Directors Report of National Plywood Industries Ltd.

Mar 31, 2018

DIRECTORS'' REPORT

Your Directors have pleasure in presenting the 43rd Annual Report and the Audited Accounts for the financial year ending on 31st March 2018.

Financial Results		(Rs.in Lakhs)
Particulars	As at 31st March 2018	As at 31st March 2017
Revenue from operations	4,169.59	4,378.29
Other Income	220.33	492.57
Total Income	4,389.91	4,870.85
Profit /(Loss) before Interest and Depreciation	126.49	87.22
Finance Cost	25.76	9.83
Depreciation & Amortisation Expense	57.14	54.31
Profit /(Loss) before Tax	43.59	23.06
Provision for Tax	-
Profit /(Loss)after Tax	43.59	23.06
Proposed Dividend on Equity Shares	-
Balance Brought-forward from Balance -Sheet	(6,009.16)	(6,032.23)
Balance carried forward to Balance-sheet |	(5,965.57)	(6,009.16)

STATE OF COMPANY''S AFFAIRS

The revenue from operations recorded for the financial year ended 31st March 2018 was Rs. 41 69.59 lakhs as compared to Rs.4378.29 lakhs in the previous financial year ended 31st March 2017 marking a decrease in the turnover by 4.77 per cent. The growth was relatively lower due to the lingering impact of demonetization in November 2016 and implementation of the Goods and Service Tax (GST) during the year. Since the economy is slowly picking up again, the Company is taking necessary steps to further increase the turnover and margins during the current financial year. The Margherita unit of the Company has contributed substantially to the increase in the turnover of the Company. The operations at the Hosur Unit of the Company were suspended since 26th February 2018 after the workers illegally struck work on 27th November 2017 for an exorbitant wage increase and other unreasonable demands. However, the Company has made alternate arrangements for job work of its laminate products from Gujarat to maintain regular supply. This arrangement is meeting the demands of the Company since January 2018. The Company''s paramount objective would be to improve its profitability by focusing upon cost saving measures and cutting down unproductive costs and at the same time strengthening its brand to realize its potential.

The working capital cycle needs improvement and the Company is continuously working upon this task.

INDUSTRIAL RELATIONS

HR policies of the Company are aimed at attracting, motivating and retaining employees at all levels. Relations with employees continue to be cordial and harmonious in the plywood division. However, the employees at the Hosur laminate plant have raised exorbitant and unreasonable demands, which the Company is currently suitably addressing.

CHANGE IN THE NATURE OF BUSINESS

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

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2018 was Rs. 5.85 Crores. During the year under review, the Company has neither issued any shares or any convertible instruments, nor has bought back any of its securities.

DIVIDEND

Due to nominal profit available for appropriation, your Directors are unable to recommend any dividend for the year under review.

AMOUNT TRANSFERRED TO INVESTOR EDUCATION & PROTECTION FUND

The provisions of Section 125 of the Companies Act, 2013 is not applicable for the Company as there was no dividend declared and paid in the last financial year.

FIXED DEPOSITS

During the year under review, the Company has not accepted deposits falling within the ambit of Section 73 of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company has either made a loan, or given any guarantee or provided any security and/or made investments and thus the compliance of Section 186 of the Companies Act, 2013 is applicable.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

Your Company has no Subsidiaries, Joint Ventures & Associate Companies.

DEPOSITORY SYSTEM

The Company''s shares are available for dematerialization with National Securities Depository Ltd. (NSDL) and Central Depository Services (I) Ltd. (CDSL). 74.90 per cent of the total shareholding of the Company was held in dematerialized form as on 31st March 2018.

DIRECTORS

Piyush Periwal, DIN: 00698796, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment. The term of Piyush Periwal as Vice-Chairman & Managing Director completed on 31st July 2017. As Piyush Periwal is presently associated with managing the affairs of the Company, it was decided to reappoint him as the Managing Director for a further period of 5 years commencing 1st August 2017. The Board decided to re-designate Piyush Periwal as the Chairman & Managing Director with effect from 1st August 2017. The Board also decided to revise the remuneration payable to Piyush Periwal, Chairman & Managing Director, on the recommendation of the Remuneration Committee.

Laxmi Narain Baheti, DIN: 08160915 was appointed as Independent Director of the Company with effect from 30th May 2018 as per Companies Act, 2013 by the Board. Necessary Resolution regarding his appointment has been incorporated in the Notice convening the 43rd Annual General Meeting.

Resolution seeking your approval on this item along with profile of the Director and the terms and conditions are included in the notice convening the Annual General Meeting.

