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Directors Report of Ruchira Papers Ltd.

Mar 31, 2015

Dear Members,

We are delighted to present report on our business and operations for the year ended 31st March, 2015.

FINANCIAL RESULTS:

The Company's financial performance for the year ended 31st March 2015 is summarized below:

(Rs. in Lacs)

Particulars 2014-15 2013-14

Net Sales 34656.06 32012.85

Other Revenue Receipts 136.05 179.80

Earning (Before Interest, 4047.49 5063.52

Depreciation & Taxes)

Less : Depreciation 957.91 1168.10

Finance Cost 1045.21 1353.92

Profit before Tax(PBT) 2044.37 2541.50

Less: Provision for Tax 761.13 1013.41

Net Profit after Tax 1283.24 1528.09

Add: Balance brought forward from 5306.71 4131.61 previous year

Balance Available in P&L Account 6589.95 5659.70

Less: Appropriations

Interim Dividend on Equity shares Nil Nil (Including Dividend Tax)

Proposed Dividend on Equity shares 349.76 314.79 (Including Dividend Tax)

Transfer to General Reserves 64.16 38.20

Balance Carried to P&L account 6176.02 5306.71

RESULTS OF OPERATIONS:

For the financial year ended 31st March 2015, Company has registered a growth of 8.22% in turnover and the turnover remained at Rs. 34656.06 Lacs against turnover of Rs. 32012.85 Lacs for F.Y 2013-14. The Profit before Tax (PBT) of the Company has fallen from Rs. 2541.50 Lacs in previous period to Rs. 2044.37 Lacs in the year under review.

DIVIDEND:

Based on the Company's performance, the directors are pleased to recommend for approval of the members, a dividend of Rs. 1.30/- per equity share for the financial year ended 31st March 2015,(Previous year- Rs. 1.20/- per share) amounting to Rs. 2,91,48,346.00 (exclusive of Dividend Tax of Rs. 58,27,959.00). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on Saturday, 19th September 2015; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) limited, as beneficial owners as on that date.

TRANSFER TO RESERVES:

The Company proposes to transfer Rs. 64,16,186/- to the General Reserves out of the amount available for appropriation.

EXPANSION:

The Company has taken steps to consolidate the production for achieving the economies of scale. However, the Company has not taken up any major expansion during the year under review.

CREDIT RATING:

During the year, Credit Rating of the Company has upgraded from CARE BB to CARE BBB-. Improvement in Credit Rating reflects the Company's financial discipline and prudence.

CHANGES IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the financial year ended 31st March 2015.

LISTING OF SHARES:

The shares of the Company are listed at "Bombay Stock Exchange Limited (BSE)" and "National Stock Exchange of India (NSE)"

DIRECTORS:

Mr. Vipin Gupta, Director retiring by rotation and being eligible, offered himself for re-appointment at the ensuing Annual General Meeting.

The term of office of Sh. Subhash Chander Garg, Sh. Umesh Chander Garg and Sh. Jatinder Singh shall expire on 31st August 2015. The Board of Directors on the recommendation of the Nomination and Remuneration committee, at their meeting held on 12th August 2015 has recommended their re-appointment for the further period of 5 years w.e.f 01st September 2015.

As per provisions of section 149(1) of the Companies Act, 2013 and amended clause 49 of the Listing Agreement, the Company should have at least one woman director. Hence Smt. Suhasini Yadav was appointed as Independent Director of the Company (not liable to retire by rotation) in the last AGM held on 25th September 2014 for the term of 5 consecutive years but shall be eligible for re-appointment on passing of the special resolution by the Company.

The Companies Act, 2013, inter alia, provides for appointment of independent directors. section 149(10) of the said Act, effective from 1st April, 2014, provide that independent directors shall hold office for a term of up to five consecutive years on the Board of a Company and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company. Section 149(11) of the said Act provides that no independent director shall be eligible for more than two consecutive terms of five years. Our independent directors were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The Board has been advised that independent directors so appointed would continue to serve their existing term as per the resolution pursuant to which they were appointed. In view of this, independent directors, namely, Mr. Dalbir Singh, Mr. Surinder Gupta, Col. Retd Avtar Singh Bajwa and Mr. Swatantar Kumar Dewan was appointed by the shareholders for a term of up to five consecutive years in the last AGM held on 25th September 2014 but shall be eligible for re-appointment on passing of the special resolution by the Company in compliance with the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the listing agreement.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

FIXED DEPOSITS:

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of Balance Sheet.

SUBSIDIARIES:

The Company has no Subsidiary as on 31st March 2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year 2014-15 as stipulated under Clause 49 of listing Agreement with Stock Exchanges, is presented in a separate section forming part of Annual Report.

CORPORATE GOVERNANCE:

Your Company continues to be committed to good Corporate Governance aligned with good practices. Your Company is in compliance with the standards set out by Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance along with Auditors' Certificate on compliance with the Corporate Governance as stipulated in Clause 49 is set out in this Annual Report and forms part of this report.

HUMAN RESOURCE MANAGEMENT:

Our Employees are most valuable assets of the Company. We encourage innovation, meritocracy and the pursuit of excellence. We have setup a scalable recruitment and human resources management process, which enables us to attract and retain employees. Cordial employee relations were maintained throughout the year in Company. The directors express their appreciation for the contribution made by employees to operations of the Company during the year.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company has constituted an independent Corporate Social Responsibility Committee pursuant to section 135 of the Companies Act, 2013.

COMPANY'S PHILOSOPHY:

The Company's CSR philosophy is based on the belief that a successful business can develop only by creating a prosperous society around. Reaching out deprived communities is part of the Company's vision and its CSR initiatives aim at supplementing government endeavors to help the citizens in the vicinity to achieve better living standards and good quality of life. The Company has been engaging with civil society, public at large through dissemination of its CSR initiatives.

