Mar 31, 2018
Dear Shareholders,
We have pleasure in presenting the 36th Annual Report of the Company and the audited statement of accounts for the year ended 31st March, 2018. A summary of the financial results is given below:
(Rs. In Lakhs)
FINANCIAL RESULTS |
||
Particulars |
Year Ended |
|
31.03.2018 |
31.03.2017 |
|
Total Income |
12047 |
10976 |
Profit before Interest & Depreciation |
655 |
546 |
Interest & Depreciation |
266 |
271 |
Profit before Tax |
389 |
275 |
Deferred Tax Liability/Income Tax |
143 |
124 |
Surplus for the year |
246 |
151 |
Other Comprehensive Income |
184 |
34 |
Total comprehensive Income for the year |
430 |
185 |
Earnings per Share (Rs.) |
3.91 |
1.68 |
REVIEW OF OPERATIONS
The performance of the company is consistent, despite turbulence in the global markets, as the company is able to maintain high quality standards and also innovate new products.
The Revenue of the company increased to Rs. 12047 lakhs from Rs 10976 Lakhs in the previous year registering a growth of 9.76% over previous year. The total comprehensive income for the year was Rs 430 Lakhs as compared to Rs 168 Lakhs during the previous year i.e. an increase of 255.95 % on account of increased profitability as well as on account of unrealised gain on the non-current investments.
PAPER DIVISION
The Company had modernisation and reinstallation programme for capacity enhancement with addition of sophisticated quality control Instruments leading to improvement in quality parameters and increase in production capacity to 80 TPD from earlier 45 TPD leading to more acceptance and demand of our Absorbent Kraft Grades for Decorative laminates. The modification also brought around huge energy savings in the form of reduced intake of steam, making the products more profitable.
During the year Company had remarkable business with leading brands in Domestic Markets like Marino Panels, Green Ply, Century Ply, Olympic laminates and many more.Company also had Exports to various countries like Saudi Arabia, Middle East, Thailand and China beside the Global leading laminate industries like Formica, Wilson art and Ikea are in process to determine the quantities under annual contract.
The company also launched a new product for Paper Bags, visualising the growth in demand of Paper Bags due to global discouragement for the use of plastic bags. The fast-growing demand of this product is all set to put our Company remarkably on Global Business Map.
The year of 2017-18 has been significantly the year of developing new products. Besides MG White Tissue paper for Gift wrap, which is already a globally selling and revenue generating product, the company also launched Colour Tissues in various ten to twelve solid non bleeding colours for fancy Gift wrapping and flowery decoration. The acceptance of these colour tissue has taken the Global and overseas markets by storm. The primary markets for this product beside domestic market are China, Hong Kong, Europe, USA and South American countries. These products are supplied to Mega-stores in India and Wal-Mart and K-Mart overseas. The other value added and export-oriented products are Masking Paper for Automobile Industry, Protection Paper for Textile printing Industry and Thermal Interleaving paper for Garments manufacturing Industry.
With the significant contribution of above products development and their acceptance in the domestic and overseas markets, the company''s sales prospects are likely to increase and it will also add up to the exports business of the company.
On Global scenario, China which was the world''s top destination for recyclable waste paper, has now banned imports of several grades of waste for environmental compliance, which has impacted the paper production capacities close to 3 lakhs tons per annum. As a result, packaging and other usage paper prices have shot up in domestic markets to cover up this short fall.
Our Company which uses imported waste paper stand to benefit on account of lower global waste paper prices (on excess supply) and higher realization.
CHEMICAL DIVISION (LABSA)
We have the pleasure to inform you that the company has been successfully operating the plant for manufacturing LABSA and has made a good penetration in the markets throughout India. The production for the year was 5030 MTs as compared to 3863 MTs during the previous year.
The company is also trying to get contracts of permanent supplies of LABSA for export purposes.
FUTURE PLANS
Looking to the surge in demand due to wider acceptability of the products of the company in domestic as well as global markets, your company proposes to put one more paper machine to increase the capacity by 35 %.
DIVIDEND
The Board of Directors of your company does not recommend any dividend for the year ended 31stMarch 2018.
UNCLAIMED DIVIDEND: Rs. 0.67 Lakhs is lying in unpaid equity dividend account.
TRANSFER TO RESERVES: The company has not transferred any amount from profit to general reserves.
SUBSIDARY COMPANY: The Company does not have any subsidiary.
PUBLIC DEPOSIT: The Company has not accepted deposits from the public during the financial year under the review within the meaning of Section 73 of the Companies Act, 2013, read with companies (Acceptance of Deposits) Rules, 2014.
