To the Members,

The Directors have pleasure in presenting before you the 5^th Annual Report of the Company together with the Audited Financial Statements for the year ended 31^st March, 2019. The accounts are prepared in accordance with the Companies (Indian Accounting Standards) Rule, 2015 (IND AS) prescribed under Section 133 of the Companies Act, 2013.

FINANCIAL RESULTS :

DIVIDEND :

The Board of Directors recommends the payment of Dividend for the year ended 31^st March, 2019 at the rate of Rs. 0.15 per share. If approved, the Equity Dividend shall be paid, subject to the provisions of section 126 of the Companies Act, 2013 to those Shareholders whose names stand on the Register of Members on 27^th July, 2019.

The Dividend in respect of shares held in electronic form, will be paid to all those beneficial owners of the shares as per the details furnished by depositories for the purpose at the close of business hours on 15^th July, 2019.

OPERATIONS :

The Directors are pleased to report that the Company’s operations have shown healthy growth in output during the year. Successful completion and performance of the Project of “Full width Supercalender”, have given the planned contribution. Besides, contribution from “Paper Machine” and “Boiler rebuild” overall operational improvement and judicious fiber management have also contributed to growth in output and cost reduction.

On the other hand, worldwide Market Pulp availability during the year remained tight pushing up the pulp prices by about Rs. 1,000 - 12,000/- per M.T. This happened apparently due to changes in the policy in China restricting import of Waste Paper thus increasing demand of Market Pulp. Its impact through increase in our product prices could not be fully neutralized. Therefore, despite the increased output of paper, total contribution and profits were adversely affected. By the end of the year, the situation seems to be heading towards normal. Energy costs remained in control, however, we experienced headwinds against our plans to maximise power purchase under Open Access route. The earlier arrangement made under “Group Captive Scheme” with a Thermal Power Plant is suspended pending objections raised by the State Power Distribution Company, resulting in increased unit cost of power. To neutralize some of the increased cost, the Company has already invested under ‘Group Captive Scheme’, into 4900 KW Solar Power Plant with power supply started since March 2019 and further efforts are being made to source renewable Wind Power subject to clearance from the State power Distribution Company.

The Coater Project installation is under progress to be ready for operations during second quarter of 2019-20 thus enabling the Company to enter into “Functionally Coated” Paper business for food baking / packaging applications.

The Hygiene Products Division has shown growth in business commensurate with continuing benefit accruing under the GST regime for price competitiveness.

The Company’s turnover having an overall growth of 16% due to increased Sales volume and price increase which could partly absorb the escalating Global Market pulp prices thus reducing EBIDTA by 10.6% & Profit by 12.3%. By the year end, softening trend in pulp prices and judicious steps taken to optimise furnish mix by substituting partly with high quality recycled fiber are, barring unforeseen circumstances, expected to improve the profitability.

FIXED DEPOSITS :

As informed to you earlier, pursuant to the Scheme of Arrangement and Reconstruction (Demerger) as sanctioned by the Hon’ble Bombay High Court, the “Fixed Deposits Liability” was transferred from Pudumjee Pulp & Paper Mills Limited to the Company. Your Company holds fixed deposits accepted from Public with effect from the effective date of the scheme i.e. 1^st February, 2016.

With effect from 05^th July, 2017 the Company has started to accept fresh/renewal of fixed deposits from the public and as on 31^st March, 2019 stood at Rs. 2,863.27 Lakhs as against Rs. 3,463.24 Lakhs at the end of the previous year (i.e. Fixed Deposit Liability).

During the year, the Company has accepted/renewed such deposits aggregating to Rs. 1,844.25 Lakhs, and all the deposits falling due for repayment during the year were fully repaid on maturity except unclaimed deposits numbering 66 with an amount of Rs. 32.32 Lakhs as at the end of theyear.

There were no over dues on account of principal or interest on public deposits other than the unclaimed deposits as at the year end and there have been no default in repayment of deposits or payment of interest thereon. There are no deposits which are not in compliance with the requirements of Chapter V of the Act read with Companies (Acceptance of Deposits) Rules 2014.