The Company would also undertake other need based initiatives in compliance with Schedule VII of the Act.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company has adopted a Corporate Social Responsibility Policy as required under section 135 of the Companies Act, 2013 for the activities covered under Schedule VII of the Act. The CSR Policy may be accessed on the Company's website at the link: http://ruchirapapers.com/Website_Pages/ info.html.

The Annual Report on CSR activities is annexed herewith marked as Annexure I.

RISK MANAGEMENT:

During the year, your Directors have constituted a Risk management Committee pursuant to Section 134(3)(n) of the Companies Act, 2013 & Clause 49 of the listing agreement. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Annual Report.

The Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) overseeing that all the risks that the organization faces and there is an adequate risk management infrastructure in place capable of addressing those risks.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

EMPLOYEE STOCK OPTION SCHEME:

At present, the Company is not having any Employee Stock Option Scheme.

INSURANCE:

The assets of Company are adequately insured against loss of fire, riot, earthquake, flood etc. and other risks which are considered necessary by the Management.

AUDITORS:

M/S Subhash Sajal & Associates, (ICAI Reg. No. 018178N), Chartered Accountants, were appointed as Statutory Auditors of your Company at the last Annual General Meeting held on 25th September 2014 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

AUDITORS' REPORT:

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remarks or disclaimer given by the Auditors in their Report.

COST-AUDIT:

The Company has re-appointed M/s Sanjay Kumar Garg & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2015-16. The appointment of the Cost Auditor has been intimated to the Central Govt.

The Cost Audit Report for the Financial Year 2013-14 was filed by the Cost Auditors with the Ministry of Corporate Affairs, Govt. of India. Whereas Cost Audit Report for the Financial Year 2014-15 will be submitted by Cost-Auditors with Ministry of Corporate Affairs in due course.

SECRETARIAL AUDITOR:

The Board has appointed Mr. R.K. Bhalla, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure II to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INVESTOR EDUCATION AND PROTECTION FUND:

During the year, the Company was not required to transfer any amount to the Investor Education and Protection Fund.

Pursuant to provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded details of unpaid and unclaimed amounts lying as on 25.09.2014 (date of last Annual General Meeting) on website of the Company, as also with Ministry of Corporate Affairs.

DISCLOSURES:

CSR Committee

The CSR Committee comprises Sh. Surinder Gupta (Chairman), Sh. Umesh Chander Garg, Sh. Subhash Chander Garg, Sh. Jatinder Singh and Sh. Vipin Gupta as members.

Audit Committee

The Audit Committee comprises directors namely Sh. Dalbir Singh (Chairman), Sh. Surinder Gupta, Sh. Avtar Singh Bajwa and Sh. Jatinder Singh as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises directors namely Sh. Dalbir Singh (Chairman), Sh. Surinder Gupta and Sh. Avtar Singh Bajwa as other members.

The Company's Policy relating to appointment of Directors, payment of Managerial Remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished as Annexure III and forms part of this Report.

Whistle Blower Policy/Vigil Mechanism

The Company has a Vigil Mechanism and Whistle Blower Policy under which the employees are free to report violations of applicable laws and regulations and the code of conduct. The reportable matters may be disclosed to the Vigilance and Ethics Officer, which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on Company's website at the link http://www.ruchirapapers.com/Website_Pages/ info.html

Meetings of the Board

Four meetings of the Board of Directors were held during the year. For the further details, please refer report on Corporate Governance of this Annual Report.

Further a separate meeting of the Independent Directors of the Company was also held on 13th March 2015, whereat the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and clause 49 of the Listing Agreement were discussed.

Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo

A statement giving details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed under the Act, are provided in Annexure IV to this Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as annexure V to this Report.

CONTRACTS AND Agreement WITH RELATED PARTIES:

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub- section (1) of Section 188 of the Companies Act, 2013 are disclosed in Form No. AOC-2 in Annexure VI and were at arm's length price.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the Link: http://ruchirapapers.com/Website_Pages/info.html

PARTICULAR OF EMPLOYEES:

Number of Employees as on March 31, 2015 was 953.

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, in respect of the employees of the Company, will be provided upon request. Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating particulars of Loans given, Investment made, Guarantee given and Securities provided.

b) Details relating to deposits covered under Chapter V of the Act.

c) Issue of equity shares with differential rights as to dividend, voting or otherwise.

d) No significant or material orders were passed by the Regulators or Courts of Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there was no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Statement of the Directors' Responsibility on Annual Accounts of the Company referred to in clause (c) of sub- section (3) of Section 134 of the Companies Act, 2013 shall state that-

a. that in preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent , so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profits and loss of the Company for that period;

c. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the directors had prepared Annual Accounts on a going concern basis; and

e. the directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENT:

Your Directors wish to express their grateful appreciation for the cooperation and continued support received from Bankers, Financial Institutions, Government agencies, Shareholders, Vendors, Customers and Society at large. Your directors also take on record, their appreciation for contribution and hard work of Executives, Employees and Workers.

FOR AND ON BEHALF OF THE BOARD

PLACE: KALA-AMB SUBHASH CHANDER GARG

DATE: 12.08.2015 (CHAIRMAN)


Mar 31, 2014

Dear Members,

We are delighted to present report on our business and operations for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The Company''s financial performance for the year ended 31st March 2014 is summarized below:

(Rs. in Lacs)

Particulars 2013-14 2012-13

Net Sales 32012.85 29741.29

Other Revenue Receipts 179.80 174.00

Earning (Before Interest, 5063.52 5262.33 Depreciation & Taxes)

Less : Depreciation 1168.10 1099.18

Finance Cost 1353.92 1692.96

Profit before Tax(PBT) 2541.50 2470.19

Less: Provision for Tax 1013.41 825.61

Net Profit after Tax 1528.09 1644.58

Balance brought forward from 4131.61 2747.62 previous year

Balance Available in P & L 5659.70 4392.20 Account

Appropriations

Interim Dividend on Equity shares Nil 260.59 (Including Dividend Tax)

Proposed Dividend on Equity shares 314.79 Nil (Including Dividend Tax)

Transfer to General Reserves 38.20 Nil

Balance Carried to P&L account 5306.71 4131.61

RESULTS OF OPERATIONS

For the financial year ended 31st March 2014, company has recorded a strong revenue and profits before tax. The Company has taken in house measures to increase efficiency for achieving the economies of scale. During the year, Sales of the Company was Rs. 32012.85 Lacs and registered a growth of 7.64 % over the sales during previous financial year of Rs. 29741.29. The Profit before Tax (PBT) of the Company has grown from Rs. 2470.19 Lacs in previous period to Rs. 2541.50 Lacs in the year and registered a growth of 2.89% under review.