EXTRACT OF ANNUAL RETURN: The extract of the Annual Return in Form No. MGT-9 shall form part of the Boards Report in Annexure-I.
CORPORATE GOVERNANCE: A separate statement on Corporate Governance together with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report are given in Annexure-II.
NUMBER OF MEETING HELD DURING THE YEAR: The details of all the meetings of Board of Directors and the Committees, which has taken place during the year and their details along with their attendance, is given in Para 2 of Annexure-II.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT: The Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directors'' Report, is given in Annexure-III.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made there under, Mrs Jeevanlata Kagliwal (DIN: 02057459) Director of the Company, shall retire by rotation at this Annual General Meeting and being eligible, offer herself for re-appointment, for which necessary resolution has been incorporated in the notice of the meeting. The Board of Directors recommends the re-appointment of Mrs. Jeevanlata Kagliwal as a Director of the Company.
Further, Mr Mahesh Mehta, Independent, Non Executive Director resigned from the Board of your company with effective from close of business hours on 10th August 2018. The Board places its sincere appreciation for the valuable guidance and contribution made by Mr Mahesh Mehta in the deliberations of the Board during his tenure.
Mr. Abhaykumar Jain (DIN : 02454426) was appointed as Additional Directors (Independent, Non Executive) on the Board with effect from 10th August 2018 and who holds office till the date of the AGM, in terms of section 161 of the Companies Act, 2013.
The Company has received declarations from all the Independent Directors of the Company in terms of Section 149(7) of the Act, confirming that they meet criteria of independence as prescribed under section 149(6) of the Act and Regulation 25 of SEBI Listing Regulations, 2015.
Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement Under Section 134 (3) (c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:
a. In the preparation of the annual accounts for the year ended March 31, 2018, the applicable Accounting Standards have been followed and there are no material departures from the same;
b. The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31,2018 and of the Profit of the Company for that period;
c. The Directors have taken proper and sufficient care 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. The Directors had prepared the annual accounts of the Company 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;
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.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Disclosures pertaining to remuneration as required Under Section 197(2) of the Companies Act, 2013 and with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directors Report, is given in Annexure-IV
The statement of particulars of employees under section 197(12) of the Companies Act, 2013 and with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is not provided with as, during financial year under review, no employee of the company including Whole Time Director were in receipt of remuneration in excess of the limits set out in the said rules.
EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
INTERNAL CONTROL SYSTEM
The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the design or operation were observed.
The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
During the year, your Directors have constituted a Whistle Blower Policy / Vigil Mechanism Policy for the Company to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the code of conduct of the Company as per the provisions of Section 177 (9) and (10) of Companies Act, 2013. The Vigil Mechanism Policy report has been uploaded on the Website of the Company at www.ramapulp.com
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
During the year the company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has not received any complaint of harassment. The detailed policy forms has been uploaded on the Website of the Company at www.ramapulp.com
RISK MANAGEMENT POLICY
During the year, your Directors have constituted a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company as per the provisions of Section 134(3) (n) of Companies Act, 2013. The detailed policy forms part of the annual report, is given in Annexure-V.
STATUTORY INFORMATION
The Company being basically into the Paper and Chemical business and is the member of BSE Platform.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139(8) of the Companies Act, 2013 read with the Companies (Audit and Auditors Rules, 2014 (the Rules)), including any statutory modification(s) or re-enactment(s) thereof for the time being in force , M/S. Vidya & Co., Chartered Accountants (Firm Registration No. 308022E), Mumbai be and are hereby appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. G. P. Sharma & Co., Chartered Accountants (Firm Registration No. 1099557W), Mumbai
The Board on the recommendation of the Audit Committee at its meeting held on 31.08.2018 , recommends appointment of M/S. Vidya & Co., Chartered Accountants (Firm Registration No. 308022E), for a term of 5 years who shall hold office from the conclusion of the 36th Annual General Meeting to the conclusion of the 41st Annual General Meeting.
Your Company has received written consent(s) and certificate(s) of eligibility from M/S. Vidya & Co., Chartered Accountants (Firm Registration No. 308022E), in accordance with Section 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules made there under (including any statutory modification(s) or re-enactment(s) for the time being in force). Further, M/S. Vidya & Co., Chartered Accountants (Firm Registration No. 308022E), have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.
SECRETARIAL AUDITOR
The board has appointed Ms. Neha P. Agrawal, Practicing Company Secretary to conduct Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report is annexed herewith in Annexure-VI and does not contain any qualification, reservation or adverse remark.
