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Directors Report of Shree Rama Newsprint Ltd.
Mar 31, 2025
Your Directors are pleased to present the 34th Annual Report together with the Audited Accounts for the Financial
Year ended on 31st March 2025.
FINANCIAL RFSIIITS-
|
Particulars |
Financial |
Financial |
|
CONTINUING OPERATIONS |
||
|
Revenue from operations |
4,413.21 |
4,703.68 |
|
Other Income |
466.38 |
130.46 |
|
Profit/(Loss) before Interest, Depreciation and Tax from Continuing |
1168.25 |
785.78 |
|
Finance Cost |
3,612.35 |
3,662.32 |
|
Profit/(Loss) before Depreciation and Tax from Continuing operations |
(2,444.10) |
(2876.54) |
|
Depreciation |
417.29 |
414.44 |
|
Profit /(Loss) before Tax and exceptional items from Continuing operations |
(2,861.39) |
(3,290.98) |
|
Tax Expenses from continuing Operations |
- |
- |
|
Profit / (Loss) after tax from Continuing operations for the period |
(2,861.39) |
(3,290.98) |
|
DISCONTINUED OPERATIONS |
||
|
Profit/(Loss) before tax from discontinued operations |
(7,767.30) |
(1,545.22) |
|
Profit/(Loss) for the period |
(10,628.69) |
(4,836.20) |
|
Other Comprehensive Income |
0.93 |
6.25 |
|
Total comprehensive income for the period |
(10,627.76) |
(4,829.95) |
CLOSURE OF PAPER DIVISION AND IDENTIFICATION AS DISCONTINUED OPERATION:
The Board of Directors in its meeting held on 14.02.2023 has decided to close the paper division of the Company
post retrenchment of all workmen. Further the paper division of the Company has been identified as discontinued
operation and related assets and liabilities of the Paper division (mainly plant and machineries and other related
assets) are shown separately in Balance Sheet under the head assets/liabilities held for sale form assets/liabilities
pertaining to continuing operations i.e. packaged water bottling division.
EXTENSION OF TIME FRAME FOR COMPLETION OF SALE OF NON CURRENT ASSETS HELD FOR SALE:
The Paper division of the Company has been classified as a discontinued operation according to the meeting held
on February 14, 2023. Consequently, the assets and liabilities related to the Paper division, primarily comprising
plant, machinery, and other associated assets, are presented separately from those related to continuing operations,
specifically the Water bottling division. The Company remains committed to the disposal of the remaining assets
of the paper division and is actively exploring various alternatives to realize their value. Due to the nature and
geographical dispersion of these assets, as well as the anticipated fair value from their disposal, the Company has
extended the timeframe for completing the disposal.
In accordance with Ind AS 105, assets held for sale (paper division) are not depreciated and are measured at the
lower of carrying amount and fair value less costs to sell, accordingly the Company has gone under the process of
determining the fair value of these assets and believes that the disposal group has been measured at the lower of
it''s carrying amount and fair value less costs to sell, thus the Company had recognised further an impairment loss of
Rs. 6,956 Lakhs during financial year 2024-25.
REVIEW OF BUSINESS OPERATIONS AND PERFORMANCE:
⢠Paper Segment (Newsprint, Writing Printing & Kraft Paper)
The Company had no production during the Financial Year 2024-25 and previous Year 2023-24. The Paper
division of the Company was shut down from 18.12.2021 for want of coal and later abnormal rise in rates of
waste paper & coal rendered operations unviable. Company has retrenched all workmen in paper division w.e.f.
17.12.2022.
The Company has achieved sales of 273 MT during the Financial Year 2024-25 as against of 375 MT during the
Financial Year 2023-24.
⢠Packaged Water Bottling Segment
The Company has produced 42.37 lakhs cases (1520.28 lakh bottles) during the Financial Year 2024-25 as against
45.44 lakhs cases (1658.70 lakh bottles) in previous financial year.
Further the sale of packaged water bottles during Financial year 2024-25 was of 42.39 lakh cases (1518.06 lakh
bottles) as against 44.72 lakh cases (1632.30 lakh bottles) during previous financial year.
The Company has achieved overall turnover of Rs. 4,413.21 Lakhs in F.Y. 2024-25 as against Rs. 4,703.68 Lakhs in F.Y.
2023-24 from continuing operations.
The Net Loss from continuing operations stood at ?2,861.39 lakhs in FY 2024-25 as against ?3,290.98 lakhs in FY
2023-24. The losses are mainly attributable to the recurring provision of interest on Non-Convertible Redeemable
Preference Shares (NCRPS) amounting to ?35 crore.
The Net Loss from discontinued operations was ?7,767.30 lakhs in FY 2024-25 as against ?1,545.22 lakhs in FY 2023¬
24, primarily on account of an impairment loss of ?6,956.45 lakhs recognized on remeasurement of assets to fair
value less cost to sell.
EXPORT:
There was no export done by the Company in F.Y. 2024-25 and previous Year 2023-24.
CHANGE IN NATURE OF BUSINESS:
During the year under review, there was no change in nature of business of the Company.
DIVIDEND:
Your Directors have not recommended any dividend for the year under review due to losses suffered.
SHARE CAPITAL:
Authorised Share Capital:
As on 31st March, 2025 the authorized share capital of the Company is Rs. 7,00,00,00,000/- (Rupees Seven Hundred
Crores Only) divided into 30,00,00,000 (Thirty Crores) Equity Shares of Rs. 10/- (Rupees Ten) each and 4,00,00,000
(Four Crores) Preference Shares of Rs. 100/- (Rupees One Hundred) each.
Issued, Subscribed and Paid Up Share Capital:-
The Paid up Equity Share Capital of the Company as on 31st March, 2025 is Rs. 497,52,20,320 divided into 14,75,22,032
equity shares of Rs. 10/- each and 3,50,00,000 Non-Convertible Redeemable Preference Shares of Rs. 100/- each.
During the year under review, the Company has neither issued shares or convertible securities nor shares with
differential voting rights and has not granted any stock options or sweat equity or warrants.
TRANSFER TO RESERVES:
In view of losses suffered by the Company, the Board has not proposed to transfer any amount to the General
Reserves or any other Reserve for the year under review.
FINANCES:
The Company has repaid term loan of Rs. 12.42 Crores to ICICI bank Limited during F.Y. 2024-25.
Further the total Finance Costs mentioned in Note No. 23 to the financial statements includes dividend of Rs. 3,500.00
Lakhs on 10% Non-Convertible Cumulative Non-Participating Redeemable Preference Shares (NCRPS) having Face
Value Rs 100.00 each issued to Riddhi Siddhi Gluco Biols Limited (Holding Company) aggregating to Rs. 35,000 lakhs.
DEPOSIT:
The Company has not accepted or renewed any deposit during the year and there is no outstanding on this account
in books of the Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any joint venture, subsidiary or associate company within the meaning of Section 2(6)
of the Companies Act, 2013.
ANNUAL RETURN:
The Annual Return of the Company for the Financial Year ended on 31.03.2025 is placed on website of the Company.
The weblink of the same is : https://ramanewsprint.com/investors-annual-return.html
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013:
The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies
Act, 2013. However, details of investments made by the Company are mentioned in the financial statement of the
Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has entered into related party transactions as enumerated in Section 188 of the Companies Act, 2013
during the year under review and disclosed the said information in Form AOC-2 which is attached as "Annexure - I".
NUMBER OF MEETINGS OF THE BOARD:
During the year under review, 4 (Four) Meetings of Board of Directors were convened and held on 20.05.2024,
14.08.2024, 11.11.2024 and 05.02.2025. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Siddharth Chowdhary (DIN: 01798350) retires from the office by rotation and being eligible offered himself for
re-appointment in the ensuing AGM.
Mr. Akshay Jain has resigned as an Independent Director of the Company w.e.f. 5th March, 2025.
Further, subject to the approval of the members at the ensuing AGM and pursuant to recommendation of
Nomination and Remuneration Committee, Board of Directors of the Company in its meeting held on 12.08.2025
has re-appointed Mr. Siddharth Chowdhary as Whole Time Director of the Company for a period of 3 years from
10.12.2025.
Mr. Sharad Jain, Company Secretary (Mem. No. F13058) has resigned from his office as Company Secretary and
Compliance Officer with effect from closure of business hours of 05.02.2025. Board of Directors of the Company in
its meeting held on 29.05.2025 has appointed Mr. Shubham Ajmera (Mem. No. A76790) as Company Secretary and
Compliance Officer of the Company.
Apart from above, there are no other changes in the Directors or KMP during the year.
DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013:
The Directors hereby confirm that: -
(a) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with
proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistently and made judgments 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 loss of the company for that period;
(c) the Directors had 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;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) 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; and
(f) 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.
STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a
declaration confirming the compliance of the criteria of independence stipulated in the aforesaid section.
DETAILS OF COMMITTEE OF DIRECTORS:
The Composition of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship/
Grievances Committee, Corporate Social Responsibility Committee, number of meetings held of each Committee
during the financial year 2024-25 and meetings attended by each member of the Committee as required under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in
Corporate Governance Report forming part of this Annual Report.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS:
The Company has devised a Policy for performance evaluation of the Board, Committees and other Individual
Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-Executive
Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and
committee meetings, acquaintance with business, communicating inter-se board members, effective participation,
domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers,
etc., which is in compliance with applicable laws, regulations and guidelines.
The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and
Chairman. The Chairman of the respective Board Committees shared the report on evaluation with the respective
Committee members. The performance of each Committee was evaluated by the Board, based on report on
evaluation received from respective Board Committees. The reports on performance evaluation of the Individual
Directors were reviewed by the Chairman of the Board.
In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, the performance evaluation was carried out as under:
Board:
In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors
evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes,
Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the
Board as a whole based on various criteria specified by SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Board and the Independent Directors were of the unanimous view that performance of the
Board of Directors as a whole was satisfactory.
Committees of the Board:
The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders
Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition,
committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were
performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory
requirements including the provisions of the Act, the Rules framed thereunder and the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015.
Individual Directors:
Independent Directors:
In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of
each Independent Director was evaluated by the entire Board of Directors (excluding the Director being evaluated)
on various parameters like engagement, leadership, analysis, decision making, communication, governance and
interest of stakeholders. The Board was of the unanimous view that each Independent Director was a reputed
professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the
contribution made by all the Independent Directors in guiding the management in achieving higher growth and
concluded that continuance of each Independent Director on the Board will be in the interest of the Company.
The Board has received necessary declarations from all the Independent Directors regarding compliance of Code
of conduct applicable to Independent Directors as prescribed under Schedule IV to the Act along with certificate
under Section 149(7) of the Companies Act, 2013 regarding meeting the criteria of independence as provided in
sub-section (6) of Section 149 of the companies Act, 2013.
Non-Independent Directors:
The performance of each of the Non-Independent Directors (including the Chairperson) was evaluated by the
Independent Directors at their separate meeting held on 05.02.2025. Further, their performance was also evaluated by
the Board of Directors.The various criteria considered for the purpose of evaluation included leadership, engagement,
transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The
Independent Directors and the Board were of the unanimous view that each of the Non-Independent Directors was
providing good business and people leadership.
INTERNAL CONTROL SYSTEMS:
The Company has an adequate system of internal control procedures which is commensurate with the size and
nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected
against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the
Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the
Audit Committee of the Board of Directors.
APPOINTMENT AND 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 which is available on Company''s
website at www.ramanewsprint.com. The weblink for the same is http://ramanewsprint.com/investors/POLICY/
APPOINTMENT%20POLICY.pdf
WHISTLE BLOWER POLICY:
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and
other Stakeholders of the Company to report concerns about illegal and unethical practices, unethical behavior,
actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy which is available at the
Company''s website at www.ramanewsprint.com. The weblink for same is http://ramanewsprint.com/investors/
POLICY/WHISTLE%20BLOWER%20POLICY.pdf
POLICY ON PRESERVATION OF DOCUMENTS
The Board framed policy on Preservation of Documents as per the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 which is available at the Company''s website at www.
ramanewsprint.com. The weblink for same is http://ramanewsprint.com/investors/POLICY/POLICY%20ON%20
PRESERVATION%20OF%20DOCUMENTS.pdf
POLICY ON DETERMINING MATERIALITY FOR DISCLOSURE TO STOCK EXCHANGES:
The Board framed policy on Determining Materiality for Disclosure to Stock Exchanges as per the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is available at
the Company''s website at www.ramanewsprint.com. The weblink for same is http://ramanewsprint.com/investors/
POLICY/POLICY%20ON%20MATERIALITTY%20OF%20EVENTS.pdf
RISK MANAGEMENT:
The Management of the Company had evaluated the Risk Management framework and plans for mitigating the risks
and found the same to be adequate and sufficient as per size of the Company. Further presently there is no element
of risk identified by the management that may threaten the existence of the Company.
LISTING OF SHARES:
Equity Shares of Company continue to be listed on BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE).
The Company has duly paid listing fees to the Stock Exchanges for Current Financial Year.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
as required u/s 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as
"Annexure - II" to this Report and forms part of it.
