Directors Report of Raama Paper Mills Ltd.

Mar 31, 2015

The Directors are pleased to present their 30th Report along with the Audited Accounts for the year ended 31st March, 2015.

Corporate overview

Rama Paper Mills Limited ("Your Company") is a leading Indian Newsprint, Duplex Board, Tissue manufacturing Company.

Overview of The Economy

As per the latest GDP growth estimates, Indian economy grew by 7.4% in FY15 compared to 6.9% in FY14, mostly driven by improved economic fundamentals and revision of GDP methodology calculation. Even inflation showed signs of moderation, a welcome sign – wholesale price and consumer price inflation declined to 4.2% and 7.4% respectively, compared with last year's 6.3% and10.1%. Reduced inflation falling crude oil prices, stable Rupee, Improved purchasing power and consumer spending, hogher capital inflows supported by the Government policy reforms have already put India on an accelerating growth track and improved the business outlook.

The Government envisages GDP growth to accelerate to 8% in FY16 driven by strengthening macroeconomics fundamentals and implementation of policy reforms recently announced. Reforms like e- auction of coal mines and telecom, FDI hike in insurance, speedier regulatory approvals etc. will be critical growth enablers to de-bottleneck stalled projects, improve the investment outlook and the ease of doing business in the country. Reforms currently underway such as GST implementation, Amendments on Land acquisition bill, Labour reforms, etc, are expected to provide the requisite thrust for growth in the medium- term.

Financial Results

(In Lacs) Particulars 2014-15 2013-14

Turnover 12348.02 17795.48

Profit before Financial Charges & Depreciation 2224.11 1622.46

Less: Financial Charges 903.67 873.16

Less: Depreciation 313.13 666.04

Profit before Tax 1007.31 83.26

Add/Less: Deferred Tax Liability/ Asset 180.95 111.20

Less: Provision for Tax (MAT) 0.00 0.00

Add: MAT Credit Entitlement 0.00 0.00

Profit After Tax -826.36 -27.94

Operations

During the year under review, your Company has suffered the Net Loss of Rs. 826.36 Lacs against the Net Loss of Rs.27.94 Lacs in the previous year, though the turnover has reduced to Rs. 12348.02 Crore against the previous year turnover of Rs. 177.95 Crore. The loss has resulted mainly due to depressed market conditions in paper industry, coupled with increase in raw material cost. Moreover the increased capacity also could not be fully utilized.

Dividend

Since the Company incurred Net Loss during the financial year, your Directors regret their inability to recommend any dividend.

Directors

Shri Gyanveer Singh will retire by rotation and being eligible, offers himself for re-appointment. During the year under review, the Directors of your Company proposes the appointment of Smt. Amarjeet Sandhu as independent director of the Company pursuant to the provisions of Sections 149, 150 and 152 of the Companies Act, 2013. The Directors of your Company feels that her continued support in the Board of the Company would be in the best interest of the Company as well as its stakeholders and therefore recommend her appointment as the Independent Director of the Company. They have also given the certificate of independence as required under the Section 149(7) of the Companies Act, 2013. During the year under review, Smt. Amarjeet Sandhu was also appointed as the additional director on the Board of Directors of the Company and offers himself for re-appointment.

Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the independent Directors was completed. The performance evaluation of the Chairman and non independent Directors was carried out by the independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Number of Board Meetings

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

Particulars of Loan Guarantees Or Investments by Company

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the companies Act, 2013 are given in the notes of financial statements.

POLICIES &DISCLOSURES

VIGIL MECHANISM

The Vigil Mechanism/Whistle blower Policy of the company provides that protected disclosures can be made by a whistle blower through an email to the Chairman of the audit committee. The Whistle Blower Policy can be accessed on the Company's Website (www.ramapaper.com). This dosclosure also forms part of the Corporate Governance Report under Clause 49 of the Listing Agreement.

Remuneration and Nomination policy

The nomination and remuneration committee has recommended to the Board:

a) A policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. .The details of this policy are attached as Annexure tp this report and

b) Further, Policy for selection criteria of Directors and Senior Management and Criteria for determining qualifications, positive attributes and director independence is also attached as Annexure to this Report. The Remuneration and Nomination Policy have also been posted on the website of the Company (www.ramapaper.com).

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and rules made there under, every company having net worth of Rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board.

However, it is not applicable in case of your Company. Hence there is no need to form Corporate Social Responsibility Committee and Corporate Social Responsibility Policy for the company as per the requirement of the Companies Act, 2013.

FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

The details of programmes for familiarization of Independent Directors with the company, their roles and responsibilities in the company, business model of the company and other related matter are updated on the website of the Company (www.ramapaper.com).

To familiarize the new inductees as independent director with the strategy, operations and functions of our Company, the executive directors make presentations to the inductees about the Company's organization structure, finance, human resources, facilities and risk management.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a director. The Formal format of the letter of appointment is available on our website.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee in the company, which draws the remuneration in excess of the limits set out in the said rules.

Disclosures pertaining to remuneration and other details of directors & KMP as 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 enclosed as Annexure to this Report.

Related Party Transaction

All transactions entered with Related parties for the year under review were on arm's length basis and pursuant to Section 188 of the Companies Act 2013, thus disclosure in Form AOC 2 is annexed with Annual Report. The Company has developed a Related Party transactions framework through standard operating procedure for the purpose of identification and monitoring of such transaction.

All Related party transactions are placed before the Audit Committee as also to the Board for approval. None of the Directors has any pecuniary relationship or transactions vis-a–vis the Company. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company (www.ramapaper.com).

Significant and Material Order Passed By the Regulators or Court

There are no Significant and material orders passed by the Regulator/Courts that would impact going concern status of the company and its future operations.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo Particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given hereunder:

Conservation of Energy

i.) Steps taken or impact on conservation of energy: Energy conservation efforts are ongoing activities. During the year under review further efforts were made to ensure optimum utilization of electricity.

ii) Steps taken by the company for utilizing alternate sources of energy: The Company has shifted its energy generation from husk basis to pet coke basis, which has resultant effect in the Cost of Energy.

iii) The Capital investment on energy conservation equipments: During the year under review, the Company has made an capex of Rs. 50 Lacs for shifting the husk based power plant to pet coke basis.

Technology Absorption, Adaption & Innovation and Research & Development

No research & development or technical absorption or adaption & innovation taken place in the company during the Financial Year 2014 – 2015, the details as per rule 8(3) of The companies (Accounts) Rules 2014 are as follows:

i) Efforts made towards technology absorption: - Nil

ii) Benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)- a) Details of technology imported: Nil

b) Year of Import: Nil

c) Whether the technology been fully absorbed: Nil

d) Areas where absorption has not taken place and the reasons there of: Nil

iv) Expenditure incurred on Research and Development: Nil

Foreign Exchange Earnings and Outgo

As your Company does not deal in Foreign Exchange, therefore the particulars relating to Foreign Exchange Earnings and Outgo are not applicable to your Company.

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo : Nil

Corporate Governance and Management Discussion and Analysis Reports

The Corporate Governance and Management Discussion and Analysis Reports, which form an integral part of this report, are set out as separate annexure to this report together with the Certificate from the Auditors of the Company confirming compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchange.

Directors Responsibility Statement

To the Best knowledge and belief and accordingly to the information and explanation obtained by them, your Directors make the following statement Pursuant to Section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that:

a) In the preparation of the Annual Accounts for the year ended 31st March, 2015 the applicable accounting standards have been followed along with proper explanations relating to material departure.

b) Appropriate accounting policies have been selected and applied consistently and judgments 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 31st March, 2015 and of the Profit of the Company for the year ended 31st March, 2015.

c) Proper and sufficient care has been taken for the maintenance of 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) The financial statements have been prepared on a going concern basis.

e) That the Director had laid down internal financial controls to be followed by Company and such internal Controls are adequate and were operating effectively; and

f) That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Statutory Auditors and Auditors' Report

M/S Shiam & Co., Chartered Accountants, Statutory Auditors of your Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment. They have confirmed their eligibility for reappointment under the provisions of Section 139(1) of the Companies Act, 2013. The Boards recommend their appointment.

The report of the Auditors is self -explanatory, therefore does not require any specific comments.

Cost Audit

As per requirement of Central Government and pursuant to section148 of Companies Act 2013 read with the Companies (Cost records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of Cost records relating to the Company.

The Board of Directors on the recommendation of the Audit Committee has appointed M/S. Jain Sharma and Associates, Cost Accountants, as the Cost Auditor of the Company for the Financial Year 2015-16. As requires under the Companies Act 2013, a resolution seeking member's approval for the remuneration payable to the Cost Auditor forms part of the Notice convening Annual General Meeting.

