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Directors Report of Shree Rajeshwaranand Paper Mills Ltd.

Mar 31, 2015

Dear Members,

The Directors present the 24th ANNUAL REPORT together with the Audited Financial Statement for the Financial Year 2014-15 ended on 31st March, 2015.

1. FINANCIAL RESULTS:

(Rs in lacs)

Particulars 2014-15 2013-14

Profit before Interest and Depreciation 1406.19 1094.51

Less: Interest 595.51 514.26

Profit before Depreciation 810.68 580.25

Less: Depreciation 452.02 308.05

Profit before Tax 358.66 272.20

Less: Provision for Taxation 85.35 54.46

Less: MAT (Credit) Entitlement - (30.28)

Less : Prior period adjustments 5.24 8.52

Less: Deferred Tax Liability 30.60 65.28

Net Profit 237.47 174.22

Add: Balance Brought Forward 907.09 732.87

Balance carried to Balance Sheet 1144.56 907.09

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2015 and date of this report.

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors has not recommend any dividend on the Equity Shares for the year under review.

3. REVIEW OF OPERATIONS:

The Company achieved production of 35182 M.T. of Newsprint/Writing and Printing paper during the year under review compared to 26710 M.T. during 2013-14. The Company achieved sales of 36147 M.T. during the year under review compared to 26330 M.T. during 2013-14. The Company had to shut down its production facilities for 10 days for maintenance.

The Company has earned Profit before Interest and Depreciation of' 1406 Lacs during the year under review compared to ' 1095 Lacs during 2013-14. The above results have been achieved by improving product quality resulting in increased realization and efficiently running the plant resulting in lesser consumption of raw materials.

After providing for Depreciation, Prior period adjustments and Taxation, the Net Profit for the year under review stood ' 237 Lacs compared to ' 174 Lacs during 2013-14.

4. NEW PROJECTS:

4.1 NEWS PRINT DIVISION:

The Company has spent substantial amount during the year under review for increasing the installed capacity to 125 M.T. per day as well as for providing facilities for better quality of production.

During this second phase of expansion, the Company has installed various machineries which will increase the production with improvement in quality of the product. The Company has also installed various other balancing equipments to increase the production.

4.2 TOOLS DIVISION:

The Company commenced production of Abrasive Tools and for this purpose the Company had incurred capital expenditure which is now converted in to Fixed assets of the Company. The diversification is partly funded from Company's internal accruals and partly from the Financial Assistance from the Bankers of the Company. The necessary arrangements have also been made with the Bankers of the Company for Working Capital Finance.

5. FUTURE PLANS:

As informed earlier, the installed capacity to manufacture Newsprint/Writing & Printing Paper is increased to 125 M.T. per day. The Management is planning to increase the installed capacity in a phased manner and to further modernise the plant for saving of various energies such as power, steam etc.

The expansion will be funded out of internal accruals and term loans from Banks and Financial Institution. The Company will be able to undertake good quality of Writing and Printing paper in addition to Newsprint with this substantial expansion production.

6. LISTING :

The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2015-16.

7. DIRECTORS:

7.1 Mr. Prakash R. Vora has been reappointed as Managing Director of the Company.

7.2 Mr. Udayan D. Velvan has been reappointed as Executive Director of the Company.

7.3 Ms. Anita S. Dave was appointed as Independent Director w.e.f. 24th March, 2015.

7.4 The Board of Directors duly met 9 times during the financial year under review.

7.5 The Board has made necessary evaluation of its own performance and that of its commitments and of individual Directors.

7.6 The performance evaluation of the Chairman, Executive and Non-Executive Directors was carried out by at the meeting of the Independent Directors held on 24th March, 2015.

7.7 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

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

(ii) 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 at 31st March, 2015 being end of the financial year 2014-15 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) 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.

(vi) 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.

