27 Apr 2017 | Livemint.com

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Orient Paper & Industries Ltd.

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  • 81.20 -0.25 (-0.31%)
  • Vol: 1080340
  • BSE Code: 502420
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  • 80.85 0.00 (0%)
  • Vol: 581353
  • NSE Code: ORIENTPPR
  • PREV. CLOSE
    80.85
  • OPEN PRICE
    82.20
  • BID PRICE (QTY.)
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  • OFFER PRICE (QTY.)
    80.85(4394)

Orient Paper & Industries Ltd. Accounting Policy

CORPORATE GOVERNANCEREPORT

(As required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges)

1. COMPRNY'S PHILOSOPHY ON CORPORRTE GOVERNANCE

The Company believes that good Corporate Governance is essential for achieving long-term corporate goals and enhancing stakeholders' value. The Company's business objective and that of its management and employees is to manufacture and market the Company's products in such a way so as to create value that can be sustained on a long-term basis for all its stake-holders, including shareholders, employees, customers, government and the lenders. In addition to compliance with the regulatory requirements, the Company endeavors to ensure the highest standards of ethical conduct throughout the organization.

2. BOARD OF DIRECTORS

2.1 Composition of the Board

The Board of Directors comprises seven members, consisting  of six non-Executive Directors who account for more than 85% of the Board's strength as against the minimum requirement of 50% as per the Listing Agreement.

As required under Section 149(3) of the Companies Act, 2013 and listing agreement entered with the stock exchanges, Ms. Gauri Rasgotra has been appointed as an additional Director in the category of Independent on the Board.

The non-Executive Independent Directors are eminent professionals with rich experience in business and industry, finance, law and public enterprises. The composition of the Board is as under:

2.5 Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the nomination and Remuneration Committee of the Company evaluated the performance of each Director. The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company.

2.6 Familiarisation Programme of Independent Director

At the time of appointing a Director, a formal letter of appointment is given to the Director which interalia explains the role, functions, duties, responsibilities expected of him as a Director of the Company. The Director is also explained in details the compliance required from him under the Companies Act, 2013 and clause 49 of the Listing Agreement and relevant regulations.

3. RUDIT COMMITTEE

3.1 The Board has constituted a well-qualified Audit Committee. The terms of reference of the Audit Committee cover the matters specified for audit committees under Clause 49 of the Listing Agreement as well as provisions of the Companies Act, 2013 which broadly includes:

(i) Review of financial reporting processes

(ii) Review of risk management, internal control and governance processes

(iii) Review of quarterly, half yearly and annual financial statements

(iv) Interaction with statutory, internal and cost auditors

(v) Review of related party transactions

3.2 The Rudit Committee comprises of five Independent Directors namely

(1) Shri A. Ghosh (2) Shri B. K. Jhawar (3) Mr. Michael Bastian (4) Shri narendra Singh Sisodia (5) Ms. Gauri Rasgotra.

All the members of the Audit Committee are non-Executive Independent Directors. Shri A. Ghosh is the Chairman.

3.3 Five Audit Committee meetings were held on 8th May, 2014, 22nd July, 2014, 5th november, 2014, 3rd February, 2015 and 30th March, 2015. The attendance of each Audit Committee member was as under:

4 At the invitation of the Company Statutory Auditors, Internal Auditors, Managing Director, President (Finance) and CFO and the Head of internal audit also attended the Audit Committee Meetings to brief the Committee and to answer and clarify queries raised at the Committee meetings. The Company Secretary acts as the Committee's Secretary. The concerned officers from the Company's different plants are also invited to the Audit Committee meetings to brief the Committee and clarify any queries raised by the Committee, as and when required.

3.5 Mr. Somnath Mukherjee, Cost Accountant is the Cost Auditor of the Company for the financial year 2014-15. The Company has filed cost audit report for the financial year 2013-14 on 27th September, 2014 i.e. within the due date. The due date for filing cost audit report for the financial year 2014-15 is 27th September, 2015.

4. MRNRGEMENT COMMITTEE

The Management Committee comprises of one Independent non­executive Director Shri B. K. Jhawar and one Executive Director Shri M. L. Pachisia (Managing Director). Shri M. L. Pachisia is the Chairman.

The Management Committee meets as and when necessary to attend day-to-day affairs and urgent business and is empowered to do all such acts and deeds the Board is empowered to do, subject to the provisions of the Companies Act, 2013.