AUDITORS REPORT
The notes referred to by the Auditors in their report are self-explanatory and do not call for further explanation.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Your Board endeavours that all contracts/ arrangements/ transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arm''s length basis only. During the year under review the Company has not entered into any contact/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or investments during the year, under Section 186 (4) of Companies Act,2013.
INSURANCE
All the properties and the insurable interest of the Company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation.
AMALGAMATION
The Board of Directors of the Company have approved the Scheme of Arrangement and Amalgamation between Nath Pulp and Paper Mills Limited and Nath Industrial Chemicals Limited and Rama Pulp and Papers Limited and their respective Shareholders as per the provisions of Section 230 to 232 and other relevant provisions of the Companies Act, 2013 and its approval is under process.
ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out below:
(A) Conservation of Energy
Your Company is continuously taking initiatives to ensure the optimum utilization of energy available in day to day operations not only in offices but also at Plant and factory premises. Your Company uses energy efficient lighting devices, light fittings to save energy, capacitor bank/devices to maintain power factor and plant & equipment which are environment and power efficient.
(B) Technology Absorption
Company has carried out R & D work of Absorbent Kraft Paper for laminates and improvement in the quality of Carbon Base Paper, Napkin Tissue Papers & Cream Wove and Energy Conservation.
Company is benefited in High Realization, Reduction in Energy Cost and Increase in the efficiency of the machines as a result of above R & D.
Your Company has incurred Rs. 181.90 Lakhs expenditure on R & D during the year.
(C) Foreign Exchange Earnings and Outgo
The Company has incurred the following expenses in foreign currency during the financial year 2017-18.
The rupee equivalent of that amount has been given hereunder:
Particulars |
Rs. In Lakhs |
Total Earnings |
733.22 |
Total Expenditure |
3895.87 |
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Section 135, of companies act 2013 regarding Corporate Social Responsibility is not applicable to the company.
ACKNOWLEDGEMENT
The Directors place on record the appreciation and gratitude for the co-operation and assistance extended by Bankers, regulatory bodies and other business constituents.
The Directors also place on record their appreciation for the dedicated and sincere services of the employees of the Company at all levels.
The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.
For and on behalf of the Board,
Ramniklal Salgia
Director
(DIN: 02704031)
Place: Mumbai
Date: 31.08.2018
Mar 31, 2015
Dear Shareholders,
We have pleasure in presenting the 33rd Annual Report of the Company
and the audited statement of accounts for the year ended 31st March,
2015. A summary of the financial results is given below:
(Rs. In Lacs)
financial results
Particulars Year Ended
31.03.2015 31.03.2014
Revenue from Operation 9899 9016
Profit before Interest
& Depreciation 524 630
Interest & Depreciation 192 229
Profit before Tax 332 401
Deferred Tax
Liability/Income Tax 75 145
Balance Carried Over
to Reserve & Surplus 257 256
Earnings per Share (Rs.) 2.33 2.33
REVIEW OF OPERATIONS
The performance of the Company during the year, remained same compared
to that of the previous year despite the fact that there was a pressure
on the paper market.
The sales turnover of the company has increased by around 11% to Rs.
9899 lacs from Rs.9016 lacs.
The company recorded a net profit of Rs.257 lacs during the year
compared to a net profit of Rs.256 lacs in the previous year.
During the year your company launched higher grade of paper for
laminate industries called 'VERGIN' which is well accepted in the
market and has substantially replaced the paper being manufactured and
supplied by 'A grade paper mills. The demand of this product is
continuously growing and has opened new gateways of export in the
countries like Thailand, Malaysia, Philippines, Taiwan and Bangladesh.
Further your company has successfully developed MG White Tissue paper
for Printing and Gift wrapping which has created good demand in Europe,
USA and South American countries. This product is being supplied to
Mega-stores like Wal-Mart.
With the contribution of above products development and their
acceptance in the global market the company's export is likely to
increase.
FUTURE PLANS
The company's expansion programme to set up a plant to manufacture
16000 TPA of Linear Alkyl Benzene Sulphonic Acid (LABSA) at Vapi
Dist.Valsad Gujarat got clearance from Ministry of environment and it
is being implemented and would commence the production during the year.
DIVIDEND
The Board of Directors of your company does not recommend any dividend
for the year ended 31stMarch 2015. UNCLAIMED DIVIDEND : Rs. 2.27 Lacs
is lying in unpaid equity dividend account.
TRANSFER TO RESERVES : The company has not transferred any amount from
profit to general reserves.