DIVIDEND:

Based on the Company''s performance, the directors are pleased to recommend for approval of the members, a dividend of Rs. 1.20/- per equity share for the financial year ended 31st March 2014, amounting to Rs. 2,69,06,165.00 (exclusive of Dividend Tax of Rs. 45,72,703.00). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on 12th September 2014; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) limited, as beneficial owners as on that date.

TRANSFER TO RESERVES:

The Company proposes to transfer Rs. 38,20,232.00 to the General Reserves out of the amount available for appropriation.

EXPANSION:

The Company has been taking steps to consolidate the production for achieving the economies of scale. Accordingly, the Company has not taken up any major expansion during the year under review.

CREDIT RATING:

During the year, Credit Rating of the Company has upgraded from CARE B to CARE BB . Improvement in Credit Rating reflects the Company''s financial discipline and prudence.

LISTING OF SHARES:

The shares of the Company are listed at "Bombay Stock Exchange Limited (BSE)" and "National Stock Exchange of India (NSE)"

DIRECTORS:

During the Year, there is no change in the directorship of the Company.

Mr. Subhash Chander Garg, Director retiring by rotation and being eligible, offered himself for re-appointment at the ensuing Annual General Meeting.

As per provisions of Section 149(1) of the Companies Act, 2013 and amended clause 49 of the Listing Agreement, the Company should have at least one woman director.

Keeping in view of the above legal requirements, the Board of Directors have proposed that Smt. Suhasini Yadav be appointed as a Director of the Company. A brief resume of Smt. Suhasini Yadav is explained under the section "Information pursuant to clause 49 of the Listing Agreement regarding appointment or re-appointment of the director at the forthcoming Annual General Meeting" at the end of the notice.

The Companies Act, 2013 inter alia provides for appointment of independent directors. Section 149(10) of the said Act, effective from 1st April, 2014, provide that independent directors shall hold office for a term of up to five consecutive years on the Board of a company and shall be eligible for re- appointment on passing a special resolution by the shareholders of the Company. Section 149(11) of the said Act provides that no independent director shall be eligible for more than two consecutive terms of five years. It is also clarified that existing tenure of an independent director shall not be counted for the above purpose. Section 149(13) states that the provisions of retirement by rotation as provided in Section 152(6) and (7) of the said Act shall not apply to such independent directors. Our independent directors were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The Board has been advised that independent directors so appointed would continue to serve their existing term as per the resolution pursuant to which they were appointed. In view of this, independent directors, namely, Mr. Dalbir Singh, Mr. Surinder Gupta, Col. Retd Avtar Singh Bajwa and Mr. Swatantar Kumar Dewan will complete their present term, at the ensuing AGM, and being eligible and seeking re-appointment, be considered by the shareholders for re-appointment for a term of up to five consecutive years.

FIXED DEPOSITS:

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on date of Balance Sheet.

SUBSIDIARIES:

The Company has no Subsidiary as on 31st March 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year 2013-14 as stipulated under Clause 49 of listing Agreement with Stock Exchanges, is presented in a separate section forming part of Annual Report.

CORPORATE GOVERNANCE:

Your Company continues to be committed to good Corporate Governance aligned with good practices. Your Company is in compliance with the standards set out by Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance along with Auditors'' Certificate on compliance with the Corporate Governance as stipulated in Clause 49 is set out in this Annual Report and forms part of this report.

HUMAN RESOURCE MANAGEMENT:

Our Employees are most valuable assets of the Company. We encourage innovation, meritocracy and the pursuit of excellence. We have setup a scalable recruitment and human resources management process, which enables us to attract and retain employees. Cordial employee relations were maintained throughout the year in Company. The directors express their appreciation for contribution made by employees to operations of the Company during the year.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company has constituted an independent Corporate Social Responsibility Committee pursuant to Section 135 of the Companies Act, 2013.

COMPANY''S PHILOSOPHY:

The Company''s CSR philosophy is based on the belief that a successful business can develop only by creating a prosperous society around. Reaching out deprived communities is part of the Company''s vision and its CSR initiatives aim at supplementing government endeavors to help the citizens in the vicinity to achieve better living standards and good quality of life. The Company has been engaging with civil society, public at large through dissemination of its CSR initiatives.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company has adopted a Corporate Social Responsibility Policy as required under Section 135 of the Companies Act, 2013 for the activities covered under Schedule VII of the Act. A Copy of the Policy is also available on website of the Company.

INSURANCE:

The assets of Company are adequately insured against loss of fire, riot, earthquake, flood etc. and other risks which are considered necessary by the Management.

AUDITORS:

M/S Subhash Sajal & Associates, (ICAI Reg. No. 018178N), Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting and are eligible for re- appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules framed there under, it is proposed to appoint M/S Subhash Sajal & Associates as Statutory Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of 38th Annual General Meeting to be held in the year 2018, subject to ratification of their appointment and revision in remuneration at every AGM.

The Company has received letter from them to the effect that their appointment, if made, would be with in the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for appointment.

AUDITORS'' REPORT:

The observations of the auditors (if any) in their report read with relevant notes are self-explanatory and require no further comments.

COST-AUDIT:

The Company has re-appointed M/s Sanjay Kumar Garg & Co, Cost Accountants as Cost Auditors of Company for the financial year 2014-15. The approval of the Central Govt. in this regard has taken by the Company.