CORPORATE GOVERNANCE REPORT:
Report on Corporate Governance is made part of this Annual Report. As required under Securities and Exchange
Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Certificate of Practicing
Company Secretary on Corporate Governance compliance is also annexed to this Annual Report.
The Certificate from Executive Director and Chief Financial Officer were placed before the Board of Directors at its
meeting held on 29.05.2025 is also annexed to this Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion and Analysis is made part of this Annual Report.
PARTICULARS OF EMPLOYEES:
Company does not have any employees who is drawing remuneration in excess of limit prescribed under section
197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
The information required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, attached as "Annexure- III"
The statement containing the names of top ten employees will be made available on request sent to the Company
on ramanewsprint@ramanewsprint.com.
SECRETARIAL AUDIT:
Pursuant to the provisions of Regulation 24A of Securities and Exchange Board of India (Listing Obligation and
Disclosure Requirements) Regulations, 2015, as amended, the Board hereby recommends appointment of Mr.
Kinjal Shah, Practicing Company Secretary, Ahmedabad (Membership No. F7417 and COP 21716) to undertake the
Secretarial Audit of the Company for a period of 5 Financial Years commencing from F.Y. 2025-26 for approval of
members in ensuing AGM.
Further the Secretarial Audit Report for the Financial Year 2024-25 issued by Mr. Kinjal Shah, Practicing Company
Secretary Ahmedabad in form MR-3 forms part of this report and marked as "Annexure-IV".
COST AUDIT:
Due to closure of paper division, the provisions regarding audit of cost records is not applicable to the Company for
the financial year 2024-25.
CASH FLOW STATEMENT:
As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Cash Flow Statement forms part of Audited Financial Statements is attached
to the Annual report.
STATUTORY AUDITORS:
M/s. Batliboi & Purohit, Chartered Accountants (FRN: 101048W) were re-appointed as Auditors of the Company, for
a term of 5 (five) consecutive years from the conclusion of 31st Annual General Meeting till the conclusion of 36th
Annual General Meeting of the Company, on such terms and remuneration as agreed upon between the Audit
Committee/Board of Directors and the Auditors.
EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK
OR DISCLAIMER MADE:
(i) by the Statutory Auditors'' in their Audit report;
There is no qualification, reservation or adverse remark or disclaimer in audit report issued by the Statutory Auditors
of the Company.
(ii) By the Secretarial Auditors'' in their Secretarial Audit Report;
There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit Report issued by the
Secretarial Auditors of the Company.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions regarding Corporate Social Responsibility ("CSR") as enumerated under section 135 of the Companies
Act 2013 are not applicable to the Company for the financial year 2024-25. As the provisions of CSR are not applicable
to the Company for the financial year 2024-25 therefore it is not required to attach the Annual Report on CSR
Activities with this report. However, Company has constituted CSR Committee and also adopted CSR Policy and the
details of the same is mentioned in the Corporate Governance Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
In terms of Section 134(3)(i) of the Companies Act, 2013, it is reported that, except as disclosed elsewhere in this
report, no material changes and commitments which could affect the Company''s financial position have occurred
between the end of the financial year of the Company and date of this report.
SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by Regulators, Courts or Tribunals impacting the going concern
status and company''s operations in future.
However, after closure of Financial year, Company has on May 15, 2025, received an Order dated May 1, 2025 from
Collector Surat ("impugned order") asking Company to surrender 121302 Square Meter of Land due to violation
of Collector order Dated 20.11.1992 regarding development of Gouchar land for the Village but mentioning in
the order that it has right of appeal to Secretary (Dispute) Revenue Department, Government of Gujarat if it is not
accepting the said order.
The Company has challenged the impugned before Hon''ble Secretary (Dispute) Revenue Department, Government
of Gujarat ("Appellate Authority") and the Appellate Authority in its hearing on 15.07.2025 has granted interim relief
to the Company staying effect of the impugned order regarding surrender of 121302 Square Meter of land allotted
to Company for development of gouchar land. The stay shall remain in effect until the next date of hearing i.e.
28.08.2025.
REPORTING OF FRAUD:
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the
Audit Committee and/or Board under section 143(12) of Act and Rules framed thereunder.
COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Directors confirm that, Company complies with applicable mandatory Secretarial Standards issued by The
Institute of Company Secretaries of India.
INDUSTRIAL RELATIONS:
The Company has retrenched all the workmen related to its paper division w.e.f. 17.12.2022. Further the paper
division of the Company has been identified as discontinued operation w.e.f 14.02.2023. The Company has duly
paid the legal dues of the workmen as per regulatory requirement. Further the industrial relations pertaining to
continuing operations i.e. packaged water bottling plant remained cordial throughout the year under review.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013:
The Board has developed the Sexual Harassment Policy of the Company for safety of the women employees employed
in the Company. It is hereby affirmed that the Company has also complied with provisions relating to constitution
of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Further the disclosure required as per clause (x) of sub Rule 5 of Rule 8 of Companies (Accounts)
Rules, 2014 is as under:
|
Sr. No |
Particulars |
Details |
|
(a) |
number of complaints of sexual harassment received in the year; |
Nil |
|
(b) |
number of complaints disposed off during the year; and |
Nil |
|
(c) |
number of cases pending for more than 90 days |
Nil |
COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:
During the year under review, the provisions of the Maternity Benefit Act, 1961 are not applicable to the Company.
PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE, 2016:
Ms. Shah Paper Mills Limited (Operational Creditor), has filed an application under Section 9 of IBC Code, 2016 for
initiation of Corporate Insolvency Resolution Process (CIRP) against the Company.
Hon''ble NCLT, Ahmedabad ("Adjudicating Authority") vide its order dated 18.10.2023 has rejected the application of
the Operational Creditor.
Further Hon''ble NCLAT, New Delhi ("Appellate Authority") vide its order dated 09.09.2024 has also rejected the
appeal filed by the Operational Creditor challenging order of Adjudicating Authority.
Furthermore, the Operational Creditor has preferred appeal before Hon''ble Supreme Court of India against order
of Appellate Authority. The said appeal is also dismissed by Hon''ble Supreme Court of India vide its order dated
13.12.2024.
Hence as on closure of Financial Year, there is no appeal/proceedings/matter pending against Company under
Insolvency and Bankruptcy Code, 2016.
DIFFERENCE IN VALUATION:
The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and
hence the details of difference between amount of the valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not
applicable.
ACKNOWLEDGEMENT:
The Directors wish to place on record and acknowledge their appreciation and gratitude for the continued co¬
operation and support received from the Union Government, the State Government of Gujarat, Regulatory
Bodies, participating Banks, Customers, Suppliers and Dealers. The Directors take this opportunity to express their
appreciation towards the dedication, commitment and teamwork shown by employees. Your Directors further thank
Members/Shareholders for their continued confidence reposed in the Management of the Company.
On behalf of Board of Directors
For Shree Rama Newsprint Limited
Date: 12.08.2025 Siddharth G. Chowdhary K.L. Chandak
Place: Ahmedabad Whole-time Director DIN: Director
DIN:01798350 00013487
Mar 31, 2024
Your Directors are pleased to present the 33rd Annual Report together with the Audited Accounts for the Financial Year ended on 31st March 2024.
FINANCIAL RESULTS: cm Lakhs)
|
Particulars |
Financial Year ended 31.03.2024 |
Financial Year ended 31.03.2023 |
|
CONTINUING OPERATIONS |
||
|
| Revenue from operations |
4,703.68 |
4,670.14 |
|
| Other Income |
130.46 |
163.90 |
|
Profit/(Loss) before Interest, Depreciation and Tax from Continuing operations |
785.78 |
608.78 |
|
| Finance Cost |
3,662.32 |
- |
|
| Profit/(Loss) before Depreciation and Tax from Continuing operations |
(2876.54) |
...................................................608.78 |
|
Depreciation |
414.44 |
416.74 |
|
Profit /(Loss) beforeTax and exceptional items from Continuing operations |
(3,290.98) |
192.04 |
|
| Tax Expenses from continuing Operations |
- |
- |
|
| Profit / (Loss) after tax from Continuing operations for the period DISCONTINUED OPERATIONS |
(3,290.98) |
..........................192.04 |
|
| Profit/(Loss) before tax from discontinued operations |
(1,545.22) |
(12010.59) |
|
Profit/(Loss) for the period |
(4,836.20) |
(11,818.55) |
|
| Other Comprehensive Income |
6.25 |
10.84 |
|
| Total comprehensive income for the period |
(4,829.95) |
(11,807.71) |
CLOSURE OF PAPER DIVISION AND IDENTIFICATION AS DISCONTINUED OPERATION:
The Board of Directors in its meeting held on 14.02.2023 has decided to close the paper division of the Company post retrenchment of all workmen. Further the paper division of the Company has been identified as discontinued operation and related assets and liabilities of the Paper division (mainly plant and machineries and other related assets) are shown separately in Balance Sheet under the head assets/liabilities held for sale form assets/liabilities pertaining to continuing operations i.e. packaged water bottling division.
EXTENSION OF TIME FRAME FOR COMPLETION OF SALE OF NON CURRENT ASSETS HELD FOR SALE:
The Paper division of the Company has been classified as a discontinued operation according to the meeting held on February 14, 2023. Consequently, the assets and liabilities related to the Paper division, primarily comprising plant, machinery, and other associated assets, are presented separately from those related to continuing operations, specifically the Water bottling division. The Company remains committed to the disposal of the remaining assets of the paper division and is actively exploring various alternatives to realize their value. Due to the nature and geographical dispersion of these assets, as well as the anticipated fair value from their disposal, the Company has extended the timeframe for completing the disposal. The Company has not observed any decline in the value of the assets classified as held for sale compared to the previous year, attributable to favorable primary market conditions. The Company will continue its efforts to sell these assets in the near future.
REVIEW OF BUSINESS OPERATIONS AND PERFORMANCE:
⢠Paper Segment (Newsprint, Writing Printing & Kraft Paper)
The Company had no production during the Financial Year 2023-24 and previous Year 2022-23. The Paper division of the Company was shut down from 18.12.2021 for want of coal and later abnormal rise in rates of waste paper & coal rendered operations unviable. Company has retrenched all workmen in paper division w.e.f. 17.12.2022.
The Company has achieved sales of 375 MT during the Financial Year 2023-24 as against of 4693 MT during the Financial Year 2022-23.
⢠Packaged Water Bottling Segment
The Company produced 45.44 lakhs cases (1658.70 lakh bottles) during the Financial Year 2023-24 as against 44.57 lakhs cases (1629.54 lakh bottles) in previous financial year.
Further the sale of packaged water bottles during Financial year 2023-24 was of 44.72 lakh cases 1632.30 lakh bottles) as against 44.52 lakh cases (1624.74 lakh bottles) of water bottle during previous financial year.
The Company has achieved overall turnover of Rs. 4,703.68 Lakhs in F.Y. 2023-24 as against Rs. 4,670.14 Lakhs in F.Y. 2022-23 from continuing operations.
The Net loss from continuing operations was of Rs. 3,290.98 Lakhs in F.Y. 2023-24 as against net profit of Rs. 192.04 Lakhs in F.Y. 2022-23.
The Net Loss pertaining to discontinued operations was Rs.1,545.22 lakhs for FY 2023-24 as against net loss of Rs. 12,010.59 for F.Y. 2022-23 due to diminution in value of plant & machinery.
EXPORT:
There was nil export by the Company in current year 2023-24 and previous Year 2022-23.
CHANGE IN NATURE OF BUSINESS:
During the year under review, there was no change in nature of business of the Company.
DIVIDEND:
Your Directors have not recommended any dividend for the year under review due to losses suffered.
SHARE CAPITAL:
As on 31st March, 2024 the authorized share capital of the Company is Rs. 7,00,00,00,000/- (Rupees Seven Hundred Crores Only) divided into 30,00,00,000 (Thirty Crores) Equity Shares of Rs. 10/- (Rupees Ten) each and 4,00,00,000 (Four Crores) Preference Shares of Rs. 100/- (Rupees One Hundred) each. The Paid up Share Capital of the Company as on 31st March, 2024 is Rs. 497,52,20,320 divided into 14,75,22,032 equity shares of Rs. 10/- each and 3,50,00,000 Preference Shares of Rs. 100/- each. During the year under review, the Company has neither issued shares or convertible securities nor shares with differential voting rights and has not granted any stock options or sweat equity or warrants.
TRANSFER TO RESERVES:
In view of losses suffered by the Company, the Board has not proposed to transfer any amount to the General Reserves or any other Reserve for the year under review.
FINANCES:
The Company has repaid term loan of Rs. 9.17 Crores to ICICI bank Limited during F.Y. 2023-24.
Further Interest on ICD / Other Interest mentioned in Note No. 23 to the financial statements includes dividend on 10% Non-Convertible Cumulative Non-Participating Redeemable Preference Shares (NCRPS) having Face Value Rs 100.00 each issued to Riddhi Siddhi Gluco Biols Limited (Holding Company) aggregating to Rs. 350.00 Crores.
DEPOSIT:
The Company has not accepted or renewed any deposit during the year and there is no outstanding on this account in books of the Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any joint venture, subsidiary or associate company within the meaning of Section 2(6) of the Companies Act, 2013.