CORPORATE GOVERNANCE

As required under Regulation 34 read with Schedule V of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter

called "the Listing Regulations"), a separate report on Corporate Governance is enclosed as a part of this Annual Report, duly certified by Jhunjhunwala & Co, Chartered Accountants, the Statutory Auditors of the Company, confirming the compliance of the conditions of Corporate Governance.

BOARD MEETINGS

During the year under review, five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The provisions of the Companies Act, 2013 and SEBI Regulations were adhered to while considering the time gap between two meetings.

DECLARATIONS BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under provisions of the Listing Regulations.

Independent Directors are familiarized with their roles, rights and responsibilities as well as with the nature of industry and business model through an induction program at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time. The terms & conditions of appointment of Independent Directors can be accessed at www.nationalplywood.net.

DIRECTORS'' RESPONSIBILITY STATEMENT

On the basis of compliance certificates received from the executives of the Company & subject to the disclosures in the annual accounts & also on the basis of the discussions with the Statutory Auditors of the Company from time to time, your Directors make the following statements, pursuant to Section 134(3)(c) of the Companies Act, 2013 with respect to Director''s Responsibility Statement:

a) that in the preparation of the annual accounts for the year ended 31st March 2018, the applicable accounting standards have been followed along with proper

explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the profit of the Company for the year ended on that date;

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

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

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

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

BOARD EVALUATION

In compliance with the Companies Act, 2013 and Regulation 17 of Listing Regulations, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board''s functions such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues, etc.

The evaluation criteria of the Company can be accessed at www.nationalplywood.net.

LISTING

The Company has applied to the Bombay Stock Exchange for revocation of its suspension due to non-compliance issues. The BSE replied vide a letter dated 05th March 2018 stating in-principle approval of revocation of suspension subject to some formalities that the Company is complying with at the earliest.

The Company has applied on 27th March 2018 to CSE for voluntary delisting of the equity shares of the company for which reply is still awaited from the exchange.

NOMINATION AND REMUNERATION POLICY

The Board, on the recommendation of the Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors and Senior Management along with their remuneration. The remuneration paid to the Directors and the Senior Management is as per the Managerial Remuneration Policy of the Company. Brief details of the Managerial Remuneration Policy are provided in the Corporate Governance Report.

The Nomination & Remuneration Policy of the Company can be accessed at www. nationalplywood.net.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems and procedures designed to effectively control the operations of its various functions. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets.

Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies & procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the internal control and systems followed by the Company.

INDIAN ACCOUNTING STANDARDS (IND AS), 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

RISK MANAGEMENT

The Company has laid down a well-defined Risk Management Policy to identify the risks associated with the business of the Company on a periodical basis and review the minimization programs to mitigate them. More details are given in the Management Discussion and Analysis report in the Annual Report.

The Risk Management Policy of the Company can be accessed at www.nationalplywood.net.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 and Schedule - VII of the Companies Act, 2013, Corporate Social Responsibility (CSR) is not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under the Listing Regulations forms part of this Report and is provided under Annexure 1.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has adopted a policy for prevention of Sexual Harassment of Women at Workplace.

During the financial year ended 31st March 2018, the Company had not received any complaint of harassment.

The Prevention of Sexual Harassment Policy of the Company can be accessed at www. nationalplywood.net.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are provided in Annexure 3 of the Report.

RELATED PARTY TRANSACTIONS

All the related party transactions of the Company are reviewed by the Audit Committee and presented to the Board on a quarterly basis. These transactions were at arm''s length basis and in the ordinary course of business are compliant with the provisions of Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 and Listing Regulations. There were no materially significant related party transactions entered into by the Company. Hence Form AOC-2 under these rules is not applicable to the Company. The disclosures relating to related parties are explained in Note 25 in the Notes to Accounts attached to the Balance Sheet.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for employees and directors to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee.

During the financial year ended 31st March 2018 under review, there were no cases pertaining to Whistle Blower Policy.

The said policy of the Company can be accessed at www.nationalplywood.net.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

STATUTORY AUDITORS AND AUDITORS'' REPORT

The term of appointment of M/s. Jhunjhunwala & Co., Chartered Accountants, Kolkata (Firm Registration No. 302169E) as the Statutory Auditors of the Company will expire at the ensuing Annual General Meeting. As per provision of Section 139(2), the Company cannot reappoint its retiring auditor if they have completed 5 years of consecutive services as the individual auditor of the Company. In view of this, the Audit Committee has recommended that M/s. L.N. Malik & Co., Chartered Accountants, New Delhi (Firm Registration No. 01 5992N), be appointed as Statutory Auditor of the Company at the next Annual General Meeting.