8. MANAGERIAL REMUNERATION:

8.1 REMUNERATION OF DIRECTORS:

Sr. Name of the Director Remuneration % Parameters No. & Designation for the year increase over last year



1. Mr. Prakash R. Vora - 15,00,000 6% Higher Managing Director responsibility and time 2 Mr. Udayan D. Velvan - 15,00,000 6% involvement Executive Director due to current expansion & modernisation

Sr. Name of the Director Median Ratio Commission No. & Designation of received Employees from Remuneration Holding/ Subsidiary

1. Mr. Prakash R. Vora - 1,40,148 11:1 -

2 Mr. Udayan D. Velvan - 1,40,148 11:1 - Executive Director

The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

8.2 MARKET CAPITALISATION:

Sr. No. Particulars As on 31-03-2014 As on 31-03-2015

1. No. of Shares 1,24,50,000 1,24,50,000

2. Market price 2.95 5.90

3. Market Capitalisation 367 734 (Rs In lacs)

4 EPS 140 191

5. P/E Ratio 2.11 3.09

9. KEY MANAGERIAL PERSONNEL:

9.1 % INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

Sr. No. Name of the Director & KMP Designation Percentage Increase (If any)

1. Prakash R. Vora Managing Director 6%

2. Udayan D. Velvan Executive Director 6%

3. Karunashankar G. Vora# CFO -

# Appointed during the year 2014-15.

9.2 COMPARISION BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE COMPANY:

As per the Remuneration Policy and based on the Recommendation of Nomination & Remuneration Committee the Relationship of remuneration to KMP & performance of Company is clear and meets appropriate performance benchmarks.

10. PERSONNEL AND H. R. D.:

10.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

The Number of permanent Employees of the Company is 100. The relationship between average increase in remuneration and Company's performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

10.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

11. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors' Report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure- A.

13. CORPORATE GOVERNANCE AND MDA:

As per Clause 49 of the Listing Agreement and the Companies Act, 2013, Report on Corporate Governance and Management Discussion and Analysis (MDA) form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report as Annexure - B.

14. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - C. As regards the observation of the Auditors, the Company is in the process of identifying and appointing Whole-time Company Secretary and also developing functional website of the Company.

15. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form - MGT-9 has been attached herewith as Annexure - D.

16. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

17. GENERAL:

17.1. AUDITORS:

The present Auditors of the Company M/s. Sunderji Gosar & Co., Chartered Accountants, Mumbai, will retire at the ensuing 24th Annual General Meeting. The Company has obtained from them consent to the effect that their reappointment as Auditors of the Company for period of 2 years commencing from the Financial Year 2015-16 to 2016-17, if made, will be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

17.2 INSURANCE:

The Company's properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

17.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

17.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

17.5 SUBSIDIARIES/ASSOCIATES/JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

17.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

17.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

17.8 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.

17.9 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

18. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE617D01017.

19. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co operation. Your Directors also place on record their grateful appreciation and co operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.

For and on behalf of the Board,

Place : Jhagadia Amrish R. Patel Date : 29th July, 2015 Chairman






Mar 31, 2014

Dear Shareholders,

The Directors present the 23rd ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2013-14 ended 31st March, 2014.

1. FINANCIAL RESULTS:

(Rs. in lacs)

Particulars 2013-14 2012-13

Profit before Interest and Depreciation 1094.51 839.40

Less: Interest 514.26 354.26

Profit before Depreciation 580.25 485.14

Less: Depreciation 308.05 261.50

Profit before Tax 272.20 223.64

Less: Provision for Taxation 54.46 73.90

Less: MAT (Credit) Entitlement (30.28) (12.94)

Less : Prior period adjustments 8.52 6.41

Less: Deferred Tax Liability 65.28 12.01

Net Profit 174.22 144.26

Add: Balance Brought Forward 732.87 588.60

Balance carried to Balance Sheet 907.09 732.87

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors has not recommend any dividend on the Equity Shares for the year under review.

3. REVIEW OF OPERATIONS:

The Company achieved production of 26710 M.T. of Newsprint/Writing and Printing paper during the year under review compared to 23301 M.T. during 2012-13. The Company achieved sales of 26330 M.T. during the year under review compared to 22576 M.T. during 2012-13. The Company had to shut down its production facilities for 25 days for substantial expansion in the second phase which it had undertaken to be completed over a period of three years in five phases.

The Company has earned Profit before Interest and Depreciation of Rs. 1094.51 Lacs during the year under review compared to Rs. 839.40 Lacs during 2012-13. The above results have been achieved by improving product quality resulting in increased realization and efficiently running the plant resulting in lesser consumption of raw materials.

After providing for Depreciation, Prior period adjustments and Taxation, the Net Profit for the year under review stood Rs. 174.22 Lacs compared to Rs. 144.26 Lacs during 2012-13.

4. CAPACITY EXPANSION AND CAPITAL EXPENDITURE:

4.1 NEWS PRINT DIVISION:

The Company has spent substantial amount during the year under review for increasing the installed capacity to 100 M.T. per day as well as for providing facilities for better quality of production.

