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Directors Report of Shree Rama Newsprint Ltd.

Mar 31, 2015

To

The Members of

SHREE RAMA NEWSPRINT LIMITED

The Directors are pleased to present the 24th Annual Report and the Audited Accounts for the Financial Year ended 31st March 2015.

FINANCIAL RESULTS

(in lacs)

Year Ended Year Ended 31.03.2015 31.03.2014

Revenue from operations 37675.44 40844.76

Profit before Interest, (3589.17) 1750.80 Depreciation and Tax

Finance Cost (4585.27) 4868.19

Profit before Depreciation and (8174.44) (3117.39) Tax

Depreciation 1237.86 (3477.03)

Profit /(Loss) before Tax and (9412.30) (6594.42) Exceptional items

Exceptional Items - 5245.56

Deferred Tax / (Credit) - 202.06

Extraordinary Items 5159.50 5245.56

Net Profit / (Loss) from ordinary (4252.80) (1550.92) activities

Performance:

During the year under review, the Company produced only Newsprint variety on its machines. The Indian Newsprint Manufacturing Industry which has an installed capacity of about 2.5 million MTS per annum, could operate at 50% of the capacity with a production of 1.24 million MTS, whereas the imports were of the order of about 1.4 million MTS. In this background, the capacity utilization of the Company stood at 84% during the year 2014-15 as against 94% during the year 2013-14. The average selling price of Newsprint continued to decline during the year due to cheaper imports mainly from Russia, Korea, Europe, USA & Canada. The decline in selling price was so steep that it eroded the Profit margins and even EBIDTA went into negative territory.

The Company is focusing on improving the operating effciencies of the plant and reduce both the fixed and variable cost in order to arrest the erosion in Profitability and is hopeful of improving its performance during 2015-16.

DIVIDEND:

Due to the Loss incurred by Company during the year under review, the directors are not able to recommend dividend for the year 2014-15.

TRANSFER TO RESERVES:

In view of losses, the Company has not proposed to transfer any amount to any reserves of the Company.

FIXED DEPOSIT:

Company has not accepted or renewed any deposit during the year.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary or associate company within the meaning of Section 2(6) of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure I".

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The details of related party disclosures and transactions as prescribed in Form AOC-2 is attached as Annexure V. All the transaction are done at arms length and pertain to F.Y. 2014-15 period only and as approved in the Board and Audit Committee Meetings held during the F.Y. 2014-15.

NUMBER OF MEETINGS OF THE BOARD

During the year, four Board Meetings were convened and held on 13th May, 2014, 9th August, 2014, 28th October, 2014 and 2nd February, 2015. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors appointed Mr. Ganpatraj Chowdhary and Mr. Siddharth Chowdhary as an Additional Director w.e.f. 23.06.2015 who will hold their positions till the date of the ensuing Annual General Meeting.

The Board of Directors also appointed Mr. Keerthinarayanan A. Hemmige and Mr. Murli Ranganathan as Additional Independent Director w.e.f. 23.06.2015 who will hold their positions till the date of the ensuing Annual General Meeting.

The Company has received notices u/s 160 of the Companies Act, 2013, proposing the candidature of Mr. Ganpatraj Chowdhary and Mr. Siddharth Chowdhary for appointment of directors at the ensuing Annual General Meeting.

The Board of Directors of the Company also took note of the resignation of Mr. Girish Sharma Sr. Vice President (F&A) and Company Secretary w.e.f 25.06.2015

DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013:

The Directors hereby confirm that:- 1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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 the end of the financial year and of the Profit and loss of the company for that period;

3. 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;

4. the directors had prepared the annual accounts on a going concern basis;

5. the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

6. 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.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section.

DETAILS OF COMMITTEE OF DIRECTORS:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stake Holders Relationship/ Grievances Committee of Directors, number of meetings held of each Committee during the financial year 2014- 15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its Committees and individuals. The result of the evaluation is satisfactory and adequate and meets the requirements.

INTERNAL CONTROL SYSTEMS:

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorised, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.

APPOINTMENT AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration which is available on Company's website at www. ramanewsprint.com

WHISTLE BLOWER POLICY:

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal and unethical practices, unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy which is available at the Company's website at www. ramanewsprint.com

RISK MANAGEMENT:

During the year, the Management of the Company had evaluated the existing Risk Management Policy of the Company. The Risk Management policy has been reviewed and found adequate and sufficient to the requirement of the Company. The Management has evaluated various risk and that there is no element of risk identified that may threaten the existence of the Company.