One Committee meeting was held during the year on 19th February 2015 and all the Committee members attended the meeting.

5. NOMINATION & REMUNERATION COMMITTEE

5.1 The terms of reference of the Committee interalia, include the following:

• formulating criteria for determining qualifications, positive attributes and independence of a Director;

• advising the Board on issues concerning principles for remuneration, remunerations and other terms of employment for the non-Executive Directors and the Executives;

• monitoring and evaluating programs for variable remuneration, both on-going and those that have ended during the year, for the non-Executive Directors and the Executives;

In reviewing the overall remuneration of the Board of Directors and Senior Management, efforts are made to ensure that remuneration of the non-Executive Directors and the Executives matches the level in comparable companies, whilst also taking into consideration their required competencies, effort and the scope of the Board work and/or responsibility as the senior management.

5.2 The romination & Remuneration Committee of the Directors of the Company comprises three Independent Directors namely (1) Shri B. K. Jhawar, (2) Mr. Michael Bastian and (3) Shri R. Ghosh. Shri B. K. Jhawar is the Chairman of the romination & Remuneration Committee. The Company Secretary is the Secretary to the Committee.

5.3 Four romination & Remuneration Committee meetings were held during the year on 8th May, 2014, 22nd July, 2014, 26th September 2014 and 5th rovember 2014.

.4 Remuneration Policy

The romination and Remuneration Committee (rRC) has adopted a Remuneration Policy which, inter alia, deals with manner of selection and determining remuneration of the directors and executives of the Company. The extracts of the contents of the Policy are as under:

Remuneration of Non-Executive Directors

The non-Executive Directors (including independent Directors) on the Board receive a competitive remuneration package consisting of the following components:

• Sitting Fees: ron-Executive Directors receive fixed sitting fees, which is decided by the Board in accordance with the Fct.

In addition to the sitting fees, the non-Executive Directors, who are also members of one of the Board committees, receive sitting fees for participation in such Board committee meetings. The sitting fees for participation in such Board committee meetings are also approved by the Board in accordance with the Act.

• Profit related commission: The ron-Executive Directors are entitled to profit related commission not exceeding 1% (one per cent) of the net profits of the Company. Such profit related commission is approved by the ordinary resolution of the shareholders in a general meeting of the Company, and if required under the Act, the Company will also obtain Central Government approval.

• Reimbursement of expenses: Expenses in connection with Board and committee meetings are reimbursed as per account rendered.

Remuneration of the Executives

The Board believes that a combination of fixed and performance-based pay to the Executives helps ensure that the Company can attract and retain the Executives. Rt the same time, the Executives are given an incentive to create shareholder value through partly incentive-based pay.

The Executives are employed under management service contracts, employment agreement or through appointment letter, and the Board sets the terms of such management service contracts employment agreement or appointment letter. However, if the Executive is a whole-time Director (including the managing Director), he / she may be appointed pursuant to a resolution of the Board, which is confirmed by the shareholders in the succeeding annual general meeting of the Company, and on such terms and conditions as the Board may deem fit, and confirmation.

The Committee submits proposals concerning the remuneration of the Executives and ensures that the remuneration is in line with the conditions in comparable companies. The proposals are submitted for approval in a Board meeting, and where the proposal is in relation to an Executive, who is proposed to be appointed as a whole time Director (including the managing Director), such proposal is also submitted for approval of the shareholders (by ordinary resolution, or in case of inadequacy of profits, by special resolution) in a general meeting of the Company, and if required, the Company also obtains Central Government approval. The remuneration package of the Executives is reviewed annually by the Committee in the course of the performance appraisal system followed by the Company.

The Executives receive a competitive remuneration package consisting of the following components:

• Fixed salary: The fixed salary shall be competitive and reflective of the individual's role, responsibility and experience in relation to performance of day-to-day activities. The fixed salary shall include basic salary, special pay, and personal pay.

• House rent allowance: The Executives shall be entitled to receive house rent allowance, which shall not exceed 60% of the basic salary of the Executive.

• Variable components: The Committee may, in its discretion, structure any portion of remuneration to link rewards to corporate and individual performance, fulfilment of specified improvement targets or the attainment of certain financial or other objectives set by the Board. The amount payable as a variable component is determined by the Committee, based on performance against pre-determined financial and non-financial metrics and shall always be within the limits of the overall guidelines for incentive pay. The Executives participate in a performance linked variable pay scheme based on the results for the year, pursuant to which the Executives are entitled to performance-based variable remuneration.

