Speciality Papers Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting the 58th Annual Report together with audited statement of accounts of the Company for the year ended on 31st March 2019.

FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31, 2019 is summarized below:-

Particulars 2018-19 2017-18
Total Income 1715.65 387.37
Total Expenses 1757.37 1058.12
Profit/(Loss) before Tax (41.72) (670.75)
Less: Tax expense (350.10) (710.90)
Profit/ (Loss) after tax 308.39 40.15

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. For the Company, Ind AS is applicable from April 1, 2017. Accordingly these accounts have been prepared as per Ind AS. The areas which had an impact on account of transition to Ind AS have been reported in the notes to the financial statements.

OPERATIONAL PERFORMANCE

• Total income of your Company aggregated to Rs. 1715.65 Lakhs as compared to Rs.387.37 Lakhs of previous year.

The Profit after Tax (PBT) of Rs. 308.39 Lakhs (Previous Year: Rs 40.15 Lakhs). The PBT for current year recorded a growth of over last year.

DIVIDEND

In view of the accumulated losses, the Board of Directors do not recommend any Dividend on the Equity share.

OUTLOOK FOR FINANCIAL YEAR 2018-19 AND BEYOND

We are fully convinced that the Indian economy is now placed at an exciting cusp. Our Company is also poised for the next leap to take full advantage of the emerging opportunities. We rededicate ourselves to enhancing and enriching our environment and value for all our stakeholders with an even greater resolve. We are grateful for your valuable support and look forward to your continued encouragement in this exciting journey. As plastic have been banned by many states across India and alternative to plastic, Paper business is going to benefit the most from this. To take advantage of this we plan to meet various governments officials and minsters for making them aware of uses of eco- friendly papers in routine use. We believe in coming years Paper business is going to do really good and are hopeful that various state governments will make a policy for uses of eco-friendly papers in their respective states.

We are taking following steps to increase companies is business and profitability:-

a. Installation of tissue conversion machinery

b. Import & Export of Paper & Tissues

c. Manufacturing of Electrical Grade Insulating Paper which is also eco-friendly paper.

d. Our trading business is doing good and we plan to grow in this segment manifold. We plan to hire many top level personals in sales & marketing department to increase the business.

Our Company is planning to do business project in an effective manner the details are given below:

To work out to implement other new emerging technologies for the benefits of Paper industry. We are planning to deal into one technical paper on Tissue technology in forth coming which will be conversion of paper into tissue that will be trade in products mentioned below:

• Food Grade Paper & Paper Packaging

• Electrical Grade Insulating Paper

Import and Export of Products.

We are fully convinced that the Indian economy is now placed at an exciting cusp. Our Company is also poised for the next leap to take full advantage of the emerging opportunities. We rededicate ourselves to enhancing and enriching our environment and value for all our stakeholders with an even greater resolve. We are grateful for your valuable support and look forward to your continued encouragement in this exciting journey.

DIRECTORS AND KEY MANAGENARIAL PERSONNEL:

DURING THE FINANCIAL YEAR UNDER REVIEW:

The Board consists of Executive and Non- Executive Director including independent director who have wide and varied experience in different disciplines of corporate functioning. The Composition of the Board of Directors has been constituted as per the provisions of SEBI (LODR), 2015.

Mr. Dayaram Ramdular Sharma Jain is being proposed to be re- appointed as a Director liable to retire by rotation upon the notice received in writing signifying her intention to propose the said director as candidate for the Office of Directors.

Mr. Hiren Boricha is being appointed as Additional Director of the company and also designated as NonExecutive Director on 06th June, 2019.

Mr. Tanil Mafatlal Shah is being appointed as Additional Director of the company and also designated as Non- Executive Director on 11th June, 2018.

Mrs. Bhakti Jayesh Thakkar is being appointed as Additional Director of the company and also designated as Non- Executive Director on 11th June, 2018.

Miss CS Preeti Agarwal as Company Secretary cum Compliance Officer on 23th April, 2019. INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149(6).

STATUTORY AUDITORS:

During the year, Agarwal Sanganeria & Co. reappointed as the Statutory Auditors of the Company to hold office from annual general meeting till the conclusion of next Annual General Meeting.

The Company has received a certificate from the auditors to the effect that their re- appointment if made, would be in accordance with the provisions of section 139(2) and section 142(1) of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has internal control systems commensurate with the size, scale and complexity of its business operations. The scope and functions of internal auditor are defined and reviewed by the Audit committee. The internal auditor reports to the Chairman of the Audit Committee. Internal Auditors presents their quarterly report to the Audit Committee, highlighting various observations, system and procedure lapses and corrective actions are taken. The internal auditor also assesses opportunities for improvement of business processes, systems and controls, to provide recommendations, which can add value to the organization and it also follows up on the implementation of corrective actions and processes. The Management Auditor also ensures the compliance of the observations of internal and statutory auditors and presents his report to the Audit Committee.