The Cost Audit Report for the Financial Year 2012-13 was filed by the Cost Auditors with the Ministry of Corporate Affairs, Govt. of India. Whereas Cost Audit Report for the Financial Year 2013-14 will be submitted by Cost-Auditors with Ministry of Corporate Affairs in due course.

INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to provisions of Section 205A(5) and 205C of the Companies Act, 1956, The Company has transferred the amount of Rs. 25553.00, which remained unclaimed for a period of seven years as Share Application money pending allotment to the Investor Education and Protection Fund on due date.

Pursuant to provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded details of unpaid and unclaimed amounts lying as on 11.09.2013 (date of last Annual General Meeting) on website of the Company, as also with Ministry of Corporate Affairs.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A statement giving details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, in accordance with Section 217 (e) of the Companies Act, 1956, read with Companies ( Disclosure of Particulars in the Report of Board of Directors ) Rules, 1988 , is set out in Annexure -1 hereto and forms part of this report.

PARTICULAR OF EMPLOYEES:

As required under provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in annexure included in this report. However, as per provisions of section 219(1)(b)(iv) of the said Act, annual report is being sent to all the shareholders of the company excluding the aforesaid information and the said particulars are made available at the Registered Office of the Company. This statement shall be made available for inspection by any member during working hours for period of 21 days before the date of Annual General Meeting. The members interested in obtaining such particulars may write to Company Secretary at registered office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

The Statement of the Directors'' Responsibility on Annual Accounts of the Company for the year ended March 31, 2014 is given as follow:-

a. that in preparation of annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 had been followed along with proper explanation relating to material departures from the same;

b. that directors had selected such accounting policies and applied them consistently and made judgements and estimates 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 profits of the Company for the year ended as on that date;

c. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of this Act for safeguarding assets of the company and for preventing and detecting fraud and other irregularities;

d. that the directors had prepared Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors wish to express their grateful appreciation for the cooperation and continued support received from Bankers, Financial Institutions, Government agencies, Shareholders, vendors, customers and society at large. Your directors also take on record, their appreciation for contribution and hard work of Executives, Employees and Workers.

FOR AND ON BEHALF OF THE BOARD

PLACE: KALA-AMB JATINDER SINGH DATE: 04.08.2014 (CHAIRMAN)


Mar 31, 2013

Dear Members,

The are delighted to present Directors'' report on our business and operations for the year ended 31st March, 2013.

RESULTS OF OPERATIONS:

The summarized Financial Results of Company for the year 2012-13 & 2011-12 are as follow:

(Rs. in Lacs)

Particulars 2012-13 2011-12

Sales 29779.40 28464.62

Other Revenue Receipts 174.00 146.91

Profit (Before Interest, 5262.34 4137.36

Depreciation & Taxes)

Less : Depreciation 1099.18 1065.48

Interest 1692.96 1931.69

Profit/(Loss) before Tax 2470.20 1140.19

Less: Provision for Tax 825.62 381.84

Net Profit /(Loss)after Tax 1644.58 758.35

Less: Interim Dividend 260.59 Nil (Including Dividend Tax)

Transfer to / Adjustment 1383.99 758.35 from Reserve

F.Y 2012-13 proved to be a challenging year amidst global economic uncertainties and disturbances in many parts of the World. Among the Asian economies, China was going through a political transition, experienced considerably slow growth. Even in this environment, your Company recorded industry leading financial performance. The Company has taken in-house measures to increase efficiency for achieving the economies of scale. The Company was able to increase its capacity utilization in Writing & Printing Paper unit during the F.Y 2012-13. Sales of the Company registered a growth of 4.62 % over previous financial year. The sales was Rs. 29779.40 Lacs compared to Rs. 28464.62 Lacs in the

corresponding previous year. The Profit before Tax (PBT) of the Company has grown from Rs. 1140.19 Lacs in previous period to Rs. 2470.20 Lacs in the year and registered a growth of 116.64% under review. The Company has also added value products in Writing & Printing Paper.

DIVIDEND:

The Board of Directors of the Company at their meeting held on 22nd March 2013 had declared and paid an Interim Dividend at Rs. 1(One) per equity share of Rs. 10 each to the shareholders whose names appeared in the Register of Members on 30th March 2013 for the F.Y 2012-13. The Board did not recommend any further dividend; hence Interim Dividend already paid shall be treated as Final Dividend.

EXPANSION:

The Company has been taking steps to consolidate the production for achieving the economies of scale. Accordingly, the Company has not taken up any major expansion during the year under review.

CREDIT RATING:

During the year, Credit Rating of the Company has upgraded from CARE D to CARE B . Improvement in Credit Rating reflects the Company''s financial discipline and prudence.

LISTING OF SHARES:

The shares of the Company are listed at "Bombay Stock Exchange Limited (BSE)" and "National Stock Exchange of India (NSE)"

DIRECTORS:

During the Year, there is no change in the directorship of the Company.

Mr. Swantantar Kumar Dewan and Col(Retd) Avtar Singh Bajwa, Directors retiring by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

FIXED DEPOSITS:

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on date of Balance Sheet.

SUBSIDIARIES:

The Company has no Subsidiary as on 31st March 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year 2012-13 as stipulated under Clause 49 of listing Agreement with Stock Exchanges, is presented in a separate section forming part of Annual Report.

CORPORATE GOVERNANCE:

Your Company continues to be committed to good Corporate Governance aligned with good practices. Your Company is in compliance with the standards set out by Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance along with Auditors'' Certificate on compliance with the Corporate Governance as stipulated in Clause 49 is set out in this Annual Report and forms part of this report.

HUMAN RESOURCE MANAGEMENT:

Our Employees are most valuable assets of the Company. We encourage innovation, meritocracy and the pursuit of excellence. We have setup a scalable recruitment and human resources management process, which enables us to attract and retain employees. Cordial employee relations were maintained throughout the year in Company. The directors express their appreciation for contribution made by employees to operations of the Company during the year.