SUBSIDARY COMPANY : The Company does not have any subsidiary.
PUBLIC DEPOSIT : The Company has not accepted deposit from the public
during the financial year under the review within the meaning of
Section 73 of the Companies Act, 2013, read with companies (Acceptance
of Deposits) Rules, 2014.
EXTRACT OF ANNUAL RETURN : The extract of the Annual Return in Form No.
MGT-9 shall form part of the Boards Report in Annexure-I.
CORPORATE GOVERNANCE : As per Clause-52 of Listing Agreement with the
Stock Exchange, the report of the Corporate Governance and the
certificate of the Auditors of the Company in respect of compliance
thereof are appended hereto and forming part of this report; are given
in Annexure-II. The requisite certificate from the Auditors of the
Company confirming compliance with the conditions of Corporate
Governance is attached in the report of Corporate Governance.
NUMBER OF MEETING HELD DURING THE YEAR : The details of all the
meetings of Board of Directors and the Committees, which has taken
place during the year and their details along with their attendance, is
given in Para 2 of
Annexure-II.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT : The Management Discussion
and Analysis of the financial condition and results of consolidated
operations of the Company under review, is annexed and forms an
integral part of the Directors' Report, is given in Annexure-III.
DIRECTORS AND KEY MANAGERIAL PERSONNEL : Mrs Jeevanlata Nandkishor
Kagliwal was appointed as an additional director in the Board Meeting
held on 31st March, 2015.She will hold the office up to the date of
ensuing general meeting and is eligible for appointment as a director.
In accordance with Section 149(1), 152(5) and other applicable
provisions, if any, of the Companies Act, 2013 including any
modification or re-enactment thereof Mrs. Jeevanlata Nandkishor
Kagliwal (DIN: 02057459) shall be appointed Women Director of the
company, liable to retire by rotation, after being approved by members
at the ensuing general meeting.
In accordance with Section 196 and 197 of the Companies Act, 2013 read
with the Articles of Association of the Company. Mr.Akhilesh Sharma
(DIN: 01831269), Executive Director, is re-appointment at the ensuing
Annual General Meeting.
Based on the confirmations received from Directors, none of the
Directors are disqualified from appointment under Section 164 of the
Companies Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement Under Section 134 (3) (c) of the Companies
Act, 2013 with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
a. In the preparation of the annual accounts for the year ended March
31, 2015, the applicable Accounting Standards have been followed and
there are no material departures from the same;
b. The Directors have selected such Accounting Policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the State of affairs
of the Company as at March 31, 2015 and of the Profit of the Company
for that period;
c. The Directors have taken proper and sufficient care 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. The Directors had prepared the annual accounts of the Company on a
Rsgoing 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;
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.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Disclosures pertaining to remuneration as required Under Section
197(2) of the Companies Act, 2013 and with Rules 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
forms part Directors Report, is given in
Annexure-IV.
EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013 the Board has
carried out an annual performance evaluation of its own performance,
the Directors individually as well as the evaluation of the working of
its Audit, Nomination & Remuneration and Compliance Committees,. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
INTERNAL CONTROL SYSTEM
The Company has in place adequate internal financial controls with
reference to financial statements. During the year no reportable
material weakness in the design or operation were observed.
The internal audit covers a wide variety of operational matters and
ensures compliance with specific standard with regards to availability
and suitability of policies and procedures.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
During the year, your Directors have constituted a Whistle Blower
Policy / Vigil Mechanism Policy for the Company to report to the
management instances of unethical behavior, actual or suspected, fraud
or violation of the Company's code of conduct of the Company as per the
provisions of Section 177 (9) and (10) of Companies Act, 2013. The
Vigil Mechanism Policy report has been uploaded on the Website of the
Company at www.ramapulp.com
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
During the year the company has adopted a policy for prevention of
Sexual Harassment of Women at workplace and has not received any
complaint of harassment. The detailed policy forms has been uploaded on
the Website of the Company at www.ramapulp.com
RISK MANAGEMENT POLICY
During the year, your Directors have constituted a risk management
policy for the Company including identification therein of elements of
risk, if any, which in the opinion of the Board may threaten the
existence of the Company as per the provisions of Section 134(3) (n) of
Companies Act, 2013. The detailed policy forms part of the annual
report, is given in Annexure-V
STATUTORY INFORMATION
The Company being basically into the Paper business and is the member
of BSE and ASE Platform. Apart from paper business, the Company is not
engaged in any other business/activities.