Secretarial Audit

Pursuant to the provisions of the Section 204 of the Companies act 2013 and rules made there under, the Company has appointed M/s. S.Jha & Associates, Company Secretaries to undertake the secretarial Audit of the Company. The secretarial Audit Report is included as Annexure and form an integral part of this report.

Internal Control System And Their Adequacy

Your Company has an effective internal Control and risk mitigation system, which are constantly assessed risk mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The Company's internal Control System is commensurate with its size, scale and complexities of its operations.

The Audit Committee of the Board of directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to the strengthen the same. The company has a robust Management information system, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statuary Auditors and the Business heads are periodically apprised of the internal Audit findings and Corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant Audit observation and corrective actions taken by the management are presented to Audit Committee of the Board. To maintain its objectivity and independence, the internal Audit function reports to the Chairman of the Audit Committee.

Risk Management

During the year under review, the senior officials of the Company performs the task of risk management to identify and evaluate elements of business risk. Consequently a revised robust Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risk and also documentation, mitigation control and reporting mechanism of such Risk.

Material Changes and Commitments after the date of close of Financial Year 2014 – 15

There is no material changes and commitment affecting the financial position of company after the close of financial year 2014-2015 till the date of report.

DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES, AND THEIR FINANCIAL POSITION

There is no subsidiary, Associate and joint venture of the company and further there are no companies, which have become or ceased to be the subsidiary and joint venture of the company during the year.

EXTRACT OF ANNUAL RETURN

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

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation for the shareholders, bankers and other business associates for their forbearance, understanding and support to the Company. They also wish to place on record their great appreciation of the commitment, sense of involvement and dedication exhibited by each staff member in the overall development, growth and prosperity of the company.

Date : 13th August, 2015

Place: Kiratpur FOR AND ON BEHALF OF THE BOARD OF RAMA PAPER MILLS LTD.

Sd/- Sd/-

ARUN GOEL PRAMOD AGARWAL

EXECUTIVE DIRECTOR MANAGING DIRECTOR

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Mar 31, 2014

The Members,

The Directors are pleased to present their 29th Report along with the Audited Accounts for the year ended 31st March, 2014

Financial Results

(RS.in Lacs) Particulars 2013-14 2012-13

Turnover 17795.48 15492.63

Profit before Financial Charges & Depreciation 1622.46 977.25

Less: Financial Charges 873 16 904 76

Less: Depreciation 666.04 664.31

Profit before Tax 83.26 -591.82

Add/Less: Deferred Tax Liability/Asset 111 20 184 92

Less: Provision for Tax (MAT) 0 00 0 00

Add: MAT Credit Entitlement 0 00 0 00

Profit After Tax -27.94 -406.90

Operations

During the year under review, your Company has suffered the Net Loss of Rs. 27.94 Lacs against the Net Loss of Rs.406.90 Lacs in the previous year, though the turnover has increased to Rs.177.95 Crores against the previous year turnover of Rs.154.92 Crores. The loss has resulted mainly due to depressed market conditions in paper industry, coupled with increase in raw material cost. Moreover the increased capacity also could not be fully utilized.

Dividend

Since the Company incurred Net Loss during the financial year, your Directors regret their inability to recommend any dividend.

Directors

Shri Manish Garg will retire by rotation and being eligible, offers himself for re-appointment. During the year under review, The Directors of your Company proposes the appointment of Sh. Manish Garg (the retiring director at the ensuing general meeting), Sh. Prabhat Kumar and Sh. H S Bhimrao as independent directors of the Company pursuant to the provisions of Sections 149, 150 and 152 of the Companies Act, 2013. The Directors of your Company feels that their continued support in the Board of the Company would be in the best interest of the Company as well as its stakeholders and therefore recommend their appointment as the Independent Directors of the Company. They has also given the certificate of independence as required under the Section 149(7) of the Companies Act, 2013. During the year under review, Sh. Gyanveer Singh was appointed as the additional director on the Board of Directors of the Company and offers himself for re- appointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo The information as required under Section 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters forms part of this report and is annexed hereto as Annexure A.

Corporate Governance and Management Discussion and Analysis Reports

The Corporate Governance and Management Discussion and Analysis Reports, which form an integral part of

this report, are set out as separate annexure to this report together with the Certificate from the Auditors of

the Company confirming compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchange.

Statutory Auditors and Auditors'' Report

M/S Shiam & Co., Chartered Accountants, Statutory Auditors of your Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment. They have confirmed their eligibility for reappointment under the provisions of Section 139(1) of the Companies Act, 2013.

