KAY POWER AND PAPER LIMITED - Bombay Stock Exchange€¦ · KAY POWER AND PAPER LIMITED (2) 3. Register of Members and Share Transfer Books of the Company will be closed from Monday

KAY POWER AND PAPER LIMITED Reg off:- Gat No. 454/457, Village Borgaon, Tal./Dist. Satara - 415 519

Website- www.kaypowerandpaper.com, Email- [email protected] CIN- L21099MH1991PLC061709

Ref. No. KPPL/BSE/ 11/2018-19 Date:- 01/10/2018 To, Department of Corporate Services, Bombay stock exchange P. J. Towers, Dalal Street, Mumbai: 400001. Sub � Annual Report of FY 2017-18

Dear Sir,

Pursuant to regulation 34 (1) of LODR, we are uploading the scanned copy of Annual Report duly approved and adopted in the Annual General Meeting of the company held on 24th Sept 2018 for your necessary action.

Kindly acknowledge the receipt

Thanking You,

Yours Faithfully,

For KAY POWER AND PAPER LIMITED

SAGAR MOHITE (Company Secretary & Compliance Officer)

KAY POWER ANDPAPER LIMITED

27th27th27th27th27th

Annual ReportAnnual ReportAnnual ReportAnnual ReportAnnual Report

2017-20182017-20182017-20182017-20182017-2018

BOARD OF DIRECTORS : 1. Mr. Niraj Chandra - Chairman and Managing Director

2. Mrs. Deepa Agarwal - Director

3. Mr. Arvind V. Kulkarni - Director

4. Mr. Kaustubh Wadikar - Director

5. Mr. Sandeep Shahapurkar - Director

COMPANY SECRETARY : Mr. Sagar Mohite

AUDITORS : M/s. A. C. DOSHI & CO.

Chartered Accountants

472/A, Shrijay Apts,

Near Kadam Baug, Sadar Bazar

Satara -: 415001

BANKERS : IDBI Bank Ltd.

HDFC Bank Ltd.

REGISTERED OFFICE : Gat No. 454/457,

Village Borgaon, Tal Dist- Satara - 415519

Maharashtra

CORPORATE IDENTITY NO. (CIN) : L21099MH1991PLC061709

INVESTOR SERVICE CELL : Liaison Office : Plot no. B -54,

Old MIDC Area, Satara - 415004

Maharashtra. Email ID - [email protected]

WEBSITE : www. Kaypowerandpaper.com

TWENTY SEVENTH ANNUAL GENERAL MEETING

MONDAY 24th SEPTEMBER, 2018

Time : 3.00 p.m.Venue : Registered Office

Gat No. 454/457,Village Borgaon,Tal Dist-Satara-415519Maharashtra

KAY POWER AND PAPER LIMITED

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27TH ANNUAL REPORT 2017-2018

NOTICE

NOTICE is hereby given that theTwenty SeventhAnnual General Meeting of the Members of KAYPOWER AND PAPER LIMITED will be heldat 3.00 p.m.on Monday, 24th September 2018at the Registered Office of the Company at GatNo. 454/457, Village Borgaon,Tal. /Dist.Satara-415519,Maharashtra, to transact the followingbusiness:

ORDINARY BUSINESS:

1. To consider and adopt the audited financialstatement of the Company for the financialyear ended March 31, 2018, the reports of theBoard of Directors and Auditors thereon;

2. To appoint a Director in place of Mrs. DeepaAgarwal (DIN: 00452947), who retires byrotation at this Annual General Meeting andbeing eligible has offered herself for re-appointment.

3. Ratification of Appointment of StatutoryAuditors: M/s. A. C. Doshi & Co. (M. No.103730) Chartered Accountants, Satara hasbeen appointed for five years as a statutoryauditors of the company in twenty SixthAnnual General meeting of the companysubject to ratification of their appointment inthe every Annual General Meeting of thecompany and for ratification of theirappointment, to pass with or withoutmodification(s) the following resolution as anOrdinary Resolution:

"RESOLVED THAT pursuant to the provisionsof Section 139 and all other applicableprovisions, if any, of the Companies Act, 2013and the Companies (Audit and Auditors)Rules, 2014, as amended from time to timeand resolution passed by the members intheir 26th Annual General Meeting (AGM) ofthe company, the Company hereby ratifiesthe appointment of M/s. A. C. Doshi & Co.(M. No. 103730)Chartered Accountants,Satara, as Auditors of the Company to holdoffice from the conclusion of this Annual

General Meeting (AGM) till the conclusion ofthe next Annual General Meeting of theCompany to examine and audit the accountsof the Company at such remuneration asmay be mutually agreed between the Boardof Directors of the Company and theAuditors."

By Order of the Board of Directors

For KAY POWER AND PAPER LTD.

Place : Satara NIRAJ CHANDRA

Date : 14th August, 2018 CHAIRMAN &MANAGING DIRECTOR

DIN: - 00452637

NOTES:

1. A member entitled to attend and vote at theAnnual General Meeting (the "Meeting") isentitled to appoint a proxy to attend and voteon a poll instead of himself and the proxyneed not be a member of the Company. Theinstrument appointing the proxy should,however, be deposited at the registered officeof the Company not less than forty-eighthours before the commencement of theMeeting.

A person can act as a proxy on behalf ofmembers not exceeding fifty and holding inthe aggregate not more than ten percent ofthe total share capital of the Companycarrying voting rights. A member holdingmore than ten percent of the total sharecapital of the Company carrying voting rightsmay appoint a single person as proxy andsuch person shall not act as a proxy for anyother person or shareholder.

2. Brief resume of Directors including thoseproposed to be re-appointed, as stipulatedunder Regulation 36(3) Securities andExchange Board of India (listing obligationsand Disclosure requirements) regulations,2015, are provided in the CorporateGovernance Report forming part of theAnnual Report.


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3. Register of Members and Share TransferBooks of the Company will be closed fromMonday 17th,September 2018 to Monday,24th, September 2018 (Both Days inclusive).

4. In case,members wish to ask for anyinformation about accounts and operationsof the Company, they are requested to sendtheir queries in writing at least 7 days inadvance of the date of the Meetings so thatthe information can be made available at thetime of the Meeting.

5. Shareholders can send all documents/transfers, share certificates and allcommunications directly to Registrar andTransfer Agent at the address given below:-

M/s. Link Intime India Private Limited.,

Unit: KAY POWER AND PAPER LTD.

C 101, 247 Park, 1st Floor, L.B.S. Marg,

Vikhroli (W), Mumbai - 400083.

Tel No: 022 49186000 (F) 49186060

Email ID:[email protected]/

[email protected] .

6. The shares of the Company are compulsorilytraded in demat. The shareholders who havenot dematerialized their shares arerequested to opt for dematerialization of theirshareholding by opening DP account withnearest Depository Participant at theearliest,which will facilitate smoothpurchase/sale of shares of the Company.

7. The Ministry of Corporate Affairs ("MCA") hasstarted "Green Initiative in CorporateGovernance", which provides for paperlesscompliances by companies throughelectronic mode. In accordance withprovisions of Companies Act 2013, and asper the regulation 36 (1) Securities andExchange Board of India (listing obligationsand Disclosure requirements) regulations,2015 companies can now send documentsand other notices to shareholders throughelectronic mode to promote paperlesscompliances.

Therefore, we request the Members whohave not registered or updated their e-mailaddresses so far to register/update their e-mail address with their DepositoryParticipants (DP). Members holding sharesin physical mode can then download E-Communication Registration Form from ourcompany's website fill up the same andsend to the Registrar and Share TransferAgent (RTA) on given address or [email protected] \r n t . h e l p d e s k @ l i n k i n t i m e . c o . i n o [email protected].

All the communication i.e. Annual Report,Notices and other documents shall be sentto all registered shareholders in electronicform. Please note that these documentsshall also be available at the Company`swebsite www.kaypowerandpaper.com fordownloading.

However, Members who are desirous ofobtaining hard copy of the Notice, AnnualReports and other documents may forwardtheir written request to the Company/RTA forthe same

8. The Securities and Exchange Board of India(SEBI) has mandated the submission ofPermanent Account Number (PAN) by everyparticipant in securities market. Membersholding shares in electronic form are,therefore, requested to submit the PAN andBank Account details to their DepositoryParticipants with whom they aremaintaining their demat accounts. Membersholding shares in physical form can submittheir PAN details and Bank Account Detailsto the Company or RTA.

9. Members attending the Annual GeneralMeeting are requested to bring the followingfor admission to the meeting hall (asapplicable).

a) Attendance Slip duly completed andsigned as per the specimen signaturelodged with the Company.

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b) Members holding shares indematerialized form, their DP and ClientID number(s).

c) Members holding shares in physicalform, their folio number(s).

d) Copy of the Annual Report (2017-18).

10.Members holding shares in physical formare requested to notify immediately anychange in their address along with addressproof, i.e. Electric/ Telephone Bill, DrivingLicense or a copy of the Passport and bankparticulars to the Company or its Registrar &Share Transfer Agent and in case theirshares are in dematerialized form, thisinformation should be passed on directly totheir respective Depository Participants andnot to the Company/ RTA

11. In terms of Section 72 of the Companies Act,2013, nomination facility is available to anIndividual Member. Members holding sharephysical form may utilize the nominationfacility available by sending prescribed FormSH. 13 duly filled to our Registrars andShare Transfer Agents Viz.M/s.Link IntimeIndia Private Limited, Unit:- Kay Power andPaper Limited, C 101, 247 Park, 1st Floor,L.B.S. Marg, Vikhroli (W), Mumbai - 400083.Members holding shares in dematerializedform has to send their "nomination" requestto the respective Depository Participants.

12. In all correspondence with the Company,members are requested to quote theiraccount/ folio numbers and in case theirshares are held in the dematerialized form,they must quote their DP ID. and Client ID.No(s).

13. Voting through Electronic Means

a) In compliance with the provisions ofRegulation 44 of the Securities andExchange Board of India (ListingObligations And DisclosureRequirements) Regulations, 2015 and

Section 108 of the Companies Act, 2013read with Rule 20 of the Companies(Management and Administration) Rule2014 as amended by the Companies(Management and Administration)Amendment Rules 2015, the Company isoffering e-voting facility to all its Membersto enable them to exercise their right tovote on all matters listed in this Notice of27th AGM by electronic means and thebusiness may be transacted through e-voting services. The facility of castingvotes by the members using anelectronic voting system from a placeother than venue of the AGM ('remote e-voting') will be provided by CentralDepository Services (India) Limited(CDSL).

b) The facility for voting through ballot paperor polling paper shall be made availableat the AGM venue also and the membersattending the meeting who have not casttheir vote by remote e-voting shall be ableto exercise their right at the meetingthrough ballot/ Polling paper.

c) The members who have cast their vote byremote e-voting prior to the AGM mayalso attend the AGM but shall not beentitled to cast their vote again.

For this purpose, the Company hasentered into an Agreement with CentralDepository Services (India) Limited(CDSL) for facilitating e-voting.

The instructions for shareholders votingelectronically are as under:

The voting period begins on Friday, 21stSeptember 2018 at 9.00 am. and ends onSunday 23rd September 2018 at 5.00 pm.During this period shareholders of the Company,holding shares either in physical form or indematerialized form, as on the cut-off date 17thSeptember 2018 may cast their voteelectronically. The e-voting module shall be


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disabled by CDSL for voting thereafter.

The shareholders should log on to the e-votingwebsite www.evotingindia.com.

Click on Shareholders / Members

Now Enter your User ID

For CDSL: 16 digits beneficiary ID,

For NSDL: 8 Character DP ID followed by 8Digits Client ID,

Members holding shares in Physical Formshould enter Folio Number registered with theCompany.

Next enter the Image Verification as displayedand Click on Login.

If you are holding shares in demat form and hadlogged on to www.evotingindia.com and votedon an earlier voting of any company, then yourexisting password is to be used.

If you are a first-time user follow the steps givenbelow:

After entering these details appropriately, clickon "SUBMIT" tab.

Members holding shares in physical form willthen directly reach the Company selectionscreen. However, members holding shares indemat form will now reach 'Password Creation'menu wherein they are required to mandatorily

PAN

DividendBankDetails

OR Dateof Birth(DOB)

For Members holding shares in Demat Form andPhysical Form

Enter your 10 digit alpha-numeric PAN issued byIncome Tax Department (Applicable for both dematshareholders as well as physical shareholders)

Members who have not updated their PAN with theCompany/Depository Participant are requested touse the sequence number which is printed onPostal Ballot / Attendance Slip indicated in thePAN field.

Enter the Dividend Bank Details or Date of Birth(in dd/mm/yyyy format) as recorded in your demataccount or in the company records in order tologin.

If both the details are not recorded with thedepository or company please enter the memberid / folio number in the Dividend Bank details fieldas mentioned in instruction (iv).

enter their login password in the new passwordfield. Kindly note that this password is to bealso used by the demat holders for voting forresolutions of any other company on which theyare eligible to vote, provided that company optsfor e-voting through CDSL platform. It is stronglyrecommended not to share your password withany other person and take utmost care to keepyour password confidential.

For Members holding shares in physical form,the details can be used only for e-voting on theresolutions contained in this Notice.

Click on the EVSN for the relevant <CompanyName> on which you choose to vote.

On the voting page, you will see "RESOLUTIONDESCRIPTION" and against the same the option"YES/NO" for voting. Select the option YES orNO as desired. The option YES implies that youassent to the Resolution and option NO impliesthat you dissent to the Resolution.

Click on the "RESOLUTIONS FILE LINK" if youwish to view the entire Resolution details.

After selecting the resolution, you have decidedto vote on, click on "SUBMIT". A confirmationbox will be displayed. If you wish to confirm yourvote, click on "OK", else to change your vote,click on "CANCEL" and accordingly modify yourvote.

Once you "CONFIRM" your vote on theresolution, you will not be allowed to modify yourvote.

You can also take a print of the votes cast byclicking on "Click here to print" option on theVoting page.

If a demat account holder has forgotten thechanged password then Enter the User ID andthe image verification code and click on ForgotPassword & entering the details as promptedby the system.

Shareholders can also cast their vote usingCDSL's mobile app M-Voting available for android

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based mobiles. The M-Voting app can bedownloaded from Google Play Store. Apple andWindows phone users can download the appfrom the App Store and the Windows PhoneStore respectively. Please follow the instructionsas prompted by the mobile app while voting onyour mobile.

Note for Non - Individual Shareholders andCustodians

Non-Individual shareholders (i.e. other thanIndividuals, HUF, NRI etc.) and Custodian arerequired to log on to www.evotingindia.com andregister themselves as Corporates.

A scanned copy of the Registration Form bearingthe stamp and sign of the entity should beemailed to [email protected].

After receiving the login details a ComplianceUser should be created using the admin loginand password. The Compliance User would beable to link the account(s) for which they wishto vote on.

The list of accounts linked in the login shouldbe mailed to [email protected]

and on approval of the accounts they would beable to cast their vote.

A scanned copy of the Board Resolution andPower of Attorney (POA) which they have issuedin favour of the Custodian, if any, should beuploaded in PDF format in the system for thescrutinizer to verify the same.

In case you have any queries or issues regardinge-voting, you may refer the Frequently AskedQuestions ("FAQs") and e-voting manualavailable at www.evotingindia.com, under helpsection or write an email [email protected].

By Order of the Board of Directors

For KAY POWER AND PAPER LTD.

Place : Satara NIRAJ CHANDRA

Date : 14th August, 2018 CHAIRMAN &MANAGING DIRECTOR

DIN: - 00452637


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DIRECTORS' REPORT

Dear Members,Your Directors have pleasure in presentingTwenty Seventh Annual Report on the businessand operations of your Company and AuditedFinancial Statement for the year ended 31stMarch 2018.

FINANCIAL RESULTS : (Rs. in lacs)

2017-18 2016-17Revenue fromoperations (Net) 4173.61 3467.93

Other Income 1597.82 386.67

Total Revenue 5771.43 3854.60

Less: ExpensesCost of materialconsumed 3052.63 2595.27

Changes in Inventoriesof finished Goods &Work in Progress 9.88 16.05

Manufacturing Expenses 598.27 612.96

Employee Benefit Cost 119.20 91.69

Finance cost 12.25 40.76

Depreciation andamortisation Expenses 85.87 90.63

Other Expenses 252.03 219.96

Total Expenses 4130.13 3667.32

Exceptional Items 1574.80 -

Net Profit 66.50 187.28

OPERATIONS :

During the year under review, Paper Division wasoperational throughout the year and produced16094.32 M.T.of Kraft Paper and achieved salesof Rs. 4173.61 Lacs as Compared to 15238.48M.T. and Rs. 3467.94 Lacs of the previous year.The net profit was Rs. 66.50 Lacs as against

Rs. 187.28 Lacs of the previous year.

During the year under the review, Shareholdersof the company have passed special resolutionthrough Postal ballot for sale of assets of powerdivision of the company, accordingly companyhas sold out major portion of Machineries ofpower division.

PROSPECTS :

The streamlined operations of Paper Division willcontinue to give good results during the currentyear too.

DIVIDEND:

In view of the small profit and carried forwardlosses of the Company, it is not possible foryour Directors to recommend any dividend.

MATERIAL CHANGES AND COMMITMENT

There are no material changes andcommitments affecting the financial position ofthe Company occurred between the ends of thefinancial year to which this financial statementrelates on the date of this report.

FIXED DEPOSIT:

As on 31st March 2018, Company has nofixed deposits.

CORPORATE SOCIAL RESPONSIBILITYINITIATIVES

The Company has not developed andimplemented any Corporate SocialResponsibility initiatives as the said provisionsare not applicable.

PARTICULARS OF LOANS, GUARANTEESOR INVESTMENTS MADE UNDER SECTION186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investmentsmade by the Company under Section 186 ofthe Companies Act, 2013 during the year underreview and hence the said provision is notapplicable.

PARTICULARS OF CONTRACTS ORARRANGEMENTS MADE WITH RELA TED

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PARTIES

Related Party Transactions (RPT) excluding thematerial related party transaction that wereentered into during the financial year were onan arm’s length basis and in the ordinary courseof business.

Material related party transaction which wereentered during the period are relating to thecontract which had been approved by theshareholders of the company at the AnnualGeneral Meeting held on 19th Sept, 2016.

During the year, company has not entered intoany material contract/arrangement whichrequired prior approval of Board or shareholdersof the company, hence report in the form AOC 2under the sub-section 2 of section 188 of theCompany’s act 2013 is not provided in this BoardReport.

The policy on dealing with RPT as approved bythe Board is uploaded on the Company's website(http://www.kaypowerandpaper.com) The Policyintends to ensure that proper reporting, approvaland disclosure processes are in place for alltransactions between the Company and RelatedParties. This Policy specifically deals with thereview and approval of RPT, keeping in mind thepotential or actual conflicts of interest that mayarise because of entering into thesetransactions. All RPT are placed before the AuditCommittee for review and approval. Prior omnibusapproval is obtained for RPT that are of repetitivenature and / or entered in the ordinary course ofbusiness and are at arm's length. All RPT aresubjected to independent review by a statutoryauditor to establish compliance with therequirements of RPT under the Companies Act,2013 and Regulation 23 of the Securities andExchange Board of India (Listing Obligation andDisclosure Requirements) Regulations, 2015.