STATUTORY AUDITORS
M/s. N.R. Agarwal & Company, Chartered Accountants, Mumbai (having Firm
Registration No.100143W) Statutory Auditors of the Company, who were
appointed in last AGM and holds office until the conclusion of the 35th
Annual General Meeting needs ratification by members of the Company for
financial year 2015-16. The Company has received letter from M/s. N.R.
Agarwal & Company, Chartered Accountants, to the effect that their
ratification of appointment, if made, would be within the prescribed
limits under Section 139 of the Companies Act, 2013 and that they are
not disqualified for such appointment within the meaning of Section 141
of the Companies Act, 2013.
SECRETARIAL AUDITOR
The board has appointed Ms. Neha P. Agrawal, Practicing Company
Secretary to conduct Secretarial Audit for the Financial Year 2014-15.
The Secretarial Audit Report is annexed herewith in Annexure-VI and
does not contain any qualification, reservation or adverse remark.
AUDITORS REPORT
The notes referred to by the Auditors in their report are
self-explanatory and do not call for further explanation.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Your Board endeavors that all contracts/ arrangements/ transactions
entered by the Company during the financial year with related parties
are in the ordinary course of business and on an arm's length basis
only. During the year under review the Company has not entered into any
contact/ arrangement/ transaction with related parties which could be
considered material in accordance with the policy of the Company on
materiality of related party transactions.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or investments during
the year, under Section 186 (4) of Companies Act, 2013.
INSURANCE
All the properties and the insurable interest of the Company including
building, plants and machinery and stocks wherever necessary and to the
extent required have been adequately insured.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation.
ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134 (3) (m) of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014
are set out below:
(A) Conservation of Energy
Your Company is continuously taking initiatives to ensure the optimum
utilization of energy available in day to day operations not only in
offices but also at Plant and factory premises . Your Company uses
energy efficient lighting devices, light fittings to save energy,
capacitor bank / devices to maintain power factor and plant & equipment
which are environment and power efficient.
(B) Technology Absorption
Company has carried out R & D work of Absorbent Kraft Paper for
laminates and improvement in the quality of Carbon Base Paper, Napkin
Tissue Papers & Cream Wove and Energy Conservation.
Company is benefited in High Realization, Reduction in Energy Cost and
Increase in the efficiency of the machines as a result of above R & D.
Your Company has incurred Rs. 159.01 lacs expenditure on R & D during
the year.
(C) Foreign Exchange Earnings and Outgo
The Company has incurred the following expenses in foreign currency
during the financial year 2014-15. The rupee equivalent of that amount
has been given hereunder:
Particulars Rs. In Lacs
Total Expenditure 3012.09
Total Earning 204.89
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Section 135, of companies act 2013 regarding Corporate Social
Responsibility is not applicable to the company.
APPRECIATION
Your Directors place on record their deep appreciation to employees at
all levels for their hard work, dedication and commitment and express
their sincere thanks and appreciation to all the employees for their
continued contribution, support and co-operation to the operations and
performance of the Company.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
co-operation and assistance received from Shareholders, bankers,
regulatory bodies and other business constituents during the year under
review.
For and on behalf of the Board,
Mahesh Mehta
Director
(DIN: 01831199)
Place: Mumbai
Date: 28th August, 2015
Mar 31, 2014
Dear Shareholders,
We have pleasure in presenting the 32nd Annual Report of the Company
and the audited statement of accounts for the year ended 31st March,
2014. A summary of the financial results is given below:
(Rs. in Lacs)
FINANCIAL RESULT
Particulars Year Ended
31-03-2014 31-03-2013
Revenue form operation (Net) 8601 7133
Profit before Interest & Depreciaton 630 587
Interest & Depreciation 229 211
Profit before Tax 401 376
Deferred Tax Liability/Income Tax 145 89
Balance Carried Over to 256 287
Reserve & Surplus
Earning per Share (Rs.) 2.33 2.61
REVIEW OF OPERATIONS
The performance of the Company during the year has improved marginally
compared to that of the previous year.
The sales turnover of the company has increased by around 21% to Rs.
8601 lacs from Rs. 7133 lacs because your company has undertaken an
expansion programme for paper machine no I.
The company recorded a net profit of Rs. 401 lacs during the year
compared to a net profit of Rs.376 lacs in the previous year.
The company has developed a higher version of Absorbent Kraft named
''VIRGIN KRAFT'' which can compete and replace the paper being supplied
by ''A grade paper mills. Further your company has successfully got an
export order for its laminate grade paper which will increase the
bottom line of the company. Its earlier product Absorbent Kraft
introduced by the company in the previous year is well accepted by the
consumers and has captured substantial market share. The company
endeavours to capture the export market and have made exports to the
extent of Rs. 249.42 lacs to the countries like Indonesia, Thailand and
Philippines. During the year your company has undertaken a successful
expansion programme for its paper machine and also installed an
additional FBC boiler which will increase fuel efficiency considerably
and also reduce the down time of the plants at the time of annual shut
down of our existing boiler.