ANNUAL RETURN:
The Annual Return of the Company for the Financial Year ended on 31.03.2024 is placed on website of the Company. The weblink of the same is : https://ramanewsprint.com/investors-annual-return.html
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013:
The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. However, details of investment made by the Company are mentioned in the financial statement of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has entered into related party transactions as enumerated in Section 188 of the Companies Act, 2013 during the year under review and disclosed the said information in Form AOC-2 which is attached as "Annexure - I".
NUMBER OF MEETINGS OF THE BOARD:
During the year under review, 4 (Four) Meetings of Board of Directors were convened and held on 29.05.2023, 11.08.2023, 04.11.2023 and 10.02.2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Siddharth G. Chowdhary (DIN: 01798350) retires from the office by rotation and being eligible offered himself for re-appointment in the ensuing AGM.
Board of Directors of the Company in its meeting held on 11.08.2023 has appointed Mr. Mukeshkumar Samdaria as Chief Financial Officer (CFO) and Mr. Sharad Jain (Mem. No. A57221) as Company Secretary & Compliance Officer of the Company. Mr. Mukeshkumar Samdaria is also CFO and Mr. Sharad Jain is also the Company Secretary of holding Company Riddhi Siddhi Gluco Biols Limited.
Members of the Company in its 32nd Annual General Meeting held on 26.09.2023 has reappointed Ms. Meenu Sajjak Singhvi (DIN: 08273316) as Independent Director of the Company for a second term of 5 consecutive years with effect from 03.11.2023 to 02.11.2028.
There are no other changes in the Directorship and KMP during the year.
DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013:
The Directors hereby confirm that: -
(a) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistently and made judgments 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;
(c) the Directors had 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;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) 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; and
(f) 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.
STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the criteria of independence stipulated in the aforesaid section.
DETAILS OF COMMITTEE OF DIRECTORS:
The Composition of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship/ Grievances Committee, Corporate Social Responsibility Committee, number of meetings held of each Committee during the financial year 2023-24 and meetings attended by each member of the Committee as required under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in Corporate Governance Report forming part of this Annual Report.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Company has devised a Policy for performance evaluation of the Board, Committees and other Individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines.
The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairman. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.
In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation was carried out as under:
Board:
In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria specified by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.
Committees of the Board:
The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
Individual Directors:
Independent Directors:
In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each Independent Director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the Independent Directors in guiding the management in achieving higher growth and concluded that continuance of each Independent Director on the Board will be in the interest of the Company.
The Board has received necessary declarations from all the Independent Directors regarding compliance of Code of conduct applicable to Independent Directors as prescribed under Schedule IV to the Act along with certificate under Section 149(7) of the Companies Act, 2013 regarding meeting the criteria of independence as provided in sub-section (6) of Section 149 of the companies Act, 2013.
Non-Independent Directors:
The performance of each of the Non-Independent Directors (including the Chairperson) was evaluated by the Independent Directors at their separate meeting held on 10.02.2024. Further, their performance was also evaluated by the Board of Directors.The various criteria considered for the purpose of evaluation included leadership, engagement,
transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the Non-Independent Directors was providing good business and people leadership.
INTERNAL CONTROL SYSTEMS:
The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.
APPOINTMENT AND 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 which is available on Company''s website at www.ramanewsprint.com. The weblink for the same is http://ramanewsprint.com/investors/POLICY/ APPOINTMENT%20POLICY.pdf
WHISTLE BLOWER POLICY:
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal and unethical practices, unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy which is available at the Company''s website at www.ramanewsprint.com. The weblink for same is http://ramanewsprint.com/investors/ POLICY/WHISTLE%20BLOWER%20POLICY.pdf
POLICY ON PRESERVATION OF DOCUMENTS
The Board framed policy on Preservation of Documents as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is available at the Company''s website at www. ramanewsprint.com. The weblink for same is http://ramanewsprint.com/investors/POLICY/POLICY%20ON%20 PRESERVATION%20OF%20DOCUMENTS.pdf
POLICY ON DETERMINING MATERIALITY FOR DISCLOSURE TO STOCK EXCHANGES:
The Board framed policy on Determining Materiality for Disclosure to Stock Exchanges as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is available at the Company''s website at www.ramanewsprint.com. The weblink for same is http://ramanewsprint.com/investors/ POLICY/POLICY%20ON%20MATERIALITTY%20OF%20EVENTS.pdf
RISK MANAGEMENT:
The Management of the Company had evaluated the Risk Management framework and plans for mitigating the risks and found the same to be adequate and sufficient as per size of the Company. Further presently there is no element of risk identified by the management that may threaten the existence of the Company.
LISTING OF SHARES:
Equity Shares of Company continue to be listed on BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The Company has duly paid listing fees to the Stock Exchanges for Current Financial Year.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required u/s 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as "Annexure - II" to this Report and forms part of it.
CORPORATE GOVERNANCE REPORT:
Report on Corporate Governance is made part of this Annual Report. As required under Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Certificate of Practicing Company Secretary on Corporate Governance compliance is also annexed to this Annual Report.
The Certificate from Executive Director and Chief Financial Officer were placed before the Board of Directors at its meeting held on 20.05.2024 is also annexed to this Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion and Analysis is made part of this Annual Report.
PARTICULARS OF EMPLOYEES:
Company does not have any employees who is drawing remuneration in excess of limit prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The information required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, attached as "Annexure- III"
The statement containing the names of top ten employees will be made available on request sent to the Company on ramanewsprint@ramanewsprint.com.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the Board on the recommendations of the Audit Committee, has appointed Mr. Kinjal Shah, Practicing Company Secretary, Ahmedabad (Membership No. F7417 and COP 21716) to undertake the Secretarial Audit of the Company for the Financial Year 2024-25.
Secretarial Audit Report for the Financial Year 2023-24 issued by previous Secretarial Auditors M/s. Ravi Kapoor & Associates, Company Secretaries in Practice (CoP No. 2407), Ahmedabad in form MR-3 forms part of this report and marked as "Annexure-IV".
COST AUDIT:
Due to closure of paper division, the provisions regarding audit of cost records is not applicable to the Company for the financial year 2023-24 and onwards.
CASH FLOW STATEMENT:
As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash Flow Statement forms part of Audited Financial Statements is attached to the Annual report.
STATUTORY AUDITORS:
M/s. Batliboi & Purohit, Chartered Accountants (FRN: 101048W) were re-appointed as Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of 31st Annual General Meeting till the conclusion of 36th Annual General Meeting of the Company, on such terms and remuneration as agreed upon between the Audit Committee/Board of Directors and the Auditors.
EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:
(i) by the Statutory Auditors'' in their Audit report;
There is no qualification, reservation or adverse remark or disclaimer in audit report issued by the Statutory Auditors of the Company.
(ii) By the Secretarial Auditors'' in their Secretarial Audit Report;
There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit Report issued by the Secretarial Auditors of the Company.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions regarding Corporate Social Responsibility ("CSR") as enumerated under section 135 of the Companies Act 2013 are not applicable to the Company for the financial year 2023-24. As the provisions of CSR are not applicable to the Company for the financial year 2023-24 therefore it is not required to attach the Annual Report on CSR
Activities with this report. However, Company has constituted CSR Committee and also adopted CSR Policy and the details of the same is mentioned in the Corporate Governance Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
In terms of Section 134(3)(i) of the Companies Act, 2013, it is reported that, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.
SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company''s operations in future.
REPORTING OF FRAUD:
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of Act and Rules framed thereunder.
COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Directors confirm that, Company complies with applicable mandatory Secretarial Standards issued by The Institute of Company Secretaries of India.
INDUSTRIAL RELATIONS:
The Company has retrenched all the workmen related to its paper division w.e.f. 17.12.2022. Further the paper division of the Company has been identified as discontinued operation w.e.f 14.02.2023.The Company has duly paid the legal dues of the workmen as per regulatory requirement. Further the industrial relations pertaining to continuing operations i.e. packaged water bottling plant remained cordial throughout the year under review. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Board has developed the Sexual Harassment Policy of the Company for safety of the women employees employed in the Company. It is hereby affirmed that the Company has also complied with provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further no complaint / case have been filed / pending with the Company during the year.
PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE,2016:
In the matter of Section 9 application filed by Ms. Shah Paper Mills Limited (Operational Creditor), for initiation of Corporate Insolvency Resolution Process (CIRP) against the Company, Hon''ble NCLT, Ahmedabad ("Adjudicating Authority") bench vide its order dated 18.10.2023 has rejected the application of the Corporate Debtor.
The Operational Creditor has preferred appeal before Hon''able NCLAT, New Delhi against order of Adjudicating Authority. The next date of hearing is 10.09.2024.
DIFFERENCE IN VALUATION:
The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable
ACKNOWLEDGEMENT:
The Directors wish to place on record and acknowledge their appreciation and gratitude for the continued cooperation and support received from the Union Government, the State Government of Gujarat, Regulatory Bodies, participating Banks, Customers, Suppliers and Dealers. The Directors take this opportunity to express their appreciation towards the dedication, commitment and teamwork shown by employees. Your Directors further thank Members/Shareholders for their continued confidence reposed in the Management of the Company.
On behalf of Board of Directors For Shree Rama Newsprint Limited
Date: August 14, 2024 Siddharth G. Chowdhary K.L. Chandak
Place: Ahmedabad Director Director
DIN:01798350 DIN: 00013487
Mar 31, 2023
The Directors are pleased to present the 32nd Annual Report together with the Audited Accounts for the Financial Year ended on 31st March 2023.
|
(Rs. in Lakhs) |
||
|
Financial Year ended 31.03.2023 |
Financial Year ended 31.03.2022 |
|
|
CONTINUING OPERATIONS |
||
|
Revenue from operations............................................................................................................. |
4,670.14 |
3186.11 |
|
Other Income........................................... |
163.90 |
0.07 |
|
Profit/(Loss) before Interest, Depreciation and Tax from Continuing operations |
608.78 |
284.94 |
|
Finance Cost |
- |
- |
|
Profit/(Loss) before Depreciation and Tax from Continuing operations |
608.78 |
284.94 |
|
Depreciation........................................................................................................................................................................................................................ |
416.74 |
438.98 |
|
Profit /(Loss) before Tax and exceptional items from Continuing operations |
192.04 |
(154.04) |
|
DISCONTINUED OPERATIONS |
||
|
Profit/(Loss) before tax from discontinued operations |
(12010.59) |
(6818.09) |
|
Other Comprehensive Income |
10.84 |
(1.52) |
|
Total comprehensive income for the period |
(11,807.71) |
(6,973.65) |
CLOSURE OF PAPER DIVISION AND IDENTIFICATION AS DISCONTINUED OPERATION:
The Board of Directors in its meeting held on 14.02.2023 has decided to close the paper division of the Company post retrenchment of all workmen. Further the paper division of the Company has been identified as discontinued operation and related assets and liabilities of the Paper division (mainly plant and machineries and other related assets) are shown separately form assets/liabilities pertaining to continuing operations i.e. packaged water bottling division.
REVIEW OF BUSINESS OPERATIONS AND PERFORMANCE:
⢠Paper Segment (Newsprint, Writing Printing & Kraft Paper)
The Company had no production during the Financial Year 2022-23 as against of 63000 MT (48% capacity utilization) during the Financial Year 2021-22.
The Paper division of the Company is shut down from 18.12.2021 for want of coal and later abnormal rise in rates of waste paper & coal rendered operations unviable. Company has retrenched all workmen in paper division w.e.f. 17.12.2022.
The Company has achieved sales of 4693 MT during the Financial Year 2022-23 as against of 64935 MT during the Financial Year 2021-22.
⢠Packaged Water Bottling Segment
The Company produced 44.57 lakh cases (1629.54 lakh bottles) during the Financial Year 2022-23 as against 30.78 lakh cases (1087.44 lakh bottles) in previous financial year.
Further the sale of packaged water bottles during Financial year 2022-23 was of 44.52 lakh cases (1624.74 lakh bottles) as against 30.84 lakh cases (1090.56 lakh bottles) of water bottle during previous financial year.
The Company has achieved overall turnover of Rs. 4,670.14 Lakhs in F.Y. 2022-23 as against Rs. 3,186.11 lakhs in F.Y. 2021-22 from continuing operations.
The Net profit/ loss from continuing operations was of Rs. 192.04 Lakhs in F.Y. 2022-23 as against net loss of Rs. 154.04 lakhs in F.Y. 2021-22.
The Net Loss pertaining to discontinued operations was Rs. (12,010.59) lakhs for FY 2022-23 as against net loss of Rs. (6,818.09) for F.Y. 2021-22.
There was no export by the Company in F.Y. 2022-23. However, there was direct and indirect export of 36433 MT of paper worth Rs. 137.83 Crores in F.Y. 2021-22.
During the year under review, there was no change in nature of business of the Company except closure of paper division.
Your Directors have not recommended any dividend for the year under review due to losses suffered.
During the year under review, the Company has increased its Authorized share capital from Rs. 233.00 Crores to Rs. 700.00 Crores on 21st March,2023.
