Orient Press Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting the Twenty Ninth Annual Report on the affairs of the Company, together with the Audited Financial Statements for the financial year ended 31st March, 2017.

1. Financial Summary

(Rs. In lacs)

Particulars Year ended 31st March, 2017 Year ended 31st March,2016
gross Revenue 20238.66 21528.85
Profit before Finance Costs, Depreciation and Tax 1573.36 1558.71
Less : Finance Cost 545.35 574.78
Less : Depreciation 616.39 588.38
Profit before Taxation 411.62 395.55
Less : Provision for Normal tax 210.00 167.67
Provision for Deferred Tax (68.87) (10.25)
Prior Period Tax (7.84) --
Profit after taxation 278.33 238.13
Add: Profit Brought forward from previous year 5237.90 5191.26
5516.23 5429.39
Less: Appropriation
Transferred to general Reserve 75.00 70.00
Proposed Dividend on Equity share -- 100.94
Tax on Dividend -- 20.55
closing Balance 5441.23 5237.90

2. Dividend

Your directors are pleased to recommend dividend of 12.50% ( 1.25/- Per Equity Shares of Rs. 10/- each) for the Financial Year ended 31st March 2017 (Previous Year Rs. 1.25 per Equity Shares of Rs. 10/- each). The dividend if approved and declared in the forthcoming Annual General Meeting would result a Dividend outflow of Rs. 100.94 Lacs and dividend distribution Tax of Rs. 20.55 Lacs aggregating of total outflow of Rs. 121.49 Lacs.

3. Expansion Programme

The company has undertaken an expansion programme by establishing a new manufacturing unit at Greater Noida, Uttar Pradesh for manufacture of flexible packaging materials to meet increased demands of its North and Central India based customers at an estimated cost of Rs. 14.20 crores. The installed capacity of the project will be 3000 metric tons P.A.. The civil construction work going to be completed and orders for Plant & Machineries and other equipments have been placed. The production is expected to start in the third quarter of current financial year 2017-2018. After completion of the expansion project the turnover and profits of the Company are expected to be increased.

4. Finance

The Company is availing its Working Capital Limits & Term Loan from Axis Bank Ltd. Allahabad Bank and Kotak Mahindra Bank. The company has repaid all loan installments on time. During the year CARE awarded "CAREBBB" rating to Bank Loans of the company. This indicates investment grade of the company.

5. Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of companies Act 2013, Mr. Sanjay Maheshwari, Whole time Director of the company retires by rotation at the ensuing Annual General Meeting of the company and, being eligible, has offered himself for the re-appointment. The Board recommends his re-appointment on the recommendation of the Nomination & Remuneration Committee. The Chairman & Managing Director and Whole-time Directors of the Company were re-appointed on the recommendation of the Nomination & Remuneration Committee by the Board of Directors in their meeting held on 17th August, 2017 for a period of 3 years subject to the approval of Members in the general Meeting.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the companies Act, 2013 and Regulation 16 (1) (b) of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations 2015 the (SEBI (LODR) Regulations, 2015).

As required under the provisions of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, brief profile and other details of Directors being re-appointed are provided in the Notice of Annual general Meeting.

Ms. Prerna Somani had resigned from the post of Company Secretary and Compliance Officer with effect from 30th June, 2016. The Company has appointed Ms. Kanak Lata Jain as Company Secretary and Compliance Officer of the Company w.e.f. 13th August, 2016.

6. Directors Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. The Directors have selected such accounting policies and applied them consistently and made judgement and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2016-17 and of the profit of the Company for the year under review.

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

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

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

7. Meetings

During the year under review, 7 Board Meetings and 6 Audit committee Meetings were convened and held. The details of which are given in the corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the companies Act, 2013. All the recommendations made by the Audit committee were accepted by the Board.

8. Statutory Auditors

The term of M/s B. L. Sarda & Associates, Chartered Accountants as the Statutory Auditors is till the conclusion of ensuing Annual General Meeting of the company. They cannot be re-appointed because of applicability of provisions of rotation of Directors given under Section 139(2) of the companies Act, 2013.

The Board of Directors of the company placed on record its appreciation to the services rendered by M/s B. L. Sarda & Associates, Chartered Accountants as the Statutory Auditors of the company.

In accordance with the provisions of Section 139(1) of the Companies Act, 2013, M/s. Sarda & Pareek., Chartered Accountants (Firm Registration No. 109262W) are proposed to be appointed as the Statutory Auditors of the company for a period of 5 years commencing from the conclusion of the ensuing 29th AGM till the conclusion of 34th AGM subject to the ratification by the members at every AGM.

M/s. Sarda & Pareek, Chartered Accountants (Firm Registration No. 109262W), have consented to the said appointment, and have confirmed that their appointment, if made, will be in accordance with the provisions of Section 139 read with Section 141 of the companies Act, 2013.

