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Directors Report of Rama Pulp & Papers Ltd.

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

 
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