During this second phase of expansion, the Company has installed various machineries which will increase the production with improvement in quality of the product. The Company has also installed various other balancing equipments to increase the production.

4.2 TOOLS DIVISION:

The Company had planned to diversify into Abrasive Tools Manufacturing activity and for this purpose the Company had incurred capital expenditure which is now converted in to Fixed assets of the Company. Some plant and machineries have already arrived at site and rest of the machineries shall be procured in 2014-15. The diversification is partly funded from Company''s internal accruals and partly from the Financial Assistance from the Bankers of the Company. The necessary arrangements have also been made with the Bankers of the Company for Working Capital Finance.

5. FUTURE PLANS:

As informed earlier, the installed capacity to manufacture Newsprint/Writing & Printing Paper is increased to 100 M.T. per day. The Management is planning to increase the installed capacity in a phased manner and to further modernise the plant for saving of various energies such as power, steam etc.

The expansion will be funded out of internal accruals and term loans from Banks and Financial Institution. The Company will be able to undertake good quality of Writing and Printing paper in addition to Newsprint with this substantial expansion production.

6. DIRECTORS:

6.1 One of your Directors viz. Mr. Udayan D. Velvan retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers himself for reappointment.

6.2 One of your Directors, Mr. Vishrut K. Vora resigned from the office of the Director w.e.f. 1st January, 2014. Mr. Ashok Gosavi was appointed as Independent Director w.e.f. 1st January, 2014.

6.3 Mr. Ashok Gosavi, Mr. Amrish R. Patel and Mr. Ashok Kumar V. Shah, being Independent Directors, are being appointed for a term of 5 years as per provisions of the Companies Act, 2013.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

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

(ii) that the 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 at 31st March, 2014 being end of the financial year 2013-14 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care 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;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

8. LISTING :

The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees upto the year 2014-15.

9. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE617D01017.

10. PERSONNEL AND H. R. D.:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

11. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report and Report on Corporate Governance form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report.

12. GENERAL:

12.1 INSURANCE:

The Company''s properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

12.2 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

12.3 DEPOSITS:

At the end of the Financial Year there were no overdue deposits.

12.4 OFFICE OR PLACE OF PROFIT:

The Board of Directors appointed Mr. Shripal P. Vora (relative of Director Mr. Prakash R. Vora) as General Manager (Tools Division) to hold an office of profit under the Company, with effect from 1st June, 2014 subject to necessary approval of members.

13. AUDITORS:

The present Auditors of the Company M/s. Sunderji Gosar & Co., Chartered Accountants, Mumbai will retire at the ensuing 23rd Annual General Meeting. The Company has obtained from them the written Certificate to the effect that their reappointment as Auditors of the Company for the Financial Year 2014-15, if made, will be in accordance with in the provisions of Section 139 and 141 of the Companies Act, 2013.

The remarks of auditor and notes on accounts are self explanatory.

14. AUDIT COMMITTEE:

The Board of Directors have re-constituted Audit Committee consisting of the following:

1. Mr. Amrish R. Patel Chairman

2. Mr. Ashok Kumar V. Shah Member

3. Mr. Ashok Gosavi Member

15. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors have re-constituted Nomination and Remuneration Committee consisting of the following:

1. Mr. Amrish R. Patel Chairman

2. Mr. Ashok Kumar V. Shah Member

3. Mr. Ashok Gosavi Member

16. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

The Board of Directors have constituted Stakeholders'' Relationship Committee consisting of the following:

1. Mr. Ashok Kumar V. Shah Chairman

2. Mr. Prakash R. Vora Member

17. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure.

18. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

19. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers for their constant support and co operation.

Your Directors also place on record their gratitude to the Bankers of the Company and Government Departments for their confidence reposed in the Company.

For and on behalf of the Board,

Place : Jhagadia Amrish R. Patel Date : 29th July, 2014 Chairman


Mar 31, 2013

Dear Shareholders,

The Directors present the TWENTYSECOND ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2012-13 ended 31st March, 2013.