CORPORATE SOCIAL RESPONSIBILITY:

COMPANY''S PHILOSOPHY:

The Company''s CSR philosophy is based on believe that a successful business can develop only by creating a prosperous society around. Reaching out deprived communities is part of the Company''s vision and its CSR initiatives aim at supplementing government endeavors to help the citizens in the vicinity achieve better living standards and good quality of life. The Company has been engaging with civil society, public at large through dissemination of its CSR initiatives.

RESPECT FOR WORKERS RIGHT AND WELFARE:

Ruchira Papers is an equal opportunity employer and each individual is assessed based on his merit irrespective of gender, nationality and caste. Policies are framed considering well being of employees at all levels without providing any undue advantage to an individual or group. Ruchira Papers does not solicit child labour at any of its establishments. Safety and hygiene of employees at workplace is given due importance and priority.

RESPECT FOR ENVIRONMENT:

Ruchira Papers has long believed that it has a moral responsibility to ensure environment friendly practices even if there are no external regulations and controls. The Company has been taking up initiatives towards promoting green cover, ever since our inception, both within the factory premises and helping others to do this. In addressing issues of environmental care and climate change the Company has taken a holistic perspective. It covers a spectrum of activities: enhancing green belts, discharge elimination, leakage elimination, air emission reduction, discharge of effluent, adoption of clean processes, energy conservation, optimization of fuels and oils, recycling, recovery and reuse, process waste reduction, and resource conservation. These efforts have led to significant saving in natural resources particularly water and energy. By adopting modern technology and process innovations, Company has been able to reduce the need for supplies of fresh water and also reduce discharge from the plant. By treating the outflows, water is being reused for the plant processes themselves or for irrigation purposes. Through continuous efforts, the Company has been able to bring down its energy use per ton of paper produced. Waste materials like fly ash have also been utilized in making products that can be used by the society at large.

RESPECT FOR HUMAN RIGHTS:

All care and precautions are taken to avoid any cases of complicity with human rights abuses in workplaces and operational areas.

INSURANCE:

The assets of Company are adequately insured against loss of fire, riot, earthquake, flood etc. and other risks which are considered necessary by the Management.

AUDITORS:

M/s J.L. Garg & Co., Chartered Accountants (Firm Reg. No. 004730N), New Delhi, retiring auditors have vide their letter dated 15th July 2013 intimated that they are not offering themselves for re-appointment as Statutory Auditors of the Company at ensuing Annual General Meeting. The Board of Directors of the Company wishes to place on record its sincere appreciation of services rendered by M/S J.L. Garg & Co.

M/S Subhash Sajal & Associates, (ICAI Reg. No. 018178N), Chartered Accountants, Jagadhri have given their consent to be appointed as Statutory Auditors of the Company. We have received their willingness to the appointment and have further confirmed their eligibility under Section 224(1B) that they do not suffer any disqualification within meaning of Section 226 of the said Act.

AUDITORS'' REPORT:

The observations of the auditors (if any) in their report read with relevant notes are self-explanatory and require no further comments.

COST-AUDIT:

To comply with provisions of Section 233B of the Companies Act, 1956, the Board of Directors, has re-appointed M/s Sanjay Kumar Garg & Associates, Cost Accountants as Cost Auditors of Company for the financial year 2013-14. The approval of the Central Govt. in this regard has taken by the Company.

The Cost Audit Report for the Financial Year 2011-12 were filed by the Cost Auditors with the Ministry of Corporate Affairs, Govt. of India. Whereas Cost Audit Report for the Financial Year 2012-13 will be submitted by Cost-Auditors with Ministry of Corporate Affairs in due course.

INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded details of unpaid and unclaimed amounts lying as on 25.09.2012 (date of last Annual General Meeting) on website of the Company, as also with Ministry of Corporate Affairs.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A statement giving details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, in accordance with Section 217 (e) of the Companies Act, 1956, read with Companies ( Disclosure of Particulars in the Report of Board of Directors ) Rules, 1988 , is set out in Annexure -1 hereto and forms part of this report.

PARTICULAR OF EMPLOYEES:

As required under provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in annexure included in this report. However, as per provisions of section 219(1)(b)(iv) of the said Act, annual report is being sent to All the shareholders of the company excluding the aforesaid information and the said particulars are made available at the Registered Office of the Company. This statement shall be made available for inspection by any member during working hours for period of 21 days before the date of Annual General Meeting. The members interested in obtaining such particulars may write to Company Secretary at registered office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

The Statement of the Directors'' Responsibility on Annual Accounts of the Company for the year ended March 31, 2013 is given as follow:- a. that in preparation of annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 had been followed along with proper explanation relating to material departures from the same;

b. that directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent , so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of profits of the Company for the year ended as on that date;

c. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of this Act for safeguarding assets of the company and for preventing and detecting fraud and other irregularities;

d. that the directors had prepared Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors wish to express their grateful appreciation for the cooperation and continued support received from Bankers, Financial Institutions, Government agencies, Shareholders, vendors, customers and society at large. Your directors also take on record, their appreciation for contribution and hard work of Executives, Employees and Workers.

FOR AND ON BEHALF OF THE BOARD

PLACE: KALA-AMB JATINDER SINGH

DATE: 22.07.2013 (CHAIRMAN)


Mar 31, 2012

Dear Members,

We are delighted to present the report on our business and operations for the year ended 31st March, 2012.