Accordingly, the Board of Directors of the company recommends the resolution in relation to the appointment of M/s. Sarda & Pareek., Chartered Accountants, as Statutory Auditors of the Company and fixation of their remuneration for approval of the members of the company.

9. Auditors Report

The Auditors Report on financial statements forms part of the Annual Report. The Auditors Report does not contain any qualifications, reservations, adverse remarks, disclaimer or matter of emphasis. Notes to the Financial Statements are self-explanatory and do not call for any further comments.

The Statutory Auditors of the company have not reported any fraud as specified under the second proviso of Section 143(12) of the companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

10. Internal Auditors

M/s. Sarda & Pareek., Chartered Accountants, Internal Auditors of the company had resigned and therefore pursuant to provisions of section 138 of the companies Act 2013 and companies (Accounts) Rules, 2014 the company had appointed "M/s. Shambhu Gupta & Co.," a firm of Chartered Accountants in practice as Internal Auditors of the Company for the Financial Year 2017-2018.

11. Corporate Social Responsibility

During the year under review the cSR provisions were not applicable to the Company as its Profits before taxation for the preceding 3 Financial years viz. 2013-2014 to 2015-2016 were below Rs. 5 crores. However the company has incurred some expenditure during the Financial Year under Report voluntarily, details of which are given separately in this Report.

Pursuant to the provisions of Section 135 of the companies Act, 2013, the company has constituted a cSR committee. Mr. Ramvilas Maheshwari is the chairman of the committee, Mr. Rajaram Maheshwari and Mr. ghanshyamdas Mundra are other Members of the committee. The committee is responsible for formulating and monitoring the cSR policy of the company.

The adopted cSR Policy outlines various areas like Eradicating hunger, poverty and malnutrition, Promoting Health care including Preventive Health care, Ensuring environmental sustainability, Employment and livelihood enhancing vocational skills and projects, Promotion of education, Promoting gender equality and empowering women and Rural Development Projects etc. for undertaking cSR activities.

Details about the cSR policy is available on our website, www.orientpressltd.com . The Annual Report on our cSR activities is annexed as "Annexure 1" to this report.

12. Extract of Annual Return

Pursuant to Section 92 (3) of the companies Act, 2013, extract of the Annual Return of the company in Form MGT-9 is annexed as "Annexure 2" to this Report.

13. Secretarial Audit Report

Pursuant to provisions of section 204 of the companies Act, 2013 and the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed M/s V. K. Mandawaria & Co., a firm of Company Secretaries in practice to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report issued by them is annexed as "Annexure 3" to this Report.

The Report is having following Qualifications:-

1. There was some delay in forwarding Cost Audit Report for the Financial Year ended 31st March, 2016 to the Board of Directors & filing the same with Central Government.

2. There was some delay in appointment of cost Auditor for the Financial Year 2016-2017 & reporting the same to the central government.

The Directors want to explain that the cost Auditor made delay in forwarding the cost Audit Report for the Financial Year ended 31st March, 2016 to the Board of Directors & the delay was not caused by the company. The delay in filing the Cost Audit Report, delay in appointment of Cost Auditor for the financial year 2016-2017 & reporting of the appointment to the central government were also caused due to this reason. However the Directors have taken steps to avoid such delay in future by appointing a new cost Auditor for the Financial Year 2016-2017.

14. Management Discussion and Analysis Report Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Report.

15. Corporate Governance

In terms of Regulation 34 of the SEBI (LODR) Regulations, 2015, a report on corporate governance along with Statutory Auditors Certificate confirming its compliance is provided separately and forms integral part of this Report.

16. Related Party Transactions

None of the transactions with any of the related parties were in conflict with the companys interest. Suitable disclosure as required by the accounting standard (AS-18) has been given in the notes to the financial statements. During the Financial Year under Report the Company had not entered any contract with any related party which falls under the provisions of Section 188 of the companies Act, 2013. The related party transactions policy as approved by the Board is uploaded on the companys website www.orientpressltd . com.

17. Conservation of Energy, Technology Absorption & Foreign Exchange Earning & Outgo

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required under Section 134(3)(m) of the companies Act, 2013 read with Rule 8 of the companies (Accounts) Rules, 2014 is given in "Annexure 4" forming part of this Report.

18. Particulars of Employees

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, none of the employee of the company drawn remuneration in excess of the limit set out in the said rules during the year under review. However as required under these Rules a statement showing the names, remuneration drawn by them and other particulars of top 10 employees are provided in the Annual Report, which forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with

Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the " Annexure 5" to the Boards report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the company Secretary and the same will be furnished on request.

19. Segment

The company operates in two reportable primary business segments, i.e. printing and packaging. The segment wise performance has been given in Management Discussion and Analysis Report.