Your Directors draw your attention to Note No.33 to the financial statements which sets outrelated party transaction.

SUBSIDIARIES, JOINT VENTURES ANDASSOCIATE COMPANIES

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

DIRECTORS:

Mrs. Deepa Agarwal, director of the companyretires by rotation in ensuing general meetingand being eligible offers herself for re-appointmentat the ensuing Annual General Meeting. Thenecessary resolution is being put in the Noticeof the ensuing Annual General Meeting for theconsideration of the Members.

BOARD EVALUATION

Pursuant to provisions of the Companies Act2013 and SEBI Regulations mandates that theBoard shall monitor and review the Boardevaluation framework. The Companies Act, 2013states that a formal annual evaluation needs tobe made by the Board of its own performanceand that of its committees and individualdirectors.

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

The evaluation process has been explained inthe Corporate governance report section in thisAnnual Report. The Board approved theevaluation results as collate by the nominationand remuneration committee.

None of the independent directors are due forre-appointment.

NUMBER OF BOARD MEETINGSCONDUCTED DURING THE YEAR UNDERREVIEW:

The Company had 5 (Five) Board meetingsduring the financial year under review. The Detailsthereof are given in the corporate GovernanceReport. The intervening gap between the meetingwas within the period prescribed under thecompanies Act, 2013


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DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section134(5) of the Companies Act, 2013 the Boardhereby submits its responsibility Statement:-

(a) In the preparation of the annual accounts,the applicable accounting standards hadbeen followed along with proper explanationrelating to material departures;

(b) We have selected such accounting policiesand applied them consistently and madejudgments and estimates that are reasonableand prudent so as to give a true and fair viewof the state of affairs of the company at theend of 31st March 2018 and of the profit andloss of the company for that period;

(c) We have taken proper and sufficient care forthe maintenance of adequate accountingrecords in accordance with the provisions ofthis Act for safeguarding the assets of thecompany and for preventing and detectingfraud and other irregularities;

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

(e) The accounts for the Financial Year endedon 31st March, 2018 have been prepared inaccordance with the Companies(IndianAccounting Standards) Rules, 2015 (Ind As)prescribed under Section 133 of theCompanies Act, 2013 and under recognizedaccounting practices and policies to theextent applicable. Beginning April 1, 2017,the company has for the first time adoptedInd AS with a transition date of April 1, 2016.

(f) We have laid down internal financial controlsto be followed by the company and that suchinternal financial controls are adequate andwere operating effectively.

(g) We have devised proper systems to ensurecompliance with the provisions of allapplicable laws and that such systems wereadequate and operating effectively.

AUDITORS:

At the Annual General Meeting held on 18thSeptember 2017 M/s. A. C. Doshi & Co. (M.No. 103730) Chartered Accountant, Satara wereappointed as statutory auditors of the companyto hold office till the conclusion of the AnnualGeneral Meeting to be held in the calendar year2022. In the terms of the first proviso to section139 of the companies Act, 2013, the appointmentof the auditors shall be placed for ratification atevery Annual General Meeting. Accordingly, theappointment of M/s. A. C. Doshi & Co. (M. No.103730) Chartered Accountant, Satara, asstatutory auditors of the company, is placed forratification by the shareholders.

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

AUDITORS' REPORT:

The observations of the Auditors report read withthe relevant notes thereon are self-explanatoryand therefore do not call for any further commentsunder Section 134 of the Companies Act, 2013.

SECRETARIAL AUDITOR:

M/s. Neha Doshi & Co., Practicing CompanySecretaries, was appointed to conduct thesecretarial audit of the Company for the financialyear 2017-18, as required under Section 204 ofthe Companies Act, 2013 and Rules there under.The secretarial audit report for FY 2017-18 formspart of the Annual Report as Annexure I to theBoard's report.

SECRETARIAL AUDITOR'S REPORT :

The observations of the Secretarial Audit reportare self-explanatory and therefore do not call forany further comments under Section 134 of theCompanies Act, 2013.

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CORPORATE GOVERNANCE:

Pursuant to regulation 34(3) of SEBI (ListingObligations and Disclosure Requirement) LODRregulations 2015 report on Corporate Governancealong with Auditor's certificate on its complianceis attached as Annexure II to this report.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to theprovisions of Section 92 read with Rule 12 ofthe Companies (Management andadministration) Rules, 2014 is furnished inAnnexure III and is attached to this Report.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies andprocedures for ensuring the orderly and efficientconduct of its business, including adherence tothe Company's policies, the safeguarding of itsassets, the prevention and detection of fraudsand errors, the accuracy and completeness ofthe accounting records, and the timelypreparation of reliable financial disclosures.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orderspassed by the regulators or courts or tribunalsimpacting the going concern status andCompany's operations in future

COST AUDITORS:

As per the companies (Cost Records and Audit)Amendment Rules 2014, the company isexempted for cost audit from the financial year2015-16. Hence company has not appointedcost auditor for the financial year 2018-19.

DECLARA TION OF INDEPENDENTDIRECTORS

The Independent Directors have submitted theirdisclosures to the Board that they fulfill all therequirements as stipulated in Section 149(6) ofthe Companies Act, 2013 so as to qualifythemselves to be appointed as IndependentDirectors under the provisions of the CompaniesAct, 2013 and the relevant rules.

CONSERVATION OF ENERGY, RESEARCHAND DEVELOPMENT, TECHNOLOGYABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO

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

PARTICULARS OF EMPLOYEES

The table containing the names and otherparticulars of employees in accordance with theprovisions of Section 197(12) of the CompaniesAct, 2013, read with Rule 5(1) of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, is appended asAnnexure V to the Board's report.

COMPANY'S POLICY RELATING TODIRECTORS APPOINTMENT, PAYMENT OFREMUNERATION AND DISCHARGE OF THEIRDUTIES

The Company's policy on directors' appointmentand remuneration and other matters provided insection 178(3) of the Act has been disclosed inthe corporate governance report, which formspart of this report.

LISTING OF EQUITY SHARES:

The Equity Shares of your Company are listedon BSE Ltd.,where the same are tradedregularly and confirm that company has paidthe listing fees for the financial year 2018-19.

VIGIL MECHANISM

The Company has formulated a Whistle BlowerPolicy (the Policy) in compliance with theCompanies Act 2013 and Listing agreement, toenable employees, customers, agents, dealers,suppliers and other vendors that conductbusiness with Kay Power and Paper Limited toraise concerns and complaints about fraudulent


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practices.

Under the Policy, the concerns/ complaintspertaining to General Managers and Mangersshould be raised before the Chairman of AuditCommittee and concerns against otherEmployees should be addressed to theVigilance officer and confirm that no personnelhas been denied access to the audit committee.

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

Chairman of Audit [email protected]

Vigilance officer - [email protected]

The Company aims to propagate a culture formaintaining highest standard of conduct andprofessionalism and therefore this Policy isimplemented in furtherance of the Code ofConduct of the Company.

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

COMMITTEES OF THE BOARD

Currently, the Board has Four committees: theaudit committee, nomination and remunerationcommittee, stakeholder's relationshipcommittee, and risk Managementcommittee.The role and responsibilities andcomposition of the aforesaid committees arementioned in the corporate governance reportsection in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSISREPORT:

A comprehensive Management discussion andanalysis Report is appended as Annexure VI,forming a part of the Corporate Governance ispart of this Annual Report

DISCLOSURE UNDER THE SEXUALHARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013.

The Company has in place an Anti-SexualHarassment Policy in line with the requirementsof the Sexual Harassment of Women atWorkplace (Prevention, Prohibition andRedressal) Act, 2013. An Internal ComplaintsCommittee (ICC) has been set up to redresscomplaints received regarding sexualharassment. All employees (permanent,contractual, temporary and trainees) are coveredunder this policy. No complaints pertaining tosexual harassment were received during F.Y.2017-18.

ACKNOWLEDGEMENT:

Your Directors appreciate valuable contributionof employees at all levels. Your Directors placeon record their gratitude for the co-operationreceived from Indian Renewable EnergyDevelopment Agency Ltd, Maharashtra StateElectricity Distribution Company Ltd., IDBI BankLtd., HDFC Bank Ltd, Suppliers, Customers andShareholders of the Company and look forwardto their continuous support in coming years.

For and on behalf of the Board of Directors

Niraj ChandraDate : 14th August 2018 Chairman andPlace : Satara Managing Director

DIN : 00452637

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Annexure IForm No. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31.03.2018Company CIN No.: L21099MH1991PLC061709

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules, 2014]

To,The MembersKAY POWER AND PAPER LIMITEDGat No. 454/457, At Post Borgaon,Satara-415519

I have conducted the secretarial audit of thecompliance of applicable statutory provisions andthe adherence to good corporate practices byM/s. Kay Power and Paper Limited (hereinaftercalled the 'company'). Secretarial Audit wasconducted in a manner that provided me areasonable basis for evaluating the corporateconducts/statutory compliances and expressingmy opinion thereon.

Based on my verification of the Kay Power andPaper Limited's books, papers, minute books,forms and returns filed and other recordsmaintained by the company and also theinformation provided by the Company, its officers,agents and authorized representatives during theconduct of secretarial audit, I hereby report thatin my opinion, the company has, during the auditperiod covering the financial year ended on 31stMarch 2018 complied with the statutoryprovisions listed hereunder and also that theCompany has proper Board-processes andcompliance-mechanism in place to the extent,in the manner and subject to the reporting madehereinafter:

I have examined the books, papers, minutebooks, forms and returns filed and otherrecords maintained by M/s. Kay Power andPaper Limited ("the Company") for thefinancial year ended on 31st March 2018according to the provisions of:

1. The Companies Act, 2013 (the Act) and therules made thereunder;

2. The Securities Contracts (Regulation) Act,1956 ('SCRA') and the rules madethereunder;

3. The Depositories Act, 1996 and theregulations and Bye-laws framed thereunder;

4. The following Regulations and Guidelinesprescribed under the Securities andExchange Board of India Act, 1992 ('SEBIAct'): -

I. The Securities and Exchange Board ofIndia (Substantial Acquisition of Sharesand Takeovers) Regulations, 2011

II. The Securities and Exchange Board ofIndia (Prohibition of Insider Trading)Regulations, 1992 and The Securitiesand Exchange Board of India(Prohibition of Insider Trading)Regulations, 2015; -

III. The Securities and Exchange Board ofIndia (Issue of Capital and DisclosureRequirements) Regulations, 2009;(NotApplicable to the Company during theAudit Period)

IV. The Securities and Exchange Board ofIndia (Registrars to an Issue and ShareTransfer Agents) Regulations, 1993regarding the Companies Act anddealing with client;

V. The Securities and Exchange Board ofIndia (Delisting of Equity Shares)Regulations, 2009 (Not Applicable tothe Company during the Audit Period);

VI. The Securities and Exchange Board ofIndia (Buyback of Securities)Regulations, 1998 (Not Applicable tothe Company during the Audit Period)


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VII. The Securities and Exchange Board ofIndia (Issue and Listing of DebtSecurities) Regulations, 2008 (NotApplicable to the Company during theAudit Period)

VIII. The Securities and Exchange Board ofIndia (Employee Stock Option Schemeand Employee Stock PurchaseScheme) guidelines, 1999 andsecurities exchange board of India(share-based employee benefitsRegulations, 2014 notified on 28thOctober 2014 (Not Applicable to theCompany during the Audit Period);

IX. The Securities and Exchange Board ofIndia (listing obligations and Disclosurerequirements) regulations, 2015

4. Other Laws Specifically Applicable toCompany

Indian Boiler Act 1923

I have also examined compliance with theapplicable clauses of the following:

1. The Equity Listing Agreements with BombayStock Exchange (BSE LTD).

2. Secretarial Standards issued by The Instituteof Company Secretaries of India.TheCompany has complied with SecretarialStandard issued by ICSI.

During the period under review the Companyhas complied with the provisions of the Act,Rules, Regulations, Guidelines, Standards,etc. mentioned above subject to the followingobservations:

A. As informed by the company, thecompany is in process to settle sale taxdeferred liability with the Maharashtrasales tax dept' and in touch with theCommissioner of Custom and DirectorGeneral of Foreign Trade (DGFT), Puneto for fix the liability for unfulfilled exportobligation under EPCG. Furthercompany has fully repaid his securedterm loan of M/s. Indian Renewable

Energy Development Agency Limited(IREDA) during the year.

B. The Company had been declared as asick industrial unit by BIFR (Board forIndustrial and Financial Reconstruction)in 2007. The Ministry of Finance vide anotification dated 25th November 2016,has repealed the Sick IndustrialCompanies (Special Provisions) Act,1985 (SICA) with effect from 1stDec.2016. In view of this, the companyhas decided not to go for NCLTapplication to get the protection underthe Insolvency and Bankruptcy Code,2016. Accordingly, the company hasdecided to refund the share applicationmoney of Rs.9,36,00,000/- which ispending for allotment subjectcompliance of applicable provision of thecompanies Act, 2013.

C. The quarterly results are accompaniedby the Limited Review Report as perRegulation 33 (1) (d) & 33 (3) (c) (LODR)Regulation 2015. As informed by theCompany, its Statutory Auditor has notsubjected himself to the peer reviewprocess, of the ICAI - InstituteofChartered Accountants of India, and hedoes not hold a valid certificate issuedby the Peer Review Board of the ICAI.

D. The company has not published publicnotices and un-audited/audited quarterlyresult in English daily newspaper asrequired to be published underRegulation 47 of (Listing Obligations andDisclosure Requirements) Regulations,(LODR) 2015. As informed by theCompany, due to carry forward lossesand inadequate profit during the year,company could not spend money onpublication of financial result in Englishnewspaper. The aforesaid results aremade available on the company websiteand also on the website of the Bombaystock exchange Ltd for downloading.

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E. As per Regulation 17 of the LODR(Listing Obligation & DisclosureRequirements) regulation 2015, ifChairman is Executive Director then halfof the board shall be independent.Considering this term, presentlycompany has total five directors. Themanagement's opinion is that out of thetotal Directors, Three Directors areIndependent Directors as per thedefinition clause 16 (B) of Securities andExchange Board of India (ListingObligations and DisclosureRequirements) Regulations, 2015.

Further, only two directors areIndependent Directors as per CompaniesAct, 2013, whose appointment is dulyregistered with Ministry of CorporateAffairs.

The management opines that respectivecompliance has been done towardsappointment of Independent Directors asit is recognized differently underCompanies Act, 2013 and Securities andExchange Board of India (ListingObligations and DisclosureRequirements) Regulations, 2015.

F. The Company has two divisions, paperand power. Paper Division wasoperational throughout the year. Theshareholders of the company passedspecial resolution by way of postal ballotto sale the power division of thecompany and major machineries ofpower division is sold out during theyear.

Based on this, the managementdeclared that the companies notcarrying multiple business activity andit is in compliance with the provisions ofSection 203 (1) of the Companies Act,2013.

I further report that

1. The Board of Directors of the Company is

duly constituted with proper balance ofExecutive Directors, Non-ExecutiveDirectors and Independent Directors as perCompanies Act, 2013. The changes in thecomposition of the Board of Directors thattook place during the period under reviewwere carried out in compliance with theprovisions of the Act.

2. Adequate notice is given to all directors toschedule the Board Meetings, agenda anddetailed notes on agenda were sent at leastseven days in advance, and a system existsfor seeking and obtaining further informationand clarifications on the agenda items beforethe meeting and for meaningful participationat the meeting.

3. Majority decisions are carried through andthere were no any dissenting members' andhence views for dissenting voting were notrequired to be captured and recorded as partof the minutes.

I further report that there are adequatesystems and processes in the companywhich commensurate with the size andoperations of the company to monitor andensure compliance with applicable laws,rules, regulations and guidelines.

I further report that during the audit period,the company has no specific events/actionshaving a major bearing on the company'saffairs in pursuance of the above referredlaws, rules, regulations, guidelines,standards, etc.

For, Neha Doshi & Co.Company Secretaries

Neha A. DoshiProprietor

FCS No.: 5373C P No.: 4631

Place: SataraDate: 14/07/2018


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This report is to be read with our letter of evendate which is annexed as Annexure A and formsan integral part of this report.

Annexure A'

To,The MembersKay Power and Paper LimitedSatara

Our report of even date is to be read along withthis letter

1. Maintenance of secretarial record is theresponsibility of the management of thecompany. Our responsibility is to expressan opinion on these secretarial recordsbased on our audit.

2. We have followed the audit practices andprocesses as were appropriate to obtainreasonable assurance about thecorrectness of the contents of theSecretarial records. The verification wasdone on test basis to ensure that correctfacts are reflected in secretarial records.We believe that the processes andpractices, we followed provide a reasonablebasis for our opinion.

3. We have not verified the correctness andappropriateness of financial records andBooks of Accounts of the company.

4. Where ever required, we have obtained theManagement representation about thecompliance of laws, rules and regulationsand happening of events etc.

5. The compliance of the provisions ofCorporate and other applicable laws, rules,regulations, standards is the responsibilityof management. Our examination waslimited to the verification of procedures ontest basis.

6. The Secretarial Audit report is neither anassurance as to the future viability of thecompany nor of the efficacy or effectivenesswith which the management has conductedthe affairs of the company.

For, Neha Doshi & Co.Company Secretaries

Neha A. DoshiProprietor

FCS No.: 5373C P No.: 4631

Place: SataraDate: 14/07/2018

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ANNEXURE II : REPORT ON CORPORATE GOVERNANCE

1. Company's philosophy on Corporate Governance

The Company believes in the practice of good Corporate Governance and acting as a goodcorporate citizen.

The spirit of Corporate Governance has been prevailing in the Company for years together. TheCompany believes in the values of transparency, accountability and integrity. The Companyrecognizes the accountability of the Board and importance of its decision on every individualwho meets the Company.

2. Composition of Board

The Board of Directors has a mix of Executive and Non -Executive Directors.The Board comprisesof one Promoter-Executive Chairman and Managing Director, two Non-Executive Directors andtwo Non- executive independent directors on the Board of the company.

Table 1 - The composition of the Board and other directorships and committee positions held on31st March 2018.

1 The Directorships, held by Directors as mentioned above, do not include Alternate Directorshipsand Directorships in foreign companies, companies registered under Section 8 of theCompanies Act, 2013 and private limited companies.

2. Memberships/Chairmanships of only Audit Committees and stakeholder's relationshipcommittee in all public limited companies whether listed or not have been considered.

3. In terms of provisions of the companies act 2013, Mrs. Deepa Agarwal is related to Mr. NirajChandra being his wife, except this, no director is related to any other director on the board.

4. Memberships of the Directors in various committees are within the permissible limits of thelisting regulations.

Table 2 -Attendance of Directors at Board Meetings and last AGM.

During the year 01.04.2017 to 31.03.2018, Five Board Meetings were held on 30.05.2017;25.07.2017;14.08.2017;14.11.2017 and 14.02.2018

The last Annual General Meeting was held on 18th September 2017.

