population, 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. Many of the existing Paperboard players are increasing their capacity to meet the growing demand. A threat could be due to (a) new competitor; (b) Price wars with competitors; (c) Competitors superiors distributions channels.

Human Resources

The company believes that its ability to put up excellent performances lies in its ability to work as a team. Therefore, it emphasizes on providing equal opportunities to all employees.

The Management persistently promote a culture of employee recognition and motivation. The Company reinforces capabilities through in house & out door training programmes.

Forward Looking Statement

Statements in the Management Discussion and Analysis describing the Company’s objectives, predictions may be “forward looking statements” within the meaning of applicable laws and regulations. The actual results could differ materially from the forward looking statements contained in this document due to certain risks and uncertainties, which include the effect of economic and political conditions in India, Government policies, new regulations that may affect the Company business.

7. CORPORATE GOVERNANCE:

A report on Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015, together with Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid regulations, forms part of the Annual Report.

8. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of directors & key managerial personnel

Shri Shrutisheel Jhanwar, Director, retires by rotation and being eligible, offers himself for re-appointment. Your Directors commend his re-appointment.

During the year, Shri Sachindra Nath Chaturvedi, ceased to be Director from the Board of Directors of the Company with effect from 13th October, 2017, as he has incurred disqualification under Section 164(2) of the Companies Act, 2013 and he has vacated his office under Section 167 of the Companies Act, 2013. The Board of Directors placed on record their gratitude and appreciation for immense contribution made by him during his tenure as Director of the Company.

Shri Ramanlal B. Golecha, on the recommendation of the Nomination and Remuneration Committee, was appointed as an Additional Director by the Board w.e.f. 20th November, 2017 and who holds office up to the date of ensuing Annual General Meeting (AGM). Shri Ramanlal B. Golecha is eligible to be appointed as an Independent Director. It is proposed to appoint Shri Ramanlal B. Golecha as an Independent Director, not liable to retire by rotation, for a period of five years from date of appointment.

The Board of Directors on the recommendation of Nomination and Remuneration Committee has approved the re-appointment and remuneration of Shri Anurag Poddar, Chairman and Managing Director, Shri Ankit Poddar, Executive Director and Shri Shrutisheel Jhanwar, Whole time Director & Chief Financial Officer for a further period of 3 years with effect from 11th February, 2018, subject to approval of shareholders. Necessary resolutions have been put up in the Notice of ensuing AGM for approval of the members. Your Directors commend their re-appointment.

Brief particulars of Directors being appointed/re-appointed as required by the SEBI (LODR) Regulations, 2015 and Secretarial Standards on General Meetings are provided in the Annexure to the notice convening the AGM of the Company declarations by independent directors:

The Company has received declarations from all the

Independent Directors under Section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulation.

9. NOMINATION AND REMUNERATION COMMITTEE:

The composition, role, terms of reference as well as powers of the Nomination and Remuneration Committee of the Company meets the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015.

Composition :

The Committee comprises of 3 Independent Directors.

The composition of the Nomination and Remuneration Committee, category of members, their attendance at the Committee Meetings held during the year under review is given in the table below:

Sr. No.	Name of the Director	Category	Number of Meetings *
			Held	Attended
1	Shri Ramanlal B. Golecha#	Independent Director	2		1
2	Shri Harish N. Motiwalla	Independent Director	2		2
3	Shri Rakesh N. Garodia	Independent Director	2		2
4	Shri Sachindra Nath Chaturvedi$	Independent Director	2		Nil

* During the year the committee met 2 times on following dates i.e. 20.11.2017 and 30.01.2018.

# Appointed as an Independent Director w.e.f. November 20, 2017

$ Shri Sachindra Nath Chaturvedi, being disqualified under Section 164(2) of the Companies Act, 2013, has vacated his office as a director of the Company w.e.f 13th October, 2017 under Section 167 of the Companies Act, 2013. Remuneration Policy:

The Company has devised the Nomination and Remuneration Policy for the selection, appointment and remuneration of the whole time Directors, Key Managerial Personnel and Senior Management Personnel. The extract of Nomination and Remuneration Policy is provided in the Corporate Governance Report and forms part of this Annual Report. Company’s Policy on appointment and remuneration of Directors.