RESULTS OF OUR OPERATIONS:

The summarized financial results of the company for the year 2011-12 are as follows:

Rs. in Lacs

Particulars 2011-12 2010-117

Sales 28464.62 25434.46

Other Revenue Receipts 146.91 127.03

Profit (Before Interest, 4137.36 3389.04 Depreciation & Taxes)

Less : Depreciation 1065.48 1060.86

Interest 1931.69 1740.82

Profit/(Loss) before Tax 1140.19 587.36

Less: Provision for Tax 381.84 199.65

Net Profit /(Loss)after 758.35 387.71 Tax

Transfer to / 758.35 387.71 Adjustment from Reserve

During the financial year 2011-12, the volatility in the macroeconomic environment continued to cast its shadow and most of the markets where Company operates in, were impacted. Even in this environment, the Company recorded industry leading financial performance. The Company has taken in-house measures to increase the efficiency for achieving the economies of scale. The Company was able to increase its capacity utilization during the F.Y 2011-12. Sales of the Company registered a growth of 11.91 % over the previous financial year at Rs. 28464.62 Lacs compared to Rs. 25434.46 Lacs in the corresponding previous year. The Profit before Tax (PBT) of the Company has grown from Rs. 587.36 Lacs in previous period to Rs. 1140.19 Lacs in the year under review. The company has added value products in Writing & Printing Paper.

Dividend:

In order to conserve the resources and strengthen the financial base of the company and funds

requirement for the smooth working of both units and further growth, your directors do not recommend any dividend for the year ended 31st March, 2012.

EXPANSION:

The Company has been taking steps to consolidate the production for achieving the economies of scale. Accordingly, the Company has not taken up any major expansion during the year under review.

LISTING OF SHARES:

The shares of the Company are listed at "Bombay Stock Exchange Limited (BSE)" and "National Stock Exchange of India (NSE)"

DIRECTORS:

During the Year, Mr. Vipin Gupta had been appointed as Additional Director on 31.10.2011 and designated as Whole Time Director of the Company. As per the provisions of Section 260 of the Act, Mr. Gupta can hold office only up to the date of the forthcoming Annual General Meeting (AGM) of the Company and is eligible for appointment as Director. The Company has received notice under Section 257 of the Act, in respect of his appointment as a Director of the Company. Resolution seeking approval of the members for the appointment of Mr. Vipin Gupta as Director of the Company has been incorporated in the Notice of the forthcoming AGM along with brief detail about him.

Shri Surinder Gupta and Sh. Dalbir Singh, Directors retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

FIXED deposits:

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Management discussion and analysis report:

Management Discussion and Analysis Report for the year as stipulated under Clause 49 of the Listing

Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

Your Company continues to be committed to good Corporate Governance aligned with good practices. Your Company is in compliance with the standards set out by Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance along with the Auditors' Certificate on compliance with the Corporate Governance as stipulated in Clause 49 is set out in this Annual Report and forms part of this report.

Human resource management:

Our Employees are the most valuable assets of the Company. We encourage innovation, meritocracy and the pursuit of excellence. We have setup a scalable recruitment and human resources management process, which enables us to attract and retain employees. Cordial employee relations were maintained throughout the year in the Company. The directors express their appreciation for the contribution made by the employees to the operations of the Company during the year.

CORPORATE SOCIAL RESPONSIBILITY:

COMPANY'S PHILOSOPHY:

The Company's CSR philosophy is based on the believe that a successful business can developed only by creating a prosperous society around. Reaching out deprived communities is part of the Company's vision and its CSR initiatives aim at supplementing the government endeavors to help the citizens in the vicinity achieve better living standards and good quality of life. The Company has been engaging with civil society, public at large through dissemination of its CSR initiatives.

RESPECT FOR WORKERS RIGHT AND WELFARE:

Ruchira Papers is an equal opportunity employer and each individual is assessed based on his merit irrespective of gender, nationality and caste. Policies are framed considering well being of employees at all levels without providing any undue advantage to an individual or group. Ruchira Papers does not solicit child labour at any of its establishments.

Safety and hygiene of employees at workplace is given due importance and priority.

RESPECT FOR ENVIRONMENT:

Ruchira Papers has long believed that it has a moral responsibility to ensure environment friendly practices even if there are no external regulations and controls. The Company has been taking up initiatives towards promoting green cover, ever since our inception, both within the factory premises and helping others to do this. In addressing issues of environmental care and climate change the Company has taken a holistic perspective. It covers a spectrum of activities: enhancing green belts, discharge elimination, leakage elimination, air emission reduction, discharge of effluent, adoption of clean processes, energy conservation, optimization of fuels and oils, recycling, recovery and reuse, process waste reduction, and resource conservation. These efforts have led to significant saving in natural resources particularly water and energy. By adopting modern technology and process innovations, Company has been able to reduce the need for supplies of fresh water and also reduce discharge from the plant. By treating the outflows, water is being reused for the plant processes themselves or for irrigation purposes. Through continuous efforts, the Company has been able to bring down its energy use per ton of paper produced. Waste materials like fly ash have also been utilized in making products that can be used by the society at large.

RESPECT FOR HUMAN RIGHTS:

All care and precautions are taken to avoid any cases of complicity with human rights abuses in workplaces and operational areas.

INSURANCE:

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, flood etc. and other risks which are considered necessary by the Management.

AUDITORS:

M/s J.L. Garg & Co., Chartered Accountants (Firm Reg No. 004730N), Jagdhari, Statutory Auditors of the Company, retire at the conclusion of ensuing Annual General Meeting. They have signified their

willingness to accept re-appointment and have further confirmed their eligibility under Section 224(1 B) and that they do not suffer any disqualification within the meaning of Section 226 of the said Act.

The Company's Statutory Auditors have informed the Company that they have undergone the process of Peer Review as advised by Peer review Board of the ICAI.

AUDITORS' REPORT:

The observations of the auditors (if any) in their report read with relevant notes are self-explanatory and require no further comments.

COST-AUDIT:

To comply with the provisions of Section 233B of the Companies Act, 1956, the Board of Directors, after receipt of approval from the Central Government, has re-appointed M/s Sanjay Kumar Garg & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2012-13.

The Cost Audit Report for the Financial Year 2010-11 were filed by the Cost Auditors with the Ministry of Corporate Affairs, Govt. of India. Cost Audit Report for the Financial Year 2011-12 will be submitted by the Cost-Auditors in due course.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A statement giving details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo, in accordance with Section 217 (e) of the Companies Act, 1956, read with Companies ( Disclosure of Particulars in the Report of Board of Directors ) Rules, 1988 , is set out in Annexure -1 hereto and forms part of this Report.