Sr. Name of the Director Category No. of other Committee positions² No. of Shares Held inNo. Directorships¹ the Company as at

31.03.2018As Chairman As Member

1 Mr. Niraj Chandra Executive 1 Nil 2 16, 52,100

2 Mrs. Deepa Agarwal Non Executive Nil 1 1 7,41,100

3 Mr. Arvind V.Kulkarni Non Executive 1 Nil 2 200

4 Mr. Kaustubh Wadikar Non -ExecutiveIndependent Nil 1 1 Nil

5 Mr. Sandeep Non -Executive Nil Nil 1 NilShahapurkar Independent


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3. Audit Committee

The Audit Committee comprises two independent directors and one Non-Executive Director andCompany Secretary as the Secretary of the Committee. The Committee met 4 times during thefinancial year ended 31st March 2018.Terms of ReferenceThe role of the Audit Committee includes review of the Company's financial reporting processand its financial statements, review of the accounting and financial policies and practices, theinternal control and internal audit systems, risk management policies and practices and InternalAudit Reports, reviewing with the management, the quarterly, half yearly and yearly financialstatement. The role also includes making recommendations to the Board, re-appointment ofstatutory auditors and fixation of audit fees.The audit committee Meeting were held on 30.05.2017;14.08.2017; 14.11.2017 and 14.02.2018.The attendance of the members at the meeting was as follows:

Name of the Director No. of Board Meetings attended Attendance at last AGM

Mr. Niraj Chandra 5 Present

Mrs. Deepa Agarwal 5 Present

Mr. Arvind V. Kulkarni 5 Present

Mr. Kaustubh Wadikar 5 Present

Mr. Sandeep Shahapurkar 5 Present

Name of the members Status No. of Meeting were No. of Meetings Attendedheld during the Year

Mr. Kaustubh Wadikar Chairman 4 4

Mr. Sandeep Shahapurkar Member 4 4

Mr. Arvind V. Kulkarni Member 4 4

4. Nomination and Remuneration CommitteeIn accordance with the amended regulation 19 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of theCompanies Act, 2013, Company has constituted the Nomination and Remuneration Committeein its board meeting dated 14.11.2014. The committee comprises one executive and two non-executive independent directors in the committee.

Terms of Reference

l To formulate criteria for determining qualifications, positive attributes and independence of aDirector.

l To formulate criteria for evaluation of Independent Directors and the Board.

l To identify persons who are qualified to become Directors and who may be appointed inSenior Management in accordance with the criteria laid down in this policy.

l To carry out evaluation of Director's performance.

l To recommend to the Board the appointment and removal of Directors and Senior Management.

l To recommend to the Board policy relating to remuneration for Directors, Key ManagerialPersonnel and Senior Management.

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l To devise a policy on Board diversity, composition, size.

l Succession planning for replacing Key Executives and overseeing.

l To carry out any other function as is mandated by the Board from time to time and / orenforced by any statutory notification, amendment or modification, as may be applicable.

l To perform such other functions as may be necessary or appropriate for the performance of itsduties.

Remuneration policy-

This Nomination and Remuneration Policy is being formulated in compliance with Section 178of the Companies Act, 2013 read along with the applicable rules thereto and pursuant toregulations of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015, as amended from time to time. This policy on nominationand remuneration of Directors, Key Managerial Personnel and Senior Management has beenformulated by the Nomination and Remuneration Committee (NRC or the Committee) and hasbeen approved by the Board of Directors.

APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT:a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience

of the person for appointment as Director, KMP or at Senior Management level and recommendhis / her appointment, as per Company's Policy.

b) A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has authority to decide whether qualification,expertise and experience possessed by a person is sufficient / satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution.

TERM / TENURE:a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, ManagingDirector or Executive Director for a term not exceeding five years at a time. No re-appointmentshall be made earlier than one year before the expiry of term.

b) Independent Director:An Independent Director shall hold office for a term up to five consecutive years on the Boardof the Company and will be eligible for re-appointment on passing of an ordinary resolution bythe Company and disclosure of such appointment in the Board's report. No IndependentDirector shall hold office for more than two consecutive terms of upto maximum of 5 yearseach, but such Independent Director shall be eligible for appointment after expiry of threeyears of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, beappointed in or be associated with the Company in any other capacity, either directly orindirectly.

At the time of appointment of Independent Directors, it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companies asan Independent Director and three listed companies as an Independent Director in case such


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person is serving as a Whole-time Director of a listed company or such other number as maybe prescribed under the Act.

EVALUATION:The Committee shall carry out evaluation of performance of Director, KMP and Senior ManagementPersonnel yearly or at such intervals as may be considered necessary. The evaluation may bedeciding, on the basis of documents (e.g., agenda and minutes), surveying directors through aquestionnaire and interviewing directors or any other method shall decide by the committee.

The chairperson of the Nomination Committee or lead independent director supervises the wholeprocess, interviews individual directors, provides feedback to each director and presents thereport before the full board.

REMOVAL:The Committee may recommend with reasons recorded in writing, removal of a Director, KMP orSenior Management Personnel subject to the provisions and compliance of the Companies Act,2013, rules and regulations and the policy of the Company.

RETIREMENT:The Director, KMP and Senior Management Personnel shall retire as per the applicable provisionsof the Act and the prevailing policy of the Company. The Board will have the discretion to retain theDirector, KMP, Senior Management Personnel in the same position/ remuneration or otherwiseeven after attaining the retirement age, for the benefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL:1) Remuneration to Managing Director / Whole-time Directors:a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors,

etc. shall be governed as per provisions of the Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force and the approvals obtained from theMembers of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to the Boardof Directors, as it may consider appropriate with regard to remuneration to Managing Director/ Whole-time Directors.

(Note - Currently company have not paying any remuneration to its Managing Director/ Whole-time Directors of the company Due to the heavy losses suffered by theCompany)

2) Remuneration to Non- Executive / Independent Directors:a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration

as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shallbe such as may be recommended by the Nomination and Remuneration Committee andapproved by the Board of Directors.

b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration forattending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall besubject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under orany other enactment for the time being in force. The amount of such remuneration shall besuch as may be recommended by the Nomination and Remuneration Committee and approvedby the Board of Directors or shareholders, as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligibleto participate in any share based payment schemes of the Company.

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d) Any remuneration paid to Non- Executive / Independent Directors for services rendered whichare of professional in nature shall not be considered as part of the remuneration for the purposesof clause (b) above if the following conditions are satisfied:

i) The Services are rendered by such Director in his capacity as the professional; and

ii) In the opinion of the Committee, the director possesses the requisite qualification for thepractice of that profession.

3) Remuneration to Key Managerial Personnel and Senior Management:a) The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed

pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and inaccordance with the Company's Policy.

b) The Fixed pay shall include monthly remuneration, employer's contribution to Provident Fund,contribution to pension fund, pension schemes, etc. as decided from to time.

Mechanism for evaluating Board members:One of the key functions of the Board is to monitor and review the board evaluation framework.The Board works with the nomination and remuneration committee to lay down the evaluationcriteria for the performance of executive / non-executive / independent directors through a peer-evaluation excluding the director being evaluated through a Board effectiveness survey. Thequestionnaire of the survey is a key part of the process of reviewing the functioning and effectivenessof the Board and for identifying possible paths for improvement. Each Board member is requestedto evaluate the effectiveness of the Board dynamics and relationships, information flow, decision-making of the directors, relationship to stakeholders, company performance, company strategy,and the effectiveness of the whole Board and its various committees on a scale of one to five.Feedback on each director is encouraged to be provided as part of the survey.

Independent directors have three key roles - governance, control and guidance. Some of theperformance indicators based on which the independent directors are evaluated include:

l Ability to contribute to and monitor our corporate governance practices

l Ability to contribute by introducing international best practices to address top-managementissues.

l Active participation in long-term strategic planning

l Commitment to the fulfillment of a director's obligations and fiduciary responsibilities; theseinclude participation in Board and committee meetings.

The members of Nomination and remuneration committee as follows:

No nomination and remuneration committee meeting were held during the year.

Details of the Remuneration for the year ended 31st March, 2018

There were no pecuniary relationships or transactions with its non-executive directors other thanthe payment of sitting fees to them for attending the meetings of the Board and the committeesthereof and payment of remuneration for professional services.

Name of the members StatusMr. Kaustubh Wadikar Chairman

Mrs. Deepa Agarwal Member

Mr. Sandeep Shahapurkar Member


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Name of the Director Sitting fees Salary Commission Total

Mr.Niraj Chandra - # - -

Mrs.Deepa Agarwal - - - -

Mr.Arvind V.Kulkarni - # - -

Mr. Kaustubh Wadikar 9,000 - - 9,000

Mr. Sandeep Shahapurkar 9,000 - - 9,000

# Due to the heavy losses suffered by the Company, Mr.Niraj Chandra,in consultation with theBoard had offered his services as Chairman and Managing Director without payment of any salarysince 1.7.2002.

# Mr.Arvind V.Kulkarni is receiving salary of Rs. 25,000/-P.M.as Manager Banking Operations.

5. Stakeholder's relationship committeeThe stakeholder's relationship committee comprises of Mrs. Deepa Agarwal, heading the committeeand Mr. Niraj Chandra, Mr. Arvind V. Kulkarni, are members of the committee and Mr.SagarMohite, Secretary of the committee.

Link Intime India Private Limited. is acting as Registrar and Transfer Agent of the Company.

The committee shall review and ensures redressal of investor grievances and the committeenoted that all the grievances of the investors have been resolved during the year.

6. Risk Management CommitteeAs per the applicable provisions of the Companies Act 2013, Company has constituted the RiskManagement Committee in its board meeting dated 14.11.2014 and Mr. Niraj Chandra, Mrs.Deepa Agarwal, Mr. Arvind V. Kulkarni directors of the company and Mr. Ganesh Hari RotithorChief Financial Officer are members of the committee.

The purpose of the committee is to assist the Board in fulfilling its corporate governance withregard to the identification, evaluation and mitigation of operational, strategic and environmentalrisks efficiently and effectively.

The Company has developed and implemented a risk management framework that includesidentification of elements of risk, if any, which in the opinion of the Board may threaten theexistence of the Company.

7. General Body MeetingsA) Location and time where last 3 Annual General Meetings (AGM) were held are given below;

AGM for the Date Time Venue Special Resolution PassedFinancial Year

2014-15 14.09.2015 3.00 p.m Gat No.454/457, To ratify the related party transactionA/P. Borgaon, under section 188 of the CompaniesT/D. Satara - 415 519. Act 2013 which has been entered

into M/s. Kay Bouvet EngineeringLimited

2015-16 19.09.2016 3.00 p.m Gat No.454/457, 1. To approve re-appointment of Mr.A/P. Borgaon, Niraj Chandra, Chairman and ManagT/D. Satara - 415 519. ing Director of the Company.

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AGM for the Date Time Venue Special Resolution PassedFinancial Year

2015-16 19.09.2016 3.00 p.m Gat No. 454/457, 2.To approve material Related PartyA/P. Borgaon, Transaction under section 188 of the

Companies T/D.Satara- 415519.Act 2013.

3. Maintaining and keeping theCompany's registers required to bemaintained under Section 88 of theCompanies Act, 2013 and copies ofannual returns filed under Section 92of the Companies Act, 2013 or any oneor more of them, at a place other thancompanies registered office.

2016-17 18.09.2017 3.00 p.m. GatNo.454/457, 1. To borrow money, where the moneyA/P.Borgaon, to be borrowed, together with theT/D.Satara-415519. money already borrowed by the

company will exceed aggregate of itspaid-up share capital and free reserves, apart from temporary loansobtained from the company's bankers.

B) POSTAL BALLOT:-During the year, pursuant to the provisions of Section 110 of the Companies Act, 2013 read with Companies(Management and Administration) Rules, 2014 ("The Rules") {including any statutory modification(s) or re-enactment(s) thereof for the time being inforce}, certain resolutions were passed by shareholders bypostal ballot including electronic Voting (E- voting). The Notice of postal ballot was mailed to all shareholdersalong with postage prepaid envelopes. M/s. Neha Doshi, Company Secretaries, had been appointed asscrutinizer for the postal ballots and E voting, who submitted his reports to the Chairman, Mr. Niraj Chanda.The details of the postal ballots are given below: -

Sr. Date of Announcement Description Total No. of No. of votes No. of votes No. of votesNo. of Result Votes Polled in favour in Against in Invalid

1 28/09/2017 To Sell, Lease or otherwisedispose of Assets of thePower Division of theCompany and 4770391 4769791 600 0

2 28/09/2017 To Create a Charge on theAssets of the Company 4770591 4770191 400 0

C) Procedure adopted for Postal Ballot

(i) The Board at its meeting approves the items to be passed through postal ballot and authorizes oneof the functional Directors and the Company Secretary to be responsible for the entire process ofpostal ballot.

(ii) A professional such as a Chartered Accountant/ Company Secretary, who is not in employment of theCompany, is appointed as the Scrutinizer for the poll process.

(iii) Notice of postal ballot along with the ballot papers are sent to the shareholders along with a self-addressed envelope addressed to the Scrutinizer.

(iv) An advertisement is published in a newspaper about the dispatch of ballot papers and notice ofpostal ballot.


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(v) The duly completed postal ballot papers are received by the Scrutinizer. (vi) Scrutinizer gives his reportto the Chairman.

(vii) The Chairman announces the results of the postal ballot in a meeting convened for the same.

(viii) Results are intimated to the Stock Exchange and are put up on the Notice Board of the Company aswell as on the Company's Website.

D) None of the businesses proposed to be transacted in the ensuing Annual General Meeting requirepassing a special resolution through postal ballot.

DISCLOSURE:

a) Information in respect of the Director seeking re-appointment at the Annual General Meetingto be held on Monday 24th September 2018.

Mrs. Deepa Agarwal, wife of Mr. Niraj Chandra C&MD, is B.A. (hons.) and belongs to a reputedbusiness family. She is actively involved in operations of the Private Limited Companies andholds directorships in M/s. Kay Nitroxygen Private Limited, M/s. Chandra trading and InvestmentPrivate Limited and M/s. Kay Industrial Gases Private Limited. She holds 741100 shares ofthe company.

b) The transactions with related parties were undertaken in the normal course of business andwere placed periodically before the audit committee and were at terms and conditions,whichwere not prejudicial to the interest of the Company and in the case of material related partycontracts shareholders' approval were taken as per the related party transaction policy of thecompany. The company has formulated the policy for dealing with related party transactionand same is disclosed on company website in following linkhttp://www.kaypowerandpaper.com/download/Relatedpartytransactionpolicy- KPPL.pdf

c) The Company has complied with all the requirements as required under the listing regulationsas well as regulations and guidelines of SEBI,no penalties or strictures have been imposed bySEBI, Stock Exchange or any Statutory Authority on matters relating to capital markets duringthe last three years.In 1998 delisted equity shares from Ahmedabad and Delhi Stock Exchangesand in 2004 from Pune Stock Exchange Ltd.

d) The company has established the Whistle Blower Policy for directors and employees to reportconcerns about unethical behavior, actual or suspected fraud or violation of the company'scode of conduct and confirm that there are no personnel has been denied access to the auditcommittee. The details of establishment of such mechanism has disclosed on companywebsite on following link - http://www.kaypowerandpaper.com/download/Annoncement-KPPL.pdf

e) The company has provided suitable training to independent directors to familiarize them withthe company, their roles, rights, responsibilities in the company, nature of the industry inwhich the company operates, business model of the company, familiarization programme forindependent directors has been disclosed on company website on following link http://www.kaypowerandpaper.com/download/Familiarisation%20programme%20KPPL.pdf

f) The company has disclosed the term and conditions of appointment of independent directorson company website on following link - http://www.kaypowerandpaper.com/download/TermConditionsforAppointmentIndependentDirectors.pdf.

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g) The Company has framed and put in place the Code of Conduct, duly approved by the Boardof Directors. The said Code is applicable to all directors and senior management of the companyand annual affirmations are obtained. All the directors and senior management have affirmedtheir adherence to the provisions of the said code. The code of conduct is posted on companywebsite -www.kaypowerandpaper.com

h) The company has trying to implement maximum discretionary requirements as specified inpart E of schedule II in the listing regulation.

i) Management Discussion and Analysis forms part of the annual report to the shareholders andit includes discussion on matters as required by Regulation 34(3) of the Listing Regulations.

j) There were no material financial & commercial transactions by senior Management as definedin regulation 26 of the Listing regulations where they have any personal interest that have apotential conflict with the interest of the company at large requiring disclosure by them to theBoard of Directors of the company.

k) The company has disclosed about the compliance of regulations in respect of CorporateGovernance under the Listing Regulations on its website viz www.kaypowerandpaper.com.

MEANS OF COMMUNICATION :

Recommendation Compliance

Quarterly Results : Whether published YesAny website, where displayed The results are displayed on the

website of the Company andalso on the website ofBombay Stock Exchange Ltd.and published in Marathi Newspaper

Whether it also displays official news releases and NApresentations made to institutional investors/analysts

Whether shareholders information section forms part Yesof the Annual Report.


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GENERAL SHAREHOLDERS' INFORMATION

Financial reporting for the quarter ending 30.6.2018 Before 14th August, 2018Financial reporting for the quarter ending 30.9.2018 Before 14th November, 2018Financial reporting for the quarter ending 31.12.2018 Before 14th February, 2019Financial reporting for the quarter ending and year ending 31.03.2019 Before 30th May 2019Annual General Meeting 24th September, 2018 at 3.00 p.m.Venue Regd. Office :

Gat No. 454/457, A/P. Borgaon,T/D Satara - 415 519.

Listing of Equity Shares on Stock Exchange Bombay Stock Exchange Ltd.

Plant Location Gat No. 454/457, A/P. Borgaon,T/D Satara - 415 519.

Registrar and share transfer agent M/s. Link Intime India PrivateLimitedC 101,247, Park 1st Floor L.B.S.Marg, Vikhroli (W),Mumbai - 40008.Tel No: 022-49186000,022- 49186060E-mail:[email protected]

Stock Code 530255

Stock Exchange Bombay Stock Exchange Ltd.

Book closure date From 17th September, 2018 to24th September, 2018

ISIN for the Company's Equity Shares in Demat Form INE961B01013Depository Connectivity N.S.D.L. and C.D.S.L.

Suspension from trading No security of the company hasbeen suspended from tradingon BSE.

Complaints received during the year Received Cleared

A. Complaints received from Shareholders 1 1

B. Complaints received from Stock Exchange / SEBI – – 3

Share transfer system:

Trading in Equity Shares of the Company is permitted only in dematerialized form.

Share transfer in physical form are registered and returned within 30 days from the date of receipt ofdocuments in order in all respects.

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Categories of shareholders as on 31st March, 2018

Category No. of shares held Voting S trength (%)

Promoters, Relatives and Associate Companies 47,52,647 44.67Public 47,51,058 44.66NRI/FII's/OCB's 3,45,709 3.24Domestic Companies 7,90,586 7.43(Including financial institution)

MARKET PRICE DATA

The monthly high and low quotations of Shares traded on Bombay Stock Exchange Ltd., during April,2017 to March, 2018.

Month and year High Price Low Price

April 2017 4.90 3.71

May 2017 5.99 4.89

June 2017 6.68 5.28

July 2017 7.93 6.46

August 2017 7.60 5.67

September 2017 5.67 5.06

October 2017 5.94 5.09

November 2017 6.32 5.72

December 2017 5.80 5.00

January 2018 6.11 5.48

February 2018 5.80 5.18

March 2018 5.10 4.90

No. of shares No of % of Total face value % of totalShareholders Shareholders Rs. Value

Upto 500 4484 85.31 668265 6.28

501-1000 319 6.07 283355 2.66

1001-2000 137 2.61 221969 2.09

2001-3000 81 1.54 208245 1.96

3001-4000 34 0.65 121214 1.14

4001-5000 39 0.74 186618 1.75

5001-10000 72 1.37 538693 5.06

10001 and above 90 1.71 8411641 79.06

TOTAL 5256 100.00 10,64,00,000 100.00

Distribution of shareholding as on 31st March, 2018.