• Personal benefits

The Executives have access to a number of work-related benefits, including car, telephones, broadband at home, and work-related newspapers and magazines. The extent of individual benefits is negotiated with each individual Executive.

The Executives are covered by the Company's insurance policies:

- Accident insurance

- Health insurance

- Directors and officers liability insurance.

• Other annual emoluments

The Executives will receive the following annual emoluments:

- Medical reimbursement of up to one month's basic salary, in accordance with the Company's policies;

- leave travel assistance of up to one month's basic salary as per scale formulated in this behalf; and

- leave encashment, in accordance with the Company's policies.

• Gratuity contributions

Contributions are made in accordance with applicable laws, employment agreements and policies of the Company.

Severance pay

There are, in the usual course, no severance fees (routine notice period not considered as severance fees) or other severance benefits.

6. STRKEHOLDERS' RELRTIONSHIP COMMITTEE

The Stakeholders' Relationship Committee shall consider and resolve the grievances of share holders of the company as also transfers/transmissions/consolidation/sub-division of shares and issue of duplicate share certificates etc.

The Committee comprises two non-Executive Independent Directors namely Mr. Michael Bastian and Ms. Gauri Rasgotra and an Executive Director Shri M. L. Pachisia. Mr. Michael Bastian is the Chairman of the Committee. Shri R. P Dutta, the Company Secretary is the Compliance Officer.

During the year ended 31 March 2015, 7 complaints received from the shareholders/debenture holders were attended on time and there were no grievances pending as on 31 March 2015. There were no share transfers pending for registration for more than 15 days as on 31 March 2015.

7. CORPORATE SOCIAL RESPONSIBILITY (CSR)

COMMITTEE

In terms of Section 135 of the Companies Act, 2013, the Board has constituted a Corporate Social Responsibility (CSR) Committee of the Board.

The Scope of the CSR Committee broadly includes -

(i) Formulate and review the CSR Policy

(ii) Decide the CSR activities to be taken up by the Company in accordance with this Policy;

(iii) Decide the amount to be allocated for each project or activity;

(iv) Oversee and monitor the progress of the initiatives rolled out under this Policy; and

(v) Submit a report, to the Board on all CSR activities undertaken during the financial year

The CSR Committee comprises two ron-Executive Independent Directors namely Shri B. K. Jhawar, Shri n. S. Sisodia and an Executive Director Shri M. L. Pachisia. Shri B. K. Jhawar is the Chairman of the Committee. The Company Secretary acts as Secretary to the Committee.

One CSR Committee meeting was held on 3rd February 2015. Rll the members except Shri B. K. Jhawar attended the meeting.

Corporate Social Responsibility (CSR) Policy

The Company has adopted a CSR Policy. The salient features of the policy are as under:

Corporate Social Responsibility ("CSR") at Orient Paper & Industries Limited portrays the deep symbiotic relationship that the Company enjoys with the communities it is engaged with. Rs a responsible corporate citizen, we try to contribute for social and economic development on regular basis. We believe that to succeed, an organization must maintain highest standards of corporate behaviour towards it employees, consumers and societies in which it operates. We are of opinion that CSR underlines the objective of bringing about a difference and adding value in our stakeholder's lives.

1. CSR Programmes & Projects

(a) The Company proposes to adopt one or more of the following CSR activities as prescribed by applicable laws, including Schedule VII of the Companies Act, 2013, as amended from time to time:

(i) eradicating hunger, poverty and malnutrition, promoting health care (including preventive health care) and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water;

(ii) promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;

(iii) promoting gender equality empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

(iv) ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;

(v) protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

(vi) measures for the benefit of armed forces veterans, war widows and their dependents;

(vii) training to promote rural sports, nationally recognised sports, paralympic sports and Olympic sports;

(viii) contribution to the Prime Minister's national Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;

(ix) contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

(x) rural development projects; and

(xi) Slum area development.

(b) The CSR activities shall be undertaken within the territory of the Republic of India.

(c) The Company's CSR projects and programmes will be undertaken by the Company by itself or with joint and collaborative efforts of other companies.