PARTICULAR OF EMPLOYEES:

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in annexure included in this report. However, as per the provisions of section 219(1)(b)(iv) of the said Act, the annual report is

being sent to all the shareholders of the company excluding the aforesaid information and the said particulars are made available at the Registered Office of the Company. This statement shall be made available for inspection by any member during working hours for period of 21 days before the date of Annual General Meeting. The members interested in obtaining such particulars may write to Company Secretary at the registered office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

The Statement of the Directors' Responsibility on the Annual Accounts of the Company for the year ended March 31, 2012 is given as follows :-

a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent , so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended as on that date;

c. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. that the directors had prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors wish to express their grateful appreciation for the cooperation and continued support received from Bankers, Financial Institutions, Government agencies, Shareholders, vendors, customers and society at large. Your directors also take on record, their appreciation for the contribution and hard work of the Executives, Employees and Workers.

For and on behalf of the Board

Place: Kala-Amb Subhash

Chander Garg

Date: 11.08.2012 Chairman


Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the 31st Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2011.

Financial Results

The summarized financial results of the company for the year 2010-11 are as follows:

Rs. in Lacs

Particulars 2010-2011 2009-2010

Sales 25434.46 19970.08

Other Revenue Receipts 127.14 79.35

Profit (Before Interest, 3389.04 1937.00 Depreciation & Taxes)

Less : Depreciation 1060.86 1029.00 Interest 1740.82 1599.56

Profit/(Loss) before Tax 587.36 (691.56)

Less: Provision for Tax 199.65 (260.50)

Net Profit /(Loss)after Tax 387.71 (431.060

Transfer to/Adjustment 387.71 (431.06) from Reserve

RESULT OF OPERATIONS

The Company has taken in-house measures to increase the efficiency for achieving the economies of scale. The Company was able to increase capacity utilization from 87.40% in the previous year to 99.50% during the period under review. Sales Turnover of the Company registered a growth of 27.36% over the previous financial year at Rs. 25434.46 Lacs compared to Rs. 19970.08 Lacs in corresponding previous year. The operating profit (EBIDTA) of the Company increased by 74.96% and grew from Rs.1937.00 Lacs in previous period to Rs. 3389.04 Lacs in the year under review. The company has added value products in Writing & Printing Paper unit.

DIVIDEND

In order to conserve the resources to strengthen the financial base of the company and to meet the increased funds requirement for the smooth operations of the Company for further growth, Your directors do not recommend any dividend for the year ended 31st March, 2011.

EXPANSION

The Company has been taking steps to consolidate the production for achieving the economies of scale. Accordingly, the Company has not taken up any major expansion during the year under review.

LISTING OF SHARES

The shares of the Company are listed at "Bombay Stock Exchange Limited (BSE)" and "National Stock Exchange of India (NSE)"

DIRECTORS

In accordance with the provisions of Section 255 of the Companies Act, 1956 and the Articles of Association of the Company, Col(Retd) Avtar singh Bajwa and Shri Swatantar Kumar Dewan , Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. As the term of the office of Shri Jaleshwar Narain Singh, Executive Director was ending on 11.02.2011,The Board of Directors in their meeting held on 31st January, 2011 had recommended the re-appointment of Shri Jaleshwar Narain Singh, Executive Director of the Company for further two years with effect from 11.02. 2011, subject to the members approval, but owing to his own commitments Shri Jaleshwar Narain Singh has expressed his unwillingness to serve with your Company further anymore and the Board of Directors in their meeting held on 29th July, 2011 accepted his resignation w.e.f 09.06.2011. The Board appreciated his contribution towards the development of the Company.

FIXED DEPOSITS

The Company has not invited or accepted Fixed Deposits from the Public or elsewhere.

MANAGEMENT DISCUSSION AND ANALYSIS

Report for the year as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company believes that Corporate Governance is a way of business than legal compulsion. The Company is committed to the application of best management practices, compliance with law, adherence to ethical standards and discharge of social responsibilities. Your company fully conforms to the standards set out by the Securities and Exchange Board of India and other regulatory authorities and has implemented and complied with its entire major stipulations. The requisite certificates issued by Practicing Company Secretary confirming compliances as required under listing agreements are submitted to NSE & BSE quarterly & half yearly.

A Report on Corporate Governance as required under clause 49 of the Listing Agreement with the Stock Exchanges, is annexed and forms an integral part of this report. An Auditors' Certificate on Corporate Governance is also annexed within this Annual Report.

AUDITORS

M/s J.L. Garg & Co., Chartered Accountants (Firm Reg No. 004730N), Delhi-Jagadhri, Statutory Auditors of the Company, retire at the conclusion of ensuing Annual General Meeting. They have signified their willingness to accept re-appointment and have further confirmed their eligibility under Section 224(1 B) and that they do not suffer any disqualification within the meaning of Section 226 of the said Act.

The Company's Statutory Auditors have informed the Company that they have undergone the process of Peer Review as advised by Peer review Board of the ICAI.

AUDITORS' REPORT

The observations of the auditors in their report read with relevant notes are self-explanatory and require no further comments.

COST-AUDIT

To comply with the provisions of Section 233 B of the Companies Act, 1956, the Board of Directors, after receipt of approval from the Central Government, has re-appointed M/s Sanjay Kumar Garg & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2011-12.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo, in accordance with Section 217 (e) of the Companies Act, 1956, read with Companies ( Disclosure of Particulars in the Report of Board of Directors ) Rules, 1988 , is set out in Annexure -1 hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES

Cordial employee relations were maintained throughout the year in the Company. The Directors express their appreciation for the contribution made by the employees to the operations of the Company during the year. As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in annexure included in this report. However, as per the provisions of section 219(b)(iv) of the said Act, the report and accounts are being sent to all the members of the Company excluding the aforesaid information. This statement shall be made available for inspection by any member during working hours for period of 21 days before the date of Annual General Meeting. Any member interested in obtaining such particulars may write to Company Secretary at the registered office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217 ( 2AA) OF THE COMPANIES ACT, 1956

The Statement of the Directors' Responsibility on the Annual Accounts of the Company for the year ended March 31, 2011 is given as follows :-

a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent , so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended as on that date;

c. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. that the directors had prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your directors wish to express their grateful appreciation for the cooperation and continued support received from Bankers, Financial Institutions, Government agencies, Shareholders, vendors, customers and society at large. Your directors also take on record, their appreciation for the contribution and hard work of the Executives, Employees and Workers.

