Kalptaru Papers Limited,

Ahmedabad.

The directors are presenting herewith their 26th Annua Report together with the Audited Statements of Accounts for the period ended on 31st March, 2014.

PERFORMANCE HIGHLIGHTS:

                                                       (Rs. in Lac)
Particulars                            Current year     Previous year
                                       Ended on         Ended on
                                       31/03/2014       31/03/2013 
               
Revenue from Operations                  3622.89          7588.19

Other Income                               11.18             8.43

Exceptional Items                          21.15               -

Extraordinary Items                            -               -

Profit /Loss before Tax                (1184.05)        (146.10)

Current Tax                                    -               -

Deferred Tax                            (296.46)         (36.86)

P/L from the period from continuing 
Operations                                     -               -

P/L from the period from discontinuing 
Operations                                     -               -

P/L for the period                      (887.60)        (109.25)

DIVIDEND:

Due to loss incurred during the year under review, your directors do not recommend any dividend for the financial year ended on 31st March, 2014.

BUSINESS PERFORMANCE & PROSPECTS:

During the year under report, the company has a turnover of Rs.3622.89 Lac as compared to Rs. 7588.19 Lac during the previous year and the operation for the year under review has resulted into net loss of Rs. 887.60 Lac in compared to previous year's loss of Rs. 109.25 Lac.

Your company will achieve sustained growth in business by continuing pursuit of our strategy to work with innovation ideas, developing new areas of its activities and reducing cost of products through process innovation. Directors are hoping better performance during the current year.

QUALITY, HEALTH, SAFETY & ENVIRONMENT (QHSE) AND CORPORATE SOCIAL RESPONSIBILITY:

'Quality, Health, Safety and Environment (QHSE) are our core values. Simply stated, our goals are: give best to all, no accidents, no harm to people and no damage to environment. Health, Safety and Security of everyone who works at Kalptaru are critical to our business.'

Kalptaru's commitment towards excellence in Health, Safety and Environment is one of the company's core values by complying with the Laws and Regulations first, and then going beyond the mandate to keep our planet safe for future generations. Minimizing the environment impact of our operations assumes utmost priority.

The company is unwavering in its policy of 'safety of persons overrides all production targets' which drives all employees to continuously break new grounds in safety management for the benefit of the people, property, environment and the communities in which Kalptaru operates. Our comprehensive QHSE Policy, as well as dedicated measures by conducting the Risk Assessment, Identification of significant environment aspects of all manufacturing plants and signatory commitment of Responsible Care, Greatest emphasis is given to safety measures for minimizing accidents and incidents.

The Company continued extending helping hand towards Social and Economic Development of the villages and the community located closed to its operations and also providing assistance to improving the quality of life.

"DON'T get disappointed whenever you fall, because only fallen leaves have the power to touch great heights when wind blows..."

The Company understands its social obligations. It pays back to the society in whatever way is possible be it flood relief or giving school bags and books to children, installing slides and rides, donating computers in schools in villages around the factory.

The Company is regularly organizing sports and cultural activities for its staff members and their families. The national events like Independence Day and Republic Day are celebrated with full enthusiasm.

FINANCE:

The Company is at present enjoying financial assistance in the form of working capital facilities and term loan from Indian Overseas Bank, Stadium Road Branch, Ahmedabad, and from Axis Bank Limited, Ahmedabad.

PUBLIC DEPOSITS:

The Company has complied with the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS / OUTGO:

The information relating to conservation of Energy, Technology, Absorption and Foreign Exchange Earning / Outgo as required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given by way of annexure attached hereto which forms part of this report.

PARTICULARS OF EMPLOYEES:

The information required under the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 be treated as Nil as none of the employees of the Company was in receipt of total remuneration exceeding of Rs.60,00,000 p.a. or Rs.5,00,000 p.m. for part of the year during the financial year under review. No employee is related to any Director of the Company.

BOARD OF DIRECTORS:

In accordance with provisions of Section 152 of the Companies Act, 2013, Shri Jai Kishan Gupta retires by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for re-appointment.