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Investor service cell Mr. Sagar MohiteCompany Secretary & Compliance OfficerLiasion Office :B- 54, Old MIDC Area, Satara - 415004.Mobile: 9689908431, Fax: (02162) 246133

For and on behalf of the Board of Directors

Niraj ChandraDate : 14th August 2018 Chairman andPlace : Satara Managing Director

DIN : 00452637

DECLARATION ON COMPLIANCE OF THE COMPANY'S CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for its employees including theManaging Director and Executive Directors. In addition, the Company has adopted a Code of Conductfor its Non-Executive Directors and Independent Directors. These Codes are available on the Company'swebsite.

I confirm that the Company has in respect of the year ended March 31, 2018, received from theSenior Management Team of the Company and the Members of the Board a declaration of compliancewith the Code of Conduct as applicable to them.

Date: 14th August 2018 Niraj ChandraPlace: Satara Chairman & Managing Director

DIN : 00452637

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TO THE MEMBERS OF KAY POWER ANDPAPER LIMITED

1. We have examined the compliance ofconditions of Corporate Governance by KAYPOWER AND PAPER LIMITED ("theCompany"), for the year ended on March 31,2018, as stipulated in:

a. Regulation 23(4) of SEBI (ListingObligations and DisclosureRequirements) Regulations, 2015 (SEBIListing Regulations) and

b. Regulations 17 to 27 (excluding regulation23 (4)) and clauses (b) to (i) of regulation46 (2) and paragraphs C, D and E ofSchedule V of the SEBI ListingRegulations.

The compliance of conditions of CorporateGovernances is the responsibility of the

For A.C. Doshi & Co.Chartered Accountants

Date : 14th August 2018 Abhijit DoshiPlace : Satara Proprietor

M. No. 103730

management. Our examination was limited toprocedures and implementation thereof, adoptedby the Company for ensuring the compliance ofthe conditions of the Corporate Governance. Itis neither an audit nor an expression of opinionon the financial statements of the Company.

In our opinion and to the best of our informationand explanations given to us, we certify that theCompany has complied with the conditions ofCorporate Governance as stipulated in the asstipulated in the above SEBI Listing Regulation,2015. As informed, there is no unresolvedinvestor/ shareholders compliant.

We further state that such compliance is neitheran assurance as to the future viability of theCompany nor as to the efficiency oreffectiveness with which the management hasconducted the affairs of the Company.


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Annexure- IIIFORM NO. MGT 9

EXTRACT OF ANNUAL RETURNAs on financial year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company(Management & Administration) Rules, 2014

I. REGISTRATION & OTHER DETAILS:

1. CIN L21099MH1991PLC061709

2. Registration Date 15/05/1991

3. Name of the Company KAY POWER AND PAPER LIMITED

4. Category/Sub-category of the Company Company limited by shares/Indian Non-Government company/Public Limited Company

5. Address of the Registered office Gat No. 454 / 457,& contact details A/P. Borgaon, Satara.

Maharashtra - 415519Phone No. 02162 - 265329

6. Whether listed company YES - BSE Limited7. Name, Address & contact details Link Intime India Private Limited.

of the Registrar & Transfer Agent, if any. C 101,247, Park 1st Floor L.B.S. Marg,Vikhroli (W), Mumbai - 40008.Tel No: 022-49186000, 022- 49186060E-mail:- [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing10 % or more of the total turnover of the company shall be stated)

S. Name and Description of main NIC Code of the % to total turnover of theNo. products / services Product/services company

1 Manufacture of Packing Paper 17014 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

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

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IV. SHARE HOLDING PATTERN (Equity Share Capit al Breakup as percent age of Total Equity)Category-wise Share Holding

Demat Physical Total % of Demat Physical Total % of Total Total

Shares Shares

A. Promoters

(1) Indian

a) Individual/ HUF 4609800 – 4609800 43.33 4609800 – 4609800 43.33 –

b) Central Govt – – – – – – – – –

c) State Govt(s) – – – – – – – – –

d) Bodies Corp. 142847 – 142847 1.34 142847 – 142847 1.34 –

e) Banks / FI – – – – – – – – –

f ) Any other – – – – – – – – –

Sub-Total (A) (1) 4752647 4752647 44.67 4752647 4752647 44.67 –

[2] Foreign – – – – – – – – –

Sub-Total (A) (2) – – – – – – – – –

Total shareholding of

Promoter (A) = (A)(1)+(A)(2) 4752647 4752647 44.67 4752647 4752647 44.67 –

B. Public Shareholding

1. Institutions – – – – – – – – –

Sub-total (B)(1):- – – – – – – – – –

2. Non-Institutions

a) Bodies Corp.

i) Indian 927094 32600 959694 9.020 757986 32600 790586 7.43 -1.58

ii) Overseas – 3500 3500 0.033 3500 3500 0.033 –

b) Individuals

i) Individual shareholders

holding nominal share capital

upto Rs. 1 lakh 2125422 531800 2657222 24.97 1320825 531300 1852125 17.41 -7.56

ii) Individual shareholders

holding nominal share capital

in excess of Rs 1 lakh 1901647 1901647 17.873 2573378 - 2573378 24.19 +6.32

c) Others (specify) HUF - - - - 292094 292094 2.75 +2.75

Non Resident Indians

(non REP) 235709 110000 345709 3.249 235709 110000 345709 3.25

Non Resident Indians (REP) 17513 17513 0.165 15024 - 15024 0.14 -0.024

Clearing Member 2068 2068 0.020 14937 14937 0.14 +0.12

Sub-total (B)(2):- 5209453 677900 5887353 55.33 5209953 677400 5887353 55.33 –

Total Public Shareholding

(B)=(B)(1)+ (B)(2) 5209453 677900 5887353 55.33 5209953 677400 5887353 55.33 –

C. Shares held by Custodian

for GDRs & ADRs – – – – – – – – –

Grand Total (A+B+C) 9962100 677900 10640000 100 9962600 677400 10640000 100.00 –

Category of Shareholders No. of Shares held at the No. of Shares held at the beginning of the year end of the year[As on 31 March-2017] [As on 31-March-2018]

%Changeduring

the year


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B) Shareholding of Promoter-

SN Shareholder's Name Shareholding at the beginning Shareholding at the end % change inof the year of the year shareholding

during the year

No. of % of total % of Shares No. of % of total % SharesShares Shares of the Pledged / Shares Shares of the of the

company encumbered company Pledged /to total shares encumbered

to total shares

1 NIRAJ CHANDRA 1652100 15.53 - 1652100 15.53 - -

2 DEEPA AGARWAL 741100 6.97 - 741100 6.97 - -

3 USHA GUPTA 1177100 11.06 - 1177100 11.06 - -

4 SUSHIL CHANDRA 675100 6.34 - 675100 6.34 - -

5 NIRAJ CHANDRA (HUF) 317700 2.99 - 317700 2.99 - -

6 ADITI CHANDRA 30000 0.28 - 30000 0.28 - -

7 SUSHIL CHANDRA (HUF) 6700 0.06 - 6700 0.06 - -

8 RITU AGGARWAL 5000 0.05 - 5000 0.05 - -

9 RUBY CHANDRA 5000 0.05 - 5000 0.05 - -

10 KAY CHANDRA IRONENGG. WORKS PVT LTD 142300 1.34 - 142300 1.34 - -

11 CHANDRA TRADING &INVESTMENT PVT. LTD 547 0.01 - 547 0.01 - -

C) Change in Promoters' Shareholding:There were no changes in promoter's shareholding of the company for the year ending March 31,2018.

D) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

SN For Each of the Top 10 Shareholding at the Cumulative ShareholdingShareholders beginning of the year during the year

No. of shares % of total No. of shares % of totalshares of the shares of the

company company

1. Truckling Vinmay Trading Private Limited

At the beginning of the year 288519 2.7116 288519 2.7116

Transactions ( Purchase/sale) form the1st April, 2017 to 31st March, 2018 - - 288519 2.7116

At the end of the year 288519 2.7116 288519 2.7116

2 Richi Khemka




3 Padmanabha Dhas Murugesan


Transactions ( Purchase/sale) form the1st April, 2017 to 31st March, 2018 228210 2.1448


4. Richi Khemka (On behalf of

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SN For Each of the Top 10 Shareholding at the Cumulative Shareholding

Shareholders beginning of the year during the year

No. of shares % of total No. of shares % of total

shares of the shares of the

company company

Shree Mahadev Traders a partnership firm




5. Pooja Goal




6. Rochak Vinimay Pvt Ltd


Transactions (Purchase/sale) form the1st April, 2017 to 31st March, 2018 - - 104668 0.9837


7. Uma S.




8. Vijay Kumar Goyal




9. Sudhir Sharma




10. D R Sharma (Dhani Ram)





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E) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and Shareholding at the Cumulative Shareholdingeach Key Managerial Personnel beginning of the year during the year

No. of shares % of total No. of shares % of totalshares of the shares of the

company company

1. Mr. Niraj ChandraAt the beginning of the year 1652100 15.53 1652100 15.53Purchase/ Sale Nil Nil 1652100 15.53At the end of the year 1652100 15.53 1652100 15.53

2. Mrs. Deepa AgarwalAt the beginning of the year 741100 6.97 741100 6.97Purchase/ Sale Nil Nil 741100 6.97At the end of the year 741100 6.97 741100 6.97

3. Mr. Arvind V. KulkarniAt the beginning of the year 200 0.00 200 0.00Purchase/ Sale Nil Nil 200 0.00At the end of the year 200 0.00 200 0.00

4. Mr. Kaustubh Narayan WadikarAt the beginning of the year Nil Nil Nil NilPurchase/ Sale Nil Nil Nil NilAt the end of the year Nil Nil

5. Mr. Sandeep Ramesh ShahapurkarAt the beginning of the year Nil Nil Nil NilPurchase/ Sale Nil Nil Nil NilAt the end of the year Nil Nil

6. Mr. Sagar Mohite (Company Secretary)At the beginning of the year Nil Nil Nil NilPurchase/ Sale Nil Nil Nil NilAt the end of the year Nil Nil

7. Mr. Ganesh Hari Rotithor(Chief Financial Officer)At the beginning of the year Nil Nil Nil NilPurchase/ Sale Nil Nil Nil NilAt the end of the year Nil Nil

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B. Remuneration to other directorsSN. Particulars of Remuneration Name of Directors Total

Amount

Mr. Kaustubh Mr. Sandeep Mr. ArvindWadikar Shahapurkar Kulkarni

1 Independent DirectorsFee for attending boardmeetings 5000 5000 – 10000Commission – – – –Others, please specify – – – –

Total (1) – –

2 Other Non-Executive Directors – - – –Fee for attending boardcommittee meetings 4000 4000 – 8,000Commission – – – –Others, please specify – – 3,00,000 3,00,000

Total (2) – – 3,00,000 3,00,000

Total (B)=(1+2) 9000 9000 3,00,000 3,18,000

Total Managerial Remuneration 9000 9000 3,00,000 3,18,000Overall Ceiling as per the Act Note No.1 Note No.1 Note No.2

V) INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but notdue for payment.

Secured Loans Unsecured Loans Deposits Totalexcluding Indebtednessdeposits

Indebtedness at the beginningof the financial year

i) Principal Amount 3,98,07,859/- 11,44,87,009/- – 15,42,94,868/-

ii) Interest due but not paid – – – –

iii) Interest accrued but not due – – – –

Total (i+ii+iii) 3,98,07,859/- 11,44,87,009/- – 15,42,94,868/-

Change in Indebtedness duringthe financial year

* Addition – – –

* Reduction (3,98,07,859) (3,78,00,000) – (7,76,07,859)

Net Change – –

Indebtedness at the end of the – – – –financial year

i) Principal Amount 7,66,87,009/- – 7,66,87,009/-

ii) Interest due but not paid – – – –

iii) Interest accrued but not due – – – –

Total (i+ii+iii) 0.00 7,66,87,009/- – 7,66,87,009/-

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-A. Remuneration to Managing Director , Whole-time Directors and/or Manager: NIL

Due to the heavy losses suffered by the Company, Mr. Niraj Chandra, in consultation with theBoard had offered his services as Chairman and Managing Director without payment of any salarysince 1.7.2002.


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Note:1. Maximum limit for payment of sitting fess if Rs. 1, 00,000/- Per Meeting2. Mr. Arvind Kulkarni is receiving salary of Rs. 25, 000/- P.M. as Manager Banking Operations.

As per section 196 and 197 and rules made there under, the limit of yearly remunerationpayable is Rs. 60,00,000/- where companies having no profit or inadequate profit withoutCentral Government approval.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN Particulars of Remuneration Key Managerial Personnel

CS CFO Total1 Gross salary 6,68,984 2,63,790 9,32,774(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act,1961(b) Value of perquisites u/s 17(2)

Income-tax Act, 1961 – – –

(c) Profits in lieu of salary under section17(3) Income-tax Act, 1961 – – –

2 Stock Option – – –

3 Sweat Equity – – –

4 Commission – – –

- as % of profit – – –

others, specify… – – –

5 Others, please specify – – –

Total 6,68,984 2,63,790 9,32,774

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties / punishment / compounding of offenses for the year ending March 31,2018.

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ANNEXURE IV : Particulars required to be disclosed under Sub-section (3)(m) of Section 134 of theCompanies Act, 2013, read with the Companies (Accounts) Rules, 2014, and forming part of theDirectors' report for the year ended 31st March 2018.

A) Conservation of Energy: - the company has adopted all necessary steps to conserve theenergy like the following:

1. Electric motors are the main source where we can save power adequately. Before installation ofelectric motor, the power load equipment's and HP is calculated exactly and then particularmotor is being installed.

2. Company has replaced the low efficiency pumps with high efficiency pumps.

3. Cooling/heating is regulated. It is being operated on need basis.

4. Insulation is being done for piping and where it is necessary

5. Practice adapted to switch off the equipment's which are not in use.

6. By reducing of excessive heating and cooling.

7. Installation of efficient shower head.

8. Measuring and monitoring of electric consumption.

9. Regulating of voltages.

10. Precautions have been taken while starting up and stopping down the high-pressure pumps andelectric motors so as to avoid shooting up of contract demand.

11. The series of capacitors have been installed to maintain to power factor.

12. Installation of VFD(Variable Frequency drive) in place of Conventional starter for optimum utilizationof electric power.

13. Company has adopted the energy saving equipment's for minimum consumption of electricity.

14. Halogen lamps/Tubes total load 4400 watt were converted into LED of 1092.5 watt.

15. H.T. busbar drop load of 12500 KW removed and replaced by new transformer plus line load of6003 KWH.

16. Switching off internal street lights at the time of non-working hours of the company.

17. The company is continuously maintaining all machines on standard level and replacing oldmachinery with new one and adopting the latest technology for producing the paper. Therefore,company is getting reduction in electricity consumption.

18. Company has periodically briefed to the staff and operators about consumption of electricity andits benefits

B) Technology Absorption: The Company has affected the necessary measures to manufactureKraft paper varieties at higher yields at better quality.

C) Foreign Exchange Earnings and Outgo: 2017-2018 2016-2017

Earnings – –

Outgo 1, 27, 83,287 74, 48,752


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Annexure V - Particulars of employees

a) Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014.

Remuneration paid to whole time directors -

Due to the heavy losses suffered by the Company, Mr. Niraj Chandra in consultation with theBoard had offered his services as Chairman and Managing Director without payment of anysalary since 1.7.2002.

Remuneration paid to independent directors:

During the year, company has not paid any remuneration to its Independent directors exceptsitting fees for attainment of board and committee meeting of the company

Remuneration of other Key Managerial Personnel (KMP):-

Note:-

1. The Median Remuneration of Employees (MRE) was "94,528"and "70,591" in fiscal 2018and 2017 respectively. The Increase in MRE over the fiscal 2017 was 33.91%

2. The number of permanent employees on the rolls of the Company as of March 31, 2018 andMarch 31, 2017 was 59 and 57 respectively.

Name of Title Remuneration Remuneration % increase of Ratio ofthe KMP in fiscal 2018 in fiscal 2017 Remuneration remuneration

in 2018 as to MREcompared to 2017

Mr. Sagar Mohite Company 6,68,984 6,43,338 3.98% 7.07%Secretary

Mr. Ganesh ChiefRotithor Financial 2,63,790 2,37,110 11.24% 2.79%

Officer

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List of top ten employees in terms of remuneration drawn in the Year 2017-18 as per Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

Sr. No. Name of the Employee Salary in fiscal 2018

1 Mr. Sagar S. Mohite 6,68,984

2 Mr. Ashok. V. More 5,00,000

3 Mr. Dayasing S. Shukla 3,76,200

4 Mr. Arvind S. Patil 2,97,409

5 Mr. Vasant M. Singh 2,84,175

6 Mr. Rajesh Kumar Singh 2,83,130

7 Mr. M.L. Nagpure 2,79,365

8 Mr.Ganesh H.Rotithor 2,63,790

9 Mr. Bipin. V.Sane 2,10,360

10 Mr.H.D. Shinde 2,09,636

None of the employees of the Company is in receipt of remuneration in excess of limits prescribedunder Rule 5(2)(i) of the Companies (Appointment and Remuneration of Managerial Personnel)Amendment Rules, 2016.


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ANNEXURE VI : - MANAGEMENT AND DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE ANDDEVELOPMENT

The Indian Paper Industry accounts for about1.6% of the world's production of paper and Paperboard. Paper in India is expected to see anaverage growth of 7 per cent during the nextyear according to prediction by the Indian Pulpand Paper Technical Association.

The paper industry in India has become morepromising as domestic demand is on the rise.Increasing population and literacy rate, growthin GDP, improvement in manufacturing sectorand lifestyle of individuals are expected toaccount for the growth in the paper industry ofIndia. Many of the existing players are increasingtheir capacity to meet the growing demand. Thefocus of paper industry is now shifting towardsmore Eco-friendly products and technology.Government of India has established rules andregulations to control the population anddegradation of forest. These measures taken bythe government has brought the significantchanges in the paper industry of India.

The Indian paper industry has the top 15 globalplayers with output more than 6 million tonsannually with an estimated turnover of Rs.150,000 millions. The Indian paper industry isriding on a strong and on an expanding mood tomeet the projected demand of 13 million tonsby 2020

Paper Industry plays a vital role in the economicgrowth of a country through revenue generation,foreign exchange earnings, and employmentgeneration. Paper finds its usage in recording,storage and dissemination of information. Inaddition to these, paper is a widely used mediumfor wrapping and packaging of several products.

Despite the technological revolution leading toincreased computerization of operations, paperstill holds on to its existence and has becomean essential commodity

There are various reasons which have made thepaper industry of India more promising andattractive than ever before. The population of Indiahas been growing at a significant pace whichhas led to the increase in the paper consumptionas each individual utilizes paper and otherrelated products on daily basis. The growth inthe GDP of India has helped the paper industrysignificantly. Growth in economy has led to theincrease in the manufacturing activities whichhas further led to the increase in the demand forpaper products specially paperboard as thepaperboard is extensively utilized by themanufacturing sector for a wide range of activitiesranging from packing to storage andtransportation. The growth in the GDP has alsoled to the improvement in the purchasing powerof the individuals.

