Directors' Report

Dear Shareowners,

Your Directors have pleasure in presenting their twenty-ninth Annual Report along with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2015.

DIVIDEND :

Your Directors are pleased to recommend a dividend of Rs. 2.20 (110%) per share for the financial year 2014-15.The dividend, if declared, work out to about 48.79% (including dividend distribution tax) as against your Company's policy of distribution of minimum of 25 % of its net profit.

(3) OPERATIONS :

(i) During the year under review, the Company achieved a turnover of Rs. 95,937 Lac as compared to Rs. 86,131 Lac in financial year 2013-14.

(ii) Profit before depreciation and income tax for the year under review stood at Rs. 22,674 Lac as against Rs. 19,571 Lac in the previous year.

(iii) After providing Rs. 2,819 Lac for depreciation, Rs. 6,925 Lac for income tax, deferred tax, profit after tax for the year stood at Rs. 12,930 Lac as against Rs. 11,318 Lac achieved in the previous year on standalone basis.

(4) PERFORMANCE OF DIVISIONS :

Content Publishing Division :

Your Directors inform that the content publishing business achieved revenue of Rs. 53,190 Lac in financial year 2014-15 as compared to Rs. 47,512 Lac achieved in financial year 2013-14, thereby registering a growth of 11.95%. This growth was mainly on account of change in syllabus in the State of Maharashtra and Gujarat. The PBIT in the segment also showed an improvement from 33.57 % to 34.39%. Your Directors are expecting to grow its presence in the other states with the help of its CBSE content business. Your Directors have pleasure in informing that the growth may continue to be double digit in the segment with the help of syllabi change and also tapping more schools.

Stationery Division :

The stationery business achieved turnover of Rs. 42,240 Lac in financial year 2014-15 against Rs. 38,115 Lac achieved in financial year 2013-14, a double digital growth of 10.82%. The major contributor for this growth was exports of stationery products. Your Company shall continue to focus on the exports of the stationery business and is expecting to have more relationships in the US markets which will further drive the growth in the exports of stationery products. Your Directors have pleasure to inform that your company's stationery products have been appreciated in the retail chains in the US and it is expected that the strategic relationships will help the company to step on to the next level.

(5) DIRECTORS' RESPONSIBILITY STATEMENT :

As required under Section 134(3) (c) of the Companies Act, 2013 your Directors hereby state:

• that in the preparation of annual financial statements for the year ended 31stMarch,2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

• that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are 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 and of the profit and loss of the Company for that period;

• that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• that the Directors have prepared the annual accounts on a going concern basis;

• 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;

• The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(6) DIRECTORS :

Smt. Usha Laxman was appointed as Director of the Company wef 11th August, 2014. Shri L.D. Shah resigned from directorship of the Company wef 11th August, 2014 due to his advancing age. The Board of Directors place on record its appreciation for his valuable contribution made during his long association as a Director of the Company.

Shri Gnanesh D. Gala and Shri Raju H. Gala, Directors of the Company, retire by rotation and, being eligible offer themselves for reappointment. Your Directors recommend Shri Gnanesh D. Gala and Shri Raju H. Gala for their re-appointment.

(7) RISK MANAGEMENT POLICY :

During the year under review, the Company has identified and evaluated elements of business risk. Business risk, inter-alia, includes fluctuations in Foreign Exchange, Regulatory Risk, Competition from other players and High Input Costs. The Risk Management Framework defines the risk management approach of the Company and includes periodic review of such risk and also documentation, mitigating controls and reporting mechanism of such risks. The Board of Directors and senior management

team currently assess the operations and operating environment to identify potential risks and take necessary action to mitigate the same.

(8) CORPORATE SOCIAL RESPONSIBILITY :

Overview of Social Responsibility of Navneet Group

Navneet Group has a long history of philanthropy. We take our Social Responsibility seriously. Over the past decades, Navneet has been actively involved in building the social infrastructure of the country. Notable sectors in which Navneet has contributed and is still actively contributing include:

Healthcare

Navneet has been instrumental in setting up and is supporting over 7 hospitals directly. We also provide financial support to hundreds of patients with little or no means to pay for expensive medical treatments for illnesses ranging from kidney failure to cancer.

Education

Navneet Group has established and supports schools and colleges which cater to sections of community which generally left out of the educational system due to social, cultural or financial considerations. Additionally, Navneet Group provides scholarships and financial aid to outstanding students with poor financial backgrounds to help them continue their studies and make a career.

Disaster response

Navneet Group is one of the first ones to reach out to people struck by natural calamities. We have been actively involved in relief and rehabilitation efforts during Kutch Earthquake -2001, Bihar floods - 2008, Uttarakhand Floods - 2013. Through our unique Owner Driven Rehabilitation model, local communities are actively involved in rebuilding their houses and their lives.

