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.
Year Ended Year Ended
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)
Depreciation 1237.86 (3477.03)
Profit /(Loss) before Tax and (9412.30) (6594.42)
Exceptional Items - 5245.56
Deferred Tax / (Credit) - 202.06
Extraordinary Items 5159.50 5245.56
Net Profit / (Loss) from ordinary (4252.80) (1550.92)
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
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.
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
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
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
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
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;
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
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
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
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
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.
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
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
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.
The industrial relations remained cordial throughout the year under
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
Date : 11.08.2015