The paper industry can be classified into 4categories namely, paperboard and industrialpackaging paper, writing and printing papers,newsprint, and specialty papers. Kay Power andPaper Ltd is a paper mill which is strategicallylocated at Satara and is manufacturing Kraftpaper using Indian and imported waste paper.Kraft paper has the largest consumption (52.5%)in the paperboard and industrial packagingmarket in India.

Over the years company has focused onstringent quality measures, which help to meetall our customers' needs. Our focus on qualityhas helped us in building strong relationship withcustomers and eliminated supplementary cost.

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OPPORTUNITIES AND THREATS:

India's paper industry is expected to grow at 6to 7 percent year over year, with the packagingindustry poised to grow at 22 to 25 percentannually. Advances in education, a fast-growingmiddle class, strong growth in sectors like fast-moving consumer goods (FMCG)-pharmaceuticals, liquor, cosmetics, andorganized retailing are the main drivers ofdemand for paper and packaging products.

Per capita consumption of paper in India remainswoefully low at 22 lbs. compared to 770 lbs. inthe United States and 363 lbs. in the EuropeanUnion in 2010. India has 15 percent of the world'spopulation, but consumes less than 2 percentof the world's paper. But per capita consumptionhas almost doubled in the last decade.

The company has adequate infrastructurefacilities such as land, water & power. Apart fromthis company has the flexibility of various gradesof paper, which gives the company distinctcompetitive advantage.

The availability of raw material has always beena matter of concern for the industry. In India about850,000-1,000,000 tons of waste paper is beingcurrently recovered annually. The recovery rateworks out to about 20% which is much lower incomparison with 65% recovery achieved bymany global players. Low recovery is on accountof alternate use of paper in wrapping, packing,etc. The utilization rate of recovered fiber is only47%. Paper mills are heavily dependent onimported waste paper which commandsexorbitant price due to inadequate availability.India needs a well-defined and aggressivesystem for collection, sorting, grading andutilization of recyclable waste paper to containimports.

At the same time, it may face competition due

to proliferation of capacities in the country.

SWOT analysis - Indian paper industry

Competitive strengths

1. Large and growing domestic paper market

2. Up to date research institute (CPPRI)

3. Know how in non-wood pulping andapplications

4. Well-developed printing industry

5. Local market knowledge

Competitive weaknesses

1. Fiber shortage, especially virgin wood Fiber

2. Small and fragmented industry structure,many non-competitive mills/machines.

3. Highly skilled and job specific manpower isnot available

4. Quality and availability of some of thedomestic pigments and chemicals

5. Environmental problems of most of the smallpulp mills and also some big mills

6. Low standard of converting industry

7. Infrastructure, transportation

8. High cost of raw material including wood,non-wood and waste paper

9. High energy costs

10. High cost of financing

11. Impact of high local taxes

12. Low input into mill level R&D

Competitive opportunities

1. Domestic market potential

2. Modern, world scale paper machine wouldbe cost competitive in most grades

3. Forest plantation potential

4. Integration of combined wood and agro basedpaper making

5. Government literacy program - increasing


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demand for printing/writing papers

6. Low labor costs (allow eg. cost effectivesorting of imported mixed waste)

7. Export potential

Competitive threats

1. Unprepared mills for international competition(WTO entry) both on price and quality

2. Decline in capacity due to environmentalpressures

3. Decline in capacity as some of thesegments/group of mills are unable to competeat national and international levels with respectto quality and cost of products.

4. Delayed forest plantations, deficit of woodfiber.

5. Weakening competitiveness of domesticindustry due to shortage and cost of basic input

SEGMENT-WISE OR PRODUCT WISEPERFORMANCE

The Company has two divisions 1) Paper Divisionand 2) Power Division. The paper division wasoperational throughout the year. During the year,shareholders of the company have passed thespecial resolution through postal ballot to salethe power division, accordingly company hassold out the major machineries of power division.

REVIEW OF PERFORMANCE

During the year, Company's Sales and otheroperating income were Rs. 57.71 Crores. Thisis a much improved performance compared tolast year.

STRATEGY

The company is continuously increasing itsquality of paper as per the requirement in themarket and to compete with the other marketplayers. Further the company have been adoptingthe latest technology for production of various

grades of paper in the plant. During the yearcompany has supplied the highest quality ofKraft paper to the customers and our customerbase is increasing day by day.

OUTLOOK, RISK AND CONCERNMANAGEMENT PERCEIVES

The Paper Industry is understood to be cyclicalin nature and its performance depends on globalpulp and paper demand supply situation.However, given the growth potential, outlook ofthe paper industry is promising, considering thepositive outlook company is ready to face newchallenges.

The company is deriving its revenue from paper/paperboard manufacturing the availability of rawmaterial and rates of raw material due tocompetition among the related paper mills arematters of concern.

INTERNAL CONTROL SYSTEM AND THEIRADEQUACY

The company has adequate system of internalcontrol to safeguard and protect for loss,unauthorized use or disposition of its assets.All the transaction are properly authorized,recorded and reported to the management, thecompany is following all the applicableaccounting standard for properly maintaining thebooks of accounts and reporting financialstatement. The company has appointed anindependent firm of Chartered Accountants forconducting internal audit. The Audit Reports arereviewed by the Management and the Auditcommittee of the Board from time to time

HUMAN RESOURCE DEVELOPMENT/INDUSTRIAL RELATIONS

The company has drawn a specific program toimprove the skill of the workers so as torationalize the manpower. Further it is providing

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necessary training to the manpower. There iscontinuous interaction between themanagement and employees. The numbers ofpeople employed during the year were 59.

FINANCIAL PERFORMANCE WITH RESPECTTO OPERATIONAL PERFORMANCE.

Financial performance with respect tooperational performance is explained in detailsin the beginning of the Directors' Report. Themanagement is taking continuous efforts toimprove upon its financial and operationalperformance.

CAUTIONARY STATEMENT

The management discussion and analysis reportcontains forward looking statement based uponthe data available with the company,

assumptions with regards to economicconditions, the government policies etc. thecompany cannot guarantee the accuracy ofassumptions and perceived performance of thecompany in future, therefore, it is cautioned thatthe actual result may materially differ from thoseexpressed or implied in the report.

For and on behalf of the Board

Niraj ChandraChairman and

Managing DirectorDIN : 00452637

Place: Satara

Date : 14th August, 2018


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To Members of Kay Power And Paper Limited

REPORT ON THE INDIAN ACCOUNTINGSTANDARDS (IND AS) FINANCIALSTATEMENTS

We have audited the accompanying standalonefinancial statements of Kay Power And PaperLimited ("the Company"), which comprise theBalance Sheet as at March 31, 2018, and theStatement of Profit and Loss (including otherComprehensive Income), the Cash FlowStatement and the Statement of Changes inEquity for the for the year ended as on thatdate and a summary of significant accountingpolicies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FORTHE FINANCIAL STATEMENTS

The Company's Board of Directors is responsiblefor the matters stated in Section 134(5) of theCompanies Act, 2013 (the Act) with respect tothe preparation of these financial statements thatgive a true and fair view of the financial position,financial performance, cash flows and Changesin Equity of the Company in accordance withaccounting principles generally accepted inIndia, including the Accounting Standardsspecified under Section 133 The Act, read withrule 7 of the Companies (Indian AccountingStandards) Rules, 2015 (as amended). Thisresponsibility also includes maintenance ofadequate accounting records in accordance ofthe provisions of the Act for safeguarding theassets of the company and for preventing anddetecting frauds and other irregularities;selection and application of appropriateaccounting policies; making judgments andestimates that are reasonable and prudent; anddesign, implementation and maintenance ofinternal control relevant to the preparation andpresentation of the financial statements that givea true and fair view and are free from materialmisstatement, whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion onthese financial statements based on our audit.We have taken into account the provisions ofthe Act, the accounting and auditing standardsand matters which are required to be includedin the audit report under the provisions of theAct and the Rules made there under.

We conducted our audit in accordance with theStandards on Auditing specified under Section143(10) of the Act. These Standards require thatwe comply with ethical requirements and planand perform the audit to obtain reasonableassurance about whether the financialstatements are free from material misstatement.An audit involves performing procedures to obtainaudit evidence about the amounts anddisclosures in the financial statements. Theprocedures selected depend on the auditor'sjudgment, including the assessment of the risksof material misstatement in the financialstatements, whether due to fraud or error. Inmaking those risk assessments, the auditorconsiders internal financial control relevant tothe Company's preparation and fair presentationof the financial statements that give a true andfair view in order to design audit procedures thatare appropriate in the circumstances. An auditalso includes evaluating the appropriateness ofaccounting policies used and thereasonableness of the accounting estimatesmade by management, as well as evaluatingthe overall presentation of the financialstatements.

We believe that the audit evidence we haveobtained is sufficient and appropriate to providea basis for our audit opinion.

OPINION

In our opinion and to the best of our informationand according to the explanations given to us,the aforesaid financial statements give theinformation required by the Act in the mannerso required and give a true and fair view inconformity with the accounting principles

AUDITORS' REPORT

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generally accepted in India: of the state of affairsof the Company as at March 31, 2018 and itstotal comprehensive income (comprising of profitand other comprehensive income), its cash flowsand the changes in equity for the year ended onthat date

OTHER MATTER

The comparative financial information of theCompany for the year ended March 31, 2017and the transition date opening balance sheetas at April 1, 2016 included in these financialstatements, are based on the previously issuedstatutory financial statements for the yearsended March 31, 2017 and March 31, 2016prepared in accordance with the Companies(Accounting Standards) Rules, 2006 (asamended) which were

audited by the predecessor auditor whoexpressed an unmodified opinion vide reportsdated May 30, 2017 and May 28, 2016respectively. The adjustments to those financialstatements for the differences in accountingprinciples adopted by the Company on transitionto the Ind AS have been audited by us.

Our opinion is not qualified in respect of thesematters.

REPORT ON OTHER LEGAL ANDREGULATORY REQUIREMENTS

1. As required by the Companies (Auditor'sReport) Order, 2016 issued by the CentralGovernment of India in terms of sub-section(11) of Section 143 of the Act, we give in theAnnexure a statement on the mattersspecified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act,we report that:

(a) We have obtained all the information andexplanations which to the best of ourknowledge and belief were necessaryfor the purpose of our audit;

(b) In our opinion, proper books of accountas required by law have been kept by

the Company so far as appears from ourexamination of those books;

(c) The Balance Sheet, Statement of Profitand Loss (including other comprehensiveincome), the Cash Flow Statement andthe Statement of Changes in Equity dealtwith by this Report are in agreement withthe books of account;

(d) In our opinion, financial statementscomply with the Indian AccountingStandards specified under Section 133of the Act except IND AS 19 regarding'Employee Benefits' on account of non-provision for liability towards post-employment defined benefit plans likegratuity payable to employees asdescribed in the para j of Notes toaccounts.

(e) On the basis of written representationsreceived from the directors as on March31, 2018 and taken on record by theBoard of Directors, none of the directorsis disqualified as on March 31, 2018from being appointed as a director interms of sub-section (2) of Section 164of the Companies Act, 2013

(f) With respect to the adequacy of the internalfinancial controls over financial reporting ofthe Company and the operatingeffectiveness of such controls, refer to ourseparate report in Annexure B;

(g) With respect to the other matters to beincluded in the Auditor's Report inaccordance with Rule 11 of theCompanies (Audit and Auditors) Rules,2014, in our opinion and to the best ofour information and according to theexplanations given to us:

i. The Company did not have anypending litigation as on March 31,2018 having material impact on itsfinancial position.

ii. The Company did not have any long-term contracts including derivative


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Annexure AReferred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' Section of our Reportof even date to the Members of Kay Power And Paper Limited for the year ended on 31st March, 2018

i. a) The Company has maintained properrecords showing full particulars includingquantitative details and situation of thefixed assets.

b) As per our information and explanationsgiven to us, fixed assets have beenphysically verified by the managementduring the year and no materialdiscrepancies were noticed on suchverification.

c) The title deeds of immovable propertiesare held in the name of the company;

ii. According to information and explanationsgiven to us, the physical verification ofinventory has been conducted atreasonable intervals by the managementand no material discrepancies werenoticed during such verification.

iii. In our opinion and according to theinformation and explanations given to us,the Company has not granted any loans,secured or unsecured to companies,firms, limited liability partnerships andother parties covered in the registermaintained under Section 189 of theCompanies Act, 2013.

iv. In respect of loans, investments,guarantees, and security the provisionsof section 185 and 186 of the CompaniesAct, 2013 have been complied with.

contracts for which there were anymaterial foreseeable losses as onMarch 31, 2018.

iii. There were no amounts which wererequired to be transferred to theInvestor Education and ProtectionFund by the Company during the yearended on March 31, 2018.

iv. The reporting on disclosures relatingto Specified Bank Notes is not

applicable to the Company for theyear ended March 31, 2018.

For A C Doshi & Co.Chartered Accountants

Place : Satara CA Abhijit DoshiDate : May 28, 2018 Proprietor

Mem. No.103730FRN : 117550W

v. In our opinion and according to informationand explanations given to us, theCompany does not have any depositsaccepted from the public during the yearunder audit.

vi. The Company is maintaining cost recordsas prescribed under Section 148 (1) ofthe Companies Act, 2013. However, wehave not verified the same forcompleteness or accuracy.

vii. According to records of Company isregular in depositing with appropriateauthorities undisputed statutory duesincluding provident fund dues andProfession tax. No amount is outstandingas at 31/3/2018 for a period more than 6months from the date they becomepayable.

viii. According to information and explanationsgiven to us, no undisputed amountspayable in respect of income tax, salestax, excise duty were in arrears as at 31/3/2018 for a period more that six monthsfrom the date they became payable.According to the information andexplanations given to us and the recordsof the Company examined by us, thereare no dues of income tax, sales-tax,service-tax, value added tax, goods andservice tax with effect from July 1, 2017

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which have not been deposited onaccount of any dispute.

ix. In our opinion and according to informationand explanations given to us, theCompany had defaulted in repayment ofdues to IREDA earlier and it has madeagreement for One Time settlementscheme for the repayment of the loantaken from IREDA. The Company haspaid all instalments due as per schemeof OTS sanctioned by IREDA during theyear.

x. According to information and explanationsgiven to us The company has not raisedany moneys by way of initial public offeror further public offer (including debtinstruments) and term loans during theyear

xi. Based During the course of ourexamination of the books and records ofthe Company, carried out in accordancewith the generally accepted auditingpractices in India, and according to theinformation and explanations given to us,we have neither come across anyinstance of material fraud by the Companyor on the Company by its officers oremployees, noticed or reported during theyear, nor have we been informed of anysuch case by the Management.

xii. The company has not paid or provided forany Managerial Remuneration referred bythe provisions of section 197 read withSchedule V to the Companies Act;

xiii. The company is not a Nidhi Company;

xiv. The Company has entered intotransactions with related parties incompliance with the provisions ofSections 177 and 188 of the Act. Thedetails of such related party transactionshave been disclosed in the financialstatements as required under IndianAccounting Standard (Ind AS) 24, RelatedParty Disclosures specified underSection 133 of the Act, read with Rule 7of the Companies (Accounts) Rules,2014.

xv. The company has not made anypreferential allotment or private placementof shares or fully or partly convertibledebentures during the year under review;

xvi. Based upon the audit proceduresperformed and information andexplanations given by the management,the company has not entered into anynon-cash transactions with directors orpersons connected with him within themeaning of the provisions of section 192of Companies Act, 2013;

xvii. The company is not required to beregistered under section 45-IA of theReserve Bank of India Act, 1934.



Mem. No.103730FRN : 117550W


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Annexure - B to the Auditors' ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct, 2013 ("the Act")

We have audited the internal financial controlsover financial reporting of Kay Power and PaperLimited ("the Company") as of 31 March 2018in conjunction with our audit of the standalonefinancial statements of the Company for the yearended on that date.

Management's Responsibility for InternalFinancial Controls

The Company's management is responsible forestablishing and maintaining internal financialcontrols based on the internal control overfinancial reporting criteria established by theCompany considering the essential componentsof internal control stated in the Guidance Noteon Audit of Internal Financial Controls overFinancial Reporting issued by the Institute ofChartered Accountants of India ('ICAI'). Theseresponsibilities include the design,implementation and maintenance of adequateinternal financial controls that were operatingeffectively for ensuring the orderly and efficientconduct of its business, including adherence tocompany's policies, the safeguarding of itsassets, the prevention and detection of fraudsand errors, the accuracy and completeness ofthe accounting records, and the timelypreparation of reliable financial information, asrequired under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion onthe Company's internal financial controls overfinancial reporting based on our audit. Weconducted our audit in accordance with theGuidance Note on Audit of Internal FinancialControls over Financial Reporting (the "GuidanceNote") and the Standards on Auditing, issuedby ICAI and deemed to be prescribed undersection 143(10) of the Companies Act, 2013, tothe extent applicable to an audit of internalfinancial controls, both applicable to an audit ofInternal Financial Controls and, both issued bythe Institute of Chartered Accountants of India.

Those Standards and the Guidance Note requirethat we comply with ethical requirements andplan and perform the audit to obtain reasonableassurance about whether adequate internalfinancial controls over financial reporting wasestablished and maintained and if such controlsoperated effectively in all material respects. Ouraudit involves performing procedures to obtainaudit evidence about the adequacy of the internalfinancial controls system over financial reportingand their operating effectiveness. Our audit ofinternal financial controls over financial reportingincluded obtaining an understanding of internalfinancial controls over financial reporting,assessing the risk that a material weaknessexists, and testing and evaluating the designand operating effectiveness of internal controlbased on the assessed risk. The proceduresselected depend on the auditor's judgment,including the assessment of the risks of materialmisstatement of the financial statements,whether due to fraud or error. We believe thatthe audit evidence we have obtained is sufficientand appropriate to provide a basis for our auditopinion on the Company's internal financialcontrols system over financial reporting.

Meaning of Internal Financial Controls overFinancial Reporting

A company's internal financial control overfinancial reporting is a process designed toprovide reasonable assurance regarding thereliability of financial reporting and thepreparation of financial statements for externalpurposes in accordance with generally acceptedaccounting principles. A company's internalfinancial control over financial reporting includesthose policies and procedures that (1) pertainto the maintenance of records that, in reasonabledetail, accurately and fairly reflect thetransactions and dispositions of the assets ofthe company; (2) provide reasonable assurancethat transactions are recorded as necessary topermit preparation of financial statements in

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accordance with generally accepted accountingprinciples, and that receipts and expendituresof the company are being made only inaccordance with authorisations of managementand directors of the company; and (3) providereasonable assurance regarding prevention ortimely detection of unauthorised acquisition,use, or disposition of the company's assets thatcould have a material effect on the financialstatements.

Inherent Limitations of Internal FinancialControls Over Financial Reporting

Because of the inherent limitations of internalfinancial controls over financial reporting,including the possibility of collusion or impropermanagement override of controls, materialmisstatements due to error or fraud may occurand not be detected. Also, projections of anyevaluation of the internal financial controls overfinancial reporting to future periods are subjectto the risk that the internal financial control overfinancial reporting may become inadequatebecause of changes in conditions, or that thedegree of compliance with the policies orprocedures may deteriorate.

