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Shree Rama Newsprint

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Directors Report Year End : Mar '16    « Mar 15

To

The Members of

SHREE RAMA NEWSPRINT LIMITED

The Directors are pleased to present the 25th Annual Report together with the Audited Financial Statement for the Financial Year ended 31st March 2016.

FINANCIAL RESULTS Amount Rs. in Lacs

Year Ended 31-03-2016

Year Ended 31-03-2015

Revenue from operations

38391.05

37498.48

Profit/(Loss) before Interest, Depreciation and Tax

(697.32)

(3589.17)

Finance Cost

2801.13

4585.27

Profit/(Loss) before Depreciation and Tax

(3498.45)

(8174.44)

Depreciation

1379.40

1237.86

Profit /(Loss) before Tax and Exceptional items

(4877.85)

(9412.30)

Exceptional items

1460.00

-

Extraordinary Items

-

5159.50

Net Profit / (Loss) from ordinary activities

(3417.85)

(4252.80)

PERFORMANCE:

The Company has achieved production of 1,17,498 MT (89% capacity utilization) during the F.Y. 2015-16 as against 1,02,641 MT (78% capacity utilization) achieved in FY 2014-15 i.e. higher by 14,857 MT (14%). The Company has achieved sale of 1,19,377 MT during FY 2015-16 as against 1,10,336 MT in 201415. During the year under review, the Company has produced only Newsprint as being the case in the previous year.

The Company has achieved turnover of Rs. 383.91 crores [Net of excise duty] in FY 2015-16 as against Rs. 374.98 crores [Net of excise duty] in FY 2014-15

The working results of the Company were satisfactory as Loss before exceptional/extraordinary items reduced in FY 201516 to Rs. 48.78 crores as against Rs. 94.12 crores in FY 2014-15 due to restructuring of debt by lenders, infusion of equity by new promoter group entity, higher production & sales quantity and reduction in cost. The net loss was of Rs. 34.18 crores in FY 2015-16 as against Rs. 42.53 crores in FY 2014-15. The working \ [January to March 16] reflects improvement in the overall working with Net Loss of Rs. 1.39 crore only.

EXPORT

Export of Newsprint was 1858 MT worth Rs. 6.23 Crores (FOB) in 2015-16 as against 2257 MT worth Rs. 8.37 crores (FOB) in 2014-15

DIVIDEND

Your Directors have not recommended any dividend in view of the losses suffered by the Company.

TRANSFER TO RESERVES:

In view of losses suffered, the Company has not proposed to transfer any amount to any General Reserves or any other reserve.

FINANCES

As per the decision of the Joint Lender Forum (J.L.F.) as confirmed by the bankers/ lenders in the meeting held on 3103-2015, I.C.I.C.I. Bank Ltd., Bank of Baroda, Oriental Bank of Commerce & Central Bank of India have implemented the same and have issued sanction letters for re-structured loans.

The matter is also being pursued with the Axis Bank Ltd. for settlement as per the decision of J.L.F.

The Company has allotted 6 crores shares of Rs. 10 each amounting to Rs. 60 crores to Riddhi Siddhi Gluco Boils Limited on 24.7.2015 and also allotted Zero Coupon Optionally Fully Convertible Debenture of Rs. 30 crores to ICICI Bank Limited on

31.7.2015 and the amount of Rs. 90 crores so raised is fully utilized for the purpose raised i.e there is no deviation in this regard.

During the year under review, your Company has issued 5,61,350 zero Copoun non-convertible debentures of Rs. 1,000 each and 300 zero coupon non-convertible debentures of Rs. 1,00,000 each on Private Placement Basis aggregating to Rs. 8613.50 lacs.

FIXED DEPOSIT:

The Company has not accepted or renewed any deposit within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under 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 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 are attached as Annexure - II. All the transactions are done at arm’s length and pertain to F.Y. 2015-16 periods only and as approved in the Board and Audit Committee Meetings held during the F.Y. 2015-16.

NUMBER OF MEETINGS OF THE BOARD

During the year, 13 Board Meetings were convened and held 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 one Independent Directors’ Meeting held on 09.02.2016.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors appointed additional directors Mr. Utkarsh Shah (DIN:00101663), on 21st September, 2015,

Mrs. Pallavi Mittal (DIN:07186456), on 21st September, 2015 and Mr. K L Chandak (DIN: 00013487) on 9.2.2016 subject to approval of members in the ensuing Annual General Meeting. The Company has received notices u/s 160 of the Companies Act, 2013, proposing their candidatures for appointment as directors at the ensuing Annual General Meeting.

Shri Siddharth Chowdhary retires from the office by rotation but being eligible offers himself for re-appointment.

The brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas, names of Companies in which they 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

The Board of Directors of the Company appointed Mr. P K Mundra President (Finance) and Company Secretary w.e.f. 24.12.2015 Directors’ Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently except which has been mentioned in the notes and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

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

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and 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 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 FINANCIAL CONTROL SYSTEMS:

The Company has an adequate system of internal financial 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 financial 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

ADOPTION OF POLICES AS PER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 The board framed policies on Preservation of Documents and Determining Materiality for Disclosure to Stock Exchanges which are 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 risks and that there is no element of risk identified that may threaten the existence of the Company. INSURANCE:

Your Company has taken appropriate insurance for all assets against foreseeable perils.

LISTING OF SHARES

Equity Shares of Company continue to be listed on BSE Limited (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 - III 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 Certificate from Chief Executive Officer and Chief Financial Officer was placed before the Board of Directors at its meeting held on 30.05.2016.

The information required under Section 197(12) of the Act read with Rules 5(1) and 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are as per Annexure-IV.

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 Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2016. 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-V”

COST AUDIT

The audit of cost accounts of the Company is being carried out by M/S Nanty shah and associates for FY 2015-16 and after completion of the audit they will be submitting his report to the Central Government.

CASH FLOW STATEMENT

As required under clause 34 of the 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

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

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 check up 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.

The Company is also maintaining colony for workers & staff which has all the modern amenities.

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 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 and on behalf of the Board

Ganpatraj L. Chowdhary

Chairman

DIN:00344816

Place: Ahmedabad

Date : 30.05.2016

Source : Dion Global Solutions Limited
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