LISTING OF SHARES

Equity Shares of Company continue to be listed on Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The Company has duly paid listing fees to the stock exchanges.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required u/s 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as Annexure – II to this Report and forms part of it.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

Report on Corporate Governance and Management Discussion and Analysis is made part of this Annual Report.

As required by the Listing Agreements, the Certificate of Auditors on Corporate Governance compliance is also annexed to this Annual Report.

The Certifcate from CEO/CFO was placed before the Board of Directors at its meeting held on 27.05.2015.

PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as per Annexure - III

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board on the recommendations of the Audit Committee, has appointed M/s. Ajay Kumar & Co., a frm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2015. Secretarial Audit Report issued by M/s. Ajay Kumar & Co., Company Secretaries, in form MR-3 forms part of this report and marked as "Annexure- IV"

CASH FLOW STATEMENT

As required under clause 32 of the listing agreement with the Stock Exchanges, the Cash Flow Statement is attached to the Balance Sheet.

AUDITORS

The present Auditors of your Company, M/s. Haribhakti & Co. LLP, Chartered Accountants hold office until the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment.

EXPLANATIONS / COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE AUDITOR / COMPANY SECRETARY IN PRACTICE IN THEIR REPORT:

The Board has taken note of the qualification made by the Auditors in their report regarding the Company having recognized Deferred Tax Asset (DTA) in the absence of convincing evidences to support virtual certainty about the future taxable income. However, as explained in the notes to Accounts the Board is of a strong opinion that in view of the improved market scenario and the infusion of fresh funds, the Company will have sufficient future taxable Profits.

The other observations of the Auditors in their report read with the relevant notes are self explanatory.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In terms of Section 134(3)(i) of the Companies Act, 2013, it is reported that, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report

SIGNIFICANT AND MATERIAL ORDERS

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company's operations in future.

INDUSTRIAL RELATIONS

The industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

The Directors wish to place on record and acknowledge their appreciation and gratitude for the continued co-operation and support received from the Central Government, the State Government of Gujarat, Regulatory Bodies, participating Financial Institutions and Banks, Customers, Suppliers and Dealers. The Directors take this opportunity to express their appreciation towards the dedication, commitment and teamwork shown by employees, which has contributed in taking the Company on the path of prosperity. Your Directors further thank the fraternity of Members/Shareholders for their continued confidence reposed in the management of the Company.

For and on behalf of the Board

S. K. Bangur Chairman

Place: Mumbai Date : 11.08.2015


Mar 31, 2014

Dear Members,

SHREE RAMA NEWSPRINT LIMITED

The Directors are pleased to present the 23rd Annual Report and the Audited Accounts for the Financial Year ended 31st March 2014.

FINANCIAL RESULTS (Rs. in lacs)

Year Ended Year Ended 31.03.2014 31.03.2013

Revenue from operations 40844.76 38283.45

Profit before Interest, Depreciation 1750.80 363.44 and Tax

Finance Cost 4868.19 4865.45

Profit before Depreciation and Tax (3117.39) (4502.01)

Depreciation 3477.03 (3472.66)

Profit /(Loss) before Tax and (6594.42) (7974.67)

Exceptional items

Exceptional Items 5245.56 -

Deferred Tax / (Credit) 202.06 (2305.69)

Net Profit / (Loss) from ordinary (1550.92) (5668.98) activities



Performance

During the year under review the Company improved its capacity utilization to 94% (98% in the second half of the year) as against 90% during 2012-13. The average selling price of Newsprint improved by about 11% during the year. However, the increase in input cost neutralized most of the benefit and the operating Profit during the year improved to 4.28% as against 0.94% during 2012-13. Capex projects of about Rs. 15 crs. were completed during the year which will help improve the operating effciency of the plant and reduce the fbre cost. The performance of the paper industry in general (including Newsprint) remained sluggish during the year.

CORPORATE SOCIAL RESPONSIBILITY

The Company continues to be conscious about its social responsibilities towards the public living within the vicinity of its Mills. The Company values human rights and thrives to invest in innovative and efficient technology for sustainable energy fow and economic growth. Apart from imparting regular health check facilities for the community in the nearby villages, distributing free medicines to the needy, we also supply free Drinking Water on a regular basis to the nearby villages.