Appointment of Independent Directors.

All Independent Directors of the Company are appointed for a term of 5 years. Accordingly, the Independent Directors viz. Shri Harish N. Motiwalla, Shri Rakesh N. Garodia and Smt. Meghna S. Shah hold office up to 10th February, 2020 and Shri Ramanlal B. Golecha upto 19th November, 2022.

Criteria for appointment of Independent Directors.

The Independent Directors shall be of high integrity with relevant experience and expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management, so as to have a diverse Board.

Performance Evaluation.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors, the Board as a whole. Evaluation of performance is undertaken annually. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors at a separately convened meeting at which the performance of the Board as a whole was also evaluated. The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Company has implemented a system of evaluation on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Directors expressed their satisfaction with the evaluation process.

Remuneration of Non-Executive Directors : The Nonexecutive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in Board/Committee meetings and commission, if any, after approval of the members.

10. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, your Directors to the best of their knowledge hereby confirm that:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures,

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the Profit of the Company for that year under review;

c. that the Directors have taken proper and sufficient care 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 Directors have prepared the accounts for the financial year on going concern basis;

e. the Directors have laid down internal financial controls, which are adequate and were operating effectively;

f. the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

11. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

The Board of Directors met 5 times during the year on the following dates in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

May 15, 2017, May 27, 2017, September 14, 2017, and November 20, 2017 and January 30, 2018.

COMMITTEES OF THE BOARD:

The Board has the following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Share transfer Committee.

The details of these Committees alongwith their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

12. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return in Form No. MGT - 9 for the financial year ended 31st March 2018 made under the provisions of Section 92(3) of the Act is attached as Annexure I which forms part of this Report.

13. FIXED DEPOSITS

During the year under review, your Company has not accepted any fixed deposits and there were no unclaimed deposits or interest thereon as on 31st March, 2018.

14. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.

15. VIGIL MECHANISMWHISTLE BLOWER POLICY:

The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Policy are given in the Corporate Governance Report and the policy is posted on the Company’s website: www.bpml.in.

16. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were in the ordinary course of business and were on an arm’s length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large.

All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The transactions entered into with related parties are reviewed on a quarterly basis by the Audit Committee.

The policy on Related Party Transactions as approved by the Audit Committee and Board is uploaded on the Company’s website at the link www.bpml.in.

The details of the transactions with Related Parties to be provided in Form AOC-2 is annexed herewith as Annexure-II.

Members can refer to Note No. 39 to the Financial Statements which set out related party disclosures.

17. RISK MANAGEMENT FRAMEWORK:

The Board of Directors of the Company has Risk Management Framework to avoid events, situations or circumstances which may lead to negative consequences on the Company’s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions.

18. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

19. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the year under review, there were no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

20. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

There were no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

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

The particulars as required under the provisions of Section134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure - IV which forms part of this Report

22. AUDITORS

The matters related to Auditors and their Reports are as under:

A. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2018:

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2018 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Further, there were no adverse remarks or qualifications of reservations in the audit report submitted by auditors.

b. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors have appointed M/s. K. G. Goyal & Associate, Cost Accountants, as a cost auditor of the Company for the Financial Year 2018-19.

The remuneration to be paid to Cost auditors require ratification by the shareholders and accordingly necessary resolution for ratification for seeking approval of members is included in Notice of ensuing AGM.

c. 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 M/s. J. H. Fatehchandka & Co., Company Secretaries in Practice to undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure - III.

23. INDUSTRIAL RELATIONS:

Industrial relations with staff and workmen during the year under review continued to be cordial.

24. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has formulated and implemented a policy of prevention of sexual harassment at the workplace with mechanism of loading/redressal complaints. During the year under review, there were no complaints reported to the Board.

25. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The information required pursuant to Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request in terms of section 196 of the Act, the Report is being sent to all the shareholders of the Company and other entitled thereto, excluding the information particulars of which is available for inspection by the Members at the Registered office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. Members interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

26. INSURANCE

All the properties/assets including buildings, furniture/ fixtures, and insurable interests of the Company are adequately insured.