1. FINANCIAL RESULTS:

(Rs.in lacs)

Particulars 2012-13 2011-12

Profit before Interest and Depreciation 839.40 786.31

Less: Interest 354.26 333.44

Profit before Depreciation 485.14 452.87

Less: Depreciation 261.50 239.65

Profit before Tax 223.64 213.22

Less: Provision for Taxation 73.90 37.84

Less: MAT Credit entitlement (12.94)

Less : Prior period adjustments 6.41 8.61

Less: Deferred Tax Liability 12.01 11.67

Net Profit 144.26 155.10

Add: Balance Brought Forward 588.60 433.50

Balance carried to Balance Sheet 732.87 588.60

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors has not recommend any dividend on the Equity Shares for the year under review.

3. REVIEW OF OPERATIONS:

The Company achieved production of 23301 M.T of Newsprint/Writing and Printing paper during the year under review compared to 23546 M.T. during 2011-12. The Company achieved sales of 22576M.T during the year under review compared to 23490 M.T. during 2011-12. The Company had to shut down its production facilities for 10 days for substantial expansion in the first phase which it had undertaken to be completed over a period of three years in five phases.

The Company has earned Profit before Interest and Depreciation of" 839.40 Lacs during the year under review compared to " 786.31 Lacs during 2011-12. The above results have been achieved by improving product quality resulting in increased realization and efficiently running the plant resulting in lesser consumption of raw materials.

After providing for Depreciation, Prior period adjustments and Taxation, the Net Profit for the year under review stood lower at" 144.26 Lacs compared to " 155.10 Lacs during 2011-12.

4. CAPACITY EXPANSION AND CAPITAL EXPENDITURE:

The Company has spent approx." 251.49 lacs during the year under review for increasing the installed capacity to 100 M.T. per day as well as for providing facilities for better quality of production.

During this first phase of expansion, the Company has installed a Pressuriesed Head Box in replacement of its old Head Box which will increase the production with improvement in quality of the product. The Company has also installed various other balancing equipments to increase the production. The amount spent during first phase on substantial expansion purpose is " 251.49 lacs.

The Company has planned to diversify into Abrasive Tools Manufacturing activity and for this purpose the Company has made capital expenditure of " 232.10 lacs till 31st March 2013. Few plant and machineries have already arrived at site and rest of the machineries shall be procured in coming financial years. The diversification is presently funded from Company''s internal accruals and funds mobilized from Directors through their own resources. Once the unit is established, the Company shall approach its Bankers for providing Working Capital Finance and also for its further Capital Expenditure required by way of Term Loan.

5. FUTURE PLANS:

As informed earlier, the installed capacity to manufacture Newsprint/Writing & Printing Paper is increased to 100 M.T. per day. The Management is planning to increase the installed capacity in a phased manner and to further modernise the plant for saving of various energies such as power, steam etc.

The expansion will be funded out of internal accruals and term loans from Banks and Financial Institution. The Company will be able to undertake good quality of Writing and Printing paper in addition to Newsprint with this substantial expansion production.

6. DIRECTORS:

One of your Directors viz. Mr. Ashok Kumar V. Shah retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers him for reappointment.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

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

(ii) 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 at 31st March, 2013 being end of the financial year 2012-13 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care 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;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

8. LISTING :

The Equity Shares of the Company are listed on Bombay Stock Exchange. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees upto the year 2013-14.

9. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE617D01017.

10. PERSONNEL AND H. R. D.:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

12. GENERAL:

12.1 INSURANCE:

The Company''s properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

12.2 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 217(2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

12.3 DEPOSITS:

At the end of the Financial Year there were no overdue deposits.

12.4 COST AUDIT:

The Board of Directors have appointed M/s. V.H. Savaliya & Associates, Cost Accountants, Ahmedabad as Cost Auditors to conduct cost audit for the year ended on 31st March, 2013 and also for the year to be ended on 31st March, 2014.

13. AUDITORS:

The present Auditors of the Company M/s. Sunderji Gosar & Co., Chartered Accountants, Mumbai will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re appointment under Section 224(1 B) of the Companies Act, 1956. The notes of Auditors on accounts are self-explanatory.

14. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure.

15. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers for their constant support and co operation.

Your Directors also place on record their gratitude to the Banks, Financial Institutions and Government Departments for their confidence reposed in the Company.

For and on behalf of the Board,

Place : Jhagadia Amrish R. Patel

Date : 16th July, 2013. Chairman


Mar 31, 2012

The Directors present the TWENTY FIRST ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2011-12 ended 31st March, 2012.