20. Vigil Mechanism Policy/Whistle Blower Policy

Pursuant to the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the company has established a vigil mechanism. The details of Vigil Mechanism are provided in the corporate governance Report. The Vigil Mechanism / Whistle Blower Policy may be accessed on the companys website at www.orientpressltd.com .

21. Performance Evaluation of Directors criteria of performance evaluation of the Board of Directors including Independent Directors are laid down by Nomination and Remuneration committee of the company. Pursuant to the provisions of the companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration committee and Stakeholder Relationship committee. The manner in which the evaluation has been carried out has been specified in the Corporate Governance Report.

22. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

As for protection against sexual harassment, Orient Press Limited has formed an internal complaints committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, to which employees can write their complaints. Also the company has sexual harassment norms in which it formalized a free and fair enquiry process with clear timeline. There are no cases of sexual harassment during the year under report.

23. Particulars of Loans, Guarantees or Investments

The company has not given any loan or guarantee or made investment covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year ended 31st March, 2017. Details of Investments made in earlier years are mentioned, in the note no. 13 to the Balance Sheet of the Company for the financial year ended on 31st March, 2017.

24. Particulars of Loans Accepted from Directors

The Particulars of Loans accepted by the Company from its Directors during the financial year under report are given in Note No. 36 of the Balance Sheet of the company for the financial year ended on 31st March, 2017.

25. Risk Management

The Company has in place Risk Management policy which takes care of risk identification, assessment and mitigation. There are no risks which in the opinion of the Board threaten the existence of the company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of the Annual Report.

26. Fixed Deposits

Your company has accepted fixed deposit from its Members as per the provisions of Section 73 of the companies Act, 2013 and the companies (Acceptance of Deposits) Rules, 2014 during the year under review. Your Company does not have any unpaid or unclaimed public deposits at the end of the year 31st March, 2017.Outstanding public (Members) deposits as on March 31, 2017 is Rs. 655.20 Lacs. The company has been consistent in timely repayments of Fixed Deposits and does not fail to repay the deposit or part there of or any interest thereon.

27. Significant or Material orders passed by the Regulators/ Courts

During the year under review, no significant or material orders were passed by the Regulators or courts or Tribunals which impact the going concern status and companys operations in future.

28. Material changes and commitments

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2016-17 and the date of this report.

29. Transfer to Investor Education and Protection Fund

Pursuant to Section 125 of the companies Act, 2013 the company shall transfer unpaid/unclaimed dividends to Investor Education and Protection Fund of the Government of India when it will become due. The details including last date of claiming of unclaimed/unpaid dividend amount is given on the website of the Company viz. www.orientpressltd . com.

30. Listing

The Equity Shares continue to be listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Both these Stock Exchanges have nation-wide terminals and therefore, shareholders/Investors are not facing any difficulty in trading in the shares of the Company from any part of the country. The company has paid annual listing fee for the Financial Year 2017-18 to BSE & NSE.

31. Share Capital

The paid up equity capital as on March 31, 2017 was Rs. 80,750,000. The company has not issued Equity Shares with differential voting rights nor granted employee stock options nor sweat equity.

The company has not made provision for purchase of its own shares by employees or by trustees for the benefit of employees.

32. Industrial Relations

During the year under review, your company enjoyed cordial relationship with workers and employees at all levels.

33. Nomination and Remuneration Policy

The policy of the company on Directors appointment and remuneration, including the criteria for determining qualification, positive attributes, independence of a Director and other matters provided under Section 178(3) of the companies Act, 2013, adopted by the Board, is available on companys website i.e. www.orientpressltd.com .

The details of composition, terms of reference of the Nomination and Remuneration committee, number and dates of meeting held, attendance of the Directors and remuneration paid to them are given separately in the attached corporate Governance Report forming part of the Boards Report.

34. Cost Auditor

In conformity with the directives of the Central Government, the company has appointed M/s Bhanwarlal Gurjar & Co., cMA, Surat, (Membership No. 22597), as the cost Auditor u/s 148 of the companies Act, 2013, for the audit of the cost accounts for the year ended on 31st March, 2017 on a remuneration of Rs. 250,000/- plus service tax and reimbursement of actual expenses, if any. The remuneration is subject to ratification by members in terms of Section 148 of the companies Act, 2013 read with companies (Audit and Auditors) Rules, 2015.

There was no qualification or adverse remark in the Cost Audit Report of the Company for the financial year ended 31st March, 2016 given by M/s Rohit J Vora, Cost Auditor.

35. Acknowledgements

Your Company and its Directors wish to extend their sincere thanks to the Members of the company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

For and on behalf of the Board of Directors

(Ramvilas Maheshwari)
Place : Mumbai Chairman & Managing Director
Date : 17th August, 2017 DIN: 00250378