M/s. L.N. Malik & Co., Chartered Accountants, New Delhi have expressed their willingness to accept their appointment as Statutory Auditor of the Company for the financial year 2018-19 and have further confirmed their eligibility for appointment as Statutory Auditor of the Company in accordance with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 read with third proviso of Section 139(2) of the Companies Act, 2013. The Board has recommended to the shareholders their appointment for the financial year 2018-19 at the ensuing Annual General Meeting.

The report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remarks or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointed M/S. Maheshwari R & Associates, (Membership No. 5126), Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31st March, 2018 is provided as Annexure 2. There were no qualifications, reservations or adverse remarks given by the Secretarial Auditors of the Company.

PARTICULARS OF EMPLOYEES

No employee of the Company was drawing remuneration of Rs.1.02 crores or more if employed for full year, or Rs. 8.5 lakhs or more per month if employed for part of the year. Therefore, the information required under Section 197 of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

Information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure 4 to this Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of the Report.

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

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in Annexure 5 to this Report.

ACKNOWLEDGEMENT

The Directors place on record their sincere thanks and appreciation for the support and cooperation received from the financial institutions, banks, dealers, suppliers, customers, shareholders, various government authorities and other business associates of the Company. Your Directors also place on record their appreciation for the dedication and commitment of all employees in achieving and sustaining excellence in all areas of the business and look forward to the continued support.

	For and on behalf of the Board of Director
	NATIONAL PLYWOOD INDUSTRIES LIMITED
	P. PERIWAL
Place: Kolkata	Chairman & Managing Director
Date: 30th May, 2018	DIN: 00698796

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting herewith their 39th Annual Report together with the Audited statement of Accounts of the Company for the year ended 31st March, 2014.

Reports: Financial

PARTICULARS 2013-14 2012-13

(in Rs) (in Rs)

Revenue from Operations (Gross) 44,74,45,300 34,13,67,485

Less: Excise Duty & Sales Tax 1,72,61,167 94,45,501

Revenue from Operation (Net) 43,01,84,133 33,19,21,984

Add.: Other Income 23,89,204 94,14,803

Total Revenue 43,25,73,337 34,13,36,787

Less: Total Expenses 43,21,84,151 34,04,76,129

Profit/(Loss) before Depreciation 3,89,186 8,60,658

Add / (Less) Depreciation (26,52,603) 30,58,026

Profit/(Loss) before Tax (22,63,417) (21,97,368)

Less/Add: Provision for Income Tax — —

Add: Income Tax adjustment for earlier years — —

Profit /(Loss) After Tax (22,63,417) (21,97,368)

Debit Balance Brought-forward from previous year (92,70,08,749) (92,48,11,381)

Profit / (Loss) available for Appropriation (92,92,72,166) (92,70,08,749)

Loss: Carried to Balance-sheet (92,92,72,166) (92,70,08,749)

DIVIDEND:

In view of the continuous losses incurred, your Directors are unable to recommend any dividend for the year under review.

OPERATION:

The Company has achieved higher turnover of Rs. 43,25,73,337 which is higher by 26.3% from that of the previous year despite the market being very competitive.

PROSPECTS & FUTURE GROWTH :

Considering the increase in the construction, building and infrastructure sectors, a steady growth is envisaged for this industry. Commercial production from the Company''s Margherita Unit will start very shortly which will lead to increase in the turnover of your Company.

QUALITY MANAGEMENT:

The Company''s commitment to high standards of quality and on time delivery continues against competitive price pressure.

ENVIRONMENT. HEALTH AND SAFETY:

The Company''s commitment to high level of safety, health and environment for all its stake holders, employees, customers, vendors, business associates and neighborhood.

HUMAN RESOURCE MANAGEMENT:

Focused human resource(H.R.) initiatives are being taken for training and development. The relations between the employees and the management continues to remain cordial.

DIRECTOR:

In terms of the relevant provisions of Articles of Association of the Company and the Companies Act 1956, Sri N. G. Paul, Director, will retire by rotation and being eligible offers himself for reappointment.

In terms of provisions of Sections 149,150,152 and other applicable provision of the Companies Act 2013 and the rules prescribed there under, the non-retiring Independent Directors shall be appointed with effect from the date of ensuing Annual General Meeting i.e. 29/09/2014. To comply with these provisions Sri Abhijit Sarkar and Sri Brij Gopal Jaju, were appointed as independent directors for a period of 5 (five) years and they will retire thereafter. Miss Malvika Periwal has been appointed as a Lady Director in the board in terms of Listing Agreement, and recent changes in the Companies Act, 2013.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures.

ii) In consultation with the Statutory Auditors, appropriate accounting policies have been followed and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014 and of the loss for the year ended on that date.

iii) To the best of their knowledge ability, and proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with applicable provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any.

iv) The Annual Accounts have been prepared on a going concern bgsis.