As on 31st March, 2023 the authorized share capital of the Company is Rs. 7,00,00,00,000/- (Rupees Seven Hundred Crores Only) divided into 30,00,00,000 (Thirty Crores) Equity Shares of Rs. 10/- (Rupees Ten) each and 4,00,00,000 (Four Crores) Preference Shares of Rs. 100/- (Rupees One Hundred) each.
Paid up Equity Share Capital of the Company as on 31st March, 2023 is Rs. 147.52 Crores.
During the year under review, the Company has allotted 3,50,00,000 (Three Crores Fifty Lakhs) 10% Unlisted, NonConvertible, Cumulative, Non- Participating, Redeemable Preference Shares ("NCRPS") of face value of Rs. 100 each, fully paid up at par, aggregating to Rs. 350,00,00,000/- (Rupees Three Hundred Fifty Cores Only) to promoter holding Company Riddhi Siddhi Gluco Biols Limited.
In view of losses suffered by the Company, the Board has not proposed to transfer any amount to the General Reserves or any other Reserve for the year under review.
The Company has repaid Inter Corporate Deposit to holding company (i.e. Riddhi Siddhi Gluco Biols Ltd.) out of the proceeds from issue of NCRPS. Further the Company has repaid loan of Rs. 13.21 Cr. to ICICI bank Limited during F.Y. 2022-23.
The Company has not accepted or renewed any deposit during the year and there is no outstanding on this account in books of the Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any joint venture, subsidiary or associate company within the meaning of Section 2(6) of the Companies Act, 2013.
The Annual Return of the Company for the Financial Year ended on 31.03.2023 is placed on website of the Company. The weblink of the same is : https://ramanewsprint.com/investors-annual-return.html
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013:
The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. However, details of investment made by the Company are mentioned in the financial statement of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has entered into related party transactions as enumerated in Section 188 of the Companies Act, 2013 during the year under review and disclosed the said information in Form AOC-2 which is attached as "Annexure - I"
NUMBER OF MEETINGS OF THE BOARD:
During the year under review, 6 (Six) Meetings of Board of Directors were convened and held on 30.05.2022, 06.08.2022, 14.11.2022, 14.02.2023, 24.02.2023 and 30.03.2023. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Ganpatraj L. Chowdhary (DIN: 00344816) retires from the office by rotation and being eligible offered himself for re-appointment within the meaning of Section 152(6) of the Companies Act,2013.
Further tenure of Independent Director Mrs Meenu Singhvi (DIN:08273316) is expiring on 02.11.2023. Pursuant to recommendation of Nomination and Remuneration Committee, and subject to approval of members of the Company, Board of Directors of the Company in its meeting held on 11.08.2023 has appointed Mrs. Meenu Singhvi as Non-Executive Independent Director for a second term of five consecutive years from 03.11.2023 to 02.11.2028.
During the year under review, Members of the Company in its Extraordinary General Meeting held on 10.06.2022 has regularized the appointment of Mrs. Pallavi Mittal, Non-Executive Independent Director for a period of five years from 12.02.2022 to 11.02.2027 and has also appointed Mr. Ambalal C Patel (DIN: 00037870), being more than 75 years of age, as Non-Executive Independent Director of the Company for a period of 5 years from 10.06.2022 to 09.06.2027.
Further after closure of Financial Year, Mr. P.K Mundra has retired from office of Chief Financial Officer (CFO) and Company Secretary & Compliance Officer of the Company w.e.f 03.05.2023. Board of Directors of the Company express its sincere gratitude towards contributions made by Mr. P.K. Mundra during his tenure.
Board of Directors of the Company in its meeting held on 11.08.2023 has appointed Mr. Mukeshkumar Samdaria as Chief Financial Officer (CFO) and Mr. Sharad Jain (Mem. No. A57221) as Company Secretary & Compliance Officer of the Company. Mr. Mukeshkumar Samdaria is also CFO and Mr. Sharad Jain is also the Company Secretary of holding Company Riddhi Siddhi Gluco Biols Limited.
DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013: The Directors hereby confirm that: -
(a) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistently and made judgments 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;
(c) the Directors had 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;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) 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; and
(f) 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.
STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the criteria of independence stipulated in the aforesaid section.
DETAILS OF COMMITTEE OF DIRECTORS:
The Composition of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship/ Grievances Committee, Corporate Social Responsibility Committee, number of meetings held of each Committee during the financial year 2022-23 and meetings attended by each member of the Committee as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in Corporate Governance Report forming part of this Annual Report.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Company has devised a Policy for performance evaluation of the Board, Committees and other Individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines.
The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairman. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.
In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation was carried out as under:
In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria specified by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.
The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
Independent Directors:
In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each Independent Director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the Independent Directors in guiding the management in achieving higher growth and concluded that continuance of each Independent Director on the Board will be in the interest of the Company.
The Board has received necessary declarations from all the Independent Directors regarding compliance of Code of conduct applicable to Independent Directors as prescribed under Schedule IV to the Act along with certificate under Section 149(7) of the Companies Act, 2013 regarding meeting the criteria of independence as provided in sub-section (6) of Section 149 of the companies Act, 2013.
Non-Independent Directors:
The performance of each of the Non-Independent Directors (including the Chairperson) was evaluated by the Independent Directors at their separate meeting held on 14.02.2023. Further, their performance was also evaluated by the Board of Directors.The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the Non-Independent Directors was providing good business and people leadership.
The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.
APPOINTMENT AND 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 which is available on Company''s website at www.ramanewsprint.com. The weblink for the same is http://ramanewsprint.com/investors/POLICY/ APPOINTMENT%20POLICY.pdf
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal and unethical practices, unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy which is available at the Company''s website at www.ramanewsprint.com. The weblink for same is http://ramanewsprint.com/investors/ POLICY/WHISTLE%20BLOWER%20POLICY.pdf
POLICY ON PRESERVATION OF DOCUMENTS
The Board framed policy on Preservation of Documents as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is available at the Company''s website at www. ramanewsprint.com. The weblink for same is http://ramanewsprint.com/investors/POLICY/POLICY%20ON%20 PRESERVATION%20OF%20DOCUMENTS.pdf
POLICY ON DETERMINING MATERIALITY FOR DISCLOSURE TO STOCK EXCHANGES:
The Board framed policy on Determining Materiality for Disclosure to Stock Exchanges as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is available at the Company''s website at www.ramanewsprint.com. The weblink for same is http://ramanewsprint.com/investors/ POLICY/POLICY%20ON%20MATERIALITTY%20OF%20EVENTS.pdf
The Management of the Company had evaluated the Risk Management framework and plans for mitigating the risks and found the same to be adequate and sufficient as per size of the Company. Further presently there is no element of risk identified by the management that may threaten the existence of the Company.
Equity Shares of Company continue to be listed on BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The Company has duly paid listing fees to the Stock Exchanges for Current Financial Year.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required u/s 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as "Annexure - II" to this Report and forms part of it.
Report on Corporate Governance is made part of this Annual Report. As required under Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Certificate of Practicing Company Secretary on Corporate Governance compliance is also annexed to this Annual Report.
The Certificate from Executive Director and Chief Financial Officer were placed before the Board of Directors at its meeting held on 29.05.2023 is also annexed to this Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion and Analysis is made part of this Annual Report.
Company does not have any employees who is drawing remuneration in excess of limit prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The information required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, attached as "Annexure- III".
The statement containing the names of top ten employees will be made available on request sent to the Company on ramanewsprint@ramanewsprint.com.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the Board on the recommendations of the Audit Committee, has appointed Mr. Ravi Kapoor, Proprietor of M/s. Ravi Kapoor & Associates, Company Secretaries in Practice (CoP No. 2407) to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. Secretarial Audit Report for the Financial Year 2022-23 issued by them in form MR-3 forms part of this report and marked as "Annexure-IV".
The audit of cost accounts of the Company is being carried out by M/s Nanty Shah and Associates, Cost Accountants (FRN: 101268) for F.Y. 2022-23 and after completion of the audit they will submit their report to the Company and the same will be submitted with the Central Government as per provisions of Companies Act, 2013 and rules made thereunder.
Further due to closure of paper division, the provisions regarding audit of cost records is not applicable to the Company for the financial year 2023-24.
As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash Flow Statement forms part of Audited Financial Statements is attached to the Annual report.
M/s. Batliboi & Purohit, Chartered Accountants (FRN: 101048W) were re-appointed as Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of 31st Annual General Meeting till the conclusion of 36th Annual General Meeting of the Company, on such terms and remuneration as agreed upon between the Audit Committee/Board of Directors and the Auditors.
EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:
(i) by the Statutory Auditors'' in their Audit report;
There is no qualification, reservation or adverse remark or disclaimer in audit report issued by the Statutory Auditors of the Company.
(ii) By the Secretarial Auditors'' in their Secretarial Audit Report;
There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit Report issued by the Secretarial Auditors of the Company.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions regarding Corporate Social Responsibility ("CSR") as enumerated under section 135 of the Companies Act 2013 are not applicable to the Company for the financial year 2022-23. As the provisions of CSR are not applicable to the Company for the financial year 2022-23 therefore it is not required to attach the Annual Report on CSR Activities with this report. However, Company has constituted CSR Committee and also adopted CSR Policy and the details of the same is mentioned in the Corporate Governance Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the financial year company has disclosed paper division as discontinued operation, therefore as per IND AS 105 Non-current assets held for sale, plant and machineries with other assets associated with the paper division are considered and presented as held for sale/discontinued operations. In accordance with Ind AS 105, such assets have been measured at a lower of carrying amount or Fair value less cost to sell. Accordingly, the Company has recognized an impairment loss of Rs. 9,984/- Lakhs during the financial year ended March 31 2023.
SIGNIFICANT AND MATERIAL ORDERS:
There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company''s operations in future.
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of Act and Rules framed thereunder.
COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Directors confirm that, Company complies with applicable mandatory Secretarial Standards issued by The Institute of Company Secretaries of India.
The industrial relations remained cordial throughout the year under review.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Board has developed the Sexual Harassment Policy of the Company for safety of the women employees employed in the Company. It is hereby affirmed that the Company has also complied with provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further no complaint / case have been filed / pending with the Company during the year.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:
Hon''ble NCLAT had passed an order dated 12.04.2022 setting aside impugned order dated 16.03.2022 in the matter of an application filed by Agarwal Fuel Corporation Private Limited (Operational Creditor) for operation debt of Rs. 2,55,26,222/- under Section 9 of The Insolvency and Bankruptcy Code, 2016 (IBC) for initiation of Corporate Insolvency Resolution Process (CIRP) against the Company passed by the Hon''ble National Company Law Tribunal (NCLT), Ahmedabad for initiating Corporate Insolvency Resolution Process of the Company and directed IRP to hand over management of the Company to the Board, which was done on 14.04.2022.
Further in the matter of Section 9 application filed by Ms. Shah Paper Mills Limited, for initiation of Corporate Insolvency Resolution Process (CIRP) against the Company, Hon''ble NCLT, Ahmedabad bench has reserved its order in the matter on 04.07.2023 and order is yet to pronounce.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:
It is not applicable to the Company, during the financial year.
The Directors wish to place on record and acknowledge their appreciation and gratitude for the continued cooperation and support received from the Union Government, the State Government of Gujarat, Regulatory Bodies, participating Banks, Customers, Suppliers and Dealers. The Directors take this opportunity to express their appreciation towards the dedication, commitment and teamwork shown by employees. Your Directors further thank Members/Shareholders for their continued confidence reposed in the Management of the Company.
Mar 31, 2018
To,
The Members,
SHREE RAMA NEWSPRINT LIMITED
The Directors are pleased to present the 27thAnnual Report together with the Audited Accounts for the Financial Year ended 31st March 2018.
FINANCIAL RESULTS Amount (Rs. in Lakhs)
|
Particulars |
Year Ended |
Year Ended |
|
31.03.2018 |
31.03.2017 |
|
|
Revenue from operations |
43434.46 |
39198.52 |
|
Profit/(Loss) before Interest, Depreciation and Tax |
1579.54 |
3205.98 |
|
Finance Cost |
2475.09 |
2420.88 |
|
Profit/(Loss) before Depreciation and Tax |
(895.55) |
785.10 |
|
Depreciation |
2298.82 |
2266.22 |
|
Profit /(Loss) before Tax and exceptional items |
(3194.37) |
(1481.12) |
|
Deferred tax assets/liabilities |
(203.01) |
(590.73) |
|
Exceptional Items (gain) |
- |
- |
|
Other comprehensive income |
16.02 |
(3.98) |
|
Net Profit/Loss after other comprehensive income |
(2975.34) |
( 894.37 ) |
PERFORMANCE:
The Company has achieved production of 1,19,267 MT (90% capacity utilization) during the F.Y. 2017-18 as against 1,18,071 MT (89% capacity utilization) achieved in FY 2016-17 i.e. higher by 1196 MT (1%). The Company has achieved sale of 1,21,301 MT during FY 2017-18 as against 1,15,707 MT in 2016-17. During the year under review, the Company has produced only Newsprint as against production of 1275 MT of writing and printing paper also in the previous year.