27. ACKNOWLEDGMENT

Your Directors take this opportunity to thank the Customers, Suppliers, Shareholders, Bankers, Dealers, Agents, Employees and Government and Semi-Government Authorities for their consistent support and encouragement to the Company.

For and on behalf of the Board of Directors

Anurag P. Poddar

Chairman & Managing Director

Date: 16th May 2018.

Place: Mumbai

---

Mar 31, 2016

Dear Shareholders,

Nirvikara Paper Mills Ltd

The directors have pleasure in presenting their Third Annual Report together with the Audited Statements of accounts for the Financial Year ended 31^st March, 2016.

1. financial statements & results:

a. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY (STANDALONE)

FINANCIAL RESULTS:

(Rs. in crore)

Particulars	Current Year ended 31.03.2016	Previous Year ended 31.03.2015
Gross Turnover and Other Income	168.02	21.09
Less: Excise Duty Recovered on Sales	9.31	1.31
Net Turnover and Other Income	158.71	19.78
Gross Profit/(Loss)	(13.14)	(2.50)
Less: Depreciation and Amortization	3.66	0.54
Exceptional item	43.70	0.00
Profit/(loss) before Tax	26.90	(3.04)
Less: Provision for Taxation	-	-
Current Tax (MAT)	5.95	0.00
Deferred Tax (Net)	4.47	0.06
Profit after Tax	16.48	(3.10)
Balance brought forward from last year	(3.10)	(0.003)
Income tax of earlier year	(.06)	-
PROFIT AVAILABLE FOR APPROPRIATIONS:	13.44	(3.10)
APPROPRIATIONS:
Proposed Dividend (including Tax on Dividend)	0.00	0.00
Balance Carried Forward to Balance Sheet	13.44	(3.10)

b. OPERATIONS:

During the year under review, the Gross turnover and other Income of your Company increased to Rs. 168.02 Crore from Rs. 21.09 Crore in the previous year. The net profit after tax stood at Rs. 16.48 Crore against loss of Rs. 3.10 Crore in the previous year.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, your company has disinvested entire shareholding in its wholly owned subsidiary, Balkrishna Synthetics Limited by way of sale, transfer or disposal of the entire shareholding of the company for an aggregate consideration of Rs. 44.70 Crores to Siyaram Silk Mills Ltd. A Statement of Performance of the subsidiary up to the period 20^th December, 2016 is attached as Annexure - I.

d. DIVIDEND

Your Directors have not recommended any dividend for the financial year under review.

e. SHARE CAPITAL:

The paid up Share Capital of the Company as on 31^st March, 2016 was Rs. 10.74 Crore. As on 31^st March, 2016, none of the Directors of the Company hold convertible instruments.

f. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

g. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. There were no unclaimed deposits or interest thereon as on 31^st March, 2016. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

h. BRIEF DESCRIPTION OF THE COMPANY WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIR

The Company is engaged in manufacturing of "Coated Duplex Boards" segment. The applications of the Coated Boards are well diversified and ever expanding. This segment of the industry has witnessed a healthy growth over the past decade and is expected to continue to grow annually at a rate approximately 9%

The production for the year under review was 50844 MT and sales was 51475 M.T.

i. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Except disinvestment of its entire shareholding of its subsidiary company to Siyaram Silk Mills Ltd., no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report. j. INTERNAL CONTROL SYSTEM

Your company has adequate system of internal control to ensure that all the assets are safeguarded and are productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorized, correctly recorded and properly reported.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

k. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR

courts or tribunal

During the year under review, there were no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

l. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

During the year under review, there are no loans, guarantees, investments and securities provided by the Company.

m. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

n. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

o. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

p. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

q. CORPORATE GOVERNANCE:

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange(s)/ SEBI (LODR) Regulations, 2015 forms part of the Annual Report.

Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Para forms part of the Annual Report.

r. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31^st March 2016 made under the provisions of Section 92(3) of the Act is attached as Annexure II which forms part of this Report. s. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were in the ordinary course of business and were on an arm''s length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large except disinvestment of subsidiary company, Balkrishna Synthetics Limited to Siyaram Silk Mills Limited.