The Boards recommend their appointment.

The report of the Auditors is self -explanatory, therefore does not require any specific comments.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed that:

a) In the preparation of the Annual Accounts for the year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanations relating to material departure.

b) Appropriate accounting policies have been selected and applied consistently and judgments 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 31st March, 2014 and of the Profit of the Company for the year ended 31st March, 2014.

c) Proper and sufficient care has been taken for the maintenance of 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.

d) The financial statements have been prepared on a going concern basis.

Particulars of Employees

There is no employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of section 58A of the Companies Act 1956.

INSURANCE

All properties and insurable assets of the Company, including Building, Plant & Machinery and Stocks have been adequately insured, wherever necessary

Industrial Relations

During the year under review, the industrial relations in the company continued to be cordial and peaceful.

THE INFORMATION TO BE TAKEN ON RECORD

The Board of Directors of the Company for the purpose of increasing the capitalization of assets, intends to execute an agreement to sell, of the land of the Company situated at Khasra No. 27, 24, 25, 26 and 18 admeasuring 0.165 Hec, 0.455 Hec, 0.187 Hec, 0.378 and 0.202 Hec respectively and the Land & Building situated at the Rama Vihar Colony admeasuring 7, 400 sq. mt (approx) situated at the Najibabad Road, Kiratpur, Distt. Bijnor by exercising the powers vested under the Board of Directors of the Company under Section 179 and 180 of the Companies Act, 2013.

The Board of Directors of the Company wish to inform the shareholders of the Company and the same may be taken on record.

Acknowledgements

Your Directors wish to place on record their appreciation for the assistance and co- operation that your company has received from the Govt. of India, Govt. of U.P., Bankers, Stakeholders and all others, whose continued support has been a source of strength to the company. Your Directors also wish to place on record their sincere appreciation to the devotion and commitment of every employee of the Company.

Date: 14th August, 2014 Place: Kiratpur FOR AND ON BEHALF OF THE BOARD OF RAMA PAPER MILLS LTD.

Sd/- PRAMOD AGARWAL CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2013

To The Members,

The Directors are pleased to present their 28th Report alongwith the Audited Accounts for the year ended 31st March, 2013

Financial Results (Rs.in Lacs)

Particulars 2012-13 2011-12

Turnover 15492.63 13815.71

Profi t before Financial Charges & Depreciation 977.25 976.78

Less: Financial Charges 904.76 829.66

Less: Depreciation 664.31 662.43

Profi t before Tax -591.82 -515.31

Add/Less: Deferred Tax Liability/Asset 184.92 52.48

Less: Provision for Tax (MAT) 0.00 0.00

Add: MAT Credit Entitlement 0.00 0.00

Profi t After Tax -406.90 -462.83

Operations

During the year under review, your Company has suffered the Net Loss of Rs. 406.90 Lacs against the Net Loss of Rs.462.83 Lacs in the previous year, though the turnover has increased to Rs.154.92 Crores against the previous year turnover of Rs.138.15 Crores. The loss has resulted mainly due to depressed market conditions in paper industry, coupled with increase in raw material cost. Moreover the increased capacity also could not be fully utilized.

Dividend

Since the Company incurred Net Loss during the fi nancial year, your Directors regret their inability to recommend any dividend.

Directors

Shri H.S Bhimrao will retire by rotation and being eligible, offers himself for re-appointment. During the year under review, Shri Manish Garg was appointed as an Additional Director at the meeting of Board held on February 14th 2013. Further Smt Sunita Agarwal was also appointed as additional director on April 01, 2013.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

The information as required under Section 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters forms part of this report and is annexed hereto as Annexure A.

Corporate Governance and Management Discussion and Analysis Reports

The Corporate Governance and Management Discussion and Analysis Reports, which form an integral part of this report, are set out as separate annexure to this report together with the Certifi cate from the Auditors of the Company confi rming compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchange.

Statutory Auditors and Auditors'' Report

M/S Shiam & Co., Chartered Accountants, Statutory Auditors of your Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment. They have confi rmed their eligibility for reappointment under the provisions of Section 224(1B) of the Companies Act, 1956.

The Boards recommend their appointment.

The report of the Auditors is self -explanatory, therefore does not require any specifi c comments.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, it is hereby confi rmed that:

a) In the preparation of the Annual Accounts for the year ended 31st March, 2013 the applicable accounting standards have been followed along with proper explanations relating to material departure.

b) Appropriate accounting policies have been selected and applied consistently and judgments 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 31st March, 2013 and of the Profi t of the Company for the year ended 31st March, 2013.

c) Proper and suffi cient care has been taken for the maintenance of 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.

d) The fi nancial statements have been prepared on a going concern basis.