The Company has achieved turnover of Rs. 434.34 crores [with excise duty till June.17] in FY 2017-18 as against Rs. 391.99 crores [with excise duty] in FY 2016-17.
The working results of the Company were not satisfactory as cash loss before depreciation and tax was Rs 8.96 crores in FY 2017-18 as against profit of Rs.7.85 crores in FY 2016-17 due to increase in cost of waste paper, coal and other inputs without commensurate increase in the sales realization. The Net loss was of Rs. 29.75 crores in FY 2017-18 as against Rs.8.94 crores in FY 2016-17.
EXPORT:
Export in Foreign exchange of Newsprint was 2215 MT worth Rs 7.83 crores (FOB) in F.Y. 2017-18 as against 2264 MT worth Rs.7.70 crores (FOB) in F.Y 2016-17, whereas direct and indirect export was of 3049 MT worth Rs 10.97 crores in F.Y. 2017-18 as against 3119 MT worth Rs.10.64 crores in F.Y 2016-17.
DIVIDEND:
Your Directors have not recommended any dividend in view of the loss suffered by the Company.
TRANSFER TO RESERVES:
In view of losses suffered, the Company has not proposed to transfer any amount to General Reserves or any other reserve.
THE CHANGE IN NATURE OF BUSINESS:
During the year Company has passed resolution through postal ballot and altered the main object clause by adopting the business of manufacturing and processing of packaged water. The Company has commenced the said business activity during the year.
FINANCES:
The Company has repaid term loan of Rs. 11.90 crores to ICICI Bank Limited during the year The Inter Corporate Deposit from Riddhi Siddhi Gluco Biols Ltd has increased from Rs 31.48 cr as on 31.03.17 to Rs 78.17 cr as on 31.03.2018.
PACKAGED WATER BOTTLING PLANT:
We have taken packaged water bottling plant of 32000 bottles per hour and orders were placed on 27.11.2017 with Sure Technologies FZC Sharjah UAE.
We have registered the project with Secretariat for Industrial Approval Ministry of Commerce and Industry Government of India on 26.04.2018. We have received Consent to Establish from Gujrat pollution Control Board on 13.03.2018
DEPOSIT:
The Company has not accepted or renewed any deposit during the year and there is no outstanding on this account in books of the Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any joint venture, subsidiary or associate company within the meaning of Section 2(6) of the Companies Act, 2013.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure Iââ.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. However details of investment made by the Company is mentioned in the financial statement of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Company has not entered into any related party transactions as enumerated in Section 188 of the Company Act, 2013 during the year. Accordingly Company is not required to disclose the said information in Form AOC-2.
NUMBER OF MEETINGS OF THE BOARD:
During the year, 4 (four) Board Meetings were convened and held on 29.05.2017, 14.08.2017, 14.11, 2017 and 12.02.2018 respectively and details thereof are mentioned in the Report on Corporate Governance forming part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
During the year under review, 1(one) separate meeting of Independent Directors of the Company held on 12.02.2018.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Shri Murli Ranganathan (DIN: 00139748) resigned as independent director of the company on 25.12.2017. The Company expresses sincere gratitude to him for the contribution made during his tenure as Director of the Company.
Shri Shiddharth G. Chowdhary (DIN: 01798350) retires from the office by rotation but being eligible offers himself for re-appointment. The brief resume of the Director proposed to be reappointed, nature of his expertise in specific functional areas, names of Companies in which he holds Directorships and Memberships of Board Committees, shareholding, are provided in the Notice to Members as per regulation 36 (3) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of this Annual Report.
DIRECTORSâ RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013:
The Directors hereby confirm that: -
1. i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
2. the directors had selected such accounting policies and applied them consistently and made judgments 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;
3. the directors had 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;
4. the directors had prepared the annual accounts on a going concern basis;
5. the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
6. 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.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section.
DETAILS OF COMMITTEE OF DIRECTORS:
The Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stake Holders Relationship/ Grievances Committee, Allotment Committee, number of meetings held of each Committee during the financial year 2016-17 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc, which is in compliance with applicable laws, regulations and guidelines.
The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairman. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.
The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.
In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation was carried out as under Board:
Board:
In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria specified by Companies Act, 2013. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.
Committees of the Board:
The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
INDIVIDUAL DIRECTORS:
Independent Directors:
In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.
Non-Independent Directors:
The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.
INTERNAL CONTROL SYSTEM:
The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorised, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.
APPOINTMENT AND 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 which is available on Companyâs website at www.ramanewsprint.com
WHISTLE BLOWER POLICY:
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal and unethical practices, unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct or Ethics Policy which is available at the Companyâs website at www.ramanewsprint.com
ADOPTION OF POLICES AS PER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:
The board has framed policies on Preservation of Documents and Determining Materiality for Disclosure to Stock Exchanges which are available at the Companyâs website at www.ramanewsprint.com
RISK MANAGEMENT:
During the year, the Management of the Company had evaluated the existing Risk Management Policy of the Company. The Risk Management policy has been reviewed and found adequate and sufficient to the requirement of the Company. The Management has evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.
LISTING OF SHARES:
Equity Shares of Company continue to be listed on BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The Company has duly paid listing fees to the stock exchanges.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required u/s 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as Annexure - II to this Report and forms part of it.
PARTICULARS OF EMPLOYEES:
The information as per section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014 are as per Annexure-III.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the Board on the recommendations of the Audit Committee, has appointed M/s. Ravi Kapoor & Associates a sole proprietor of Ravi Kapoor & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2018. Secretarial Audit Report issued by M/s. Ravi Kapoor &Associates a sole proprietor, Company Secretaries, in form MR-3 forms part of this report and marked as Annexure-IV.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:
Report on Corporate Governance and Management Discussion and Analysis is made part of this Annual Report.
As required by the Listing Agreements, the Certificate of Auditors on Corporate Governance compliance is also annexed to this Annual Report.
The Certificate from Chief Executive Officer and Chief Financial Officer was placed before the Board of Directors at its meeting held on 14.08.2018.
RETIFICATION OF REMUNERATION OF COST AUDITOR:
The audit of cost accounts of the Company is being carried out by M/s Nanty Shah and Associates for F.Y. 2017-18 and after completion of the audit they will submit their report to the Central Government.
The Board proposes to appoint Ms. Nanty Shah and Associates as the Cost Auditor of the Company for the F.Y. 2018-19 by members through Ordinary Resolution at ensuing Annual General Meeting of the Company.
CASH FLOW STATEMENT:
As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash Flow Statement is attached to the Annual report.
AUDITORS:
As per the provisions of the Act, the period of office of Haribhakti & Co. LLP, Chartered Accountants of the Company, expired at the conclusion of the Annual General Meeting on 23rd September 2017.
Batliboi & Purohit, Chartered Accountants were appointed as auditor of the Company, for a term of 5 (five) consecutive years in the Annual General Meeting held on 23rd September 2017, subject to ratification at every Annual General Meeting.
However, Ministry of Corporate Affairs, vide itâs notification dated 7th May, 2018 amended provisions of Rule 3(7) of Companies (Audit and Auditors) Rules, 2014 and accordingly, provisions of requirement of ratification of appointment of Auditor at every general meeting is dispensed with. Therefore, at the ensuing general meeting members are not required to ratify Auditorâs appointment and M/s. Batliboi & Purohit, Chartered Accountants will continue to act as Auditors of the Company till financial year 2021-22.
SECRETARIAL AUDITOR:
Company has appointed Mr. Ravi Kapoor, a Practicing Company Secretary and proprietor of M/s. Ravi Kapoor & Associates as a Secretarial Auditor of the Company to carry out the secretarial audit for the financial year 2017-18 and obtained Secretarial Auditor Report for the financial year 2017-18.
EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:
(i) by the auditor in his report;
There is no qualification, reservation or adverse remark or disclaimer in audit report issued by the auditors of the Company.
(ii) By the company secretary in practice in his secretarial audit report;
There is no qualification, reservation or adverse remark or disclaimer in secretarial audit report issued by the company secretary in practice.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to form Corporate Social Responsibility committee or policy as per section 135 (1) of the Companies Act, 2013 since the same is not applicable to it as per criterion laid down therein. However the Company is meeting its social obligations for local persons by providing heath checkup facilities including distribution of free medicines. It also supplies free drinking water to nearby villages. The Company is also running a modern english medium school for imparting quality education to local persons and undertakes various community welfare jobs from time to time.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
In terms of Section 134(3)(i) of the Companies Act, 2013, it is reported that, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companyâs financial position have occurred between the end of the financial year of the Company and date of this report
SIGNIFICANT AND MATERIAL ORDERS:
There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and companyâs operations in future.
INDUSTRIAL RELATIONS:
The industrial relations remained cordial throughout the year under review.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company. Its continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Company has complied with the provisions relating to the constitution of Internal Complaint Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year, under review there were no incidences of sexual harassment reported and received, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
ACKNOWLEDGEMENT:
The Directors wish to place on record and acknowledge their appreciation and gratitude for the continued co-operation and support received from the Union Government, the State Government of Gujarat, Regulatory Bodies, participating Financial Institutions and Banks, Customers, Suppliers and Dealers. The Directors take this opportunity to express their appreciation towards the dedication, commitment and teamwork shown by employees, which has resulted in improved working results. Your Directors further thank Members/Shareholders for their continued confidence reposed in the management of the Company.
For, Shree Rama Newsprint Limited
Siddharth G. Chowdhary K.L. Chandak
Date : 14.08.2018 Whole-time Director Director
Place : Ahmedabad DIN: 01798350 DIN: 00013487
Mar 31, 2015
To
The Members of
SHREE RAMA NEWSPRINT LIMITED
The Directors are pleased to present the 24th Annual Report and the
Audited Accounts for the Financial Year ended 31st March 2015.
FINANCIAL RESULTS
(in lacs)
Year Ended Year Ended
31.03.2015 31.03.2014
Revenue from operations 37675.44 40844.76
Profit before Interest, (3589.17) 1750.80
Depreciation and Tax
Finance Cost (4585.27) 4868.19
Profit before Depreciation and (8174.44) (3117.39)
Tax
Depreciation 1237.86 (3477.03)
Profit /(Loss) before Tax and (9412.30) (6594.42)
Exceptional items
Exceptional Items - 5245.56
Deferred Tax / (Credit) - 202.06
Extraordinary Items 5159.50 5245.56
Net Profit / (Loss) from ordinary (4252.80) (1550.92)
activities
Performance:
During the year under review, the Company produced only Newsprint
variety on its machines. The Indian Newsprint Manufacturing Industry
which has an installed capacity of about 2.5 million MTS per annum,
could operate at 50% of the capacity with a production of 1.24 million
MTS, whereas the imports were of the order of about 1.4 million MTS. In
this background, the capacity utilization of the Company stood at 84%
during the year 2014-15 as against 94% during the year 2013-14. The
average selling price of Newsprint continued to decline during the year
due to cheaper imports mainly from Russia, Korea, Europe, USA & Canada.
The decline in selling price was so steep that it eroded the Profit
margins and even EBIDTA went into negative territory.
The Company is focusing on improving the operating effciencies of the
plant and reduce both the fixed and variable cost in order to arrest the
erosion in Profitability and is hopeful of improving its performance
during 2015-16.
DIVIDEND:
Due to the Loss incurred by Company during the year under review, the
directors are not able to recommend dividend for the year 2014-15.
TRANSFER TO RESERVES:
In view of losses, the Company has not proposed to transfer any amount
to any reserves of the Company.
FIXED DEPOSIT:
Company has not accepted or renewed any deposit during the year.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary or associate company within
the meaning of Section 2(6) of the Companies Act, 2013.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure I".
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The details of related party disclosures and transactions as prescribed
in Form AOC-2 is attached as Annexure V. All the transaction are done
at arms length and pertain to F.Y. 2014-15 period only and as approved
in the Board and Audit Committee Meetings held during the F.Y. 2014-15.
NUMBER OF MEETINGS OF THE BOARD
During the year, four Board Meetings were convened and held on 13th
May, 2014, 9th August, 2014, 28th October, 2014 and 2nd February, 2015.
The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors appointed Mr. Ganpatraj Chowdhary and Mr.
Siddharth Chowdhary as an Additional Director w.e.f. 23.06.2015 who
will hold their positions till the date of the ensuing Annual General
Meeting.
The Board of Directors also appointed Mr. Keerthinarayanan A. Hemmige
and Mr. Murli Ranganathan as Additional Independent Director w.e.f.
23.06.2015 who will hold their positions till the date of the ensuing
Annual General Meeting.
The Company has received notices u/s 160 of the Companies Act, 2013,
proposing the candidature of Mr. Ganpatraj Chowdhary and Mr. Siddharth
Chowdhary for appointment of directors at the ensuing Annual General
Meeting.