All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The transactions entered into with related parties are reviewed on a quarterly basis by the Audit Committee.

The policy on Related Party Transactions as approved by the Audit Committee and Board is uploaded on the Company''s website at the link www.npml.in, under the head Investor relations.

The details of the transactions with Related Parties to be provided in Form AOC-2 is annexed herewith as Annexure-III.

Members can refer to Note No. 38 to the Financial Statements which set out related party disclosures.

t. INDUSTRIAL RELATIONS:

Industrial relations with staff and workmen during the year under review continued to be cordial.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri Ankit P. Poddar, Executive Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

Shri Om Prakash Singh was appointed as Company Secretary & Compliance officer and Key Managerial personnel w.e.f. October 15, 2015.

Shri. Rajesh A Solanki resigned as Company Secretary and Compliance Officer effective from September. 22, 2015.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

The Board of Directors met 4 times during the year on the following dates in accordance with the provisions of the Companies Act, 2013 and rules made there under.

June 8, 2015, August 7, 2015, November 5, 2015, and February 6, 2016.

b. DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2016, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures,

b. such accounting policies have been selected and applied consistently and the Directors 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 as at 31^st March, 2016 and of the Profit of the Company for that year;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

c. NOMINATION AND REMUNERATION COMMITTEE:

The composition, role, terms of reference as well as powers of the Nomination and Remuneration Committee of the Company meets the requirements of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement/ Regulation 19 of the SEBI (LODR) Regulations, 2015. Composition :

The Committee comprises of 3 Independent Directors.

The composition of the Nomination and Remuneration Committee, category of members, their attendance at the Committee Meetings held during the year under review is given in the table below:

Sr. No.	Name of the Director	Category	Number of Meetings *
			Held	Attended
1	Shri Sachindra Nath Chaturvedi (Chairman)	Independent Director	-	-
2	Shri Harish N. Motiwalla	Independent Director	-	-
3	Shri Rakesh Kumar Garodia	Independent Director	-	-

* During the year no meeting was held.

Remuneration Policy:

The Company follows a policy on remuneration of Directors and Senior Management Employees as enumerated below: Remuneration of Non-Executive Directors : The Nonexecutive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in Board/Committee meetings and commission, if any, after approval of the members.

Remuneration of Chairman/Managing Director/ Whole Time Directors:

1) At the time of appointment or re-appointment of the Managing Director & CEO/ Whole Time Directors, such remuneration shall be paid as may be mutually agreed between the company (which includes the Nomination and Remuneration Committee and the Board of Directors) and the Chairman & Managing Director / Whole-time Directors within the overall limits prescribed under the Companies Act,2013.

2) The remuneration shall be subject to the approval of the Members of the Company in General Meeting.

3) The remuneration of the Managing Director & CEO/ Whole-time Director are broadly divided into Salary, Allowances, perquisites, amenities, retirement benefits and commission ( subject to availability of profits).

4) In determining the remuneration the Nomination and Remuneration Committee shall ensure/consider the following:-

a. The relationship of remuneration and performance benchmark is clear.

b. Responsibility required to be shouldered by the Chairman & Managing Directors & Whole-time Director, the industry benchmarks and the current trends.

c. The company''s performance vis-a-vis the annual budget achievement and individual performance vis-a-vis the KRAs/KPIs.

Remuneration of Senior Management Employees:

1. In determining of Senior Management employees i.e. KMPs, the Nomination and Remuneration Committee shall ensure/consider the following:

a. The relationship and performance benchmark is clear.

b. The remuneration including annual increment is decided based on the critically of the roles and responsibilities the Company''s performance vis-a-vis the annual budget achievement, individual performance vis-a-vis KRAs/ KPIs industry benchmark and current compensation trends in the market.

d. AUDIT Committee:

The composition of Audit Committee has been detailed in the Corporate Governance Report.

e. VIGIL MEACHAM’S POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Whistle Blower Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Policy is uploaded on Company''s website at www.npml.in

f. RISK MANAGEMENT FRAMEWORK:

The Board of Directors of the Company has Risk Management Framework to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions.

g. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The information required pursuant to Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request in terms of section 196 of the Act, the Report is being sent to all the shareholders of the Company and other entitled thereto, excluding the information particulars of which is available for inspection by the Members at the Corporate office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Members interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

h. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:

None of the managerial personnel i.e. Managing Director and Whole time Directors of the Company are in receipt of remuneration/commission from the Holding or Subsidiary Company of the Company.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31^st MARCH 2016:

The observations made by the Statutory Auditors in their report for the financial year ended 31^st March 2016 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Further, there were no adverse remarks or qualifications of reservations in the audit report submitted by auditors.

b. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors have appointed Shri R. S. Raghavan, Cost Accountants as the Cost Auditors of the Company for the financial year 2016-17.

The remuneration to be paid to Cost auditors require ratification by the shareholders and accordingly necessary resolution for ratification for seeking approval of members is included in Notice of ensuing AGM.

c. 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 M/s. J. H. Fatehchandka & Co., Company Secretaries in Practice to undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure - IV.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure - V which forms part of this Report

6. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant o Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is annexed to this Report.

7. INSURANCE

All the properties/assets including buildings, furniture’s/ fixtures, etc. and insurable interests of the Company are adequately insured.

8. ACKNOWLEDGMENT

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board of Directors

Anurag Poddar

Chairman & Managing Director

Date: May 07, 2016.

Place: Mumbai

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Second Annual Report and the Audited Accounts for the financial year ended March 31, 2015.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY (STANDALONE)

financial results: (Rs. in Crores)

Particulars Current Year Previous Year ended ended 31.03.15 31.03.14*

Gross Turnover and Other Income 21.09 -

Less: Excise Duty Recovered on Sales 1.31 -

Net Turnover and Other Income 19.78 -

Gross Profit/(Loss) (2.50) (0.003)

Less: Depreciation and Amortisation 0.54 -

Profit/(loss) before Tax (3.04) (0.003)

Less: Provision for Taxation

Current Tax (MAT) - -

Deferred Tax (Net) 0.06 -

Profit / (Loss) after Tax (3.10) (0.003)

Balance brought forward from last (0.003) - year

PROFIT AVAILABLE FOR APPROPRIATIONS : (3.10) (0.003)

APPROPRIATIONS:

Proposed Dividend (including Tax on Dividend) 0.00 0.00

Balance Carried Forward to Balance Sheet (3.10) (0.003)

* During Financial Year 2013-14 there was no Business activity in the company

b. OPERATIONS:

In terms with the approval of scheme of Arrangement between Balkrishna Paper Mills Limited ("BPML"), Balkrishna Industries Limited ("BIL") and Nirvikara Paper Mills Limited ("NPML") by Bombay High Court on 19.12.2014 and effective from 10.02.2015, business of Paper Board manufacturing transferred to the Company.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, Balkrishna Synthetics Limited ("BSL") was transferred as wholly own subsidiary by way of scheme of Arrangement to the Company.

The performance and financial position of BSL for the year ended 31st March 2015 is attached and marked as Annexure I and forms part of this Report.

d. DIVIDEND

Considering the loss incurred in the current financial year, your Directors have not recommended any dividend for the financial year under review.

e. TRANSFER TO RESERVES:

In view of loss incurred during the year under review, the Board of Directors has not recommended transfer of any amount to reserves.

f. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

g. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

h. BRIEF DESCRIPTION OF THE COMPANY WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR

The Company is engaged in manufacturing of "Coated Duplex Boards". The end uses of the products of the Company, after the same is printed/converted by independent converters, are highly diversified and some typical applications are in Pharmaceuticals, Toiletries, Cosmetics and Health Care products, readymade Garments, Instant Food Products, Match Boxes, FMCG Segments, Agarbatty segments, Cigarette packing, wedding cards, besides many other packaging requirements. The applications of the Coated Boards are well diversified and ever expanding. This segment of the industry has witnessed a healthy growth over the past decade and is expected to continue to grow annually at a rate approximately 9%.