(d) The CSR projects and programmes may also be implemented through registered public charitable trusts, not-for-profit companies set up under Section 25 of the Companies Act, 1956 (corresponding to Section 8 of the Companies Act, 2013) through recognized and reputed nGOs and similar entities.

2. Financial Outlay for CSR activities

(a) Every year, the Company shall with the approval of its Board make a budgetary allocation for CSR activities/ projects for the year. The budgetary allocation will be based on the profitability of the Company and the requirements of applicable laws.

(b) The Company expects to spend the budgeted amount allocated for CSR activities/ projects planned for each financial year, within that year. If for any reason, the budget of a year remains unutilised, the same would not lapse and would be carried forward to the next year for expenditure on CSR activities, which were planned for implementation in the previous year, but could not be completed due to some reason. The CSR Committee and the Board of Directors will disclose the reasons for not being able to spend the entire budgeted amount on the

CSR activities as planned for that year.

(c) The amount allocated for emergency needs but not utilised in the year of its allocation may be carried forward to the next year for utilization for CSR activities.

(d) Any surplus arising out of the CSR activities, projects or programs shall not form part of the business profits of the Company.

3. Implementation

(a) The Company will integrate its CSR plans and strategy with its business plans and strategies. For effective implementation, long-term CSR plans will be broken down into medium-term and short-term plans. Each plan recommended by the CSR Committee should specify the CSR activities planned to be undertaken for each year, define the responsibilities of the designated authorities to be engaged in this task, and also prescribe the measurable and the expected outcome and social/ environmental impact of the CSR activities.

(b) The Company recognizes that the period of implementation of its long term CSR projects can extend over several years depending upon the expected outcomes/ impact thereof. While planning for such long term projects the CSR Committee would estimate the total cost of each project and recommend to the board of directors of the Company that the Company should commit such amount for long term expenditure till the completion of the project.

(c) Each long term project will be broken up into annual targets and activities to be implemented sequentially on a yearly basis, and the budget would have to be allocated for the implementation of these activities and achievement of targets set for each successive year, till the final completion of the project.

(d) Where the CSR activities are closely aligned with the business strategy and the Company possesses core competence to do it, the Company may take up the implementation of CSR project with its own manpower and resources, if the CSR Committee is confident of its organizational capability to execute such projects.

(e) If in the opinion of the CSR Committee, the implementation of CSR projects requires specialised knowledge and

skills, and if the Company does not have such expertise in-house, wherewithal, and dedicated staff to carry out such activities, the CSR Committee may recommend to avail the services of external specialised agencies for the implementation of such CSR projects.

(f) In the event an external agency is engaged for the purposes of the CSR initiatives of the Company, the Company will need to enter into an agreement with the relevant executing/implementing external agency, setting out the terms and conditions of the engagement of the external agency.

4. Monitoring

(a) The Company recognises that monitoring is critical for assessment of the progress as regards timelines, budgetary expenditure and achievement of targets. Monitoring may be done periodically with the help of identified key performance indicators, the periodicity being determined primarily by the nature of key performance indicators.

(b) Monitoring will be done in project mode with continuous feedback mechanism, and recourse always available for mid-course correction in implementation, whenever required.

(c) The performance of the Company's CSR activities would be monitored on the basis of their achievement of annual targets and the utilization of their annual budgets for the activities planned and the targets set for each year.

(d) Implementation and monitoring of the CSR activities will be overseen by the CSR Committee. The monitoring and evaluation may be assigned by the CSR Committee to an independent external agency for the sake of objectivity and transparency.

(e) If the projects are being implemented by external agencies, the Company may in consultation with CSR Committee designate special executives for this purpose.

8. MEETING OF THE INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on 30th December, 2014, inter alia, to discuss:

• Evaluation of the performance of ron Independent Directors and the Board of Directors as a whole;

• Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and ron Executive Directors;

• Evaluation of the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Shri R. Ghosh is the Chairman. Rll the Independent Directors except Shri B. K. Jhawar attended the meeting.

9. WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement in line with the objective of strengthening the Governance mechanism and to report to the Rudit Committee instances of illegal or unethical practices, behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethic policy.

Rll stakeholders including directors and individual employee(s) & their representative bodies are eligible to make Protected Disclosures under this Policy. The policy is also posted on the website of the Company www.orientpaperindia.com

Rll Protected Disclosures should be addressed to the designated officer or in exceptional Circumstances to the Chairman of the Rudit Committee.