The Board of Directors of the Company also took note of the resignation
of Mr. Girish Sharma Sr. Vice President (F&A) and Company Secretary
w.e.f 25.06.2015
DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF
THE COMPANIES ACT, 2013:
The Directors hereby confirm that:- 1. in the preparation of the annual
accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures;
2. the directors had selected such accounting policies and applied them
consistently and made judgments 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;
3. the directors had 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;
4. the directors had prepared the annual accounts on a going concern
basis;
5. the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively;
and
6. 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.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to Section 149(6) of the Companies Act, 2013, Independent
Directors of the Company have made a declaration confirming the
compliance of the conditions of the independence stipulated in the
aforesaid section.
DETAILS OF COMMITTEE OF DIRECTORS:
Composition of Audit Committee of Directors, Nomination and
Remuneration Committee of Directors and Stake Holders Relationship/
Grievances Committee of Directors, number of meetings held of each
Committee during the financial year 2014- 15 and meetings attended by
each member of the Committee as required under the Companies Act, 2013
are provided in Corporate Governance Report.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES
AND INDIVIDUAL DIRECTORS:
The Board of Directors of the Company has initiated and put in place
evaluation of its own performance, its Committees and individuals. The
result of the evaluation is satisfactory and adequate and meets the
requirements.
INTERNAL CONTROL SYSTEMS:
The Company has an adequate system of internal control procedures which
is commensurate with the size and nature of business. Detailed
procedural manuals are in place to ensure that all the assets are
safeguarded, protected against loss and all transactions are
authorised, recorded and reported correctly. The internal control
systems of the Company are monitored and evaluated by internal auditors
and their audit reports are periodically reviewed by the Audit
Committee of the Board of Directors.
APPOINTMENT AND 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 which is available on
Company's website at www. ramanewsprint.com
WHISTLE BLOWER POLICY:
The Company has formulated a Whistle Blower Policy to establish a vigil
mechanism for Directors, Employees and other Stakeholders of the
Company to report concerns about illegal and unethical practices,
unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct or Ethics Policy which is available at the
Company's website at www. ramanewsprint.com
RISK MANAGEMENT:
During the year, the Management of the Company had evaluated the
existing Risk Management Policy of the Company. The Risk Management
policy has been reviewed and found adequate and sufficient to the
requirement of the Company. The Management has evaluated various risk
and that there is no element of risk identified that may threaten the
existence of the Company.
LISTING OF SHARES
Equity Shares of Company continue to be listed on Bombay Stock Exchange
Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The Company
has duly paid listing fees to the stock exchanges.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars with respect to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo as required u/s
134(3)(m) of the Companies Act, 2013 read with Companies (Accounts)
Rules, 2014 are furnished as Annexure  II to this Report and forms
part of it.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS
Report on Corporate Governance and Management Discussion and Analysis
is made part of this Annual Report.
As required by the Listing Agreements, the Certificate of Auditors on
Corporate Governance compliance is also annexed to this Annual Report.
The Certifcate from CEO/CFO was placed before the Board of Directors at
its meeting held on 27.05.2015.
PARTICULARS OF EMPLOYEES
The information 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 as per Annexure - III
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board on the recommendations of
the Audit Committee, has appointed M/s. Ajay Kumar & Co., a frm of
Company Secretaries in Practice to undertake the Secretarial Audit of
the Company for the Financial Year ended 31st March, 2015. Secretarial
Audit Report issued by M/s. Ajay Kumar & Co., Company Secretaries, in
form MR-3 forms part of this report and marked as "Annexure- IV"
CASH FLOW STATEMENT
As required under clause 32 of the listing agreement with the Stock
Exchanges, the Cash Flow Statement is attached to the Balance Sheet.
AUDITORS
The present Auditors of your Company, M/s. Haribhakti & Co. LLP,
Chartered Accountants hold office until the conclusion of this Annual
General Meeting and being eligible, offer themselves for
re-appointment.
EXPLANATIONS / COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATION OR
ADVERSE REMARKS OR DISCLAIMER MADE BY THE AUDITOR / COMPANY SECRETARY
IN PRACTICE IN THEIR REPORT:
The Board has taken note of the qualification made by the Auditors in
their report regarding the Company having recognized Deferred Tax Asset
(DTA) in the absence of convincing evidences to support virtual
certainty about the future taxable income. However, as explained in the
notes to Accounts the Board is of a strong opinion that in view of the
improved market scenario and the infusion of fresh funds, the Company
will have sufficient future taxable Profits.
The other observations of the Auditors in their report read with the
relevant notes are self explanatory.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
In terms of Section 134(3)(i) of the Companies Act, 2013, it is
reported that, except as disclosed elsewhere in this report, no
material changes and commitments which could affect the Company's
financial position have occurred between the end of the financial year of
the Company and date of this report
SIGNIFICANT AND MATERIAL ORDERS
There are no material orders passed by Regulators, Courts or Tribunals
impacting the going concern status and company's operations in future.
INDUSTRIAL RELATIONS
The industrial relations remained cordial throughout the year under
review.
ACKNOWLEDGEMENT
The Directors wish to place on record and acknowledge their
appreciation and gratitude for the continued co-operation and support
received from the Central Government, the State Government of Gujarat,
Regulatory Bodies, participating Financial Institutions and Banks,
Customers, Suppliers and Dealers. The Directors take this opportunity
to express their appreciation towards the dedication, commitment and
teamwork shown by employees, which has contributed in taking the
Company on the path of prosperity. Your Directors further thank the
fraternity of Members/Shareholders for their continued confidence
reposed in the management of the Company.
For and on behalf of the Board
S. K. Bangur Chairman
Place: Mumbai
Date : 11.08.2015
Mar 31, 2014
Dear Members,
SHREE RAMA NEWSPRINT LIMITED
The Directors are pleased to present the 23rd Annual Report and the
Audited Accounts for the Financial Year ended 31st March 2014.
FINANCIAL RESULTS (Rs. in lacs)
Year Ended Year Ended
31.03.2014 31.03.2013
Revenue from operations 40844.76 38283.45
Profit before Interest, Depreciation 1750.80 363.44
and Tax
Finance Cost 4868.19 4865.45
Profit before Depreciation and Tax (3117.39) (4502.01)
Depreciation 3477.03 (3472.66)
Profit /(Loss) before Tax and (6594.42) (7974.67)
Exceptional items
Exceptional Items 5245.56 -
Deferred Tax / (Credit) 202.06 (2305.69)
Net Profit / (Loss) from ordinary (1550.92) (5668.98)
activities
Performance
During the year under review the Company improved its capacity
utilization to 94% (98% in the second half of the year) as against 90%
during 2012-13. The average selling price of Newsprint improved by
about 11% during the year. However, the increase in input cost
neutralized most of the benefit and the operating Profit during the year
improved to 4.28% as against 0.94% during 2012-13. Capex projects of
about Rs. 15 crs. were completed during the year which will help improve
the operating effciency of the plant and reduce the fbre cost. The
performance of the paper industry in general (including Newsprint)
remained sluggish during the year.
CORPORATE SOCIAL RESPONSIBILITY
The Company continues to be conscious about its social responsibilities
towards the public living within the vicinity of its Mills. The Company
values human rights and thrives to invest in innovative and efficient
technology for sustainable energy fow and economic growth. Apart from
imparting regular health check facilities for the community in the
nearby villages, distributing free medicines to the needy, we also
supply free Drinking Water on a regular basis to the nearby villages.
The Company has opened a modern English Medium School to impart quality
education to the students in the vicinity. In addition, the Company
also undertakes various community welfare jobs as and when needed.
DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF
THE COMPANIES ACT, 2013
The Directors hereby confirm that: -
1. in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
2. the directors had selected such accounting policies and applied
them consistently and made judgments 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;
3. proper and suffcient care has been taken 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;
4. the annual accounts have been prepared on a "going concern" basis;
5. 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;
6. 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.
LISTING OF SHARES
Equity Shares of Company continue to be listed on Bombay Stock Exchange
Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The Company
has duly paid listing fees to the stock exchanges.
DIRECTORS
Shri Shree Kumar Bangur is retiring by rotation at the ensuing Annual
General Meeting and, being eligible, has offered himself for
re-appointment.
Lt. Gen. (Retd.) Ashok Kapur is retiring by rotation at the ensuing
Annual General Meeting and has offered himself for appointment as
Independent Director for a period of 5 years.
Shri Narayan Atal who was earlier appointed as a Director liable to
retire by rotation, has offered himself for appointment as Independent
Director for a period of 5 years.
The Board of Directors appointed Shri V. D. Bajaj as an Additional
Director w.e.f. 11.09.2013. He was also appointed as Executive Director
for a period of 3 years. His appointment and the terms of remuneration
are to be approved by the members at the ensuing Annual General
Meeting.
The Board of Directors appointed Shri Mohan M. Phadke and Smt. Namrata
Sharma as Additional Independent Directors w.e.f. 31.01.2014 and
09.08.2014, respectively, who will hold their positions till the date
of the ensuing Annual General Meeting.
The Company has received notices u/s 160 of the Companies Act, 2013,
proposing the candidature of Lt. Gen. (Retd.) Ashok Kapur, Shri Narayan
Atal, Shri V. D. Bajaj, Shri Mohan Phadke and Smt. Namrata Sharma for
appointment of directors at the ensuing Annual General Meeting.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars with respect to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo as required
u/s 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts)
Rules, 2014 are furnished as Annexure  I to this Report and form part
of it.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS
Report on Corporate Governance is made part of this Annual Report as
Annexure  II and Management Discussion and Analysis Report as Annexure
 III.
As required by the Listing Agreements, the Certifcate of Auditors on
Corporate Governance compliance is also annexed to this Annual Report.
The Certifcate from CEO/CFO was placed before the Board of Directors at
its meeting held on 13.05.2014.
PARTICULARS OF EMPLOYEES
The particulars of employees, as required under Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are given in
Annexure IV to this Report.
CASH FLOW STATEMENT
As required under Clause 32 of the Listing Agreement with the Stock
Exchanges, the Cash Flow Statement is attached to the Balance Sheet.
AUDITORS
The present Auditors of your Company, M/s. Haribhakti & Co., Chartered
Accountants hold office until the conclusion of this Annual General
Meeting and being eligible, offer themselves for re-appointment.
The Board has taken note of the Qualification made by the Auditors in
their report regarding the Company having recognized Deferred Tax Asset
(DTA) in the absence of convincing evidence s to support virtual
certainty about the future taxable income. However, as explained in
the notes to Accounts the Board is of a strong opinion that in view of
the improved market scenario and the infusion of fresh funds, the
Company will have suffcient future taxable profits.
The other observations of the Auditors in their report read with the
relevant notes are self explanatory.
COST AUDIT
The cost accounting records maintained by the company are subject to
audit by the qualifed Cost Auditors. Your Company has appointed M/s.
Nanty Shah and Associates, qualifed Cost Accountant for conducting the
audit of cost account records for the year ended 31.03.2014 and the
Cost Audit report will be submitted to the Ministry of Corporate
Affairs, Government of India in due course. The Cost Audit report for
the year ended 31.03.2013 was fled on 27.09.2013.
INDUSTRIAL RELATIONS
The industrial relations remained cordial throughout the year under
review.
ACKNOWLEDGEMENT
The Directors wish to place on record and acknowledge their
appreciation and gratitude for the continued co-operation and support
received from the Central Government, the State Government of Gujarat,
Regulatory Bodies, participating Financial Institutions and Banks,
Customers, Suppliers and Dealers. The Directors take this opportunity
to express their appreciation towards the dedication, commitment and
teamwork shown by employees, which has contributed in taking the
Company on the path of prosperity. Your Directors further thank the
fraternity of Members/Shareholders for their continued confdence
reposed in the management of the Company.
On behalf of the Board
Place: Mumbai S. K. Bangur
Date: 09.08.2014 Chairman
Mar 31, 2013
To The Members of SHREE RAMA NEWSPRINT LIMITED
Pursuant to the shareholders resolution in the Extra-ordinary General
Meeting of the Company held on 30th March 2013, and the subsequent
approval of Central Government, the name of the Company was changed
from ''Rama Newsprint and Papers Limited'' to ''Shree Rama Newsprint
Limited''.
Your Directors are pleased to present the 22nd Annual Report and the
Audited Accounts for the Financial Year ended 31s1 March 2013.
FINANCIAL RESULTS
(Rs.in lacs)
Year ended Year ended
31.03.2013 31.03.2012
Revenue from operations 38283.45 35088.62
Profit/ (Loss) before Interest.
Depreciation and Tax 363.44 449.28
Finance Cost 4865.45 5246.02
Profit / (Loss) before Depreciation
and Tax (4502.01) (4796.74)
Depreciation 3472.66 3465.56
Profit/(Loss) before Tax (7974.67) (8262.30)
Deferred Tax / (Credit) (2305.69) (2709.62)
Net Profit/ (Loss) from
ordinary activities (5668.98) (5552.68)
PERFORMANCE DURING 2012-13
During the year under review the Company improved its capacity
utilization to 90% as against 88% during the year 2011-12. The sales
volume also improved by about 5% over the previous year. However,
there was no significant improvement in the profitability. The market
scenario of Newsprint continued to remain sluggish during the year. In
order to reduce its dependence on Newsprint, the Company has decided to
produce some quantity of Writing & Printing grades of paper from time
to time.