The production for the year under review was 6539 MT and the Sales and Other related income including interest for the year under review was at Rs. 19.78 Crores. The Gross Loss for the year is Rs. 3.04Crores and the Loss after tax is at Rs. 3.10 Crores.

i. TRANSFER OF BUSINESS :

No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

j. INTERNAL CONTROL SYSTEM

Your company has adequate system of internal control to ensure that all the assets are safeguarded and are productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorised, correctly recorded and properly reported.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

k. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

Except order of Bombay High Court on scheme of Arrangement, no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

i. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All related party transactions are at arm's length basis.

The details of transactions/contracts/arrangements entered by the Company with related party(ies) as defined under the Companies Act, 2013, during the financial year under review, are furnished in notes to accounts.

m. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

During the year under review, there are no loans, guarantees, investments and securities provided by the Company.

n. SHARE WITH DIFFERENTIAL RIGHTS :

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

o. SWEAT EQUITY SHARES :

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

p. EMPLOYEES STOCK OPTION SCHEME :

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

q. INDUSTRIAL RELATIONS :

Industrial Relations with staff and workmen during the year under review continued to be cordial.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Following are change in Directorship and Key Managerial Personnel of the Company during the year under review.

Shri Anurag Poddar (DIN: 00599143) was appointed as Chairman & Managing Director of the Company with effect from February 11, 2015, by Special Resolution.

Shri Ankit Poddar (DIN: 03521731) was appointed as Executive Director of the Company with effect from February 11, 2015, by Special Resolution.

Shri Shrutisheel Jhanwar (DIN: 03582803) was appointed as Whole-time Director of the Company with effect from February 11, 2015, by Special Resolution.

Shri Sachin Nath Chaturvedi (DIN: 00553459) was appointment as an Additional/Independent Director of the Company with effect from February 11, 2015 to hold office till ensuing Annual General Meeting. The term of appointment is for five years and he is not liable to retire by rotation.

Shri Harish N. Motiwalla (DIN: 00029835) was appointment as an Additional/Independent Director the Company with effect from February 11, 2015 to hold office till ensuing Annual General Meeting.The term of appointment is for five years and he is not liable to retire by rotation.

Shri Rakesh Kumar Garodia (DIN: 00143438) was appointment as an Additional/Independent Director of the Company with effect from February 11, 2015 to hold office till ensuing Annual General Meeting. The term of appointment is for five years and he is not liable to retire by rotation.

Smt. Meghna S. Shah (DIN: 07081068) was appointment as an Additional/Independent Director of the Company with effect from February 11, 2015 to hold office till ensuing Annual General Meeting. The term of appointment is for five years and she is not liable to retire by rotation.

Shri Shrutisheel Jhanwar (DIN: 03582803) retired by rotation an offer himself for re-appointment.

Your Directors have pleasure in recommending their appointment.

Shri Arvind Kumar Poddar (DIN: 00089984) resigned as Director of the Company effective February 11, 2015.

Smt. Vijayalaxmi Poddar (DIN: 00160484) resigned as Director of the Company effective February 11, 2015.

Shri Rajiv Arvind Poddar (DIN:00160758) resigned as Director of the Company effective February 11, 2015.

The Board places on record its sincere appreciation for the valuable support rendered by them during their tenure. Following are the change in Key Managerial Personnel of the Company during the year under review.

Shri Rajesh A. Solanki was appointed as Company Secretary & Compliance officer and Key Managerial personnel w.e.f. February 11, 2015

Shri Shrutisheel Jhanwar appointed as Chief Financial Officer and Key Managerial personnel w.e.f. February 11, 2015

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS:

The Board of Directors met 5 times during the year on the following dates in accordance with the provisions of the Companies Act, 2013 and rules made thereunder viz May 8, 2014, August 2, 2014, November 13, 2014, December 12, 2014 and February 11, 2015.

b. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2015, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 as at 31st March, 2015 and of the loss of the Company for that year;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down by Directors, which are adequate and were operating effectively;

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

c. NOMINATION AND REMUNERATION COMMITTEE:

The composition, role, terms of reference as well as powers of the Nomination and Remuneration Committee of the Company meets the requirements of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Composition :

The Committee comprises of 3 Independent Directors.