Opinion

In our opinion, the Company has, in all materialrespects, an adequate internal financial controlssystem over financial reporting and such internalfinancial controls over financial reporting wereoperating effectively as at 31 March, 2018 basedon the internal control over financial reportingcriteria established by the Company consideringthe essential components of internal controlstated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reportingissued by the Institute of Chartered Accountantsof India.



Mem. No.103730FRN : 117550W


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BALANCE SHEET AS AT 31ST MARCH, 2018

Particulars Note No. As at As at As at

31 March, 2018 31 March, 2017 1 April, 2016

Rupees Rupees Rupees

ASSETSNon-current assets(a) Property, Plant and Equipment 2 199488524.00 381655953.00 389050626.00(b) Capital work-in-progress 3 30000000.00 0.00 0.00(c )Other Intangible assets 2 1400.00 1400.00 1400.00(d) Financial Assets(i) Non - Current Investments 4(a) 31500.00 31500.00 31500.00(iii) Long term Loans and advances 4(b) 6936669.00 6475378.00 6145247.00(e) Other non-current assets 5 58750.00 58750.00 58750.00Current assets(a) Inventories 6 27680107.00 19063642.00 24787909.00(b) Financial Assets(i) Investments 7(a) 0.00 0.00 202648.00(ii) Trade receivables 7(b) 43637195.00 29965766.00 35792441.00(iii) Cash and cash equivalents 7(c ) 2178365.00 702618.00 1823391.00(c) Loans 8 581499.00 802807.00 4479136.00(d) Other current assets 9 95480310.00 34596600.00 0.00Total Asset s 406074319.00 473354414.00 462373048.00EQUITY AND LIABILITIESEquity(a) Equity Share capital 10 106400000.00 106400000.00 106400000.00(b) Other Equity 11 (103081897) (109731771) (128459817)LIABILITIESNon-current liabilities(a) Financial Liabilities(i) Borrowings 12(a) 123936678.00 229218575.00 269881272.00(ii) Other financial liabilities 12(b ) 93600000.00 93600000.00 93600000.00Current liabilities(a) Financial Liabilities(i) Borrowings 13(a) 646798.00 1133464.00 0.00(ii) Trade payables 13(b) 182648624.00 145067552.00 111555512.00(b) Other current liabilities 14 1670922 7129399 9126522.00(c) Provisions 15 253194.00 537195.00 269559.00Total Equity and Liabilities 406074319.00 473354414.00 462373048.00

The accompanying notes are an integral part of these financial statements

As per our report of even date For and on behalf of the Board of Director

For A.C. Doshi & Co. Niraj Chandra Deepa AgarwalChartered Accountants Chairman and Director

Managing Director DIN : 00452947DIN : 00452637

Abhijit C. Doshi Sagar Mohite Ganesh H. RotithorProprietor Company Secretary Chief Financial Officer(M. No. 103730) M. No. 25807 PAN : AJEPR0110P

Place : Satara Place : SataraDate : 28th May, 2018 Date : 28th May, 2018

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STATEMENT OF PROFIT AND LOSS FOR THE PERIOD ENDED 31ST MARCH, 2018Particulars Note No. As at As at

31 March, 2018 31 March, 2017

Rupees Rupees

Revenue From Operations 16 417360568.00 346793741.00Other Income 17 159782827.00 38666273.00Total Income 577143395.00 385460014.00EXPENSESCost of materials consumed 18 305262556.00 259527112.00Changes in inventories of finished goods,Stock-in -Trade and work-in-progress 19 987717.00 1605210.00Employee benefits expense 20 11920030.00 9169364.00Finance costs 21 1224888.00 4075890.00Depreciation and amortization expense 2 8587331.00 9062541.00Other expenses(A) Manufacturing 22(a) 59827316.00 61296346.00(B) Selling, Administrative and other Expenses 22(b) 25203585.00 21995506.00Total other expenses ( A+B) 85030901.00 83291852.00

Total expenses 413013423.00 366731969.00

Profit/(loss) before exceptional items and tax 164129972.00 18728045.00Exceptional Items 23 157480098.00 0.00Profit/(loss) before tax 6649874.00 18728045.00Tax expense:(1) Current tax 0 0(2) Deferred tax 0 0Profit (Loss) for the period from continuing operations 6649874.00 18728045.00Other Comprehensive Income 0.00 0.00Total Comprehensive Income 6649874.00 18728045.00Earnings per equity share(for continuing operation):(1) Basic 0.62 1.76(2) Diluted 0.62 1.76

Significant account policies 1

The accompanying notes are an integral part of these financial statements







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CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018

Auditor ’s Certificate - The above cash flow statement has been complied from and is based on the Auditedaccounts of Kay Power and Paper Limited, for the year ended 31st March 2018 reported upon by us on 28th May, 2018.According to the inforamtion and explanations given, the aforsaid Cash Flow Statement has been prepared pursuant toRegulatuion 34 (2) (c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015For A.C. Doshi & Co.Chartered Accountants

Abhijit C. Doshi - Proprietor (M. No. 103730) Satara, 28th May, 2018

For and on behalf of the Board of Director

Sagar Mohite Niraj Chandra Deepa AgarwalCompany Secretary Chairman and Managing Director DirectorM. No. 25807 DIN : 00452637 DIN : 00452947

Place : Satara, Ganesh H. RotithorDate : 28th May, 2018 Chief Financial Officer

PAN : AJEPR0110P

31 March, 2018 31 March, 2017Rupees Rupees

A. Cash flow Operating Activities

Net profit/(loss) Before Tax & Extra Ordinary item 6649874.00 18728045.00Adjustment for Depreciation 8587331.00 9062541.00Add expenses related to non-operating Activities 157480098.00(Loss on sale of assets)Interest and Bank Charges 0.00 0.00Operating Profit/(Loss) Before working capital changes 172717303.00 27790586.00(Increase)/Decrease in current Assets -83411587.00 -19496812.00Inventories -8616465.00 5724267.00Trade Receivable -13671429.00 5826675.00Long term Loans and advances -461291.00 -330131.00Short terms Loans and advances 221308.00 3676329.00(Increase)/Decrease in other Currrent Assets-60883710.00 -34393952.00Increase/ (Decrease) in Current Laibilities 31838594.00 31782553.00Trade payable 37581072.00 33512040.00other Laibilities -5458477.00 -1997123.00Provisions -284001.00 267636.00Cash Generated form Operations 121144310.00 40076327.00Less Tax Paid 0 0Net cash form Operating Activities 121144310.00 40076327.00

B. Cash Flow form Investing Activities 0(Purchase) / of fixed Assets -30000000.00 -1667868.00Sale of Fixed Assets 16,100,000.00 0

Net Cash Flow from Investing Activities -13900000 -1667868

C. Cash Flow From Financial ActivitiesIncrease / ( Decrease) in Borrowing -105768563.00 -39529233.00Interest Paid 0 0Share Application Money 0 0

Net Cash Flow from Financial Activities -105768563.00 -39529233.00Net Increase in Cash and cash Equivalent 1475747.00 -1120774.00cash and cash equivalents at beginning of period 702618.00 1823392.00cash and cash equivalents at End of period 2178365.00 702618.00

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STATEMENT OF CHANGES IN EQUITY AS AT 31ST MARCH, 2018(Amount in Rupees)

Equity Share Capital

Balance as at 1st April, 2016 Changes in equity share Balance as at 31st March, 2017capital during the period

10,64,00,000 0 10,64,00,000

Balance as at 1st April, 2017 Changes in equity share Balance as at 31st March, 2018capital during the period

10,64,00,000 0 10,64,00,000

Other equity

Reserves and Surplus

Share application Other Reserves Securities Retained Totalmoney pending (Special Premium Earningsallotment Capital Incentive Reserve

of Govt. ofMaharshtra)

Balance as on1st April, 2016 93600000 5000000 257136 -133716952 -128459816

Changes in accountingpolicy orprior period errors -93600000 0 0 0 0

Restated balance at thebeginning of thereporting period 0 0 0 0 0

Profit for the year 18728045 18728045

Total ComprehensiveIncome for the year31st March, 2017 0 5000000 257136 -114988907 -109731771

Dividends 0 0 0

Profit for the year 0 6649874 6649874

Balance as on31st March, 2018 0 5000000 257136 -108339033 -103081897







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NOTE 1 : SIGNIFICANT ACCOUNTINGPOLICIES

1 General InformationKay Power and Paper limited, registeredunder the company's act 1956 and havingits registered office at Gat No. 454/457,Village Borgaon Satara-415519., mainlybelongs to Paper Industry and operates inmanufacturing of Kraft paper in variouscategory. The Company's manufacturingfacilities is located at Village Borgaon,Satara.The Company is public limited companyand is listed on the Bombay StockExchange (BSE)The Financial Statements were authorisedfor issue in accordance with resolutionpassed by the Board of Directors of theCompany on May 28, 2018.

2. Summary of significant accountingpolicies

a. Basis of preparationThe standalone financial statements of theCompany have been prepared inaccordance with Ind AS notified under theCompanies (Indian Accounting Standards)Rules, 2015.For all periods up to and including the yearended 31st March 2017, the Companyprepared its Financial statements inaccordance with accounting standardsnotified under the section 133 of theCompanies Act 2013, read together withparagraph 7 of the Companies (Accounts)Rules, 2014 (Indian GAAP orPreviousGAAP). These Financialstatements for the year ended 31st March2018 are the first the Company has preparedin accordance with Ind AS. Refer note No.34for information on how the Companyadopted IndAS.The Financial statements have beenprepared on the historical cost basis exceptfor certain financial instruments that aremeasured at fair values at the end of eachreporting period, as explained in theaccounting policies below.

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2018

Fair value is the price that would be receivedto sell an asset or paid to transfer a liabilityin an orderly transaction between marketparticipants at the measurement date. Thefair value measurement is basedon thepresumption that the transaction to sell theasset or transfer the liability takes placeeither, in the principal market for the assetor liability, or in the absence of a principalmarket, in the most advantageous marketfor the asset or liability. The principal or themost advantageous market must beaccessible by the Company. The fair valueof an asset or a liability is measured usingassumptions that market participants woulduse when pricing the asset or liability,assuming that market participants act intheir economic best interest. The Companyuses valuation techniques that areappropriate in the circumstances and forwhich sufficient data are available tomeasure fair value, maximising the use ofrelevant observable inputs andminimisingthe use of unobservable inputs.All assets and liabilities for which fair valueis measured or disclosed in the standalonefinancial statements are categorised withinthe fair value hierarchy, described as follows,based on the lowest level input thatissignificant to the fair value measurementas a whole:Level 1- Quoted (unadjusted) market pricesin active markets for identical assets orliabilities;Level 2- Valuation techniques for which thelowest level input that is significant to thefair value measurement is directly orindirectly observable;Level 3- Valuation techniques for which thelowest level input that is significant to thefair value measurement is unobservable.

b. Current versus non-currentclassificationThe Company presents assets andliabilities in the balance sheet based oncurrent/non-current classification. An assetis current when it is:

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l Expected to be realised or intended to besold or consumed in the normal operatingcycle;

l Held primarily for the purpose of trading;l Expected to be realised within the operating

cycle or twelve months after the reportingperiod; or

l Cash or cash equivalent unless restrictedfrom being exchanged or used to settle aliability for at least twelve months after thereporting period.All other assets are classified as non-current.A liability is current when:

l It is expected to be settled in the normaloperating cycle;

l It is held primarily for the purpose of trading;l It is due to be settled within the operating

cycle or twelve months after the reportingperiod; or

l There is no unconditional right to defer thesettlement of the liability for at least twelvemonths after the reporting period.Deferred tax assets and liabilities areclassified as non-current assets andliabilities.Operating cycle of the Company is the timebetween the acquisition of assets forprocessing and their realisation in cash orcash equivalents. The Company's normaloperating is assumed to be twelve months.

c. Revenue RecognitionRevenue is recognised to the extent that itis probable that the economic benefits willflow to the Company and the revenue canbe reliably measured, regardless of whenthe payment is being made. Revenueismeasured at the fair value of theconsideration received or receivable, takinginto account contractually defined terms ofpayment and excluding taxes or dutiescollected on behalf of the government. TheCompany has concluded that it is theprincipal in all of its revenue arrangementssince it is the primary obligor in all therevenue arrangements as it has pricinglatitude and is also exposed to inventory

and credit risks.Excise Duty, GST/ VAT/ sales tax isexcluded from revenue.The specific recognition criteria describedbelow must also be met before revenue isrecognised.Sale of goods:Revenue from the sale of goods isrecognised when the significant risks andrewards of ownership of the goods havepassed to the buyer. Revenue from the saleof goods is measured at the fair value ofthe consideration received or receivable, netof returns.Interest incomeInterest income is accrued on a time basis,by reference to the principal outstandingand at the effective interest rate applicable.Interest income is included in other incomein the statement of profit and loss.

d. Property , plant and equipmentProperty, plant and equipment, Capital workin progress are stated at cost, net ofaccumulated depreciationand accumulatedimpairment losses, if any. Such costincludes the cost of replacing part of theproperty,plant and equipment and borrowingcosts for long-term construction projects ifthe recognition criteria are met. Whensignificant parts of the property, plant andequipment are required to be replaced atintervals,the Company depreciates themseparately based on their specific usefullives. Likewise, when a major inspection isperformed, its cost is recognised in thecarrying amount of the plant and equipmentas are placement if the recognition criteriaare satisfied. All other repair andmaintenance costs are recognized instatement of profit or loss as incurred. Nodecommissioning liabilities are expected orbe incurred on the assets of plant andequipment.Depreciation on Fixed Assets has beenprovided at the useful lives provided inSchedule II to the Companies Act, 2013 forSLM method on the opening written downvalue of the assets. No depreciation on


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remaining assets of Power Division ischarged as power division was not functionaland assets in power division remained idlefor the whole year. Depreciation on FixedAssets of Paper Division is charged for thewhole year. Depreciation on addition toFixed Assets is charged on pro-rata basisfrom date on which asset is put to use.Intangible AssetsComputer softwareCosts associated with maintaining softwareprogrammes are recognised as an expenseas incurred.Separately acquired softwareare recorded as intangible assets andamortised from the point at which the assetis available for use.Computer software: 3 years

e. InventoryInventory comprises of stock of rawmaterial, completed products for sale andwork-in-progress. Inventories valued at costor net realizable value whichever is lower.

f. Borrowing CostsBorrowing costs directly attributable to theacquisition, construction or production ofan asset that necessarily takes asubstantial period of time to get ready forits intended use or sale are capitalized aspart of the cost of the asset. All otherborrowing costs are expensed in the periodin which they occur. Borrowing costsconsist of interest and other costs that theCompany incurs in connection with theborrowing of funds.

g. TaxesCurrent taxCurrent tax comprises the expected taxpayable or receivable on the taxable incomeor loss of the year and any adjustment tothe tax payable or receivable in respect ofprevious years. It is measured using taxrateenacted or substantially enacted at thereporting date. However, due to accumulatedlosses in the books as well as income taxcomputation no income tax is required tobe paid for the year.Deferred taxDeferred tax is recognised in respect of

temporary differences between the taxbases of assets andliabilities and theircarrying amounts for financial reportingpurposes at the reporting date.Deferred taxassets are recognised for deductibletemporary differences, the carry forward ofunused tax credits and any unused taxlosses to the extent that it is probable thattaxable profit will be available against whichthose can be utilised. The differed taxassets are not recognized in the year asthere is lack of reasonable certainty thatsufficient taxable profit will beavailable toallow all or part of the deferred tax asset tobe utilized.Unrecognised deferred taxassets arere-assessed at each reportingdate and will be recognised to the extentthat it has become probable that futuretaxable profits will allow the deferred taxasset to be recovered.Deferred tax assetsand liabilities are measured at the tax ratesthat are expected to apply in the year whenthe asset is realised or the liability is settled,based on tax rates (and tax laws) that havebeen enacted or substantively enacted atthe reporting date.

h. Cash and cash equivalentsCash and cash equivalents in the balancesheet comprise cash at banks and on handand short-term deposits with an originalmaturity of three months or less, which aresubject to an insignificant risk of changesin value.

i. Provisions and Contingent liabilityProvisions are recognised when theCompany has a present obligation (legal orconstructive) as a result of a past event, itis probable that an outflow of resourcesembodying economic benefits will berequired to settle the obligation and a reliableestimate can be made of the amount of theobligation.Contingent liabilities are disclosed in theNotes. Contingent liabilities are disclosedfori. possible obligations which will beconfirmed only by future events not whollywithin the control of the Company orii. present obligations arising from past

(55)


events where it is not probable that anoutflow of resources willbe required to settlethe obligation or a reliable estimate of theamount of the obligation cannot bemade.

j. Employee benefitsShort-term obligationsShort-term employee benefit are expensedas the related service is provided. Liabilitiesfor wages and salaries, including non-monetary benefits that are expected to besettled wholly within one year after the endof the period in which the employees renderthe related service are the end of thereporting periodand are measured at theamounts expected to be paid when theliabilities are settled. The liabilities arepresented as current employee benefitobligations in the balance sheet.Post-employment obligationsThe Company operates the following post-employment schemes:i. defined benefit plans such as gratuity andii. defined contribution plans such asprovident fundDefined benefit plansThe liability for defined benefit obligationtowards gratuity is recognised in the yearof payment and in view of the heavyaccumulated losses and due to the smalleligible staff strength, no actuarial workingis taken to avoid extra expenditure for it.Theliability or asset in respect of defined benefitgratuity plans is not recognised in thebalance sheet.Defined contribution plansThe Company pays provident fundcontributions to publicly administeredprovident funds as per local regulations. Thegroup has no further payment obligationsonce the contributions have been paid. Thecontributions are accounted for as definedcontribution plans and the contributions arerecognised as employee benefit expensewhen they are due.

k. Financial instrumentsFinancial assetsInitial recognition and measurement

All financial assets are recognised initiallyat fair value.The classification depends on theCompany's business model for managingthe financial asset andthe contractual termsof the cash flows. The Company classifiesits financial assets in the followingmeasurement categories:i. those to be measured subsequently atfair value (either through othercomprehensive income, or through profit orloss),ii.those measured at amortised cost, andSubsequent measurementFor assets measured at fair value, gainsand losses will either be recorded in profitor loss or other comprehensive income. Forinvestments in equity instruments, this willdepend on whether the Company has madean irrevocable election at the time of initialrecognition to account for the equityinvestment at fair value through othercomprehensive income. All other financialassets are measured at amortised cost,using the effective interest rate (EIR)method. Amortised cost is calculated bytaking into accountany discount or premiumon acquisition and fees or costs that arean integral part of the EIR. The EIRamortisation is included in finance incomein the statement of profit or loss.Impairment of financial assetsThe Company applies expected credit loss(ECL) model for measurement andrecognition of impairment loss financialassets that are not fair valued.The Company follows 'simplified approach'for recognition of impairment loss for tradereceivables and lease receivables resultingfrom transactions within the scope of IndAS 17 that have no significant financingcomponent. The application of simplifiedapproach does not require the Company totrack changes in credit risk. Rather, itrecognises impairment loss allowancebased on life time ECLs at each reportingdate, right from its initial recognition.For all other financial assets, expectedcredit losses are measured at an amount