Animal Shelters

Navneet Group also cares for animals. During droughts, domestic animals are the first ones to bear the brunt and are abandoned. Navneet Group supports animal shelters which care for such abandoned animals and ensures that they are cared for. During the severe drought of Kutch, Navneet supported 40 villages where cattle feed & water was provided to animals for 5 long months.

CSR Activities during financial year 2014-15

During the financial year, Navneet Group engaged in following thematic areas to fulfill its commitment towards the community and country at large:

Education

Navneet Civil Engineering College at Jakhani, Mandvi Kutch

Navneet Group has set up this premier institution in Kutch. This is first of its kind college in Kutch which boasts of world class facilities. Over 350 students are currently studying at the Navneet Civil Engineering College. The Navneet Civil Engineering College is affiliated to Gujarat Technical University (GTU) and has accreditation from the Directorate of Technical Education (DTE). Students graduating from the Navneet Civil Engineering College are equipped with a robust engineering degree that will help them get jobs in private and public sector enterprises.

Memory and brain power through meditation

At Navneet, we believe in holistic education. We stress not only on academic excellence through excellent textbooks, guides and other material, but on development of brain through meditation and other such techniques. Navneet supported over 500 deserving students who underwent the Saraswati Sadhana programme to develop their memory and brain power though the use of various meditation techniques. This helped them excel in academics.

Healthcare

Today, the pace of life has quickened so much that a person has little time to reflect on her/his lifestyle and the potential health related issues that might be accumulating in her/his bodies.

To spread awareness towards such issues and to help people from economically weaker sections of the community, we organized a comprehensive health check-up camp which screened over 10,000 people in Mumbai.

Elders' Home

An alarming number of India's 91 million senior citizens are suffering from loneliness, neglect, and depression.

Navneet group has contributed in setting up an elder's home in response to the latent need for a secure and well maintained retirement homes for senior citizens in Kutch, Gujarat.

The campus is ideally suited for senior citizens and incorporates ecofriendly environment, organic food, solar cooking and water heating, water harvesting and waste water recycling. Residents are encouraged to take part in development of nearby villages, showcase their talents, and lead a productive life.

In case of any medical emergency, the campus is connected to a multi-specialty hospital (supported by Navneet).Currently, over 20 senior citizens have made this complex as their home and are living a happy productive life.

Subsidized housing

Owning a house is a big dream for any family. This remains an unfulfilled dream for many families, especially in cities like Mumbai where real estate prices are sky-rocketing.

Navneet took a note of this and has created an entire housing colony targeted towards providing decent housing to needy families. The houses have been availed to the residents, belonging from economically weak sections of the community, at only 30% of the cost of construction. Navneet Nagar exhibits modern architecture, is surrounded by open green spaces and has ample play zones for children which makes growing up fun. The complex is dotted with ample trees to provide a serene and pollution free environment for residents.

Today over 1,000 families are residents of Navneet Nagar and have made the colony a vibrant place.

CSR Annual Report is annexed as Annexure 'A' containing details of expenses under each thematic area and institutions and forms an integral part of the Report.

(9) NOMINATION AND REMUNERATION POLICY :

The Board of Directors has framed a policy which lays down a framework in relation to remuneration to Directors, Managerial Personnel and senior Management of the Company. The policy lays down the criteria for selection and appointment of Board members. The details of this policy form part of Corporate Governance Report.

(10) MEETINGS :

The details of the number of meetings of the Board held during the financial year 2014-15 forms part of the Corporate Governance Report.

(11) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY :

Your Company has laid down policies, guidelines and procedures that form part of internal control systems, which provides for automatic checks and balances. Your Company has maintained a proper and adequate system of internal controls. This ensures the safeguarding of assets and properties of the Company and protects against unauthorised use and disposal of the assets. Your Company's internal control systems commensurate with the nature and size of its business operations. Internal Financial Controls are evaluated and internal auditors' reports are reviewed by the audit committee.

(12) STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS :

All independent directors have given declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

(13) RELATED PARTY TRANSACTION :

All related party transactions that were entered into during the financial year were on arm's length basis and in the ordinary course of the business. There are no materially significant related party transaction made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. All related party transactions are presented to the audit committee. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transaction is presented before the audit committee on quarterly basis, specifying the nature, value and terms and conditions of the transaction. The related party transaction policy is uploaded on the Company's website. The details of the related party transactions are provided in the accompanying financial statements. Since all related party transaction entered into by the company were in the ordinary course of business and at arm's length basis, Form AOC- 2 is not applicable to the Company.

(14) CONSOLIDATED FINANCIAL STATEMENTS :

Your Directors have pleasure in presenting Consolidated Financial Statements which form part of the Annual Report and Accounts.

(15) PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS :

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

(16) BOARD EVALUATION :

Pursuant to the provisions of Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration various aspects of Board's function, composition of the Board and its committee, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

(17) WHISTLE BLOWER POLICY :

The Company has a whistle blower policy to report genuine concerns or grievances. The whistle blower policy of the company has been hosted on Company's website.