SECURED LOANS:

The Company has paid in full a sum of Rs. 1246.78 Lacs as principal and a sum of Rs. 1,48,62,284/-. i.e. Rs. 148.62 Lacs towards total interest. The Promoters have paid a sum of Rs. 93.10 Lacs towards purchase of shares as per the directions of BIFR from SASF, STANDARD CHARTERED BANK, SBI & STATE BANK OF MYSORE, No dues Certificate have been received from SCB, SBI, and SBM. The company awaits NOC from SASF.

INFORMATION PURSUANT TO SECTION 217 OF THE ACT 1956:

The information required under section 217(2A) of the act 1956 read with the Companies (Particulars of Employees) rules 1975 as amended by the Companies (Particulars of Employees) Amended Rules 2011 is not furnished as there is no employee drawing remuneration exceeding the prescribed limits.

CONSERVTION OF ENERGY. TECHNOLOGY ABSORPTION:

Information required under Section 217(1 )(e) of the Companies Act, 1956, read with Companies (disclosure of particulars in the report of Board of Directors) Rules - 1988, is enclosed as Annexure-1.

STATUTORY AUDITOR:

The Members are requested to appoint the Auditors for the current year and fix their remuneration. M/s. JHUNJHUNWALA & CO., Chartered Accountants, having Firm Registration No. 302169E, Kolkata, the existing Auditors'' of the Company have furnished the Certificates of their eligibility for re-appointment under Section 141 of the Companies Act, 2013 (Corresponding Section 224 of the Companies Act, 1956).

CORPORATION GOVERNANCE:

In terms of the Listing Agreement, a report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed which is forming part of the Annual Report.

APPRECIATION:

Your Directors'' place on record their appreciation to the continued support, co-operation and assistance from the Shareholders, Customers, Suppliers, Employees and Employees'' Union and other business associates including various Central and State Government Agencies and Bankers.

Head Office : For and on behalf of the Board 5, Fancy Lane Kolkata - 700 001

P. PERIWAL Dated: 21st August, 2014. (Vice-Chairman & Mg. Director)

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Mar 31, 2013

The Directors have pleasure in presenting herewith their 38th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The Company has achieved net sales amounting to Rs. 34,13,36,787/- (Previous Year Rs. 31,24,85,579/-) and Net Loss after Depreciation and Tax (PAT) of Rs. 21,97,368/- (Previous Year Rs. 11,27,411/-) during the year under review -

2012-13 2011-12 (inRs.) (inRs.)

PARTICULARS

Gross Sales 34,13,67,485 32,47,19,247

Less : Excise Duty 94,45,501 1,22,33,668

NetSales: 33,19,21,984 31,24,85,579

Add.: Other Income 94,14,803 5,51,150

Total Income 34,13,36,787 31,30,36,729

Profit/(Loss) before Depreciaton 52,55,394 42,06,456

Less: Depreciation 30,58,026 30,79,045

(21,97,368) (11,27,411)

Profit / (Loss) before Taxation (21,97,368) (11,27,411)

Previous year Adjustment

Less: Provision for Income Tax

Add : Income Tax adjustment of previous year

Profit / (Loss) After Tax (21,97,368) (11,27,411)

Debit Balance of P & L A/c. brought forward (92,48,11,381) (92,36,83,970)

Balance carried to Balance Sheet (92,70,08,749) 92,48,11,381

DIVIDEND:

Due to continued losses in the Company, your Directors are unable to recommend any dividend for the year under review.

OPERATION & CURRENT WORKING :

The Company has achieved a turnover of Rs. 34,13,36,787/- which is higher by 5.12% from that of previous year, even though, Hosur Unit was closed down due to workers agitation from 23/04/ 2012 till 22/07/2012. After suitable settlement with the Labour Union(s) the unit restarted operation from 23/07/2012 after which normal operations have commenced and the Company is trying to gradually increase its level of production.

PROSPECTS & FUTURE GROWTH :

Considering the increase in the construction, building and infrastructure sectors, a steady growth is envisaged for this industry and there is a positive outlook for growth of your Company.

SECURED LENDERS:

The Company has paid a sum of Rs. 13,38,40,284/- (Rupees Thirteen Crores Thirty Eight Lacs Forty Thousand Two Hundred Eighty four only) as per the directions of BIFR to IDBI, SCB, SBI & SBM. A sum of Rs. 1247.00 Lacs has been paid as Principal and a sum of Rs. 91.62 Lacs has been paid towards 50% interest for the delayed period payment to the Secured Lenders. The Company has not yet paid the delayed period interest to State Bank of Mysore (SBM) as on date. During the year there were 4 (Four) Hearings of BIFR held on 30/10/2012, 29/11/2012, 21/02/2013 & 29/04/2013. The Company has duly paid as per the directions of BIFR. It is hoped that State Bank of Mysore (SBM) will confirm 50% interest waiver for the delayed payment of One Time Settlement (OTS) shortly.