The composition of the Nomination and Remuneration Committee, category of members, their attendance at the Committee Meetings held during the year under review is given in the table below:

Sr. Name of the Director Category Number of No. Meetings *

Held Attended

1 Shri Sachin Nath Chaturvedi (Chairman) Independent Director 1 0

2 Shri Harish N. Motiwalla Independent Director 1 1

3 Shri Rakesh Kumar Garodia Independent Director 1 1

* During the year 1 meeting held on February 11, 2015. Remuneration Policy:

The Company follows a policy on remuneration of Directors and Senior Management Employees as enumerated below: Remuneration of Non Executive Directors : The Non Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board/ Committee meetings and commission, if any, after approval of the members.

Remuneration of Chairman /Managing Director / Whole Time Directors.

1. At the time of appointment or re-appointment of the Managing Director & CEO/ Whole Time Directors, such remuneration shall be paid as may be mutually agreed between the Company (which includes the Nomination and Remuneration Committee and the Board of Directors) and the Chairman / Managing Director / Whole Time Directors within the overall limits prescribed under the Companies Act, 2013.

2. The remuneration shall be subject to the approval of the Members of the Company in General Meeting

3. The remuneration of the Managing Director & CEO/ Whole Time Directors is broadly divided into Salary, Allowances, perquisites, amenities, retirement benefits and commission (subject to availability of profits).

4. In determining the remuneration the Nomination and Remuneration Committee shall ensure / consider the following :-

a. The relationship of remuneration and performance benchmark is clear.

b. Responsibility required to be shouldered by the Chairman/Managing Director/ Whole Time Directors, the industry benchmarks and the current trends.

c.the company's performance vis-a-vis the annual budget achievement and individual performance vis-a-vis the KRAs/KPIs.

Remuneration of Senior Management Employees:

1. In determining the remuneration of the Senior Management employees i.e. KMPs, the Nomination and Remuneration Committee shall ensure/ consider the following :

a. The relationship of remuneration and performance benchmark is clear.

b. The remuneration including annual increment is decided based on the criticality of the roles and responsibilities the Company's performance vis-a-vis the annual budget achievement, individual perfor-mance vis-a-vis KRAs/ KPIs industry benchmark and current compensation trends in the market.

d. AUDIT COMMITTEE:

The composition, role, terms of reference as well as powers of Audit Committee of the Company meet the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Composition:

The Committee comprises 3 Independent Directors and 1 Whole time Director.

The composition of the Audit Committee, category of members, their attendance at the Committee Meetings held during the year under review is given in the table below:

Sr. Name of the Director Category Number of No. Meetings *

Held Attended

1 Shri Sachin Nath Independent Director 0 0 Chaturvedi (Chairman)

2 Shri Harish N. Motiwalla Independent Director 0 0

3 Shri Rakesh Kumar Garodia Independent Director 0 0

4 Shri Shrutisheel Jhanwar Whole-time Director 0 0

* Committee was formed on 11.02.2015. No meeting held during 2014-15.

Shri Rajesh A Solanki, Company Secretary is the Secretary acts as of the Audit Committee.

e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Whistle Blower Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimisation on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

The Policy is uploaded on the company's website at www.npml.in

f. RISK MANAGEMENT FRAMEWORK:

The Board of Directors of the Company has Risk Management Framework to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions.

g. PARTICULARS OF EMPLOYEES :

The information required pursuant to Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request in terms of section 136 of the Act, the Report is being sent to all the shareholders of the Company and other entitled thereto, excluding the information particulars of which is available for inspection by the Members at the Corporate office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. Members interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

h. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:

None of the managerial personnel i.e. Managing Director and Whole time Directors of the Company are in receipt of remuneration/commission from the Holding or Subsidiary Company of the Company.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2015:

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Further, there were no adverse remarks or qualifications of reservations in the audit report submitted by auditors.

b. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors have appointed Shri R Srinivasa Raghavan, Cost Accountants as the Cost Auditors of the Company for the financial year 2015-16. The remuneration to be paid to Cost auditors require ratification by the shareholders and accordingly necessary resolution for ratification for seeking approval of members is included in Notice of ensuing AGM.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure II which forms part of this Report.

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure - III which forms part of this Report.

6. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board of Directors

Place: Mumbai Anurag Poddar Date: 8th June, 2015 Chairman & Managing Director