The contact details of the Designated Officer are:

The Company Secretary Orient Paper & Industries Limited Birla Building, 9/1, R. r. Mukherjee Road Kolkata 700001 email: cosec@orientpaperindia.com

The contact details of the Chairman of the Audit Committee are:

The Chairman of the Audit Committee C/o the Company Secretary Orient Paper & Industries Limited Birla Building, 9/1, R. r. Mukherjee Road Kolkata 700 001

Protection will be given to Whistle Blowers against any unfair practice The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Disclosure. ro personnel is denied access to the Rudit Committee.

10. APPOINTMENT/RE-APPOINTMENT OF DIRECTOR(S)

(i) Appointment of Ms. Garui Rasgotra as Director/Independent Director

Ms. Gauri Rasgotra (DIr:06862334) has been appointed as an Additional Director of the Company in the category of Independent Director with effect from 26th September 2014.

Rs an Rdditional Director, Ms. Rasgotra shall hold office up to the date of the ensuring Fnnual General Meeting. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013, from a member proposing her appointment as Director.

Further, the rumination & Remuneration Committee has recommended appointment of Ms. Gauri Rasgotra as Independent Director of the Company to hold office for 5 (Five) consecutive years w.e.f. the date of approval of her appointment at the ensuing Annual General Meeting of the Company, whose period of office shall not be liable to retire by rotation, in terms of Section 149 read with Schedule IV of the Companies Act, 2013 or any amendment/modification thereof and the Listing Agreement with the Stock Exchanges.

Declarations have been received from the aforesaid Director that she meets the criteria of Independence prescribed under Section 149 of the Act and the Companies (Rppointment and Qualification of Directors) Rules, 2014. In the opinion of your Board, Ms. Rasgotra fulfills the conditions specified in the Act and the Rules there under for her appointment as Independent Director and that she is independent of the management of the Company.

In addition to sitting fees for attending meetings of the Board and Committees thereof, directors are entitled to remuneration by way of commission upto 1% of the net profits of the company for each financial year as may be determined by the Board.

In the view of your Board, the continued association of Ms. Rasgotra with the Company as Independent Director and the rich experience she bring with her would benefit the Company and hence the Board of Directors has recommended her appointment as an Independent Director of the Company.

Brief resume of Ms. Rasgotra and additional information pursuant to Clause 49 of the Listing Rgreements with Stock Exchanges is provided below:

Ms. Gauri Rasgotra (46), is an advocate. She has rare combination of advisory and litigation experience of 21 years in both academic and corporate settings. She has 15 years of active experience in litigation in the Supreme Court as well as other courts in India on behalf of M/s. Khaian & Co LLP. She also worked in U.S.R. at the George Washington University Law School.

She is presently a Director on the Boards of Orient Paper & Industries Ltd., VISR Steel Ltd. and HIL Ltd.

She is the member of the Rudit Committee of Orient Paper & Industries Ltd. and HIL Ltd., member of Corporate Social Responsibility Committee of Orient Paper & Industries Ltd., member of Stakeholders' Relationship Committee of Orient Paper & Industries Ltd., HIL Ltd. and VISR Steel Ltd. and member of romination and Remuneration Committee of HIL Ltd. and VISR Steel Ltd.

She does not hold any equity shares in the Company.

(ii) Re-appointment of Shri Chandra Kant Birla as Director

Brief resume of Shri Birla seeking re-appointment in terms of the provisions of the Companies Act, 2013 is provided below:

Shri Chandra Kant Birla (60), Dm: 00118473, was appointed as a Director of the Company on 29th September 1978. He is the non executive Chairman of the Company. He is an industrialist and heads the C.K. Birla Group, which is in various verticals such as cement, paper, chemicals, consumer durables, auto components, automobiles, precision bearings, building materials, construction, earth moving equipment, information technology, etc.

List of other Directorship held (excluding Directorship in Private Limited and Foreign Company) (i) rational Engineering Industries Ltd. (ii) RVTEC Ltd. (iii) HIL Ltd. (iv) Birlasoft(India) Ltd. (v) reosym Industry Ltd. and (vi) Orient Cement Ltd.

He is not a Chairman/Member of any Committees of the Board of any of the Companies in which he is a Director

11. CODE OF CONDUCT FOR DIRECTORS RND SENIOR MRNRGEMENT

A Code of Conduct as applicable to the Directors and the members of the senior management was approved by the Board and the same is being duly abided by all of them. Declaration to this effect was obtained from the Managing Director and is annexed herewith.