DIRECTOR:

Sri V. K. Periwal, Director, is going to retire by rotation and is eligible for re-appointment. There was not other change in the Board of Directors'' of the Company during the year under review.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that-

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures.

ii) In consultation with the Statutory Auditors, appropriate accounting policies have been followed and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013, and of the loss for the year ended as on that date.

iii) To the best of their knowledge and ability, proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any.

iv) The Annual Accounts have been prepared on a going concern basis.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956 :

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) Amended Rules, 2011 is not furnished as there is no employee drawing remuneration exceeding the prescribed limits.

INFORMATION PURSUANT TO SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956 :

The information required under Section 217(1) (e) of the Companies Act, 1956 read with companies (disclosure of Particulars in the report of Board of Directors), Rules-1988 is enclosed as Annexure-I

CORPORATION GOVER NANCE:

In terms of the Listing agreement, Corporate Governance Report is annexed to and forms part of the Directors'' Report along wih the Auditors'' Certificate on its compliance is also annexed forming part of the Annual Report.

AUDITORS :

The Members are requested to appoint the Auditors for the current year and fix their remuneration. M/s. Jhunjhunwala & Co., Chartered Accountants, Kolkata, the existing Auditors of the Company, have furnished the certificate of their eligibility for re-appointment under Section 224(1) of the Companies Act. 1956.

APPRECIATION :

Your Directors'' place on record their appreciation to the continued support, co-operation and assistance from the shareholders, customers, suppliers, employees and other business associates including various agencies of the Central and State Government and the Banks.

Head Office : For and on behalf of the Board

5, Fancy Lane Kolkata - 700 001 P. PERIWAL

Dated : 30th May, 2013. (Vice-Chairman & Mg. Director)

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Mar 31, 2011

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

1. FINANCIAL RESULTS:

2010-11 2009-10 (Rs.) (Rs.)

Profit (Loss) as per Profit & Loss A/c. (1,65,15,350) 5,94,602

Add : Loss brought forward from previous period (90,71,68,620) (91,27,63,221)

Loss carried to Balance Sheet (92,36,83,970) (90,71,68,620)

During the year under review, the turnover of the Company has increased to Rs. 24,24,38,986.00 (Previous Year Rs. 18,16,14,495/-), recording an increase of 33%. The Company is making its best efforts to increase the turnover and profitability in future.

The Loss before Interest & Depreciation is Rs. 1,29,27,870.00. This is mainly due to the full & final settlement and payment of dues to the Employees of Kalyani Unit for Rs. 87,88,908.00. Beside, the Hosur Unit Employees struck work from 08.11.2010 to 13.12.2010 and this adversely affected the Company's working, resulting in the residual loss.

All the Statutory liabilities in Assam, Tamilnadu, Bangalore and Kolkata in respect of P.F. Authorities, Sales Tax and others have been settled, and are being paid regularly as per stipulated installments.

A sales agreement was made with M/s. Platinum Plywood Pvt. Ltd. for sale of laminates & plywood through their branches. This will help in marketing the Company's products in all the areas and also reduce your Company's cost of distribution.

2. B.I.F.R.:

As per the terms of BIFR & Operating Agency M/s. IDBI Bank, the entire sales proceeds of Tinsukia and Kalyani Unit was deposited to SASF for its distribution to IDBI, SCB and SBI & SBM in the agreed ratio. Out of the total outstanding of Rs. 1246.78 Lacs of Secured Loan, the Company has paid Rs. 1046.00 Lacs upto 27.07.2011. The Company also proposed to allot Equity Share of Rs. 10/- each to the lenders as per the settlement with the lenders subject to approval from the Hon'ble BIFR. The Company is requesting the lenders to consider waiver of interest on O.T.S. amount due to delays caused for circumstances beyond its control.



3. CASH FLOW STATEMENT

Cash Flow Statement signed on behalf of the Board of Directors and certified by the Auditors forming part of the Balance Sheet and Profit and Loss Account is also annexed to as required by the Listing Agreement.

4. DIRECTORS

Shri Vijay Kumar Periwal and Smt. Neeta Sinha R. Saini, Directors, retire by rotation, but being eligible, offer themselves for re-appointment. There was no other change in the Board of Directors of the Company during the year under review.