For and on behalf of the Board

Subhash Chander Garg Chairman

Place: Kala-Amb Dated: 29th July, 2011


Mar 31, 2010

The Directors are pleased to present the 30th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The operating and financial results are as follows:

Rs. in Lacs

Particulars 2009-10 2008-2009

Sales 19970.80 16117.70

Other Revenue Receipts 79.35 152.23

Profit (Before Interest, Depreciation & Taxes) 1937.00 1595.43

Less : Depreciation 1029.00 686.37

Interest 1599.56 1105.84

Profit/(Loss) before Tax (691.56) (196.78) Less: Provision for Tax (260.50) (37.34)

Net Profit /(Loss)after Tax (431.06) (159.44)

Transfer to / Adjustment from Reserve (431.06) (159.44)

RESULT OF OPERATIONS

Sales of the Company registered a growth of 23.90% over the previous financial year at Rs. 19970.80 Lacs compared to Rs. 16117.70 Lacs in corresponding previous year. Though the operating profit (EBIDT) of the Company grew from Rs.1595.43 Lacs in previous period to Rs. 1937.00 Lacs in the year under review, but due to steep increase in the prices of raw materials especially Agriculture Residues without commensurate increase in selling prices of finished goods coupled with higher Depreciation and Interest, (being in only in second year of operation of W&P Machinery), adversely affected the profitability of the Company during Financial Year 2009-10.

DIVIDEND

In order to conserve the resources and strengthen the financial base of the company and funds requirement for the smooth working of both units, to tide over the recessionary phase, your directors do not recommend any dividend for the year ended 31st March, 2010.

EXPANSION

The Company has taken steps to consolidate the production and to achieve economy of scales, accordingly the Company has not taken up any major expansion during the year .

LISTING OF SHARES

The shares of the Company are listed at "Bombay Stock Exchange Limited (BSE)" and "National Stock Exchange of India (NSE)"

DIRECTORS

In accordance with the Section 255 of the Companies Act, 1956 and the Articles of Association of the Company, Shri Dalbir Singh and Shri Surinder Gupta ,Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re- appointment.

As term of office of Shri Umesh Chander Garg, Managing Director expires on 31.08.2010, The Board of Directors at their meeting held on 27 July, 2010 has recommended the re-appointment of Shri Umesh Chander Garg, Managing Director of the Company for further five years with effect from 01 September, 2010, subject to the members approval.

As term of office of Shri Subhash Chander Garg, Whole Time Director expires on 31.08.2010,The Board of Directors at their meeting held on 27 July, 2010 has recommended the re-appointment of Shri Subhash Chander Garg, Whole Time Director of the Company for further five years with effect from 01 September, 2010, subject to the members approval.

As term of office of Shri Jatinder Singh, Whole Time Director expires on 31.08.2010,The Board of Directors at their meeting held on 27 July, 2010 has recommended the re-appointment of Shri Jatinder Singh, whole Time Director of the Company for further five years with effect from 01 September, 2010, subject to the members approval.

The requisite Resolutions for the appointments have been included in the notice to the ensuing Annual General Meeting.

FIXED DEPOSITS

The Company has not invited or accepted Fixed Deposits from the Public or else where.

MANAGEMENT DISCUSSION AND ANALYSIS

Report for the year as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company believes that Corporate Governance is a way of business than legal compulsion. The Company is committed to the application of best management practices, compliance with law, adherence to ethical standards and discharge of social responsibilities.

A Report on Corporate Governance as required under clause 49 of the Listing Agreement with the Stock Exchanges, is annexed and forms an integral part of this report. An Auditors Certificate on Corporate Governance is also annexed to the said Report.

AUDITORS

M/s J.L. Garg & Co., Chartered Accountants, Delhi- Jagadhri, Statutory Auditors of the Company, retire at the conclusion of ensuing Annual General Meeting. They have signified their willingness to accept re-appointment and have further confirmed their eligibility under Section 224 (1 B) and that they do not suffer any disqualification within the meaning of Section 226 of the said Act.

The Companys Statutory Auditors have informed the Company that they have undergone the process of Peer Review as advised by Peer review Board of the ICAI.

AUDITORS REPORT

The observations of the auditors in their report read with relevant notes are self-explanatory and require no further comments.

COST-AUDIT

To comply with the provisions of Section 233 B of the Companies Act, 1956 the Board of Directors, subject to the approval of the Central Government, has re-appointed M/s Sanjay Kumar Garg & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2010- 11.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo, in accordance with Section 217 (e) of the Companies Act, 1956, read with Companies ( Disclosure of Particulars in the Report of Board of Directors ) Rules, 1988, is set out in Annexure -1 hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in annexure included in this report.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217 ( 2AA) OF THE COMPANIES ACT, 1956

The Statement of the Directors Responsibility on the Annual Accounts of the Company for the year ended March 31, 2010 is given as follows :- a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent , so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended as on that date;

c. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. that the directors had prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your directors wish to express their grateful appreciation for the cooperation and continued support received from Bankers, Financial Institutions, Government agencies, Shareholders, vendors, customers and society at large. Your directors also take on record, their appreciation for the contribution and hard work of the Executives, Employees and Workers.

For and on behalf of the Board of Directors

Place : Kala-Amb Jatinder Singh

Dated : 27th July, 2010 Chairman

 
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