With a view to improve the operating efficiency, the Company has taken
up certain Capex projects of about Rs. 20 crores. It would not only help
improve the efficiency of the plant and quality of the finished product
but will also help reduce the fibre cost. During the year the Company
availed new Term loan of about Rs. 50 crores for financing the said Capex
projects and also to reduce the working capital deficit.
To infuse fresh funds, the Company has entered into agreements for sale
of 170 acres of its unused land, subject to requisite approvals. This
would significantly ease the liquidity crunch being faced by the
Company.
The year 2013-14 has begun with a positive note with the selling prices
of Newsprint having witnessed a significant increase in April-June 2013
quarter. As a result of the improved liquidity and operating efficiency
of the plant, the Company expects to report a much better performance
during 2013-14.
CORPORATE SOCIAL RESPONSIBILITY
The Company is conscious about its social responsibilities towards the
public living within the vicinity of its Mills. The Company continues
to impart regular health check facilities for the community in the
nearby villages and distribute free medicines to the needy, apart from
supplying free Drinking Water on a regular basis to the nearby
villages.
The Company has opened a modern English Medium School to impart quality
education to the students in the vicinity. In addition, the Company
also undertakes various community welfare jobs as and when needed.
DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF
THE COMPANIES ACT, 1956
The Directors hereby confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. The directors had selected such accounting policies and applied
them consistently and made judgments 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 /
(loss) of the company for that period;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a "going concern" basis.
PUBLIC DEPOSITS
The Company has not accepted any deposits from public during the year
under review.
LISTING OF SHARES
Equity Shares of Company continue to be listed on Bombay Stock Exchange
Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The Company
has duly paid listing fees to the stock exchanges.
DIRECTORS
Shri Virendraa Bangur, Shri K. L. Chandak & Shri Shree Kumar Bangur are
retiring by rotation at the ensuing Annual General Meeting and, being
eligible, have offered themselves for re- appointment.
The Board of Directors appointed Shri Narayan Atal as an Additional
Independent Director w.e.f. 06.11.2012 who will hold this position till
the date of ensuing Annual General Meeting.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars with respect to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo as required under
Section 217(1) (e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are furnished as Annexure - I to this Report and forms part of it.
CORPORATEGOVERNANCE&MANAGEMENT DISCUSSION & ANALYSIS
Report on Corporate Governance is made part of this Annual Report as
Annexure - II and Management Discussion and Analysis Report as Annexure
- III.
As required by the Listing Agreements, the Certificate of Auditors on
Corporate Governance compliance is also annexed to this Annual Report.
The Certificate from CEO/CFO was placed before the Board of Directors
at the meeting held on 29th May 2013.
PARTICULARS OF EMPLOYEES
During the year under review no employee has drawn remuneration in
excess of the limits specified under Section 217(2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended to date.
CASH FLOW STATEMENT
As required under clause 32 of the listing agreement with the Stock
Exchanges, the Cash Flow Statement is attached to the Balance Sheet.
AUDITORS
The present Auditors of your Company, M/s. Haribhakti & Co.. Chartered
Accountants hold office until the conclusion of this Annual General
Meeting and being eligible, offer themselves for re-appointment.
The Board has taken note of the qualification made by the Auditors in
their report regarding the Company having recognized
Deferred Tax Asset (DTA) in the absence of convincing evidences to
support virtual certainty about the future taxable income. However, as
explained in the Notes to Accounts, the Board is of a strong opinion
that in view of the improved market scenario and the infusion of fresh
funds, the Company will have sufficient future taxable profits.
The other observations of the Auditors in their report read with the
relevant Notes are self explanatory.
COST AUDIT
The cost accounting records maintained by the company are subject to
audit by the qualified Cost Auditors. Your Company has appointed M/s.
Nanty Shah and Associates, qualified Cost Accountant for conducting the
audit of cost account records for the year ended 31st March 2013 and
the Cost Audit report will be submitted to the Ministry of Corporate
Affairs, Government of India in due course. The Cost Audit report for
the year ended 31s1 March, 2012 was filed on 3rd January, 2013.
INDUSTRIAL RELATIONS
The industrial relations remained cordial throughout the year under
review.
ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation for the
continued support and co-operation received from the Banks, Financial
Institutions, Government Authorities, Share holders, Suppliers and
Dealers. They also deeply appreciate the commitment and dedication of
employees at all levels.
By Order of the Board
Place: Mumbai S. K. Bangur
Date: 29th May, 2013 Chairman
Mar 31, 2012
To The Members of RAMA NEWSPRINT AND PAPERS LIMITED
The Directors are pleased to present the 21st Annual Report and the
Audited Accounts for the Financial Year ended 31st March 2012.
FINANCIAL RESULTS
( in lacs)
Year ended Year ended
31.03.2012 31.03.2011
Revenue from
operations 35197.96 32032.09
Profit /(Loss)
before Interest, (258.31) (641.86)
Depreciation and Tax
Finance Cost 5055.05 3733.72
Profit / (Loss) before (4796.74) (4375.58)
Depreciation and Tax
Depreciation (3465.56) 3485.14
Profit /(Loss)
before Tax (8262.30) (7860.72)
Deferred Tax /
(Credit) (2709.62) 6168.20
Net Profit/(Loss)
from ordinary
activities (5552.68) (14028.92)
Extraordinary item:
(Refer Note No. 36
of Notes of Accounts ) 11765.48 -
Net Profit / (Loss)
for the period 6212.80 (14028.92)
PERFORMANCE DURING 2011-12
The year under review proved to be another difficult year for the
operations of the Company. Although the selling prices of Newsprint
witnessed an increase of about Rs. 3200/MT, the effect of the same was
neutralized due to hikes in the cost of raw materials and coal. A
substantial increase in the finance cost coupled with loss on account
of exchange fluctuation, further aggravated the quantum of loss during
the year. As a result of the continuing cash losses, the liquidity
crunch being faced by the Company further worsened during the year
causing delays and defaults in payment of interest, term loans and
other statutory dues.
The Company improved its capacity utilization to about 88% during the
year and produced 1,16,060 MT of Newsprint as against 1,09,355 MT
during 2010-11. The Company achieved a sales volume of 1,14,080 MT
during the year as against 1,14,830 MT during 2010-11.
During the year the Company availed new Term Loans of Rs. 160 crs for
refinancing of all the existing term loans and partly to reduce the
Working Capital deficit. The new Term Loans provide for a moratorium
period of two years along with extended repayment schedule. However,the
Company could not pursue its plan of raising about Rs. 50 crs. by way of
Rights Issue of Equity
Shares on account of the delay in getting the final approval of SEBI
coupled with adverse capital market scenario. It is now proposed to
raise up to Rs. 30 crs by issue of Preference Shares by way of private
placement. The requisite enabling resolutions in this regard will be
placed for approval of the Shareholders at the ensuing Annual General
Meeting.
CORPORATE SOCIAL RESPONSIBILITY
The Company continues to be conscious about its social responsibilities
towards the public living within the vicinity of its Mills. Apart from
imparting regular health check facilities for the community in the
nearby villages, distributing free medicines to the needy, the Company
supplies free Drinking Water on a regular basis to the nearby villages.
The Company has been operating a modern English Medium School to impart
quality education to the students in the vicinity. In addition, the
Company also undertakes various community welfare jobs as and when
needed.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE
COMPANIES ACT, 1956
The Directors hereby confirm that: -
1. In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
2. The directors had selected such accounting policies and applied them
consistently and made judgments 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 of the
company for that period;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a "going concern"
basis.
PUBLIC DEPOSITS
The Company has not accepted any deposits from public during the year
under review.
LISTING OF SHARES
Equity Shares of Company continue to be listed on Bombay Stock Exchange
Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The Company
has duly paid listing fees to the stock exchanges.
DIRECTORS
Lt.Gen. (Retd.) Ashok Kapur, Shri Janak Mehta & Shri Shree Kumar Bangur
are retiring by rotation at the ensuing Annual General Meeting and,
being eligible, have offered themselves for re-appointment.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars with respect to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo as required under
Section 217(1) (e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are furnished as Annexure - I to this Report and forms part of it.
PARTICULARS OF EMPLOYEES
During the year under review no employee has drawn remuneration in
excess of the limits specified under Section 217(2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended to date.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS
Report on Corporate Governance is made part of this Annual Report as
Annexure - II and Management Discussion and Analysis Report as Annexure
- III.
As required by the Listing Agreements, the Certificate of Auditors on
Corporate Governance compliance is also annexed to this Annual Report.
The Certificate from CEO/CFO was placed before the Board of Directors
at the meeting held on 29th May 2012.
CASH FLOW STATEMENT
As required under clause 32 of the listing agreement with the Stock
Exchanges, the Cash Flow Statement is attached to the Balance Sheet.
AUDITORS
The present Auditors of your Company, M/s. Haribhakti & Co., Chartered
Accountants hold office until the conclusion of this Annual General
Meeting and being eligible, offer themselves for re-appointment.
The Board has taken note of the qualification made by the Auditors in
their report regarding the Company having recognized Deferred Tax Asset
(DTA) in the absence of convincing evidences to support virtual
certainty about the future taxable
income. However, as explained in the Notes to Accounts the Board is of
a strong opinion that in view of the improved market scenario and the
infusion of fresh funds, the Company will have sufficient future
taxable profits.
The other observations of the Auditors in their report read with the
relevant notes are self explanatory.
COST AUDIT
The cost accounting records maintained by the company are subject to
audit by the qualified Cost Auditors. Your Company has appointed M/s.
Nanty Shah and Associates, qualified Cost Accountant for conducting the
audit of cost account records for the year ended 31st March 2012 and
the Cost Audit report will be submitted to the Ministry of Corporate
Affairs, Government of India in due course. The Cost Audit report for
the year ended 31st March, 2011 was filed on 23rd September, 2011 i.e.
well within the due date i.e., 30th Sept., 2011.
INDUSTRIAL RELATIONS
The industrial relations continued to remain cordial throughout the
year under review.
ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation for the
continued support and co-operation received from the Banks, Financial
Institutions, Government Authorities, Share Holders, Suppliers &
Dealers. They also deeply appreciate the commitment and dedication of
employees at all levels.
By Order of the Board
S.K. BANGUR
CHAIRMAN
Place: Mumbai
Date: 6th August, 2012
Mar 31, 2011
To
The Members of
RAMA NEWSPRINT AND PAPERS LIMITED
The Directors are pleased to present the 201h Annual Report and the
Audited Accounts for the Financial Year ended 31sl March 2011.
FINANCIAL RESULTS
(Rs. in lacs)
Year ended Year ended
31-03-2011 31-03-2010
Sales (Net of Excise Duty) 31780.64 30911.72
Other Income 315.96 581.95
Profit/(Loss) before Interest,
Depreciation and Tax (621.58) (108.10)
Interest & Lease rent 3754.00 3241.56
Profit/(Loss) before
Depreciation and Tax (4375.58) (3349.66)
Depreciation 3485.14 3464.08
Profit/(Loss) before Tax (7860.72) (6813.74)
Deferred Tax/(Credit) 6168.20 (1149.18)
Net Profit/(Loss) (14028.92) (5664.56)
PERFORMANCE DURING 2010-2011
The year under review proved to be another turbulent year in succession
for the operations of the Company. The increasing trend in the prices
of raw materials continued unabatedly without commensurate increase in
the selling prices. During the year the Company had to shift back its
focus on Newsprint owing to negative margins in Writing & Printing
Papers. The increase in the selling prices of Newsprint during the year
was also not significant to neutralize the impact of increase in the
cost. As a result of the reduced availability of raw materials and
coal, coupled with higher level of finished stocks, the Company had to
rationalize its production particularly in the 4th quarter of the year.
The Company achieved a production of 1,09,355 MT (including 4,686 of
Writing & Printing paper) during the year under review as against
1,04,931 MT (including 33,082 MT of Writing & Printing paper) during
2009-10. The capacity utilization during the year was 83%. The Company
registered a sales volume of 1,14,830 MT (including 7,791 MT of Writing
& Printing paper) as against 1,19,395 MT (including 30,003 MT of
Writing & Printing Paper) during 2009-.10. As a result, the Company
could bring down the inventory of finished goods to NIL as on
31-03-2011. Another major factor contributing to the increased loss
during 2010-11 is higher interest cost on account of increase in the
rates as well as-the amount of debt availed by the Company to fund the
cash loss.
The Company has become potentially sick under the provisions of Sick
Industrial Companies (Special Provisions Act) (SICA).
CURRENT YEAR'S PROSPECTS & FUTURE PLANS
The year 2011 -12 has begun with a positive note with the selling
prices of Newsprint having witnessed a significant increase in
April-June, 2011 quarter. However, there is so far no respite in the
cost of inputs i.e. raw materials and coal.
The Company has since received SEBI observations on the Draft Letter of
Offer for the proposed Right Issue of Equity Shares of upto Rs.50
Crores and is now gearing up to launch the same shortly. This would
significantly help the Company bridge the Working Capital deficit. In
addition, the Company has also tied up new Term Loans aggregating to
Rs.210 Crores for refinancing of all the existing Term Loans, funding
the Capex projects with quick pay back period and the deficit in
Working Capital. The moratorium period of two years and also the
extended repayment schedule in the new Term Loans would certainly
reduce the liquidity crunch being faced by the Company.
