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Shree Rama Newsprint Directors Report, Shree Rama News Reports by Directors
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Shree Rama Newsprint

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Directors Report Year End : Mar '15    « Mar 14
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
Source : Dion Global Solutions Limited
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