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state :

a) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation to material departures.

b) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year.

c) That the Directors have taken suitable and all possible care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

6. AUDITORS

M/s. Jhunjhunwala & Company, Kolkata, Statutory Auditors of the Company, holds office until the conclusion of ensuing Annual General Meeting and, is recommended for re-appointment.

7. DEMATERIALISATION OF COMPANY'S EQUITY SHARES :

The Equity Shares of your Company are traded in demat mode compulsorily. Connectivity has been established with National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL). The ISIN No. allotted to the Company's Equity Share is INE 497C 01016. 58.60%. of the Equity Share are held in demat form as on 31/03/2011 Members of the Company are requested to avail the demat facility.

8. LISTING OF SHARES:

The Names & Addresses of the Stock Exchanges where the Company's Equity Shares are listed is as under:

1. Bombay Stock Exchange Ltd.

Floor 25, Phiroze Jeejeebhoy Tower, Dalai Street, Mumbai - 400 001

2. The Calcutta Stock Exchange Ltd.

7, Lyons Range, Kolkata - 700 001

3. The Guwahati Stock Exchange Ltd.

Saraf Building Annexe, A. T. Road, Guwahati - 781 001, Assam.

The Company has not cleared the Listing Fees for the year to the Calcutta and Guwahati Stock Exchanges till date due to the acute financial crisis.

9. CORPORATE GOVERNANCE:

Your Company has adopted the principles of good Corporate Governance. A separate Section on Corporate Governance is included in the Annual Report, in terms of Clause 49 of the Listing Agreement.

10. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

There is no information to submit in respect of absorption of technology. The Company has not earned any foreign exchange during the year under review. However it has spent Rs. 43,95,697.00/- (Previous year 52,30,849.00) for import of Raw Materials.

11. PERSONNEL:

None of the employees of the Company receive remuneration attracting provision of Section 217(2A) of the Companies Act, 1956, read with the Companies particulars of Employees rule 1975, as amended.

Acknowledgement:

Your Directors would like to express their appreciation for the assistance and co-operation received from Banks, Financial Institutions, Government Agencies, Customers and Employees during the year under review.

Head Office : For and on behalf of the Board

5, Fancy Lane

Kolkata - 700 001 P. Periwal

Dated : 1st November, 2011. (Vice-Chairman & Mg. Director)

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Mar 31, 2010

The Directors have pleasure in presenting their Annual Report with Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

2009-10 2008-09 (Rs.) (Rs.)

Profit (Loss) as per Profit & Loss A/c. 55,94,602 26,66,268

Add : Loss brought forward from previous period (91,27,63,221) (91,54,29,489)

Loss carried to Balance Sheet (90,71,68,620) (91,27,63,221)

During the year under review, the turnover of the Company has increased to Rs. 18,16,14,495/- (Previous Year Rs. 15,65,84,811/-). The Company is making its best efforts to increase the turnover and profitability in future.

All the Statutory liabilities in Assam, Tamilnadu, Bangalore and Kolkata in respect of P.F. Authorities, Sales Tax and others have been settled, and are being paid regularly as per stipulated installments.

A long term sales agreement has been made by your Company with M/s. Platinum Plywood Pvt. Ltd. for sale of its laminates & plywood through their branches. This will help in marketing the Companys products in all the areas and also reduce its cost of distribution.

2. B.I.F.R.:

A Draft Rehabilitation Scheme (DRS) has been submitted to the Operating Agency (OA) - M/s. IDBI Bank. The sale of Tinsukia assets (movable & immovable) have been completed and proceeds are being deposited with the lenders as per the terms of the lender. The Tender for the sale of Kalyani Unit was also opened on 19-05-2010 and the bid for the same has been accepted by the Assets Sale Committee (ASC) and confirmed with the Honble BIFR.

The changes in the DRS as suggested by the Honble BIFR are being incorporated and will be submitted accordingly for consideration by the Operating Agency (OA) and the Honble BIFR. Against the OTS amount (Principal) & cleared with the Banks for Rs. 1,247.00 Lakh the Company has already paid Rs. 727.00 Lakh and the balance is expected to be cleared by 31-03-2011.

3. CASH FLOW STATEMENT

Cash Flow Statement signed on behalf of the Board of Directors and certified by the Auditors forming part of the Balance Sheet and Profit and Loss Account is also annexed to as required by the Listing Agreement.

4. DIRECTORS

During the year under review Shri D. K. Khatai, Director, has resigned from the Board of Directors effective from 30-09-2009. The Board place on record the able guidance it has received by Sri D. K. Khatai during his tenure as a Director. The Board also place on record with grief the sudden demise of Madan Lal Periwal, the Founder Director, Ex-Chairman of the Company, on 28-12-2009 and pray to almighty that the departed soul of Madan Lal Periwal

may rest in peace.