AUDITORS :

i. STATUTORY AUDITORS :

M/s. J. M. Agrawal & Co., Chartered Accountants, have been appointed as Statutory Auditors of the Company at the 3^rd Annual General Meeting to hold office up to the conclusion of 8^th Annual General Meeting. M/s. J. M. Agrawal & Co., have given their consent to act as the Auditors of the Company till conclusion of 8th Annual General Meeting. The Company has received a Certificate from M/s. J. M. Agrawal & Co., to the effect that their appointment, would be within the prescribed limits under section 141 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for appointment. The Shareholders will be required to ratify the appointment of the auditors and fix their remuneration at the ensuing Annual General Meeting.

There is no adverse remark or qualification in the Statutory Auditor’s Report annexed elsewhere in this Annual Report.

The Auditors have reported that there is no fraud on or by the Company noticed or reported during the year.

ii. SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the Board has appointed Mr. I. U. Thakur, Company Secretary, Pune to conduct Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report for the financial year 2018-19 is annexed hereto as Annexure-1.

There is no adverse remark or qualification in the Secretarial Audit Report.

The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.

iii. COST AUDITOR

Pursuant to provisions of Section 148 of the Companies Act, 2013, the Board has appointed Mr. Narhar K. Nimkar (Membership No. F-6493), Cost Accountants in Practice, Pune to conduct the audit of the Cost Records of the Company relating to “PAPER” for the Financial Year 2018-19. As required under the Companies Act, 2013, a resolution seeking Shareholders approval for the remuneration payable to the Cost Auditors forms part of Notice convening the 5^th Annual General Meeting of the Company.

DETAILS OF APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) :

During the year under review, the Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee at its meeting held on 21^st July, 2018 has appointed Mr. Arunkumar Mahabirprasad Jatia, as Whole-time Director designated as “Executive Chairman” of the Company for a period of 5 years effective from 01^st August, 2018, liable to retire by rotation, subject to the approval of Shareholders.

Further, Mr. Ved P. Leekha (Age-79 years) resigned from the position of Managing Director as also the Directorship of the Company with effect from 01^st May, 2019, to comply with the changed provisions of law. The Board places on record its appreciation for the services, guidance and contributions rendered by Mr. Ved P. Leekha during his tenure as Managing Director with the Company.

In terms of provisions of the Companies Act, 2013, Dr. Ashok Kumar, Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the applicable provisions of the Companies Act, 2013 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also confirming that they are not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.

MEETINGS:

During the year 4 Board Meetings and 4 Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report, and forms part of this Annual Report. The intervening gap between the Meetings was within permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As required under the provisions of the Companies Act, 2013, the Board of Directors has constituted the Corporate Social Responsibility Committee. The major role of this Committee is to formulate, recommend, implement and monitor the CSR policy and activities to be undertaken by the Company to meet/contribute towards its corporate social responsibility objectives. The Board of Directors at its meeting held on 20^th May, 2017 has constituted its CSR Committee. Some of the activities which will be undertaken by the Company itself or through an eligible trust are as under;

a) Setting up and/or maintaining old age homes/orphanage and supplementing nutrition and other essentials for underprivileged people,

b) Environmental Protection,

c) Education and

d) Development of Rural Infrastructure.

The CSR committee comprises of the following members:

The CSR Policy is also uploaded on the website of the Company viz: www.pudumjee.com.

During the year, the Company has allocated and disbursed total Rs. 55 Lakhs to M/s. M. P. Jatia, Charitable Trust to be spent on below mentioned the purposes:

- Setting up and/or maintaining old age homes/orphanage and supplementing nutrition and other essentials for underprivileged people ;

- Environmental Protection;

- Education and

- Development of Rural Infrastructure

The other relevant disclosures as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure-2.