The Companies Act, 2013 provides for appointment of Independent Directors. Section 149(10) provides that independent director shall hold office for a term of upto five consecutive years on the Board of a company and shall be eligible for reappointment on passing special resolution by the shareholder of the Company. Section 149(11) states that no independent directors shall be eligible for more than two consecutive term of five years. sub section (13) state that the provisions of retirement by rotation as defined in sub section (6) and (7) of section 152 of the Act shall not apply to such independent director.

Independent Directors, Shri Shivratan Sharma, Shri Ramesh Chand and Shri Paresh Pandya as per New Companies Act, 2013 is proposed to be appointed till March 31, 2019 as per Notice of AGM dated 13th August, 2014.

RECONSTITUTION OF AUDIT COMMITTEE:

The Board of Directors of the company at its meeting held on 27th July, 2013 has re-constituted an Audit Committee comprising three Independent Non-Executive Directors viz. Shri Ramesh Chand, Ex-Chairman, Shri Paresh Pandya and Shri Shivaratan Sharma. Shri Paresh Pandya (having financial and accounting knowledge) was appointed as Chairman of the Audit Committee as Shri Ramesh Chand has expressed his willingness to continue as Member of the Committee.

The Board of Directors of the company at its meeting held on 28th May, 2014 has again re-constituted an Audit Committee comprising three Independent Non-Executive Directors viz. Shri Shivaratan Sharma - Chairman, Shri Paresh Pandya and Shri Ramesh Chand.

The constitution of Audit Committee meets with the requirements under Section 177(2) of the Companies Act, 2013 and Clause 49 of the Listing agreement of the Stock Exchanges as well.

The Committee periodically discussed the Financial Reporting process, reviewed the Financial Statements, and discussed the quality of the applied accounting principles and significant judgment that affected the Company's Financial Statements. Before presenting the audited accounts to the members of the Board, the Audit Committee recommended the appointment of the statutory auditors, subject to the Board's approval. The audit Committee reviewed with adequacy of internal control systems with the management, statutory and internal auditors.

RECONSTITUTION AND CHANGE OF NAME OF STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Board of Directors of the company at its meeting held on 27th July, 2013 has re-constituted a Stakeholders' Relationship Committee comprising three Directors viz. Shri Paresh Pandya, Shri Naveen Gupta and Shri Jai Kishan Gupta. Shri Paresh Pandya was appointed as Chairman as well as Member of the Stakeholders' Relationship Committee.

The Board of Directors of the company at its meeting held on 28th May, 2014 has again re-constituted a Stakeholders' Relationship Committee comprising three Directors viz. Shri Shivaratan Sharma - Chairman, Shri Naveen Gupta and Shri Jai Kishan Gupta. Shri Shivaratan Sharma, Independent Non Executive Direcor was appointed as Chairman as well as Member of the Stakeholders' Relationship Committee as Shri Paresh Pandya has shown his unwillingness to act as a Chairman and Member of the Stakeholders' Relationship Committee. On 28th May, 2014 the name of the Stakeholders & Investors' Grievance Committee has been changed to Stakeholders' Relationship Committee to meet with the requirement of new Companies Act, 2013.

The constitution of Stakeholders' Relationship Committee meets with the requirements under Section 178(5) of the Companies Act, 2013 and Clause 49 of the Listing agreement of the Stock Exchanges as well.

The Committee, inter alia, approves issue of duplicate certificates and oversees and reviews all matters connected with the securities transfers. The Committee also looks into redressal of shareholders' complaints like transfer of shares, non-receipts of balance sheet, non-receipt of declared dividends etc. The Committee overseas the performance of the Registrar and Transfer Agents and recommends measures for overall improvement in the quality of investor services.

CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the company at its meeting held on 28th May, 2014 has constituted a Nomination & Remuneration Committee comprising three Independent Non Executive Directors viz. Shri Shivaratan Sharma - Chairman, Shri Paresh Pandya and Shri Ramesh Chand.

The constitution of Nomination & Remuneration Committee meets with the requirements under Section 178(1) of the Companies Act, 2013 and Clause 49 of the Listing agreement of the Stock Exchanges as well.

The Nomination and Remuneration Committee identifies persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance. The Nomination and Remuneration Committee also formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

ACCOUNTING STANDARDS AND FINANCIAL REPORTING:

The Company incorporates the accounting standards as and when issued by the Institute of Chartered Accountants of India. The Company complied with the Stock Exchange and legal requirement concerning the Financial Statements at the time of preparing them for the Annual Report.