The performance of business of the Company has been comprehensively
discussed in the Management discussion and Analysis Report (forming
part of this Directors'' Report).
This report has been prepared on the basis of the legal requirements
under the Companies Act, 1956. As per General Circular No. 08/2014
issued by the Ministry of Corporate Affairs (MCA) dated 04.04.2014, the
provisions of the Companies Act, 2013 will become applicable for all
disclosures required under the Act for the year 2014-15 and subsequent
years.
FUTURE PLANS
The company''s expansion programme to set up a plant to manufacture 1.25
lacs TPA of Granular Single Super Phosphate (SSP) at Paithan,
DistAurangabad in Maharashtra and 16000 TPA of Linear Alkyl Benzene
Sulphonic Acid (LABSA) at Vapi DistValsad Gujarat got delayed pending
the permission from Ministry of environment for clearance of the above
projects. Although the company got the Terms of reference, it hopes to
get the final clearance soon.
CORPORATE GOVERNANCE
A separate report on Corporate Governance is enclosed as a part of this
Annual Report. A certificate from the Auditors of the Company regarding
compliance with Corporate Governance norms stipulated under Clause 49
of the Listing Agreement is annexed to the Report on Corporate
Governance.
DIVIDEND
The Board of Directors of your company does not recommend any dividend
for the year ended 31st March 2014.
AUDITORS REPORT
The notes referred to by the Auditors in their report are
self-explanatory and do not call for further explanation.
DIRECTORS
The Company has, pursuant to the provisions of Clause 49 of the Listing
Agreements entered into with Stock Exchanges, appointed Mr. Mahesh
Mehta and Mr.Ramniklal Salgia as Independent Directors of the Company.
The Company has received declarations from the said Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under the said Clause 49. In accordance
with the provisions of Section 149(4) and proviso to Section 152(5) of
the Companies Act, 2013, these Directors are being appointed as
Independent Directors to hold office as per their tenure of appointment
mentioned in the Notice of the forthcoming AGM of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of the Companies Act, 1956 the Board of
Directors confirms that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed and proper explanations provided relating
to material departures, if any;
ii) The Directors have followed appropriate 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 year;
iii) The Directors have taken proper and sufficient care to ensure 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, if any;
iv) The Directors have prepared the annual accounts on a going concern
basis.
AUDITORS
M/s. N. R. Agrawal & Company, Chartered Accountants, Mumbai retire at
the ensuing Annual General Meeting and being eligible, have expressed
their willingness to continue, if so appointed. As required under the
provisions of section 139(1) of 2013 Act & the Companies (Audit &
Auditors) Rules 2014, your Company has obtained a written certificate
from the Auditors proposed to be re-appointed to the effect that, if
the appointment is made it shall be in accordance with the conditions
as may be prescribed. The Board hereby requests the members to appoint
M/s. N. R. Agrawal & Company, Chartered Accountants, Mumbai as the
Auditors for period of three years from the conclusion of this Annual
General Meeting till the Annual General Meeting to be held in 2017.
PARTICULARS OF EMPLOYEES
There are no employees receiving remuneration in excess of the amount
prescribed under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 relating to which a
statement of particulars is required to be annexed to this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING
& OUTGO
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and outgo, in accordance with
rule 2 of the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is annexed to this Report.
CASH FLOW ANALYSIS:
In conformity with the provisions of clause 32 of the Listing Agreement
the Cash Flow Statement for the year ended 3103.2014 is annexed hereto.
APPRECIATION:
The Board places on record its deep appreciation of the devoted
services of the loyal workers, executives and other staff of the
Company, who have contributed to the performance and the Company''s
continued inherent strength. It also extends its gratitude to the
investors and the bankers for the support extended to the Company from
time to time. Shareholders'' appreciation of the management''s efforts
expressed at the general meetings of the Company and otherwise, is a
great fillip in the untiring effort for better performance year after
year.
By order of the Board of Directors
For Rama Pulp & Papers Ltd.
Mahesh Mehta
Director
Place: Mumbai
Date: 30th August, 2014
Mar 31, 2012
The Directors have pleasure in presenting the 30th Annual Report of
your Company together with the Audited Accounts drawn for the year
ended 31st March, 2012.