(56)

equal to the 12-month ECL, unless therehas been a significant increase in credit riskfrom initial recognition in which casethoseare measured at life time ECL.The amount of expected credit losses (orreversal) that is required to adjust the lossallowance at the reporting date to theamount that is required to be recognized,is recognized under the head 'otherexpenses' in the statement of profit andloss.The Company does not have anypurchased or originated credit-impaired(POCI) financial assets, i.e., financialassets which are credit impaired onpurchase/ origination.De-recognition of financial assetsThe Company derecognizes a financialasset when -i. the contractual rights to the cash flowsfrom the financial asset expire or it transfersthe financial asset and the transfer qualifiesfor de-recognition under IND AS 109.ii. it retains contractual rights to receive thecash flows of the financial asset butassumes a contractual obligation to pay thecash flows to one or more recipients.When the entity has neither transferred afinancial asset nor retained substantially allrisks and rewards of ownership of thefinancial asset, the financial asset is de-recognised if the Company has not retainedcontrol of the financial asset. Where theCompany retains control of the financialasset, the asset is continued to berecognised to extent of continuinginvolvement in the financial asset.Financial liabilitiesInitial recognitionAll financial liabilities are recognized initiallyat fair value and, in the case of loans andborrowings and payables, net of directlyattributable transaction costs.Subsequent measurementThe subsequent measurement of financialliabilities depends on their classification, asdescribed below:

Trade and other payablesThese amounts represent liabilities forgoods and services provided to theCompany prior to the end of financial yearwhich are unpaid. The amounts areunsecured and are usually paid within 30days of recognition. Trade and otherpayables are presented as current liabilitiesunless payment is not due within one yearafter the reporting period. They arerecognised initially at their fair value andsubsequently measured at amortised costusing the effective interest method.BorrowingsBorrowings are initially recognised at fairvalue, net of transaction costs incurred.Borrowings are subsequently measured atamortised cost. Any difference between theproceeds (net of transaction costs)and theredemption amount is recognised in profitor loss over the period of the borrowingsusing the effective interest method. Feespaid on the establishment of loan facilitiesare recognised as transaction costs of theloan to the extent that it is probable thatsome or all of the facility will be drawn down.In this case, the fee is deferred until thedraw down occurs. To the extent there isno evidence that it is probable that some orall of the facility will be drawn down, the feeis capitalised as a prepayment for liquidityservices and amortised over the period ofthe facility to which it relates.Borrowings are de-recognised when theobligation specified in the contract isdischarged, cancelled or expired. Thedifference between the carrying amount ofa financial liability that has beenextinguished or transferred to another partyand the consideration paid, including anynon-cash assets transferred or liabilitiesassumed, is recognised in profit or loss asother gains/(losses).Borrowings are classified as currentliabilities unless the group has anunconditional right to defer settlement of theliability for at least one year after thereporting period. Where there is a breachof amaterial provision of a long-term loan

(57)


arrangement on or before the end of thereporting period with the effect that theliability becomes payable on demand onthe reporting date, the entity does notclassify the liability as current, if the lenderagreed, after the reporting period and beforethe approval of the financial statements forissue, not to demand payment as aconsequence of the breach.

l. Earnings per shareThe basic earnings per share is computedby dividing the net profit for the yearattributable equity shareholders by theweighted average number of equity sharesoutstanding during the period. TheCompany does not have any potentialequity share or warrant outstanding for theperiods reported, hence diluted earnings pershare is same as basic earnings per shareof the Company.

m. Segment reportingOperating segments are reported in amanner consistent with the internalreporting provided to the chief operatingdecision maker. The Board of Directors ofthe Company, assesses the financialperformance andposition of the Company,and makes strategic decisions. The Boardof Directors is therefore considered to bethe chief operating decision maker.

n. Standards issued but not yet effectiveAppendix B to Ind AS 21, foreign currencytransactions and advance consideration:On March 28, 2018, Ministry of CorporateAffairs ("MCA") has notified the Companies(Indian Accounting Standards) AmendmentRules, 2018 containing Appendix B to IndAS 21, Foreign currency transactions andadvance consideration which clarifies thedate of the transaction for the purpose ofdetermining the exchange rate to use oninitial recognition of the related asset,expense or income, when an entity hasreceived or paid advance consideration in aforeign currency. The amendment will comeinto force from April 1, 2018. The Companyis in process of evaluating the impact onthe financial statements.

Ind AS 115- Revenue from Contract withCustomers:On March 28, 2018, Ministry of CorporateAffairs ("MCA") has notified the Ind AS 115,Revenue from Contract with Customers.The core principle of the new standard isthat an entity should recognize revenue todepict the transfer of promised goods orservices to customers in an amount thatreflects the consideration to which the entityexpects to be entitled in exchange for thosegoods or services. Furtherthe new standardrequires enhanced disclosures about thenature, amount, timing and uncertainty ofrevenue and cash flows arising from theentity's contracts with customers. Thestandard permits two possible methods oftransition:

1. Retrospective approach - Under thisapproach the standard will be appliedretrospectively to each prior reporting periodpresented in accordance with Ind AS 8-Accounting Policies, Changes inAccounting Estimates and Errors.

2. Retrospectively with cumulative effect ofinitially applying the standard recognizedat the date of initial application (Cumulativecatch - up approach).The effective date for adoption of Ind AS 115is financial periods beginning on or afterApril 1, 2018.

o. Critical estimated and judgementsi Impairment of Trade receivablesThe Company estimates the uncollectabilityof accounts receivable by analyzinghistorical payment patterns, customerconcentrations, customer credit-worthinessand current economic trends. If the financialcondition of a customer deteriorates,additional allowances may be required.ii Income TaxesSignificant judgments are involved indetermining the provision for income taxes,including amount expected to be paid/recovered for uncertain tax positions.


(58)

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(61)



As at As at As at

31st March 2018 31st March 2017 1st April, 2016

NOTE 3. CAPITAL WORK IN PROGRESSOpening balance 0.00 0.00 0.00Add: Additions during the year 30000000.00 0.00 0.00Less:-Capitlised during the year 0.00 0.00 0.00Closing balance 30000000.00 0.00 0.00

NOTE 4: NON-CURRENT FINANCIAL ASSETS

Note 4 (a). Non-current Investment"1500 Equity shares of Rs. 10/- each of“National General Industries Ltd. " 22500.00 22500.00 22500.00

"900 equity shares of Rs.10 /- each of“Ambala Cement Ltd. " 9000.00 9000.00 9000.00

Total 4(a) 31500.00 31500.00 31500.00

Note 4(b): Long T erm Loans and AdvancesSundry Deposits ( Pune Mumbai Court ) 23000.00 23000.00 23000.00Deposits with irrigation Dept. 35000.00 35000.00 35000.00Security deposits with Delhi High Court 2944900.00 2944900.00 2944900.00M.S.E.D.C.L. Deposits (Lift Scheme) 42130.00 42130.00 42130.00M.S.E.D.C.L. Deposits (HT Connection) 3506180.00 3234680.00 2806120.00Telephone Deposits 25027.00 25027.00 25027.00Imprest 21017.00 16981.00 70193.00TDS Receivable 65467.00 49347.00 22516.00TCS Receivable 14697.00 0.00 0.00Sunstar Securities 94813.00 94813.00 94813.00Prepaid Factory Licence Fee 137238.00 0.00 42000.00Margin Money Receiveble From Sicom 0.00 0.00 30048.00Indian Infoline Commodities Ltd 9500.00 9500.00 9500.00Staff Advance 17700.00 0.00 0.00

Total 4 (b) 6936669.00 6475378.00 6145247.00

NOTE 5: OTHER NON CURRENT ASSETS

Balances with scheduled bank in fixed deposits 33750.00 33750.00 33750.00

Fixed Deposit as security forbank gaurantee for MPCB 25000.00 25000.00 25000.00

Total (5) 58750.00 58750.00 58750.00


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As at As at As at


NOTE 6: INVENTORIES

Tools and spares (Valued at cost price) 4684374.00 4512077.00 3975463.00

Raw Material (Valued at cost price) 22253132.00 12840169.00 17662638.00

Finished goods (Valued at cost of production) 556881.00 1544598.00 3149808.00

Oil And Lubricants 185720.00 166798.00 0.00

Total (6) 27680107.00 19063642.00 24787909.00

NOTE 7: CURRENT FINANCIAL ASSETS

Note 7(a): Current Investment

Accrued Income 0.00 0.00 202648.00

Total 7 (a) 0.00 0.00 202648.00

Note 7(b):T rade Receivable

(Unsecured and considered goods)

Outstanding over six months 376634.00 376634.00 376634.00

Others 43260561.00 29589132.00 35415807.00

Total 7 (b) 43637195.00 29965766.00 35792441.00

Note 7(c ): Cash and Bank Balances

Cash in hand 98651.00 171243.00 350713.00

Balances with bank 2079714.00 531375.00 1472678.00

Total 7(c ) 2178365.00 702618.00 1823391.00

NOTE 8: SHORT TERM LOANS AND ADVANCES

Balances with statutory / public authoritiesadvance recoverable in cash or in kind orfor value to be recoverable 581499.00 802807.00 4479136.00

Total (8) 581499.00 802807.00 4479136.00

NOTE 9: OTHER CURRENT ASSETS

Other Current Asset 95480310.00 34596600.00 0.00

Total (9) 95480310.00 34596600.00 0.00

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As at As at As at


NOTE 10 : SHARE CAPITAL Rupees Rupees Rupees

AUTHORISED, ISSUED AND PAID-UP

1,50,00,000 equity share of Rs.10/- each 150000000.00 150000000.00 150000000.00

"Issued, subscribed and fully paid up

“shares 10640000 equity shares

of Rs. 10 /- each " 106400000.00 106400000.00 106400000.00

Total (10) 106400000.00 106400000.00 106400000.00

Movements in equity share capital No. of Shares Amount

As at 1st April, 2016 10640000 106400000

Share issued during the year 0.00 0

Shares brought back during the year 0.00 0

Redemptions of Shares 0.00 0

As at 31st March, 2017 10640000 106400000

Share issued during the year 0.00 0

Shares brought back during the year 0.00 0

Redemptions of Shares 0.00 0

As at 31st March, 2018 10640000 106400000

a. Terms /right s att ached to equity shares

The company has only one class of equity shares at par value of Rs. 10/- per share. Each holder of equityshares is entitled to one vote per share. In the event of liquidation of the company, the holders of equityshares will be entitled to receive remaining assets of the company, after distribution of all preferantialamount. the distribution will be in proporation to the number of equity shares held by the shareholders.

b. Detiails of shareholdiers holding more than 5% shares in the company (Equity shares of Rs. 10/- Fullypaid )

31st March 2018 31st March 2017

Sr. Name of Shareholders No of Shares % of No of Held % of No. Held Holding Shar Holding

1. Mr.Niraj Chandra 1652100 15.53% 1652100 15.53%

2. Mrs.Usha Gupta 1177100 11.06% 1177100 11.06%

3. Mrs.Deepa Agarwal 741100 6.97% 741100 6.97%

4. Mr.Sushil Chandra 675100 6.34% 675100 6.34%


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As at As at As at


NOTE 11: OTHER EQUITYSecurities Premium Account* 257136 257136.00 257136.00

Special capital incentive of Govt.of Maharashtra 5000000 5000000.00 5000000.00

Balance as per last balancesheet (114988907) (133716952) (144385857)

Surplus as per statement of Profit and loss 6649874.00 18728045.00 15926040.00

Total (11) (103081897) (109731771) (128459817)

*Securities Premium Reserve is premium on issue of shares. The reserve is utilised in accordance withthe Provisions of the companies act 2013

NOTE 12: NON-CURRENT FINANCIAL LIABILITIES

Note 12(a): Long T erm Borrowings

"Term loan from Indian renewable energy 0.00 39807859.00 70537859.00

“development agency ltd. (IREDA) ( Secured by

First Mortgage and charge on all fixed assets

both movable and immovable of the company)"

Sub-Total 0.00 39807859.00 70537859.00

Unsecured Loan

Intercorporate Deposits (The terms of repaymentof these deposits are not defined) 76687009.00 114487009.00 114487009.00

Diferred liability for sales tax (Maharashtra salestax department has granted facility of differal ofsales tax liability under package scheme ofincentive) 47249669.00 74923707.00 84856404.00

Sub-Total 123936678.00 189410716.00 199343413.00

Total 12 (a) 123936678.00 229218575.00 269881272.00

Note 12(b) : Other financial liabilities

Pending for Refund- Share Application Money 93600000.00 93600000.00 93600000.00

Total 12(b) 93600000.00 93600000.00 93600000.00

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As at As at As at


NOTE 13 : CURRENT FINANCIAL LAIBILITIESNote 13(a): Short term borrowingsHDFC Bank Vehicle Loan 646798.00 1133464.00 0.00[(Toyota Innova), MH-11 BV -6217

Total 13(a) 646798.00 1133464.00 0.00Note 13(b) : T rade PayablesDue to Micro, Small and medium Enterprises*Others 182648624.00 145067552.00 111555512.00

Total 13(b) 182648624.00 145067552.00 111555512.00

* In absence of any information from the vendors with regard to their registration under the micro, smalland medium Enterprise Development act 2006, unable to determine, but the payments are released withincredit extended by the vendors and there is no liability towards interest on delayed payments during theyear under the said act. There is also no amount of outstanding interest in this regard brought forward fromprevious year

NOTE 14 : OTHER CURRENT LIABILITIES

Salary Payables 393132.00 334408.00 323292.00

Wages Payables 439634.00 435383.00 290318.00

TDS Constractors Payable 124684.00 88389.00 7007.00

Imprest Account 405913.00 1984651.00 0.00

TDS Salary Payable 9700.00 17540.00 9820.00

Vat Payable 0.00 4267528.00 6524530.00

Excise Duty Payable 0.00 0.00 1971555.00

Staff Advance 0.00 1500.00 0.00

Interest Payable 297859.00 0.00 0.00

Total (14) 1670922.00 7129399.00 9126522.00

NOTE 15 : OTHER SHORT TERM PROVISIONS

Labour charges payables 160935.00 189272.00 231264.00

Professional tax payables 7850.00 7000.00 4250.00

Unpaid wages 0.00 20832.00 11669.00

Unpaid Salary 0.00 0.00 3250.00

Employees PF Payables 10104.00 11118.00 3228.00

Water charges payable 69466.00 297162.00 15898.00

ESIC Payable 4839.00 11811.00 0.00

Total (15) 253194.00 537195.00 269559.00


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As at As at

31st March 2018 31st March, 2017NOTE 16 : REVENUE FROM OPERATION (GROSS) Rupees RupeesKraft PaperGross Sales 424013851.00 367919985.00Less . Excise Duty 6653283.00 21234512.00Net Sales 417360568.00 346685473.00Misc Sale 0.00 121802.00Less . Excise Duty 0.00 13534.00

108268.00Total (16) 417360568.00 346793741.00

NOTE 17 : OTHER INCOMEForeign Exchange Rate Diff. 909335.00 146844.00Account Written Off 771464.00 105155Interest Received 354930.00 394053.00Sundry Income 870440.00 0.00Profit on Trading in Shares 156876658.00 38020221.00

Total (17) 159782827.00 38666273.00

NOTE 18 : COST OF MATERIAL CONSUMEDRaw Material ConsumedOpening Stock 12840169.00 17662638.00Add. Purchases 314675519.00 254704643.00Less. Closing Stock 22253132.00 12840169.00

Total (18) 305262556.00 259527112.00

NOTE 19 : CHANGES IN INVENTORIES OF FINISHED GOODS,WORK -IN - PROGRESS AND STOCK - IN - HANDStock at openingFinished goods 1544598.00 3149808.00Less. Stock at closingFinished goods 556881.00 1544598.00

Total (19) 987717.00 1605210.00

NOTE 20 : EMPLOYEE BENEFIT EXPENSESSalary and wages 11633174.00 9112317.00Welfare Expenses 6505.00 545.00Contribution to P.F. 116514.00 46171.00ESI Contribution 163837.00 10331.00

Total (20) 11920030.00 9169364.00


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As at As at

31st March 2018 31st March, 2017NOTE 21 : FINANCE COSTBank Charges / commission /Intrest 1224888.00 4075890.00

Total (21) 1224888.00 4075890.00

NOTE 22 : OTHER EXPENSESNote 22(a) Manufacturing ExpensesCarriage Inward 1010428.00 609571.00Power & Fuel 40082920.00 39828078.00Repairs and Maintainance 9106054.00 10385861.00Other Manufacturing Expenses 9627914.00 10472836.00

Total 22(a) 59827316.00 61296346.00

(b) Selling and Administrative ExpensesCDSL Issuer Fees 45000.00 55510.00Legal & Professional Fees 231646.00 535863.00Packing & Forwarding 3429.00 32181.00ROC Filing Fees 6000.00 4815.00Directors Sitting Fees 18000.00 22000.00Factory Licence Fees 68619.00 42000.00Boiler Inspection Fees 6300.00 0.00BSE Listing Fees 250000.00 200000.00Audit Fees 25000.00 35000.00Membership & Subscription 15000.00 600.00Excise Duty Expenses 0.00 4860.00MPCB Cess / Testing Fees 0.00 4020.00Professional tax - company 2500.00 2500.00Printing & Stationary 170822.00 164141.00Postage & Telephone Expenses 225274.00 104856.00Insurance 223297.00 235082.00Rent, Rates & Taxes 258245.00 395639.00Carbon Credit Expenses 0.00 235427.00Dealer Discount 20217117.00 16395531.00Vehicle Repairs & Maintainance 252423.00 309185.00Fuel for vehicle 156442.00 159599.00Kraft Paper Loading charges 1162111.00 1138333.00Advertisement Charges 25780.00 22700.00Local Conveyance 78354.00 79483.00Travelling Expenses 135217.00 95083.00



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As at As at

31st March 2018 31st March, 2017


Miscellaneous Office Expenses 105916.00 918648.00Drinking Water Charges 34200.00 44700.00Professional tax - Directors 2500.00 2500.00Water Charges 798377.00 659557.00E-Voting Charges 29641.00 2500.00Swach Bharat Cess 6412.00 25380.00Krishi Kalyan Cess 6408.00 20438.00Custodian Fees 0.00 30000.00Weigh Bridge Insp.Fees 3150.00 8150.00Appeal Fees 0.00 9225.00Labour Court Satara 112225.00 0.00Vat Assessment Charges 125680.00 0.00Commission and Brokrage 402500.00 0.00

Total 22(b) 25203585.00 21995506.00

Total 22(a)+22(b) 85030901.00 83291852.00

NOTE 23 : EXCEPTIONAL ITEMLoss on sale of old assets(Refer Note no. 25 of note on financial Statement) 157480098.00 0.00

Total (23) 157480098.00 0.00

NOTE 24 : CONTINGENT LIABILITIES : Gurarntee executed in favour of customs for EPCG has been expiredand unascertained duty for unfulfilled export obligation is outstanding.

NOTE 25 : Loss on sale of assets of power Division and paper division of the company -During the Year the company has closed its power division and Major part of machinery was disposed offby way of sale. Building used for power division was also scrapped. Old machinery in paper division whichwas not in use was also disposed off duirng the year. These items of property, plant and equipments arederecognised on their disposal. The company incurred loss on sale of these assets. Loss arising fromderecognition of assets is included in profit and loss account as exeptional item as per provisions of INDAS -16.

