REPORT OF THE BOARD OF DIRECTORS TO THE MEMBERS OF ELLORA PAPER MILLS LIMITED 1. Presentation Your directors have pleasure in presenting the 39th Annual Report together with the Audited Accounts for the year ended on 31st March, 2014. 3. Review of Operations During the year under review, the Company has posted a sales of Rs. 2051.10 lakhs as against Rs. 1899.19 Lakhs during the previous year. The Company has been able to maintain the sales volumes; but, profit after current tax has declined from Rs. 108.44 lakhs to a loss of Rs. 51.74 lakhs, primarily, due to increase in raw material prices. 4. Public Deposits During the period under review, your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under 5. Dividend Your Directors do not recommend any dividend for the year 2013-2014. 6. Safety and Pollution Control The Company continues to give top priority to safety and pollution control aspects. It has strictly been following the requisite guidelines as received from Pollution Control Board from time to time. 7. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo Information in accordance with the provisions of section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, regarding Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo is given in "Annexure A" forming part of this Report. 8. Particulars of Employees During the year under review, there were no employees drawing remuneration in excess of the prescribed limits and whose particulars are required to be given in compliance with the provisions contained in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. 9. Directors' Responsibility Statement The Directors affirm (a) that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures; (b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (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,1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and (d) that the directors have prepared the annual accounts on a going concern basis. 10. Directors During the period under review, there has been a change in the constitution of Board of Directors of the Company. With effect from 1st October 2013, Shri Sudhir Goenka has been elevated as Managing Director of the Company; Shri Chandraprakash Goenka and Shri Sandeep Goenka have resigned from directorship; and Shri Bandhooram Balchandraram Prasad and Shri Purushottam Laxman Patil have been inducted into the Board. Shri Purushottam Patil (DIN: 06679479), who is liable to retire by rotation at the ensuing Annual General Meeting has not opted for the re-appointment as director and accordingly, not being re-appointed as director of the Company. 11. Appointment of Statutory Auditors Members are requested to appoint auditors for the current year. The retiring auditors M/s R. S Bhattad & Associates, Chartered Accountants, are eligible for reappointment. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013. The Board recommends their re-appointment. 12. Listing of Shares The equity shares of the company are listed on The Bombay Stock Exchange Limited, Mumbai. They are also dematerialized and made live in the CDSL and NSDL systems. M/s. Bigshare Services Private Limited have been appointed as the R & T Agent of the company. Shareholders may contact them at " E-2/3, Ansa Industrial Estate , Sakivihar Road, Saki Naka, Andheri (E), Mumbai-400072" regarding transfer, dematerialization, etc., of shares. 13. Secretarial Compliance Certificate Pursuant to section 383A of the Companies Act, 1956, a Secretarial Compliance Certificate issued by Mr. Sunil Zore, Practicing Company Secretary is furnished as "Annexure B" forming part of this Report. 14. Acknowledgements Your Directors express their gratitude to the Government of India, Government of Maharashtra, Bankers and Valued Customers for their continuing goodwill and support to the Company. Your Directors wish to place on record their deep appreciation for the dedication and loyalty shown by the officers, staff members and workers of the Company. Your Directors sincerely acknowledge the continued trust and confidence you, the shareholders, have placed in the Company. For and on behalf of the Board Sd/- Sudhir Goenka Managing Director Sd/- Bandhooram Prasad Director Place : Nagpur Date : 28.11. 2014. |