(18) ANNUAL RETURN :

The details forming part of the extract of the Annual Return in the Form MGT-9 as required under Section 92 of the Companies Act, 2013 is included in the report as Annexure 'B' and forms part of this report.

(19) SECRETARIAL AUDIT :

The Board has appointed CS Sunil M. Dedhia & Co. Practising Company Secretary to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as Annexure 'C' and forms part of this report.

(20) SUBSIDIARY COMPANY :

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the Company in the immediately preceding accounting year or has generated 20% of the consolidated income of the company during the previous financial year. A statement containing salient features of the financial statements of subsidiary company in the prescribed format AOC-1 is included in the report as Annexure 'D' and forms part of this Report.

(21) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS :

The Company has a familiarisation programme for independent directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business models of the Company, etc. and the same is available on the website of the Company.

(22) AUDITORS :

In the 28th Annual General Meeting (AGM) of the Company held on 29th September, 2014 M/s. GBCA & Associates (formerly M/s. Ghalla & Bhansali), Chartered Accountants (Firm Registration No.103142W), had been appointed as Statutory Auditors of the Company for a period up to 3 (three) years to hold office from the conclusion of the 28th AGM until the conclusion of the 31th AGM of the Company. In terms of the provisions of the Companies Act, 2013, it is necessary to get the appointment ratified by the shareholders of the Company in every AGM until the expiry of the period of the original appointment. Necessary resolution for ratification of their appointment and approval of remuneration has been included in the Notice convening the ensuing Annual General Meeting.

(23) COMMENTS ON AUDITORS' REPORT :

There are no qualification, reservation or adverse remarks or disclaimer made by the statutory auditors in its report; and by company secretary in practice in his secretarial audit report.

(24) CORPORATE GOVERNANCE :

Your Company has complied with Clause 49 of the Listing Agreement entered with the Stock Exchanges. A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, along with Auditor's Certificate on compliance with the Corporate Governance, forms part of this Annual Report.

(25) MANAGEMENT DISCUSSION AND ANALYSIS :

As per Clause 49 of the Listing Agreement, Management Discussion and Analysis report forms part of this Annual Report.

(26) CREDIT RATING :

During the year under review CRISIL has assigned CRISIL A1 + (pronounced CRISIL A One Plus) rating to the short term debt programme (including Commercial Paper) of the Company, while reaffirming its rating on the Company's bank facilities at CRISIL AA/Stable/CRISIL A1+.The instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations.

(27) WAREX - WAREHOUSE EXCELLENCE CERTIFICATION :

Your Directors have pleasure in informing that the Company has been awarded Platinum Certified 'WAREX- WAREHOUSE EXCELLENCE CERTIFICATION' by Institute of Logistics,Confederation of Indian Industry (CII) for Company's Khaniwade facility for sustainable warehouse operations. It is also pleasure to inform that there are 21 WAREX certified warehouses in India and only two of them are Platinum certified and your Company is one of them.

(28) MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT :

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of report.

(29) SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

(30) DEPOSITS :

Your Company has neither accepted nor renewed any deposits during the year under review. The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

(31) OTHER REPORTING REQUIREMENT :

During the financial year 2014 -15, Grafalco Ediciones S.L. ceased to be a subsidiary of the Company.

(32) DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

(A) CONSERVATION OF ENERGY

Company's plant was designed to achieve high efficiency in the utilisation of energy. The key areas with regards to reduction of energy are identified and constant efforts are made towards energy conservation.

(B) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION Research & Development

(1) Efforts in brief towards technology absorption, adaptation & innovation

Through visits of technical personnel to developed Western countries, your Company keeps abreast with the Advanced Technology Development and through specific programmes introduces, adopts and absorbs these sophisticated technologies.

(2) Benefits derived as a result of the above efforts

In view of the above, your Company has been able to achieve a higher production, accuracy and perfection in printing.

(3) In case of Imported Technology

(i) Technologies Imported} None, your Company has not imported any Technology

(ii) Year of Import } None, your Company has not imported any Technology

 (iii) Has the technology been fully absorbed?} None, your Company has not imported any Technology

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company's export turnover has been Rs. 17,124 Lac. Total Foreign Exchange earned and used

(i) Foreign Exchange earned : Rs. 17,021 Lac

(ii) Foreign Exchange used : Rs. 2,225 Lac

(33) ACKNOWLEDGEMENT :

The Directors express their thanks to shareholders, bankers, financial institutions, customers, suppliers, government and other regulatory authorities for their continued support.Your Directors place on record their appreciation to the employees at all levels for their committed services to the Company.

For and on behalf of the Board of Directors

 sd / - Kamlesh S. Vikamsey

Chairman

Place : Mumbai

Date : 28th May, 2015