NOTE 26 : Net deferred tax has not been recognised in view of uncertainty about future taxable incomeagainst asset which the deferred tax asset can be realised.

NOTE 27 : C.I.F. value of imported west paper Rs.1,27,83,287.12 (Rs. 74,48,752 .00)

NOTE 28 : The company has carried out trading in shares and derivative transactions during the year. It hasearned net profit are reducing expenses incurred for share trading of Rs.1568.76 Lakhs. The profit istreated as other income in profit and loss account. Value of share held in company's name for sale as on31/03/2018 and amount receivable from broker aginst share transactions are shown as other currentassets.

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NOTE : 29 FAIR VALUE MEASUREMENTFinancial Instruments by category:-

Particulars 31st March, 2018 31st March, 2017 1st April, 2016

FVTPL FVOCI Amortised FVTPL FVOCI Amortised FVTPL FVOCI AmortisedCost Cost Cost

Financial AssetsInvestmentEquity Instruments 31500.00 31500.00 31500.00Trade receivables 43637195.00 29965766.00 35792441.00Cash and cashequivalents 2178365.00 702618.00 1823391.00Other bank balances 58750.00 58750.00 58750.00Derivative FinancialassetsSecurity depositsLoans 7518168.00 7278185.00 10624383.00Others 95480310.00 34596600.00 0.00Total Financial assets 31500.00 148872788.00 31500.00 72601919.00 31500.00 48298965.00Financial liabilitiesBorrowings 124583476 230352039 269881272Public DepositsDeferral Sales TaxTrade payables 182648624 145067552 111555512Capital creditorsSecurity deposits takenOther Financial liabilities 95270922 100729399 102726522Total Financial liabilities 402503022 476148990 484163306

i) This section explains the judgements and estimates made in determining the fair values of the financialinstruments that are recognised and measured at fair value. To provide an indication about the reliability ofthe inputs used in determining fair value, the company has classified its financial instruments into threelevels prescribed under the accounting standard. An explanation of each level follows underneath thetable.the following table provides the fair value measurement hierarchy of the company’s financial assets andliabilities that are measured at fair value or where the fair value disclosure is required.

Financial Assets and Liabilities Notes Level 1 Level 2 Level 3 totalmeasured at fair value - recurringfair value measurement at31st March, 2018Financial AssetsFinancial Investment at FVPL 4(a)Equity Instruments 31500 31500Total Financial Assets 31500 31500Financial Liabilities 0 0 0 0Total Financial Liability 0 0 0 0



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Level- 3 If one or more of the significant is no based on observable data. The instrument is included in levelthree. This is the case for unlisted equity securities.

(ii) Valuation technique used to determine fair valueThe following methods and assumptions were used to estimate the fair value of the level 3 financialinstruments included in the above tables:The investment in unquoted equity instrument represents investment in equity shares of Ambala CementsLtd and National General Industries Ltd. The fair value arrived at is after taking into account the relevantfinancial indicators of the respective companies.(iii) As per Ind AS 107 “Financial Instrument: Disclosure”, fair value disclosures are not required when thecarrying amounts reasonably approximate the fair value. Accordingly fair value disclosures have not beenmade for the following financial instruments:-1. Trade receivables2. Cash and cash equivalent3. Other bank balances4. Security deposits5. Borrowings6. Trade payables7. Employee dues8. Other payables

NOTE 30: FINANCIAL RISK MANAGEMENTThe Company's business activities are exposed to a variety of financial risks, namely liquidity risk,marketrisks and credit risk. The Company's senior management has the overall responsibility for establishingand governing the Company's risk management framework. The Company has constituted a RiskManagement Committee, which is responsible for developing and monitoring the Company's riskmanagement policies. The Company's risk management policies are established to identify and analyzethe risks faced by the Company, to set and monitor appropriate risk limits and controls, periodically reviewthe changes in market conditions and reflect the changes in the policy accordingly. The key risks andmitigating actions are also placed before the Audit Committee of the Company.

a. MANAGEMENT OF CREDIT RISKCredit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet itscontractual obligations and arises principally from the company's receivables from customers

i) Trade receivables:-Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. Themaximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to436.37 lakhs and 299.66 lakhs as of 31 March 2018 and 31 March 2017, respectively. Trade receivablesare typically unsecured and are derived from revenue earned from customers located in India. Credit riskhas always been managed by the company through credit approvals, establishing credit limits and

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continuously monitoring the credit worthiness of customers to which the Company grants credit terms inthe normal course of business.The company have stop supply mechanism in place in case outstanding goes beyond agreed limits.Based on prior experience and an assessment of the current economic environment, management believesthere is no further credit risk provision required.

ia.Ageing Analysis of Trade Receivables Rs. In Lakhs

Particulars 31/03/2018 31/03/2017 01/04/2016

More Than 6 months 3.77 3.77 3.77Others 432.61 295.89 354.16

ib. Other financial assets:-Credit risk on cash and cash equivalents is limited as the company generally invests in deposits withbanks and financial institutions with good reputation. The Company's maximum exposure to credit risk isthe carrying value of each class of financial assets.

b. MANAGEMENT OF LIQUIDITY RISKLiquidity risk is the risk that the Company will face in meeting its obligations associated with its financialliabilities. The Company's approach in managing liquidity is to ensure that it will have sufficient funds tomeetits liabilities when due without incurring unacceptable losses or risking damage to company'sreputation. In doing this, management considers both normal and stressed conditions.Managementmonitors the rolling forecast of the company's liquidity position on the basis of expected cash flows. Thismonitoring includes financial ratios and takes into account the accessibility of cash and cash equivalents.The company has access to funds from debt markets through loan from banks .The company invests itssurplus funds in bank deposits.The following table shows the maturity analysis of the Company's financial liabilities based on contractuallyagreed undiscounted cash flows along with its carrying value as at the Balance Sheet date.

Particulars Contractual Cash FlowsAs on 31/03/2018 Rs. In Lakhs

Financial Liabilities Carrying Value Total Within 1-5 Years More than12 months 5 Years

Non- CurrentBorrowings 1239.37 1239.37 1239.37Other Financial Liabilities 936.00 936.00 936.00CurrentShort Term Borrowings 6.47 6.47 6.47Trade Payables 1826.49 1826.49 1826.49Other Current Liabilities 1.67 1.67 1.67



Non- CurrentBorrowings 2292.18 2292.18 398.08 1894.10Other Financial Liabilities 936.00 936.00 936.00CurrentShort Term Borrowings 11.33 11.33 4.86 6.47Trade Payables 1450.68 1450.68 1450.68Other Current Liabilities 71.29 71.29 71.29



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Non- CurrentBorrowings* 2698.81 2698.81 2698.81Other Financial Liabilities 936.00 936.00 936.00CurrentShort Term BorrowingsTrade Payables 1115.56 1115.56 1115.56Other Current Liabilities 91.26 91.26 91.26


* Borrowing includes Inter-Corporate deposits. Repayment period of ICDs is not stipulated but it is assumed that they willbe repaid over a period of five years.

c. MANAGEMENT OF MARKET RISK:

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate becauseof fluctuation in market prices. These comprise three types of risk i.e. currency rate, interest rate and otherprice related risks. Financial instruments affected by market risk include loans and borrowings,deposits,investments, and derivative financial instruments.Regular interaction with bankers, intermediariesand the market participants help us to mitigate such risk.

i) Foreign currency risk

The company makes payment in foreign currency for material imported. The transactions in foreign currencyconstitute very small proportion of total transaction. Hence, foreign exchange risk is not material marketrisk to the Company. During the period under audit or in comparative period presented the company hasnot made any derivative financial instruments related transaction to cover foreign exchange risk or otherwise.

The company did not have any unhedged foreign currency exposure as on 31/03/2018 or any other earliertwo preceding years.

ii) Interest rate risk exposure

Interest rate risk is the risk that the fair value or future cash flows on a financial instrument will fluctuatebecause of changes in market interest rates. The management is responsible for the monitoring of thecompany's interest rate position. Various variables are considered by the management in structuring thecompany's investment to achieve a reasonable competitive cost of funding. Only interest bearing loanoutstanding is small amount of loan against vehicle bearing fixed interest. The company has not borrowedany other funds bearing interest.

NOTE 31 : CAPITAL MANAGEMENT

(a) Risk management

The Company's capital comprises equity share capital, share premium, retained earnings

and attributable to equity holders.

The Company's objectives when managing capital are to safeguard their ability to continue as a goingconcern, so that they can continue to provide returns for shareholders and benefits for other stakeholders,and maintain an optimal capital structure to reduce the cost of capital.

The company had incurred heavy loss in past resulting in complete erosion of its net worth. Net worth hasturned position as on 31/03/2018. But the company is not yet in position to pay dividend to share holder.

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NOTE 32 : CONSUMPTION OF RAW MATERIAL FOR THE YEAR 2017-2018

Consumption of Raw Material for 2017-2018Item Name Opening Stock Purchases Total Consumption Closing Stock

Qty Value Qty Value Qty Value Qty Value Qty Value

Bagasse 1274 3250788 6683 13949545 7957 17200333.00 5358 11587104 2599 5613229

(2742) ( 5805435 ) (6500) (17776050) (9242) (23581485) (7968) (20330697) (1274) (3250788)

Firewood 4071 7593258 7267 14067809 11338 21661067.00 5717 10923006 5621 10738061

(2265) (4064646) (6622) (12532535) (8887) (16597181) (4816) (9003923) (4071) (7593258)

Coal 0 0 0 0 0 0.00 0 0 0 0

(0) (0) (331) (1519041) (331) (1519041) (331) (1519041) (0) (0)

Indian Waste 28 359889 17104 258858464 17132 259218353.00 17033 257701224 99 1517129

Paper (411) (5227182) (15734) (203711925) (16145) (208939107) (16118) (208579218) (28) (359889)

Imported Waste 57 1038628 725 16013915 782 17052543.00 607 13243155 175 3809388

Paper (77) (1580445) (587) (8873543) (664) (10453988) (607) (9415360) (57) (1038628)

Chemicals 0 437231 0 6917014 0 7354245.00 0 6946068 0 408177

(0) 832869 (0) (5989075) (0) (6821944) (0) (6384713) (0) (437231)

Packing Material 0 160375 0 4868772 0 5029147.00 0 4861999 0 167148

(0) (152061) (0) (4302474) (0) (4454535) (0) (4294160) (0) (160375)

Total 5430 12840169 31779 314675519 37209 327515688 28715 305262556 8494 22253132

( 5495 ) (17662638) (29774) (254704643) (35269) (272367281) (29840) (259527112) (5430) (12840169)


NOTE 33 : RELATED PARTY DISCLOSURE :List of the parties with whom transactions have taken place during the year. -

a. Related Parties

1) Kay Bouvet Engineering Ltd. - Unit I & III,

2) Kay Nitroxygen Pvt Ltd.

b. Key Management Personnel -

1) Mr. Niraj Chandra, Chairman and Managing Director

2) Mrs. Deepa Agarwal, Director & Relative

3) Mr. Sagar Mohite, Company Secretary

4) Mr. Ganesh Hari Rotithor, Chief Financial Officer

1) Details of Transactions are as follows :-

a) Transactions with Related Parties (Companies) (Rs.In lac)

Purchases Services

1) Kay Bouvet Engineering Ltd. 6.14 1.35

2) Kay Nitroxygen Pvt Ltd. 0.52 0

Material Related party transactions on arm's length basis

Purchases Services

Kay Bouvet Engineering Ltd. 354.00* 0.00

*This Material Related Party Transaction is approved by shareholders in the Annual General Meeting heldon 19th Sept, 2016.


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b) Transaction with Key Managerial Personnel - NIL,

2) Outstanding Balance as on 31.03.2018 : Rs. in Lakhs

a) Related Parties (Companies) - Rs. 1074.47/-

b) Key Management Personnel - NIL

There are no loans and advances given in the nature of loans to above mentioned related parties.

c) Payment to Statutory Auditor

Particular 2017-18 2016-17

For Audit Fee 25,000/- 25,000/-

NOTE 34: FIRST TIME ADOPTION OF IND AS

These are the company's first financial statement prepared in accordance with Ind AS. For periods

up to and including the year ended 31st March 2017, the Company prepared its financial statements inaccordance with accounting standards notified under section 133 of the Companies Act 2013, read to-gether with paragraph 7 of the Companies (Accounts) Rules, 2014 (Previous GAAP or Indian GAAP).Theaccounting policies set out in Note 1 have been applied in preparing the financial statements for the yearended 31 March 2018, the comparative information presented in these financial statements for the yearended 31 March 2017 and in the preparation of an opening Ind AS balance sheet at 1st April 2016 (Company'stransition date). In preparing its opening Ind AS balance sheet, the Company has adjusted the amountsreported previously in financial statements prepared in accordance with Previous GAAP. An explanation ofhow the transition from previous GAAP to Ind AS has affected the company's financial performance andcash flows is set out in the following tables and notes.

Ind AS 101 allows first-time adopters certain exemptions/exception from the retrospective application ofcertain requirements under Ind AS. The Company has applied the following exemptions/exception:

(a) Exemptions from full retrospective application:

aa. Business combinations :-

Ind AS 101 provides the option to apply Ind AS 103 prospectively from the transition date or from a specificdate prior to the transition date. This provides relief from full retrospective application that would requirerestatement of all business combinations prior to the transition date.The Company does not have anybusiness combination occurring after its transition date. Business combinations occurring prior to thetransition date have not been restated.

ab. Deemed cost:-

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its Property,plantand equipment as recognised in the financial statements as at the date of transition to Ind AS,measured asper the previous GAAP and use that as its deemed cost as at the date of transition aftermaking necessaryadjustments for de-commissioning liabilities This exemption can also be used for Intangible assetscovered by Ind AS 38.

Accordingly, the Company has elected to measure all of its Property, plant and equipment and Intangibleassets at the Previous GAAP carrying value as on transition date.

ac. Leases

Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains alease.In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract orarrangement. Ind AS 101 provides an option to make this assessment on the basis of facts and circum-stances existing at the date of transition to Ind AS, except where the effect is expected to be not material.

The Company does not have any lease assets.


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(b) Mandatory exceptions:ba. (i) EstimatesAn entity's estimate on the date of transition to Ind AS shall be consistent with estimates made for the samedate in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies),unless there is objective evidence that those estimates were in error.Ind AS estimates as at 1st April 2016 are consistent with the estimates as at the same date made incon-formity with previous GAAP. The Company made estimates for following items in accordance with Ind AS atthe date of transition as these were not required under previous GAAP:- Investment in equity instruments carried at FVPL;- Impairment of financial assets based on expected credit loss model; and- Fair valuation of financial assets and liabilitiesbb. (ii) Derecognition of financial assets and financial liabilitiesInd AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectivelyfor transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101allows a first-timeadopter to apply the de-recognition requirements in Ind AS -109 retrospectively from adate of the entity'schoosing, provided that the information needed to apply Ind AS 109 to financial assets and financialliabilities derecognised as a result of past transactions was obtained at the time of initially accounting forthose transactions.The Company has elected to apply the de-recognition provisions of Ind AS 109 prospectively fromthe date of transition to Ind AS.bc (iii) Classification and measurement of financial assets :-Ind AS 101 requires an entity to assess classification and measurement of financial assets (investment indebt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind AS.(c) Reconciliations between previous GAAP and Ind ASNo significant difference arises from the transitionfrom previous GAAP to Ind AS in accordance with Ind AS101 any of the amounts.

NOTE 35 : SEGMENTWISE REPORTING :The company has mainly two divisions viz Paper and power. During the current year 2017-18 only paperDivision was operational, hence segmentwise results are not given. Further company has closed it'spower division and some of the machineries of power division are sold out during the year. Pl refer note no. 25

NOTE 36 : PENDING FOR REFUND - SHARE APPLICATION MONEY -

The company have not repaid the pending share application money during the year, hence said pendingshare application money shown in note no.12(b) as an other financial liabilities in the Financial Statement.

NOTE 37 : the previous year figures have been re-grouped/ reclasified to confirm to current year classification

Note : Figures in bracket pertain to previous year or reverse impactThe accompanying notes are an integral part of these financial statementsAs per our report of even date For and on behalf of the Board of Director






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27TH ANNUAL REPORT 2017-2018KAY POWER AND PAPER LIMITEDCIN- L21099MH1991PLC061709

Registered Office:- Gat No. 454/457, A/P - Borgaon, Tal Dist - Satara- 415519

PROXY FORM[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration)Rules, 2014]

Name of the Members :- Email ID :- Registered Address :- Folio No./Client ID :-

DP ID :-

I/We, being the member (s) of ………….................... ...............shares of the above named company, hereby appoint

1. 2. 3.

Name :- Name :- Name :-

Address:- Address:- Address:-

Email ID :- Email ID :- Email ID :-

or failing him or failing him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Twenty Seventh Annual GeneralMeeting, to be held on Monday, 24th September 2018 At 3.00 p.m. at Registered Office of the company at Gat No. 454/457, A/P - Borgaon, Tal Dist - Satara- 415519 and at any adjournment thereof in respect of such resolutions as areindicated below:** I wish my above Proxy to vote in the manner as indicated in the box below:

S.N. Resolutions For Against

1. Consider and adopt: Audited Financial Statement, Reports of the Board ofDirectors and Auditors (Ordinary Resolution)

2. Re-appointment of Mr. Deepa Agarwal who retires by rotation(Ordinary Resolution)

3. Ratification of Appointment of Auditors and fixing their remuneration

(Ordinary Resolution)

Signed this…… day of……… 20…. Signature of shareholder

____________________________ _____________________________ Signature of first proxy holder Signature of second proxy holder

_________________________ Signature of third proxy holder

Notes.1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the

Company not less than 48 hours before the commencement of the meeting.2. A Proxy need not be a member of the Company.3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10%

of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total sharecapital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act asa proxy for any other person or shareholder.

4. ** This is only optional. Please put a 'X' in the appropriate column against the resolutions indicated in the Box. If youleave the 'For' or 'Against' column blank against any or all the resolutions, your Proxy will be entitled to vote in themanner as he/she thinks appropriate.

5. Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.6. In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should

be stated.

AffixRevenue

Stamp

KAY POWER AND PAPER LIMITEDRegd. Office:- Gat No. 454/457, A/P - Borgaon, Tal Dist - Satara- 415519

CIN- L21099MH1991PLC061709

ATTENDANCE SLIP

To be handed over at the Meeting Hall

Name of the attending Member Member's

( in Block Letters) Ledgers Folio/ D.P. ID & Clint ID

Name of the Proxy ( in Block Letters )

(To be filled in if the proxy attending instead of the Members)

No. Of shares Held

I hereby record my presence at the TWENTY SEVENTH ANNUAL GENERAL MEETING of the Company to be held atRegistered office at Gat No. 454/457, A/P - Borgaon, Tal Dist - Satara- 415 519 at 3.00 p.m. on Monday 24th September2018.

Member's/ Proxy's Signature

BOOK - POST

If undelivered, please return to :


Plot No. B-54, Old MIDC Area, Satara -415004

Documents

KAY POWER AND PAPER LIMITED - Bombay Stock Exchange€¦ · KAY POWER AND PAPER LIMITED (2) 3. Register of Members and Share Transfer Books of the Company will be closed from Monday