Particulars of Employees

There is no employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of section 58A of the Companies Act 1956.

INSURANCE

All properties and insurable assets of the Company, including Building, Plant & Machinery and Stocks have been adequately insured, wherever necessary

Industrial Relations

During the year under review, the industrial relations in the company continued to be cordial and peaceful.

Acknowledgements

Your Directors wish to place on record their appreciation for the assistance and co- operation that your company has received from the Govt. of India, Govt. of U.P., Bankers, Stakeholders and all others, whose continued support has been a source of strength to the company. Your Directors also wish to place on record their sincere appreciation to the devotion and commitment of every employee of the Company.

Date: 14th August, 2013

Place: Kiratpur For and on behalf of the Board of

RAMA PAPER MILLS LTD.

Sd/-

PRAMOD AGARWAL CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2012

The Directors are pleased to present their 27th Report alongwith the Audited Accounts for the year ended 31st March 2012

Financial Results (Rs. in Lacs)

Particulars 2011-12 2010-11

Turnover 13815.71 12577.89

Profit before Financial Charges & Depreciation 976.78 555.46

Less: Financial Charges 829.66 989.84

Less Depreciation 662.43 632.21

Profit before Tax -515.31 1066.59

Add/Less: Deferred Tax Liability 52.48 305.86

Less: Provision for Tax (MAT) 0.00 0.00

Add: MAT Credit Entitlement 0.00 0.00

Profit After Tax -462.83 -760.73

Profit/Loss brought forward from previous year 655.49 1416.22

Balance carried to Balance Sheet 192.66 655.49

Operations

During the year under review, your Company has suffered the Net Loss of Rs. 462.83 lacs against the Net Loss of Rs. 760.73 lacs in the previous year, though the turnover has increased to Rs.138.16 Crore against the previous year turnover of Rs. 125.78 Crore. The loss was resulted mainly due to depressed market conditions in paper industry, coupled with increase in raw material cost. Moreover the increased capacity also could not be fully utilized.

The Management is also pleased to inform that your Company has been issued 28484 CERs on 20th July' 2012 (IIIrd Issuance) and further Monitoring Report for the period 01st August 2011 to 31st March 2012 for issue of 16125 has now been web hosted.

Dividend

Since the Company incurred Net Loss during the financial year, your Directors regret their inability to recommend any dividend.

Directors

Shri Prabhat Agarwal will retire by rotation and being eligible, offers himself for re-appointment. During the year under review, Mr. Amar Mittal resigned from the Board of Directors of the Company and the Board was pleased to appoint Shri Manish Garg as an Additional Director at its meeting held on November 4th 2011. A notice under section 257 of the Companies Act' 1956 has been received from a member of the company proposing his candidature for office of Director, liable to retire by rotation and now put before the members for their approval.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

The information as required under Section 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters forms part of this report and is annexed hereto as Annexure A.

Corporate Governance and Management Discussion and Analysis Reports

The Corporate Governance and Management Discussion and Analysis Reports, which form an integral part of this report are set out as separate Annexure to this report together with the Certificate from the Auditors of the Company confirming compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchange.

Statutory Auditors and Auditors' Report

M/S Shiam & Co., Chartered Accountants, Statutory Auditors of your Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment. They have confirmed their eligibility for reappointment under the provisions of Section 224(1B) of the Companies Act, 1956.

The Boards recommend their appointment.

The report of the Auditors is self -explanatory, therefore does not require any specific comments.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed that:

a) In the preparation of the Annual Accounts for the year ended 31st March, 2012 the applicable accounting standards have been followed along with proper explanations relating to material departure.

b) Appropriate accounting policies have been selected and applied consistently and judgments 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 31st March, 2012 and of the Profit of the Company for the year ended 31st March, 2012.

c) Proper and sufficient care has been taken for the maintenance of 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.

d) The financial statements have been prepared on a going concern basis.

Particulars of Employees

There is no employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of section 58A of the Companies Act 1956.