Shri Suresh Kumar Chandak and Shri Piyush Periwal, Directors, retire by rotation, but being eligible, offer themselves for re-appointment. There was no other change in the Board of Directors of the Company during the year under review.

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956. the Board of Directors hereby state :

a) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed alongwith proper explanation to material departures.

b) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year.

c) That the Directors have taken suitable and all possible care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

6. AUDITORS

M/s. Jhunjhunwala & Company, Kolkata, Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and, is recommended for re-appointment.

7. DEMATERIALISATION OF COMPANYS EQUITY SHARES:

The Equity Shares of your Company are traded in demat mode compulsorily. Connectivity has been established with National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL). The ISIN No. allotted to the Companys Equity Share is INE 497C 01016. 58.56%. of the Equity Share are held in demat form as on 31/03/2010. Members of the Company are requested to avail the demat facility.

8. LISTING OF SHARES :

The Names & Addresses of the Stock Exchanges where the Companys Equity Shares are listed is as under :

1. Bombay Stock Exchange Ltd. Floor 25, Phiroze Jeejeebhoy Tower, Dalai Street, Mumbai - 400 001

2. The Calcutta Stock Exchange Ltd. 7, Lyons Range, Kolkata - 700 001

3. The Guwahati Stock Exchange Ltd. Saraf Building Annexe, A. T. Road, Guwahati - 781 001, Assam.

The Company has not cleared the Listing Fees for the year to the Calcutta and Guwahati Stock

Exchanges till date due to the acute financial crisis.

9. CORPORATE GOVERNANCE:

Your Company has adopted the principles of good Corporate Governance. A separate Section on Corporate Governance is included in the Annual Report, in terms of Clause 49 of the Listing Agreement.

10. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

There is no information to submit in respect of absorption of technology. The Company has not earned any foreign exchange during the year under review. However it has spent Rs. 25,16,336/- (Previous year 24,93,805/-) for import of Raw Materials.

11. PERSONNEL:

None of the employees of the Company receive remuneration attracting provision of Section 217(2A) of the Companies Act. 1956, read with the Companies particulars of Employees rule 1975, as amended.

Acknowledgement:

Your Directors would like to express their appreciation for the assistance and co-operation received from Banks, Financial Institutions, Government Agencies, Customers and Employees during the year under review.

For and on behalf of the Board

P. Periwal (Vice-Chairman & Mg. Director)

Head Office:

5, Fancy Lane Kolkata - 700 001

Dated :27th August, 2010.

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Mar 31, 2009

The Directors have pleasure in presenting their Annual Report with Audited Statement of Accounts of the Company for the year ended 31 st March, 2009.

1. FINANCIAL RESULTS:

2008-09 2007-08

(Rs.) (Rs.)

Profit (Loss) as per Profit & Loss A/c. 26,66,268 (51,67,534)

Add : Loss brought forward from previous period (91,54,29,489) (91,02,61,955)

Loss carried to Balance Sheet (91,27,63,221) (91.54.29,489)

During the year under review, the turnover of the Company has increased to Rs. 15,65,84,811/- (Previous Year Rs. 8,90,08,546/-). The Company is making its best efforts to increase the turnover and profitability in future. As part of the restructuring plan and to restart the Hosur Unit.smoothly a settlement with the unsecured creditors of the Companys Laminate Unit at Hosur was arrived at. Most of the Units unsecured creditors have accepted and agreed to further supply of raw material, etc. on fresh terms of payment to be mutually agreed upon. The Company has paid Rs. 18,35,6087- to unsecured creditors and also settled with others.

Statutory liabilities in Assam, Tamilnadu, Bangalore and Kolkata in respect of P.F. Authorities and others were settled, and are being paid regularly as per stipulated installments.

2. B.I.F.R.:

The Company has entered into a Negotiated Settlement (NS) with its secured lenders and has already received sanction letters from Stressed Assets Stabilisation Fund (SASF), Standard Chartered Bank (SCB) and State Bank of Mysore (SBM). Total payment of Rs. 475 Lakhs to secured lenders has been made as on 31/03/2009. After the payment of the balance NS amount, interest and principal waived would be written off appropriately and will be reflected in the accounts as and when finally settled.