1. FINANCIAL RESULTS:

(Rs. in lacs)

Particulars 2011-12 2010-11

Profit before Interest and Depreciation 786.31 700.54

Less: Interest 333.44 279.29

Profit before Depreciation 452.87 421.25

Less: Depreciation 239.65 220.26

Profit before Tax 213.22 200.98

Less: Provision for Taxation 37.84 42.07

Less : Prior period adjustments 8.61 11.00

Less: Deferred Tax Liability 11.67 23.49

Net Profit 155.10 124.44

Add: Balance Brought Forward 433.50 309.06

Balance carried to Balance Sheet 588.60 433.50

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors has not recommend any dividend on the Equity Shares for the year under review.

3. REVIEW OF OPERATIONS:

The Company achieved production of 23546 M.T. of Newsprint/Writing and Printing paper during the year under review compared to 22973 M.T. during 2010-11. The Company achieved sales of 23490 M.T. during the year under review compared to 23041 M.T. during 2010-11.

The Company has earned Profit before Interest and Depreciation of Rs. 786.31 Lacs during the year under review compared to Rs. 700.54 Lacs during 2010-11. The above results have been achieved by efficiently running the plant resulting into less consumption of raw material (Waste Paper) per unit of Production (Newsprint Paper).

After providing for Depreciation, Prior period adjustments and Taxation, the Net Profit for the year under review stood higher at Rs. 155.10 Lacs compared to Rs. 124.44 Lacs during 2010-11.

4. CAPACITY EXPANSION AND CAPITAL EXPENDITURE:

The Company has spent approx. Rs. 290 lacs during the year under review for increasing the installed capacity to 100 M.T. per day as well as for providing facilities for better quality of production.

5. FUTURE PLANS:

As informed earlier, the installed capacity to manufacture Newsprint/Writing & Printing Paper is increased to 100 M.T. per day. The Management is planning to increase the installed capacity in a phased manner and to further modernise the plant for saving of various energies such as power, steam etc.

6. DIRECTORS:

(i) One of your Directors viz. Mr. Amrish R. Patel retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers him for reappointment.

Shree Rajeshwaranand Paper Mills Limited

(ii) The Board of Directors appointed Mr. Vishrut K. Vora as Director of the Company w.e.f. 9th May, 2012. The Board recommends your approval to his appointment as provided in the notice of Annual General Meeting.

(iii) One of your Directors viz. Mr. Maulik P. Vyas ceased to be Director upon resignation w.e.f. 9th May, 2012.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

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

(ii) 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 at 31st March, 2012 being end of the financial year 2011-12 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care 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;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

8. LISTING :

The Equity Shares of the Company are listed on Bombay Stock Exchange. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees upto the year 2012-13.

9. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE617D01017.

10. PERSONNEL AND H. R. D.:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

12. GENERAL:

12.1 INSURANCE:

The Company's properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

12.2 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

12.3 DEPOSITS:

At the end of the Financial Year there were no overdue deposits.

12.4 COST AUDIT:

The Board of Directors have appointed M/s. V.H. Savaliya & Associates, Cost Accountants, Ahmedabad as Cost Auditors to conduct cost audit for the year ended on 31st March, 2012 and also for the year to be ended on 31st March, 2013.

13. AUDITORS:

The present Auditors of the Company M/s. Sunderji Gosar & Co., Chartered Accountants, Mumbai will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re-appointment under Section 224(1 B) of the Companies Act, 1956. The notes of Auditors on accounts are self-explanatory.

14. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure.

15. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers for their constant support and co-operation.

Your Directors also place on record their gratitude to the Banks, Financial Institutions and Government Departments for their confidence reposed in the Company.

For and on behalf of the Board,

Amrish R. Patel Chairman

Place : Jhagadia Date : 16th July, 2012.


Mar 31, 2010

The Directors present the NINTENTH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2009-10 ended 31s1 March, 2010.

1. FINANCIAL RESULTS:

(Rs. in lacs)

Particulars 2009-10 2008-09

Profit before Interest and Depreciation 545.93 611.00

Less: Interest 216.29 206.10

Profit before Depreciation 329.64 404.92

Less: Depreciation 195.19 179.90

Profit before Tax 134.45 225.02

Less: Provision for Taxation 16.56 25.66

Less: Provision for Fringe Benefit Tax - 1.45

Profit after tax 117.89 197.91

Less : Prior period adjustments 2.20 20.30

Less: Deferred Tax Liability 32.83 130.23

Net Profit 82.86 47.38

Add: Balance Brought Forward 226.20 178.82

Balance carried to Balance Sheet 309.06 226.20



2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors have not recommend any dividend on the Equity Shares for the year under review.