CORPORATE SOCIAL RESPONSIBILITY
The Company continues to be conscious about its social responsibilities
towards the public living within the vicinity of its Mills. Apart from
imparting regular health check facilities for the community in the
nearby villages, distributing free medicines to the needy, the Company
supplies free Drinking Water on a regular basis to the nearby villages.
The Company has opened a modern English Medium School to impart quality
education to the students in the vicinity. In addition, the Company
also undertakes various community welfare jobs as and when needed.
DIRECTORS' RESPONSIBILITY STATEMENT PURSUANTTO SECTION 217 (2AA) OF THE
COMPANIES ACT, 1956
The Directors hereby confirm that: -
1. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. The directors had selected such accounting policies and applied
them consistently and made judgments 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 of
the company for that period;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for- safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a "going concern" basis.
PUBLIC DEPOSITS
The Company has not accepted any deposits from public during the year
under review.
LISTING OF SHARES
Equity Shares of Company are listed on Bombay Stock Exchange Ltd. (BSE)
and National Stock Exchange of India Ltd. (NSE). The Company has duly
paid listing fees to the stock exchanges.
DIRECTORS
During the year under review, Shri V. D. Bajaj has ceased to be
Executive Director of the Company on close of working hour on 8th
January, 2011.
During the year under review, Shri M. P.Taparia resigned on 30th
September, 2010 due to his personal commitments.
The Directors place on record their appreciation of the valuable
contribution made by Shri V. D. Bajaj & Shri M. P. Taparia during their
tenure as Directors and members of various Committees of the company.
Shri P.S.Maharaj was appointed as Additional Director and Executive
Director vide resolution by circulation dated 16th December, 2010. Shri
P.S.Maharaj holds the post of director till the date of ensuing Annual
General Meeting. The Company has received notice u/s 257 of the
Companies Act, 1956, from a member proposing candidature of Shri
P.S.Maharaj for the post of Directorship of the Company.
Shri Sudarsharv Somani, Shri Haigreve Khaitan and Shri S.Doreswamy are
retiring by rotation at the ensuing Annual General Meeting and, being
eligible, have offered themselves for re-appointment.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars with respect to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo as required under
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are furnished as Annexure - I to this Report and forms part of it.
PARTICULARS OF EMPLOYEES
During the year under review no employee has drawn remuneration in
excess of the limits specified under Section 217(2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended to date.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS
Report on Corporate Governance is made part of this Annual Report as
Annexure - II and Management Discussion and Analysis Report as Annexure
- III.
As required by the Listing Agreements, the Certificate of Auditors on
Corporate Governance compliance is also annexed to this Annual Report.
The Certificate from CEO/CFO was placed before the Board of Directors
at the meeting held on 25th May, 2011.
CASH FLOW STATEMENT
As required under clause 32 of the listing agreement with the Stock
Exchanges, the Cash Flow Statement is attached to the Balance Sheet.
AUDITORS
The present Auditors of your Company, M/s. Haribhakti & Co., Chartered
Accountants hold office until the conclusion of this Annual General
Meeting and being eligible, offer themselves for re-appointment.
AUDITORS' REPORT
The Notes to accounts, forming part of Balance Sheet as at 31st March,
2011 and Profit & Loss Account for the year ended on that date,
referred to in the Auditors' Report are self explanatory.
COST AUDIT
The cost accounting records maintained by the company are subject to
audit by the qualified Cost Auditors. Your Company has appointed Shri
Narottam Tola, a qualified Cost Accountant for conducting the audit of
cost account records for the year ended 31st March, 2011 and the Cost
Audit report will be submitted to the Ministry of Corporate Affairs,
Government of India in due course. The Cost Audit report for the year
ended 31st March, 2010 was filed on 16th September, 2010 i.e. well
within the due date i.e., 30th Sept., 2010.
INDUSTRIAL RELATIONS
The industrial relations remained cordial throughout the year under
review.
ACKNOWLEDGEMENT
The Directors wish to place on record and acknowledge their
appreciation and gratitude for the continued co-operation and support
received from the Central Government, the State Government of Gujarat,
Regulatory Bodies, participating Financial Institutions and Banks,
Customers, Suppliers and Dealers. The Directors take this opportunity
to express their appreciation towards the dedication, commitment and
teamwork shown by employees. Your Directors further thank the
fraternity of Members/ Shareholders for their continued confidence
reposed in the management of the Company.
By Order of the Board
S. K. BANGUR
CHAIRMAN
Place : Mumbai
Date : 25th May, 2011
Mar 31, 2010
The Directors are pleased to present the 19th Annual Report and the
Audited Accounts for the Financial Year ended 31st March 2010.
FINANCIAL RESULTS
(Rs. in lacs)
Year Ended Year Ended
31.03.2010 31.03.2009
Sales (Net of Excise Duty) 30,911.72 34,222.03
Other Income 581.95 452.87
Profit before Interest and Depreciation (108.10) 2,200.99
Less: Interest & Lease rent 3,241.56 3,620.12
Profit/(Loss) before Depreciation and Tax 3,349.66 (1,419.12)
Less: Depreciation 3,464.08 3,435.28
Less: Current Tax (Fringe Benefit Tax) - 17.00
Less: Deferred Tax (1,149.18) (2,144.31)
Net Profit / (Loss) (5,664.56) (2,727.09)
DIVIDEND
In view of the loss suffered by the Company during the year under
review,the Company is not in a position to pay any dividend.
PERFORMANCE DURING 2009-10
The historic recession which had embraced worldwide economy in the 2nd
half of F.Y.2008-09 continued its effect on the demand and consumption
of Newsprint in the year under review also. The Company had to resort
to supply management and also had to shift a part of production to
Writing & Printing varieties so as to ease pressure on Newsprint. As a
result, the saleable production during the year under review was
1,04,931 MT (including 33,082 MT of Writing & Printing paper) against
1,24,509 MT (including 81 MT of Writing & Printing paper) during
2008-09. The capacity utilization during the year was lower at 80%.
The Company registered a sales volume of 1,19,395 MT (including 30,003
MT of Writing & Printing Paper) as against 1,09,111 MT (including 2,584
MT of Writing & Printing paper) in 2008-09. The stock of finished goods
which was 19,939 MT in the beginning of the year came down to 5,472 MT
as on 31.03.2010.
The major impact on the profitability of the Company during the year is
due to substantial dip in the capacity utilization, continued pressure
on selling prices and not adequate and matching respite in the cost of
inputs. However, the Company continued its efforts to optimize the
operating and productivity parameters at the mills.
The situation on the international front was also no different and
especially countries like USA, Canada, Europe etc. continued to see
negative growth and therefore had to resort to production cuts and
shutting down of the uneconomic plants. However, from January à March,
2010 quarter there was some upward movement in the international prices
of Newsprint, which brought back the hope of the bottoming up of the
declining trend.
Inspite of the adverse condition as stated above, the Company met all
its debt repayment obligations successfully. However, with a view to
strengthen its financials, the Company plans to come out with a Rights
Issue of Equity Shares of upto Rs.50 crores for which necessary steps
have been initiated.
CURRENT YEARS PROSPECTS AND FUTURE PLANS
The consumption of Newsprint is directly linked to the growth in the
economy. Fortunately, Indian economy showed a positive GDP growth of
7.5% in the F. Y. 2009-10 and it is expected to grow at about 9% during
the F. Y. 2010-11. The signs of recovery are clearly visible in the
growth in manufacturing and service sectors. The flow of advertisement
has improved both from the Government sector and also the promotional
advertisements from the Corporate sector. This has helped in increasing
back the pagination of the newspapers and magazines and consequently
has increased the consumption of Newsprint in India.
Robust demand has helped the international players to push up the
prices of Newsprint by about US $ 60/MT from the quarter beginning
April,2010. The domestic manufacturers could also get an increase of
about Rs.2500-Rs.3000/MT during this quarter. However, this much jump
in prices is not sufficient to meet the losses of manufacturers &
therefore with continuing growth in demand, it is expected that this
trend will continue through-out the year and the Company will be able
to optimize the capacity utilization and improve the profitability.
Further, the Company has identified certain low value Capex items with
quick payback period which shall improve the productivity at Mills and
shall help in improving the profitability of the Company. The Company
is in the process of trying up funds for the same.
Besides, the Company is planning to unlock the value of locked assets
and for this purpose have identified the following areas:
1. Export of surplus power from the existing power generating
facility.
2. Earmarking about 250 acres of land for developing a Special
Economic Zone.
RAW MATERIAL
The Company uses eco friendly recycled fibre as main raw material. The
blending of purchased pulp is done as per the quality requirement in
the final product. The recycled fibre and pulp are sourced from
domestic sources as well as from imports. It is heartening to note
that world wide awareness for recycling and reuse of the precious fibre
is increasing and therefore the recovery percentage of recycled fibre
is improving day by day. The Company is duly complying with all the
requirements under Hazardous Material (Management, Handling and
Transboundary Movement) Rules, 2007.
CORPORATE SOCIAL RESPONSIBILITY
The Company is conscious about its social responsibilities towards the
public living within the vicinity of its Mills. The Company continues
to impart regular health check facilities for the community in the
nearby villages and distribute free medicines to the needy apart from
supplying free Drinking Water on a regular basis to the nearby
villages.
The Company has opened a modern English Medium School to impart quality
education to the students in the vicinity. In addition, the Company
also undertakes various community welfare jobs as and when needed.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF
THE COMPANIES ACT, 1956
The Directors hereby confirm that: -
1. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. The directors had selected such accounting policies and applied
them consistently and made judgments 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 of
the company for that period;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a "going concern" basis.
PUBLIC DEPOSITS
The Company has not accepted any deposits from public during the year
under review.
LISTING OF SHARES
Equity Shares of Company are listed on Bombay Stock Exchange Ltd. (BSE)
and National Stock Exchange of India Ltd. (NSE). The Company has duly
paid listing fees to the stock exchanges.
DIRECTORS
During the year under review, Shri Vashu Ramsinghani and Shri Amit
Ramsinghani resigned on 31st March 2010 due to their personal
commitments.
The Directors place on record their appreciation of the valuable
contribution made by Shri Vashu Ramsinghani & Shri Amit Ramsinghani
during their tenure as Directors of the Company.
Shri S K Bangur, Shri Virendra Bangur & Shri K L Chandak are retiring
by rotation at the ensuing Annual General Meeting and, being eligible,
have offered themselves for re-appointment.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars with respect to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo as required under
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are furnished as Annexure à I to this Report and forms part of it.
PARTICULARS OF EMPLOYEES
Particulars of employees under Section 217(2A)of the Companies Act,1956
read with Companies (Particulars of Employees) Rules,1975 as amended to
date,are furnished as per Annexure-IV
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS
Report on Corporate Governance is made part of this Annual Report as
Annexure à II and Management Discussion and Analysis Report as Annexure
à III.
As required by the Listing Agreements, the Certificate of Auditors on
Corporate Governance compliance is also annexed to this Annual Report.
The Certificate from CEO/CFO was placed before the Board of Directors
at the meeting held on 29th May 2010.
CASH FLOW STATEMENT
As required under clause 32 of the listing agreement with the Stock
Exchanges, the Cash Flow Statement is attached to the Balance Sheet.
AUDITORS
The present Auditors of your Company, M/s. Haribhakti & Co., Chartered
Accountants hold office until the conclusion of this Annual General
Meeting and being eligible, offer themselves for re-appointment.
AUDITORS REPORT
The Notes to accounts, forming part of Balance Sheet as at 31st March
2010 and Profit & Loss Account for the year ended on that date,
referred to in the Auditors Report are self explanatory.
COST AUDIT
The cost accounts records maintained by the company are subject to
audit by the qualified Cost Auditors. Your Company has appointed Shri.
Narottam Tola, a qualified Cost Accountant for conducting the audit of
cost account records for the year ended 31st March 2010 and the Cost
Audit report will be submitted to the Ministry of Corporate Affairs,
Government of India in due course.
INDUSTRIAL RELATIONS
The industrial relations continued to remain cordial throughout the
year under review except during the period from 12.1.2010 to 7.2.2010
when empoyees unions were on strike for wage revision and production
suffered. However, despatches of finished goods continued even during
the strike period. The management has entered into a long term
settlement with the employees unions assuring complete industrial
peace and harmony.
ACKNOWLEDGEMENT
The Directors wish to place on record and acknowledge their
appreciation and gratitude for the continued co-operation and support
received from the Central Government, the State Government of Gujarat,
Regulatory Bodies, participating Financial Institutions and Banks,
Customers, Suppliers and Dealers. The Directors take this opportunity
to express their appreciation towards the dedication, commitment and
teamwork shown by employees, which has contributed in taking the
Company on the path of prosperity. Your Directors further thank the
fraternity of Members/Shareholders for their continued confidence
reposed in the management of the Company.
By Order of the Board
Place: Mumbai S. K. BANGUR
Date: 29.05.2010 CHAIRMAN
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