The entire allocated amount was deposited / transferred with M/s. M. P. Jatia, Charitable Trust.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose are provided in Annexure-3 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

A policy on Related Party Transactions has been adopted by the Board of Directors at its meeting held on 14^th November, 2015 for determining the materiality of transactions with related parties and dealings with them. The said policy is available at the Company’s website at www.pudumjee.com.The Audit Committee reviews all related party transactions quarterly and also as and when felt necessary.

Pursuant to Section 134(3), 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC -2 are provided as Annexure-4.

ANNUAL EVALUATION OF PERFORMANCE OF BOARD OF DIRECTOR(S) AND COMMITTEE(S) :

As required under Companies Act, 2013, a meeting of the Independent Directors was held on 24^th January, 2019 to evaluate the performance of the Non-Independent Directors, wherein the evaluation of performance of the Non-Independent Directors, including the Chairman and also of the Board as a whole was made, against pre-defined and identified criteria.

The criteria for evaluation of the performance of the Independent Directors, Chairman and the Board, was finalized by the Nomination and Remuneration Committee in its meeting held on 22^nd January, 2016, the said committee has carried out evaluation of the performance of every Director. The said criteria is available at the Company’s website at www.pudumjee.com. The Board of Directors at their meeting held on 24- January, 2019 has evaluated the performance of Independent Directors. The Performance of the Committee was also generally discussed and evaluated.

While evaluating, the principles and guidelines issued vide circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 of Securities Exchange Board of India dated 5^th January, 2017 on Board Evaluation have been taken into account.

FAMILIARISATION PROGRAMME:

The details of programmes for familiarisation of Independent Directors with the Companyis available at the Company’s website at www.pudumjee.com.

RISK MANAGEMENT POLICY:

In accordance with the requirements of the Act, the Company has adopted and implemented a Risk Management Policy for identifying risks to the Company, procedures to inform Board members about the risk assessment and minimization procedures, monitoring the risk management plan, etc.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM:

The Company promotes ethical behaviour in all its business activities and has established a vigil mechanism for Directors and Employees to report their genuine concerns.

Pursuant to Section 177 of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy “Vigil Mechanism/Whistle Blower Policy”, wherein the Employees/Directors/Stakeholders of the Company are free to report any unethical or improper activity, actual or suspected fraud or violation of the Company’s Code of Conduct. This mechanism provides safeguards against victimization of Employees, who report under the said mechanism. During the year under review, the Company has not received any complaint under the said mechanism. The said policy is available at the Company’s website at www.pudumjee.com.

PARTICULARS OF EMPLOYEES:

As required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the statement giving required details is given in the Annexure-5 and 5A to this report.

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

An Internal Complaints Committee (‘Sexual Harassment Committee’) has been constituted, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to deal with the complaints, if any, from the Company and other Companies in the Pudumjee Group.

There was no complaint reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

As required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed as Annexure-6 and forms part of this Report.

REPORT ON CORPORATE GOVERNANCE:

Your Company’s philosophy on Corporate Governance, sets the goal of achieving the highest level of transparency with integrity in all its dealings with its Stakeholders including Shareholders, Employees, Lenders and Others. A report on Corporate Governance along with a Certificate from the practicing Company Secretary regarding the Compliance of Conditions of Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report as Annexure-7.

EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as at 31^st March, 2019 is annexed herewith as Annexure-8 to this report.

The extract of the Annual Return of the Company can also be accessed on the Company’s website at www.pudumjee.com.

REMUNERATION POLICY:

In accordance with the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated remuneration policy which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors.The said policy may be referred to, at the Company’s website i.e.,www.pudumjee.com and is annexed hereto and marked as Annexure-9.

SIGNIFICANT AND MATERIAL ORDERS:

There is no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors confirm 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) 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 profits of the company for that period;

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

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

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

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

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation of the positive co-operation received from the Bankers, Customers, Vendors and Investors of the Company for their continued support during the year.

The Directors also wish to place on record their deep sense of appreciation for the dedication and contribution made by employees at all levels and look forward to their support in future as well.

On Behalf of the Board of Directors,

Place : Mumbai A. K. Jatia,

Date : 24^th May, 2019 Executive Chairman.