12. CEO/CFO Certificate

The Managing Director & CEO and Chief Financial Officer have issued certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed.

13. COMPLIRNCE CERTIFICRTE

Compliance certificate for Corporate Governance from auditors of the Company is annexed herewith.

15. DISCLOSURES

i) There were no related party transactions that may have potential conflict with the Company's interest at large.

ii) no penalties or strictures were imposed on the Company by stock exchanges or the SEBI or any statutory authority on any matter related to capital markets during the last three years.

16. MERNS OF COMMUNICRTION

16.1 Half-yearly report sent to each household of shareholders: no

16.2 Quarterly results which news papers normally publish in one English daily newspaper circulating in the whole/ substantially the whole of India and in one daily newspaper published in Oriya language and also put on Company's website www.orientpaperindia.com

16.3 Whether Management Discussion and Analysis is a part of the Annual Report - yes.

17. GENERRL SHRREHOLDER INFORMRTION

17.1 Annual General Meeting

Day & Date: Thursday, 20th August, 2015

Time: 10.00 a.m.

Venue: Unit - VIII, Plot no. 7, Bhoinagar, Bhubaneswar -751012 (Odisha)

17.2 The Company follows 1st April to 31st March as Financial year.

17.3 Dividend Payment Date: Dividend shall be paid to all eligible shareholders on or after 20th August 2015

17.4 Financial calendar 2015-16

First quarterly results : Before 14 August 2015

Second quarterly results : Before 14 November 2015

Third quarterly results : Before 14 February 2016

Audited yearly results for the year ending 31 March 2016  : Before end of May 2016

Dates of book closure Friday, 14th August 2015 to 20thAugust 2015 (both days inclusive).

17.6 Listing on stock exchanges

The equity shares of the Company are listed at the following stock exchanges:

(i) BSE Ltd, Phiroze Jeejeebhoi Towers, Dalal Street, Fort, Mumbai - 400001

(ii) The national Stock Exchange of India Ltd Exchange Plaza, 5th floor, Plot no. C/1, G Block Bandra - Kurla Complex, Bandra East, Mumbai - 400 051

NOTE: Listing fee has been paid to BSE Ltd and The national Stock Exchange of India Ltd for the year 2015-16.

17.7 Stock code

The stock code for the equity shares of the Company are as follows:

BSE Ltd 502420

national Stock Exchange of India Ltd. ORIENTPPR

17.10 Registrar and Transfer Rgent (RTR)

The Company has changed its RTA from M/s. MCS Ltd. to M/s. MCS Share Transfer Agent Ltd. The details of RTA are as follows:

M/s MCS Share Tranfer Agent Limited 12/1/5, Manoharpukur Road, Ground floor, Kolkata-700 026 (WB) Tel. no.: 033 4072 4051/4052/4053, Fax no. 033 4072 4050, Email:mcssta@rediffmail.com name of the contact person :Mr. Subhas Bhattacharya, Compliance Officer.

17.11 Share Transfer System

Shares sent for transfer in physical form are registered and returned within a period of 15 days from the date of receipt, if the documents are clear in all respects. Shares under objection are returned within two weeks. The Officers of the Registrars were authorised to approve transfers.

17.16 Plants (manufacturing units):

1. Orient Paper Mills, P.O. Fmlai Paper Mills, Dist. Shahdol - 484117 (MP)

2. Orient Paper Mills, P.O. Brajrajnagar, Dist. Jharsuguda -768216 (Orissa)

3. Orient Electric, 6, Ghore Bibi Lane, Kolkata - 700 054 (WB).

4. Orient Electric, 11, Industrial Estate, Sector 6, Faridabad - 121006 (Haryana)

5. Orient Electric, 17, Taratalla Road, Kolkata-700088 (WB)

6. Orient Electric, C-130,Sector 63, roida 201301 (UP

7. Orient Electric, D-209,Sector 63, roida 201301 (UP)

17.17 Address for correspondence:

Orient Paper & Industries Ltd Birla Building, 13th Floor, 9/1, R. R Mukherjee Road, Kolkata - 700001 (WB) Email ID: cosec@orientpaperindia.com

The above report was placed before the Board at its meeting held on 11th May, 2015 and was approved.

C.K. Birla

Chairman