MEETINGS OF BOARD AND COMMITTEES OF THE BOARD

During the financial year under review, Nine (9) Meetings of Board; Four (4) Meetings of Audit Committee; Four (4) Stakeholders Relationship Committee ; One (1) Meetings of Nomination & Remuneration Committee.

Board/ Committee Meeting dates:

Board Meetings 2018: 30th May, 11th June, 13th August, 19th September, 13th October, 30th October, 26th November
2019: 14th February, 30th March.
Audit Committee Meetings 2018: 30th May, 11th June,19th September, 8th October,
2019 : 1st February,
Stakeholders Relationship Committee 2018: 30th May, 11th June, 13th August, 11th October
2019: 1st February,.
Nomination & Remuneration Committee 2018: 30th May, 11th June,19th September, 11th October,
2019 : 2nd February,
Risk Management Committee 2018: 30th May, 11th June, 13th August,
2019: 2nd February 2019

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sections 134 (3) (c) and 134 (5) of Companies Act 2013, for the year ended 31st March 2019, based on controls and compliance systems established and maintained by Company, reports by internal, statutory, cost and secretarial auditors and external consultant(s); reviews performed by management and relevant Board Committees, including Audit Committee, Board is of opinion that your Companys controls were adequate and effective during financial year 2018-19. Accordingly, Board of Directors, to the best of their knowledge and ability confirm that:

(a) In preparation of annual accounts applicable accounting standards have been followed and that there are no material departures;

(b) In selection of accounting policies, Directors have consulted statutory auditors and have applied policies consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of Company at the end of financial year and of the profit of Company for that period;

(c) Directors have taken proper and sufficient care, to the best of their knowledge and ability, for maintenance of adequate accounting records in accordance with provisions of Companies Act 2013, for safeguarding the assets of Company and for preventing, detecting fraud and other irregularities;

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

(e) Directors had laid down Internal Financial Controls (IFC) to be followed by the Company and that such internal financial controls are adequate and were operating effectively ;and

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

MANAGING DISCUSSION AND ANALYSIS:

A Management discussion and Analysis as required under the SEBI (LODR), 2015 is annexed and forming part of the Annual Report.

PARTICULARS OF EMPLOYEES:

During the year under review, no employee of the Company was entitled to the remuneration exceeding the sum prescribed under section 197 of the Companies Act, 2013, read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and no other provision of the aforesaid section are applicable to the Company for the financial year under review.

RELATED PARTY TRANSACTIONS :

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board and Disclosures on related party transactions are set out in Note No. 26 to the financial statements.

AUDIT COMMITTEE:

According to the provisions of Section 177 of the Companies Act, 2013 and Rule 6 and 7 of Companies (Meetings of Board and its powers) Rules, 2014 and Regulation 18 of SEBI (LODR), 2015 every listed Company and some other categories of companies need to constitute an Audit Committee consisting of the members of the Board.

The important role of the Audit Committee is to support the Board of Directors in its surveillance and control duties. The most important of these duties is to ensure that generally accepted accounting principles are properly applied and to check that the internal control systems used when drawing up the individual and consolidated Annual Accounts are adequate and complete.

FIXED DEPOSITS:

The Company has not invited and accepted any Fixed Deposits from the public within the meaning of with Section 73 and 74 of the Companies Act, 2013 read with Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014 , hence disclosure required under above rule not applicable to the Company.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed as "Annexure-A" to the Directors Report.

POLICIES

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy (WBP) in accordance with Section 177(9) of the Companies Act, 2013 and SEBI (LODR), 2015 to deal with instances of fraud and mismanagement, if any. The vigil mechanism/Whistle Blower Policy is uploaded on the Companys website.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Extract of Remuneration Policy is annexed as "Annexure" to the Corporate Governance Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. A policy for prevention of Sexual Harassment of Women at workplace and setting up of the Committee for implementation of said policy is under review and consideration.

ACKNOWLEDGEMENT:

Your Company has not been able to perform so extensively well in a challenging year but will continue to maintain its quality standards in forthcoming future. It has also been improving the quality and cost benchmarks and continues to build shareholder value.

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.

FOR SPECIALITY PAPERS LTD
Sd/-
Place: Mumbai TANIL M. SHAH
Date: 27.07.2019 Director