(Rs. in Lacs)
FINANCIAL RESULT
Particulars Year Ended
31.03.2012 31.03.2011
Revenue from Operation (Net) 7107 6670
Profit before Interest & 530 467
Depreciation
Interest & Depreciation 158 100
Profit before Tax 372 367
Surplus brought forward 1126 935
from the Previous Year
Deferred Tax (119) (61)
Proposed Dividend & Tax 0 65
Surplus carried to Balance Sheet 1418 1126
EPS (Rs.) 2.30 3.36
REVIEW OF OPERATIONS
The sales turnover of the company increased to Rs. 7107 lacs from
Rs. 6670 lacs and has registered an increase of 6.55% than previous
year.
The company recorded a net profit of Rs. 372 lacs during the year
compared to a net profit of Rs. 367 lacs in the previous year.
The new product Absorbent Kraft introduced by your company is well
accepted by the consumers and has captured substantial market share.
Our overseas sales have increased to Rs. 324 lacs compared with Rs. 312
lacs in the previous year. The company has also introduced its
Specialty Products in South East Asia and American sub continent.
FUTURE PLANS
Your company has decided to install a new FBC boiler with co-generation
capacity of Two MW of power. Your company is also setting up a plant to
manufacture 1.25 lacs TPA of Granular Single Super Phosphate (SSP) at
Paithan, Dist. Aurangabad in Maharashtra and 16000 TPA of Linear Alkyl
Benzene Sulphonic Acid (LABSA) at Vapi Dist. Valsad Gujarat. These
projects are scheduled to be on stream by March 2014. The projects
would involve a capital outlay of Rs. 35 crores resulting in increased
sales revenue of about Rs. 240 crores.
CORPORATE GOVERNANCE
All mandatory provisions of corporate governance as provided in the
listing agreement with Stock Exchanges on which company's securities
are listed, are complied with.
Pursuant to clause 49 of listing agreement with Stock Exchanges, a
Management Discussion and Analysis Report and a Corporate Governance
Report are made part of this report.
A certificate from the auditors of the company regarding compliance
with the conditions of Corporate Governance as stipulated by clause 49
of the listing agreement is attached to this report.
DIVIDEND
As your Company wants to conserve its resources from the internal
accruals for growth & expansion of the activities of the Company, the
Board of Directors of your company does not re-commend any dividend for
the year ended 31st March 2012.
AUDITORS REPORT
The notes referred to by the Auditors in their report are
self-explanatory and do not call for further explanation.
DIRECTORS
Shri Mahesh Mehta retires from office by rotation and being eligible,
offers himself for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of the Companies Act, 1956 the Board of
Directors confirm that:
1. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed.
2. Reasonable and prudent accounting policies have been used in the
preparation of the financial statements, that they have been
consistently applied and that reasonable and prudent judgments and
estimates have been made so as to give a true and fair view of the
state of affairs of the Company at the end of financial year and of the
profits of the Company for that year.
3. Proper and sufficient care has been taken for 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; and
4. The Annual Accounts have been prepared on a going concern basis.
AUDITORS
M/s. N. R. Agrawal & Co, Chartered Accountants, Auditors of the company
who retire at the ensuing Annual General Meeting of the Company and
being eligible, have confirmed their willingness to be re-appointed at
the Annual General Meeting of the company. The Board recommends
appointment of M/s. N. R. Agrawal & Co., Chartered Accountants, as the
statutory auditors.
PARTICULARS OF EMPLOYEES
There are no employees receiving remuneration in excess of the amount
prescribed under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 relating to which a
statement of particulars is required to be annexed to this Report.
CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION FOREIGN
EXCHANGE EARNING & OUTGO
In terms of rule 2 of The Companies (Disclosure of particulars in the
report of Board of Directors Rules, 1988) the relevant particulars are
given in the Annexure to this report.
ACKNOWLEDGEMENTS
Your Directors express their appreciation and gratitude for the
perpetual support, co-operation and assistance received from the
company's customers, vendors, business associates, bankers and
Government authorities.
The Directors also wish to place on record their appreciation for the
devoted and dedicated services rendered by all the employees for the
sustained growth of the company.
The Directors also sincerely acknowledge the continued trust and
confidence reposed by the shareholders of the Company
For and on behalf of the Board,
Mahesh Mehta
Director
Place : Mumbai
Date : 31st July, 2012
Mar 31, 2010
Dear Shareholders,
The Directors have pleasure in presenting the 28th Annual Report of
your Company together with the Audited Accounts drawn for the year
ended 31st March, 2010.