INSURANCE

All properties and insurable assets of the Company, including Building, Plant & Machinery and Stocks have been adequately insured, wherever necessary

Industrial Relations

During the year under review, the industrial relations in the company continued to be cordial and peaceful

Acknowledgements

Your Directors wish to place on record their appreciation for the assistance and co-operation that your company has received from the Govt, of India, Govt, of U.P., Bankers, Stakeholders and all others, whose continued support has been a source of strength to the company. Your Directors also wish to place on record their sincere appreciation to the devotion and commitment of every employee of the Company.

For and on behalf of the Board of RAMA PAPER MILLS LIMITED

Sd/ PRAMOD AGARWAL CHAIRMAN &. MANAGING DIRECTOR

Dated: 14-08-2012 Place: Kiratpur

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Mar 31, 2011

The Members,

The Directors are pleased to present their 26th Report alongwlth the Audited Accounts for the year ended 31st March, 2011

Financial Results Rs, in lacs

Particulars 2010-11 2009-10

Turnover 12577.89 10971.72

Profit before Financial Charges & Depreciation 555.46 1187.59

less; Financial Charges 989.84 673.42

less: Depredation 632.21 506.96

Profit before Tax -1066.59 7.21

Add/Less: Deferred Tax Liability -305.86 6.18

Less: Provision for Tax (MAT) -760.73 1.11

Add: MAT Credit Entitlement 0.00 1.11

Profit After Tax -760.73 1.03

Profit: / Loss brought forward from previous year 1416.22 1415.17

Balance carried to Balance Sheet 655.49 1416.22

Operations

During the year under review, your Company has suffered the Not toss of Rs.760,73 lacs against the marginal profit of Rs.1.03 lacs in the previous- year though the turnover has increased to Rs. 125.78 Crore against the previous year turnover of Rs. l09.71 Crores: The loss has resulted mainly due to sharp hike In raw material cost not corresponingly re- imbursed from the selling price increase. The cost of raw materia! increased fey 30% over the previous year, whereas the selling price was increased by 11% only over the previous yeac Moreover the Increased capacity also could not be fully operational,

The Management is also pleased to inform that your Company's Monitoring Report for the period 01st January 2009 to 31st Nay 2010 requesting issuance Of 34439 CERs has now been under Information & Reporting Check with UNFOCC.

Dividend

Since the Company incurred Net Loss during the financial year, your Directors regret their inability to recommend any dividend.

Directors

Shri H.S. Bhimrao will retire by rotation and being eligible, offers himself for re-appointment.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and outgo

The information as required under Section 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters forms part of this report and is annexed hereto as Annexure A.

Corporate Governance and Management Discussion and Analysis Reports

The Corporate Governance and Management Discussion and Analysis Reports, which form an integral part of this report, are set out as separate annexure to this report together with the Certificate from toe Auditors of the Company confirming compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchange

Statutory Auditors and Auditors' Report

M/S Shiam & Co., Chartered Accountants, Statutory Auditors of your Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment, They have confirmed their eligibility for reappointment under the provisions of Section 224(18) of toe Companies Act, 1956.

The Boards recommend their appointment.

The report of the Auditors is self -explanatory, therefore does not require any specific comments.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1056, it is hereby confirmed mat:

a) in the preparation of the Annual Accounts for the year ended 31st March, 2011 the applicable accounting standards have been) followed along with proper explanations relating to material departure,

b) Appropriate accounting policies have been selected and applied consistently and Judgments and estimates have been made that are reasonable and prudent so as to give a due and fair view of the state of affairs of the Company as at 31st March, 2011 and of the Profit of the Company for the year ended 31st March, 2011,

c) Proper and sufficient care has been taken for the maintenance of 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.

d) The financial statements have been prepared on a going concern basis.

Particulars of Employees

There is no employee covered under the provisions, of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975,

Fixed Deposits

Your Company has not accepted any deposits within the meaning of section 58A of the Companies Act 1958.

INSURANCE

All properties and insurable assets of the Company, including Building, Plant St Machinery and Stocks have been adequately insured, wherever necessary,

Industrial Relations

During the year under review, the industrial relations in the company continued to be cordial and peaceful.

Acknowledgements

Your Directors wish to place on record their appreciation for the assistance and co-operation that your company has received from the Govt of India, Govt of U.P Bankers, Stakeholders and all otters, whose continued support has been a source of strength to the company. Your Directors also to wish to place on record their sincere appreciation to the devotion and commitment of every employee of the Company.

For and on behalf of the Board of RAHA PAPER. MILLS LIMITED

Sd/ Dated: 14-08-2011 PRAMOD AGARWAl Place: Kiratpur CHAIRMAN St. MANAGING DIRECTOR