CORPORATE GOVERNANCE:

Your Company follows the principles of effective Corporate Governance. The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement executed with the Stock Exchange(s).

A separate section on Corporate Governance is included in the Annual Report and Certificate from Company's Auditors confirming the compliance with the code of Corporate Governance as enumerated in Clause-49 of the listing agreement with the Stock Exchange is annexed hereto.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement executed with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

DEMATERIALISATION OF EQUITY SHARES :

As per direction of the SEBI and the Bombay Stock Exchange Limited, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited [NSDL] and Central Depository Services India Limited [CDSL] and the demat activation number allotted to the Company is ISIN: INE783C01019. Presently shares are held in electronic and physical mode (96.71% of shares in demat and 3.29 % in physical mode.)

LISTING:

The Equity Shares of the Company are listed in the Stock Exchange, Mumbai (BSE) which has the connectivity in most of the cities across the country.

AUDITORS:

M/s. V. D. Aggarwal & Co., Chartered Accountants, Delhi, (ICAI Registration No. 008332N) retires at the ensuing Annual General Meeting and have expressed their willingness to continue, if so appointed. As required under the provisions of Section 139 (1) of the Companies Act, 2013 the Company has obtained a written confirmation from the Statutory Auditor's proposed to be reappointed to the effect that their re-appointment, if made at the ensuing AGM would be in terms of Section 139 and 141 of the Companies Act, 2013 and Rules made thereunder.

A proposal seeking their re-appointment is provided as a part of the Notice of the ensuing Annual General Meeting.

AUDITORS REPORT:

The comments in the Auditors Report with Notes to Accounts referred to the Auditor's Report are self explanatory and, therefore do not call for any further explanation.

INTERNAL AUDITOR:

The Company has appointed M/S. A J Jain & Co., Chartered Accountants, Ahmedabad, as an Internal Auditor of the Company as required under Section 138 of the Companies Act, 2013.

APPOINTMENT OF COST AUDITOR:

The Cost Audit Report of the Company for the Financial Year 2012 - 2013 had been filed by the Cost Auditor on 11/10/2013. The Due Date of filling of Cost Audit Report by the Cost Auditor for the Financial Year ending on 31st March, 2014 (i.e. Financial Year 2013 - 2014) is within 180 days from the end of Financial Year i.e. before 30th September, 2014. Shri Kiran J Mehta & Co., Cost Auditor of the Company is in process to prepare Cost Audit Report for the Financial Year ending on 31st March, 2014.

INDUSTRIAL RELATIONS:

Industrial relations continued to be cordial during the year under review. The Directors express their appreciation towards the workers, staffs and executive staffs for their support and hope for a continued harmonious relations.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director's Responsibilities Statement, it is hereby confirmed:

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Director had selected such accounting policies and applied them consistently and made judgments 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 Financial Year and of the Profit or Loss of the Company for the Company for the year under review;

(iii) that the Directors had taken proper and sufficient care for the maintenance of Adequate accounting records in according with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the accounts for the Financial Year ended 31st March, 2014, on a going concern basis.

(v) that the company has adequate internal systems and controls in place to ensure compliance of laws applicable to the company.

VISION :

"LEADERSHIP" that allows you to stretch yourself; beyond the impossible, saying SKY IS THE LIMIT.

OUR MISSION :

Offering "COST EFFECTIVE PRODUCTS" of BEST QUALITY.

INSURANCE:

The company has made the necessary arrangement for adequately insuring its insurable interests.

ACKNOWLEDGEMENT:

Your Directors would like to express their grateful appreciation for the assistance and co operation received from the Government, Banks, Customers, Suppliers and Business associates during the year under review. The Directors also express their gratitude to the shareholders for the confidence reposed towards the Company. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable team work and enthusiastic contribution during the year.

Regd. Office :
701, Avdhesh House,                          By Order of the Board
Opp. Gurudwara,                       For, Kalptaru Papers Limited
Near Thaltej Chokdi,
Ahmedabad - 380054. Gujarat                   Jaikishan B. Gupta
Date: 28th May, 2014                          Chairman