FINANCIAL RESULTS (Rs. in Lacs)
Particulars Year Ended
31.03.2010 31.03.2009
Sales Turnover 5203 5796
(including Other Income)
Profit before Interest, 469 298
Depreciation
Interest, Depreciation & 101 83
Prior Year Exp.
Profit before Income Tax 368 215
Surplus brought forward 809 574
from the Previous Year
Deferred Income Tax (141) (75)
Proposed Dividend & Tax 51 -
Surplus carried to 935 809
Balance Sheet
EPS (Rs.) 2.93 2.45
REVIEW OF OPERATIONS
During the year under review, the paper industry has come back on a
resurgence path and your company was able to reap the benefit Despite
the persistent increase in the cost of raw material, coal, exchange
rate difference, your company had improved the level of performance
achieved during earlier years.
During the year under review your Company has recorded Net Profit of
Rs.368.00 Lacs. Though the sales turnover has shown some slight
decrease over the corresponding period ended 31st March 2009, the
profit margin has increased. to the growing export demand created by
companies like Wall Mart etc
As far as inorganic growth is concerned, company proposes to install a
power generation plant of 52 MW capacity in two phases. The total
outlay for this project is estimated to be of Rs.210.00 Crore. In the
first phase, it is proposed to install a 12 MW Power plant with a total
outlay of Rs.50.00 Crore and in the second phase 40 MW Power plant for
an estimated cost of Rs.160.00 Crore.
In addition, the Company proposes to enter into the manufacturing of
Sulphur based products such as Sulphur Di-Oxide (SO2) and Sulphur
Tri-Oxide (SO3). Being a refrigerating agent, Sulphur Di- Oxide (SO2)
has good demand particularly as a replacement of Freon gas, which is
hazardous to Ozone layer and the environment. Sulphur Tri-Oxide (SO3)
will be utilized to manufacture Linear Alkyl Benzene Sulphonic Acid
(LABSA), which is the main raw material for making all detergents.
The process of manufacturing SO2 and SO3 produces lot of heat, energy
and steam, which the company requires for its captive consumption. The
high pressure steam, which comes out of the process of manufacturing
Sulphur based products, can be utilized to generate power and then the
reduced pressure steam will be utilized to manufacture paper. This
will substantially reduce the manufacturing cost of paper.
CORPORATE GOVERNANCE
A separate section on Corporate Governance and a Certificate from the
Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under clause 49 of the Listing Agreement with
the Stock Exchanges, form part of the Annual Report.
DIVIDEND
The Board of Directors of your company were pleased to recommend a
Final Dividend of 5% for the year ended 31st March 2010.
AUDITORS REPORT
The notes referred to by the Auditors in their report are
self-explanatory and do not call for further explanation.
DIRECTORS
Shri Akhilesh K. Sharma retires from office by rotation and being
eligible, offers himself for re- appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of the Companies Act, 1956 the Board of
Directors confirm that:
1. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed.
2. Reasonable and prudent accounting policies have been used in the
preparation of the financial statements, that they have been
consistently applied and that reasonable and prudent judgments and
estimates have been made so as to give a true and fair view of the
state of affairs of the Company at the end of financial year and of the
profits of the Company for that year.
3. Proper and sufficient care has been taken for 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; and
4. The Annual Accounts have been prepared on a going concern basis.
AUDITORS
M/s. N. R. Agrawal & Co, Chartered Accountants, Auditors of the company
who retire at the ensuing Annual General Meeting of the Company and
being eligible, have confirmed their willingness to be re-appointed at
the ensuing Annual General Meeting of the company. The Board recommends
appointment of M/s. N. R. Agrawal & Co., Chartered Accountants, as the
statutory auditors.
PARTICULARS OF EMPLOYEES
There are no employees receiving remuneration in excess of the amount
prescribed under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 relating to which a
statement of particulars is required to be annexed to this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING
& OUTGO
In terms of rule 2 of The Companies (Disclosure of particulars in the
report of Board of Directors Rules, 1988) the relevant particulars are
given in the Annexure to this report
ACKNOWLEDGEMENTS
The Directors thank the company's customers, vendors, business
associates, bankers and Government authorities for their continued
support and co-operation to the company.
The Directors also take this opportunity to appreciate and value the
contribution made by every member of the RAMA family for the sustained
growth of the company.
The Directors also sincerely acknowledge the continued trust and
confidence reposed by the shareholders of the Company.
For and on behalf of the Board,
Mahesh Mehta
Director
Place : Mumbai
Date : 31st August, 2010