Mohit Paper Mills Ltd Directors Report.

To the Members of Mohit Paper Mills Limited,

The Board of Directors have pleasure in presenting the 26th Annual Report together with the Audited Accounts of the Company for the year ended, 31st March, 2018.

The working of the company during the year under review has been highlighted below:

1. FINANCIAL RESULTS
Current Year ending 31.03.2018 Previous Year ending 31.03.2017
Sales & Other Income 1,02,69,06,205 93,71,75,242
Operating Profit -before Interest, Depreciation & Tax 7,84,50,155 8,42,24,536
Interest & Finance Charges 2,81,11,449 2,89,10,289
Depreciation 3,64,57,560 4,20,21,121
Less : Depreciation for earlier years written back & Dep. on revalued Assets 3,64,57,560 4,20,21,121
Net of Adjustments:
Depreciation on revalued Assets - -
Less: Amount Transferred from capital reserve . . .
NET PROFIT BEFORE TAX 1,38,81,146 1,32,93,126

The Company has not transferred any amount to the reserves during the current year except the surplus in the Statement of Profit & Loss for the year ended on 31.03.2018, which has been carried over in the Balance Sheet. Sales and Other Income for the year was Rs102.69 crores as against ^93.72 crores in the previous year.

Corporate Overview

During the year Sales and other income have increased from Rs 93.72 crores to Rs 102.69 crores. Net Profit before tax increased from X 132.93 Lakhs to X 138.81 Lakhs. Production have increased from 25486.48 M.T. to 28234.668 M.T. and further the Company have started production of Poster Paper in the last quarter of the year and have produced 902.509 M.T. of it.

Share Capital

Authorized Share Capital of the Company is Rs17,50,00,000/- divided into 1,75,00,000 Equity Shares of Rs10/- each and Issued, Subscribed and Paid-up Capital of the Company is Rs14,00,00,000/- divided into 1,40,00,000 Equity Shares of Rs10/- each. There was no change in the Share Capital during the year.

Dividend

The Directors do not recommend any dividend for the year under review.

Deposits

During the year, the Company has not accepted any deposits from the public falling within the purview of section 73 of the Act, read with the (Companies Acceptance of Deposits) Rules, 2015.

Particulars of loans, guarantees or investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

Transfer to General Reserve

The Company have not transferred any amount to the reserves during the current year except the surplus in the statement of profit and loss for the year ended on 31.03.2018, which has been carried over in the Balance Sheet.

Subsidiaries, Associate Companies

There is no Subsidiaries or Associate Company as on 31st March 2018. So there is no requirement of statement in FORM AOC-1, under section 129(3) rule 5 of the Companies (Accounts) Rules, 2014.

Particulars of contracts or arrangements made with related parties

Particulars of contract or arrangements with referred partner referred to in the section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2 is appended as Annexure B of the boards report.

Material changes and commitments affecting the financial position between the end of the financial year and date of report

There have been no material changes and commitments affecting the financial position between the end of the financial year and date of the report.

Nomination and Remuneration Policy

As Company is covered under sub-section (1) of section 178, Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence is formulated and annexed as "Annexure-F".

Directors

Mrs. Shubhi Jain retired from office by rotation and being eligible offered herself for re-appointment and was re-appointed in the annual general meeting held on 28.09.2017.

Mr. Dilip Kumar Jha resigned from office of Whole-Time-Director on 23/11/2017 and in his place Mr. Pradeeep Kumar Rajput was appointed as Whole-Time Director since 23/11/2017 subject to the approval of shareholders.

Extract of Annual Return

The extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-C.

Number of Meetings of the Board

The Board met 5 times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report.

Audit Committee

Composition of Audit Committee of the Board is provided in the Corporate Governance Report, which forms part of the Annual Report. All the recommendations made by the Audit Committee were accepted by the Board.

Declaration by Independent Director

The Company have received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013

Directors responsibility statement as required under Section 134(3)(c) of the Companies Act, 2013

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to directors responsibility statement, it is hereby confirmed that:

In preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed.

The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Statement of Profit & Loss of the Company for the period.

The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The directors have prepared the annual accounts on-going concern basis.

The directors have laid down internal financial controls, which are adequate and are operating effectively.

The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Internal Financial Control System

Companies Internal Financial Control System is designed to help and ensure the effectiveness and efficiency of operations, proper financial reporting and compliance of laws and regulations. The Company have adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including the adherence to the Companies Policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

Internal Auditor is appointed who along with the audit committee formulates the system and ensures the effectiveness and adequacy of the system.

Evaluation of Board, Committee and Directors

Pursuant to the Provisions of the Act and SEBI (LODR) Regulations, 2015, the Board have carried out the evaluation of its own, committees and directors. The manner has been detailed in the corporate governance report.

Auditors

Statutory Auditors

M/s Anil Sood & Associates, Chartered Accountants (Registration Number-004985N) acted as statutory auditors and their appointment was ratified by the shareholders in the AGM held on 28/09/2017.

The remarks as contained in the auditors report read with Notes forming part of the accounts are self-explanatory Cost Records

Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 are made and maintained by the Company.

Cost Auditors

As the Company does not come under the perview of Cost Audit, so no Cost Auditor was appointed for 2017-2018 for conducting Cost Audit. Turnover of the Company in the year ended 31.03.2018 exceeds the limit which is fixed for cost audit, so for the year 2018-2019, H.Tara & Co. (Cost Accountants) are appointed as Cost Auditor for the year 2018-2019.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company have appointed PDS & Co., Practicing Company Secretaries, to undertake the secretarial audit of the Company for the year 2018-2019. The Secretarial Audit Report done by PDS & Co. for the year 2017-2018 is annexed herewith as "Annexure-H ".

Managerial Remuneration and Particulars of employees

The information required under section 197(12) of the Companies Act,2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure-D".

The information required under section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to our Company as there is no employee getting remuneration as prescribed in the rule.

Risk Management

Company has implemented an integrated risk management approach through which it review and assess significant risks on a regular basis to help ensure that there is a robust system of risk control and mitigation.

Senior Management periodically reviews this risk management framework to keep updated and address emerging challenges.

Major risk identified for the Company by the management is price of raw-materials and fuel, Currency Fluctuation, Compliance, financing. The management is of the view that none of the above risks may threaten the existence of the Company as risk mitigation process is put in place to ensure that there is nil or minimum impact on the Company in case any of these risk materialize.

Vigil Mechanism

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employee and directors to report genuine concerns and irregularities, is any in the Company noticed by them. The policy is annexed as "Annexure-E".

Corporate Social Responsibility

Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility does not apply to your Company as your Company is outside the threshold limit required for the same.

Corporate Governance Report and Management Discussion and analysis

In terms of the provisions of SEBI (LODR) Regulations, 2015, Corporate Governance Report is annexed as Annexure-G, and the Managements discussion and analysis is annexed as Annexure-H.

Conservation of energy, research and development, technology absorption, foreign exchange earnings 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 are enclosed as Annexure-A to the Boards Report.

Sexual Harassment of Women at Workplace

Company has complied with provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of

Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

No such incidence of sexual harassment of women was reported during the year 2017-2018.

Acknowledgement

Your Directors would like to express their thanks to banks for their co-operation and assistance from time to time. The directors would also like to record appreciation to the members of staff and workers, who despite of constraints have been working hard for the company and are maintaining cordial relations.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

SANDEEP JAIN

(CHAIRMAN)

DIN-00458048

PLACE: NEW DELHI

DATED :1st AUGUST,2018