3. REVIEW OF OPERATIONS:

The Company achieved production of 18,468 M.T. of Newsprint/Writing and Printing paper during the year under review compared to 22,247 M.T. during 2008-09. The Company achieved sales of 18,807 M.T. during the year under review compared to 23,002 M.T. during 2008-09.

The Company has earned Profit before Interest and Depreciation of Rs. 545.93 Lacs during the year under review compared to Rs. 611.00 Lacs during 2008-09. The above results have been achieved by efficiently running the plant resulting into less consumption of raw material (Waste Paper) per unit of Production (Newsprint Paper).

After providing for Depreciation, Prior period adjustments, Taxation and after taking into account Deferred taxation, the Net Profit for the year under review stood higher at Rs. 82.86 Lacs compared to Rs. 47.38 Lacs during 2008-09.

4. CAPACITY EXPANSION AND CAPITAL EXPENDITURE:

The Company has spent approx. Rs. 500 lacs during the year under review for increasing the installed capacity from 70 M.T. per day to 80 M.T. per day as well as for providing facilities for better quality of production. The Management is hopeful of achieving the actual production of 75 to 80 M.T. per day by end of second quarter of the year 2010-11.

5. FUTURE PLANS:

As informed earlier, the installed capacity to manufacture Newsprint/Writing & Printing Paper is increased to 80 M.T. per day. The Management is planning to increase the installed capacity to 100 M.T. per day in a phased manner and to further modernise the plant for saving of various energies such as power, steam etc. The Board of Directors have planned to incur capital expenditure to the tune of Rs. 500 lacs during 2010-11 so as to increase the installed capacity to 100 M.T. per day. The investment would increase the installed capacity of the Company to 100 M.T. per day and would also improve quality of Newsprint/Writing & Printing Paper which would help the Company to reduce its power cost and steam consumption cost.

6. DIRECTORS:

Two of your Directors viz. Mr. Mahendra V. Shah and Mr. Dhansukhbhai D. Patel, retires by rotation in terms of the Articles of Association of the Company. They, however, being eligible offers themselves for reappointment.

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

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

(ii) 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 at 31st March, 2010 being end of the financial year 2009-10 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care 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;.

(iv) that the Directors had prepared the annual accounts on a going concern basis.

8. REVOCATION OF SUSPENSION OF TRADING IN EQUITY SHARES:

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited. The Equity shares of the Company were suspended for trading by Bombay Stock Exchange Limited since December, 2004 on the grounds of certain non compliances of the Listing Agreement. The management took initiative and complied with all the stipulations / conditions imposed by Bombay Stock Exchange Limited for revocation of suspension of trading. The management is pleased to inform that the Equity shares of the Company are now being traded at Bombay Stock Exchange Limited since October, 2009 as Bombay Stock Exchange Limited revoked suspension.

9. RELEASE OF LOCK IN OF PROMOTERS SHAREHOLDING:

One of the conditions stipulated by the Bombay Stock Exchange Limited at the time of revocation of suspension of trading of Equity shares of the Company was lock in of entire Promoters Shareholding up to 31st December, 2009 and the same was released from lock in from 1stt January, 2010.

10. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL The ISIN No. allotted is INE617D01Q17.

11. PERSONNEL AND H. R. D.:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all ievels and other aspects of H. R. D.

12. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

13. GENERAL:

13.1 INSURANCE:

The Companys properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

13.2 PARTICULARS OF EMPLOYEES:

None of the employees of the Comppasv is drawing remuneration requiring disclosure of information under Section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

13.3 DEPOSITS:

At the end of the Financial Year there were no over due deposits.

14. AUDITORS:

The present Auditors of the Company M/s. Sunderii Gosar & Co., Chartered Accountants. Mumbai will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re-appointment under Section 224(1-B) of the Companies Act, 1956. The notes of Auditors on accounts are self-explanatory.

15. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure.

16. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers for their constant support and co-operation.

Your Directors also place on record their gratitude to the Banks, Financial Institutions and Government Departments for their confidence reposed in the Company.

for and on behalf of the Board,



Place : Jhagadia Prakash R. Vora Udayan D. Velvan

Date : 29th May, 2010. Managing Director Director



 
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