The Honble Board for Industrial and Financial Reconstruction (BIFR) has also directed Industrial Development Bank of India Ltd. (IDBI Ltd.) the Operating Agency (OA) to form an Asset Sale Committee (ASC) on 23/05/2008 to finalise the sale of Companys idle assets at Tinsukia (Assam) and Kalyani (West Bengal). Proceeds of this sale would be apportioned by the secured lenders (Banks) towards the balance NS. The ASC was constituted and three meetings were held at the Head Office of the Company at Kolkata during the year under review. The valuation was undertaken for Companys both units at Tinsukia and Kalyani. The Asset Sale Committee (ASC) was constituted by the Honble BIFR for overseeing the sale of Tinsukia and Kalyani units of the Company as the sale proceeds were to be utilized partly for settlement of dues of the secured creditors

A Draft Rehabilitation Scheme (DRS) was submitted to the Honble BIFR highlighting the cost of the Scheme, which included Negotiated Settlement (NS) of secured creditors, payment of statutory dues, pressing creditors etc. This funding was partly by way of equity and from sale of assets (Tinsukia & Kalyani).

Subsequently, as tender was advertised as per the Honble BIFR guidelines on September 01, 2008 and only a bid for the movable assets of Tinsukia (Steel Structure) was received marginally higher than the Reserve Price fixed for the same. This bid was subsequently negotiated and finalized by the ASC at Rs. 43 Lakh against which an EMDof Rs. 2 Lakh was deposited with M/s. IDBI Bank Ltd.

The Honble BIFR also directed to issue fresh advertisements for sale of the assets at Tinsukia and Kalyani.

The Honble BIFR also directed the unsecured creditors U/S 22 of Sick Industrial Companies (Special Provisions) Act. 1985 (SICA) not to file / initiate recovery suits under section 138 of Negotiable Instrument (Nl) Act against the Company till sanction of the Scheme by the Board.

On 16/06/2009 the Honble BIFR directed the ASC to accept the bid for the sale of sheds (Movable Assets) of the Companys Tinsukia Unit at Rs. 43 Lakh. The proceeds should be distributed by the OA to the secured creditors proportionately. The Reserve Price of Tinsukia Unit was reduced by 10% to facilitate better response to the Advertisements for sale. Fresh advertisements for sale of the assets of Tinsukia and Kalyani Units of the Company were to be published again. The Company is in the process of preparing the final DRS with the help of the Operating Agency (OA) in order to take appropriate steps to revive the Company at the earliest.

3. CASH FLOW STATEMENT

Cash Flow Statement signed on behalf of the Board of Directors and certified by the Auditors forming part of the Balance Sheet and Profit and Loss Account is also annexed as required under the Listing Agreement.

4. DIRECTORS

Shri Vijay KumarPeriwal. and Smt. Neetasinha R. Saini, Directors, retire by rotation, but being eligible, offer themselves for re-appointment. There was no other change in the Board of Directors of the Company during the year under review.

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state :

a) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed alongwith proper explanation to material departures.

b) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year.

c) That the Directors have taken suitable and all possible care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

6. AUDITORS

M/s. Jhunjhunwala & Company, Kolkata, Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and, is recommended for re-appointment.

7. DEMATERIALISATION OF COMPANYS EQUITY SHARES:

The Equity Shares of your Company are traded in demate mode compulsorily. Connectivity has been established with National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL). The ISIN No. allotted to the Companys Equity Share is INE497C 01016. 58.16%. of the Equity Share are held in demate form as on 31/03/2009. Members of the Company are requested to avail the demate facility.

8. LISTING OF SHARES:

The Names & Addresses of the Stock Exchanges where the Companys Equity Shares are listed is as under:

1. Bombay Stock Exchange Ltd.

Floor 25, Phiroze Jeejeebhoy Tower, Dalai Street, Mumbai - 400 001

2. The Calcutta Stock Exchange Association Ltd. 7, Lyons Range, Kolkata - 700 001

3. The Guwahati Stock Exchange Ltd.

Saraf Building Annexe, A. T. Road, Guwahati - 781 001, Assam.

The Company has not cleared the Listing Fees for the year to the Calcutta and Guwahati Stock Exchanges till date due to the acute financial crisis.

9. CORPORATE GOVERNANCE:

Your Company has adopted the principles of good Corporate Governance. A separate Section on Corporate Governance is included in the Annual Report, in terms of Clause 49 of the Listing Agreement.

10. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

There is no information to submit in respect of absorption of technology. The Company has not earned any foreign exchange during the year under review. However it has spent Rs. 25,16,336/- (Previous year 24.93,805/-) for import of Raw Materials.

11. PERSONNEL:

None of the employees of the Company receive remuneration attracting provision of Section 217(2A) of the Companies Act. 1956, read with the Companies particulars of Employees rule 1975, as amended.

Acknowledgement:

Your Directors would like to express their appreciation for the assistance and co-operation received from Banks, Financial Institutions, Government Agencies, Customers and Employees during the year under review.

Head Office : For and on behalf of the Board

5, Fancy Lane

Kolkata - 700 001 P. Periwal

Dated : 24th August, 2009. (Vice-chairman & Mg. Director)