The Company has opened a modern English Medium School to impart quality education to the students in the vicinity. In addition, the Company also undertakes various community welfare jobs as and when needed.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013

The Directors hereby confirm that: -

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

2. 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 the end of the financial year and of the Profit and loss of the company for that period;

3. proper and suffcient care has been taken 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;

4. the annual accounts have been prepared on a "going concern" basis;

5. 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;

6. 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.

LISTING OF SHARES

Equity Shares of Company continue to be listed on Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The Company has duly paid listing fees to the stock exchanges.

DIRECTORS

Shri Shree Kumar Bangur is retiring by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

Lt. Gen. (Retd.) Ashok Kapur is retiring by rotation at the ensuing Annual General Meeting and has offered himself for appointment as Independent Director for a period of 5 years.

Shri Narayan Atal who was earlier appointed as a Director liable to retire by rotation, has offered himself for appointment as Independent Director for a period of 5 years.

The Board of Directors appointed Shri V. D. Bajaj as an Additional Director w.e.f. 11.09.2013. He was also appointed as Executive Director for a period of 3 years. His appointment and the terms of remuneration are to be approved by the members at the ensuing Annual General Meeting.

The Board of Directors appointed Shri Mohan M. Phadke and Smt. Namrata Sharma as Additional Independent Directors w.e.f. 31.01.2014 and 09.08.2014, respectively, who will hold their positions till the date of the ensuing Annual General Meeting.

The Company has received notices u/s 160 of the Companies Act, 2013, proposing the candidature of Lt. Gen. (Retd.) Ashok Kapur, Shri Narayan Atal, Shri V. D. Bajaj, Shri Mohan Phadke and Smt. Namrata Sharma for appointment of directors at the ensuing Annual General Meeting.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required u/s 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as Annexure – I to this Report and form part of it.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

Report on Corporate Governance is made part of this Annual Report as Annexure – II and Management Discussion and Analysis Report as Annexure – III.

As required by the Listing Agreements, the Certifcate of Auditors on Corporate Governance compliance is also annexed to this Annual Report.

The Certifcate from CEO/CFO was placed before the Board of Directors at its meeting held on 13.05.2014.

PARTICULARS OF EMPLOYEES

The particulars of employees, as required under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV to this Report.

CASH FLOW STATEMENT

As required under Clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement is attached to the Balance Sheet.

AUDITORS

The present Auditors of your Company, M/s. Haribhakti & Co., Chartered Accountants hold office until the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board has taken note of the Qualification made by the Auditors in their report regarding the Company having recognized Deferred Tax Asset (DTA) in the absence of convincing evidence s to support virtual certainty about the future taxable income. However, as explained in the notes to Accounts the Board is of a strong opinion that in view of the improved market scenario and the infusion of fresh funds, the Company will have suffcient future taxable profits.

The other observations of the Auditors in their report read with the relevant notes are self explanatory.

COST AUDIT

The cost accounting records maintained by the company are subject to audit by the qualifed Cost Auditors. Your Company has appointed M/s. Nanty Shah and Associates, qualifed Cost Accountant for conducting the audit of cost account records for the year ended 31.03.2014 and the Cost Audit report will be submitted to the Ministry of Corporate Affairs, Government of India in due course. The Cost Audit report for the year ended 31.03.2013 was fled on 27.09.2013.

INDUSTRIAL RELATIONS

The industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

The Directors wish to place on record and acknowledge their appreciation and gratitude for the continued co-operation and support received from the Central Government, the State Government of Gujarat, Regulatory Bodies, participating Financial Institutions and Banks, Customers, Suppliers and Dealers. The Directors take this opportunity to express their appreciation towards the dedication, commitment and teamwork shown by employees, which has contributed in taking the Company on the path of prosperity. Your Directors further thank the fraternity of Members/Shareholders for their continued confdence reposed in the management of the Company.

On behalf of the Board

Place: Mumbai S. K. Bangur Date: 09.08.2014 Chairman


Mar 31, 2013

To The Members of SHREE RAMA NEWSPRINT LIMITED

Pursuant to the shareholders resolution in the Extra-ordinary General Meeting of the Company held on 30th March 2013, and the subsequent approval of Central Government, the name of the Company was changed from ''Rama Newsprint and Papers Limited'' to ''Shree Rama Newsprint Limited''.

Your Directors are pleased to present the 22nd Annual Report and the Audited Accounts for the Financial Year ended 31s1 March 2013.

FINANCIAL RESULTS

(Rs.in lacs)

Year ended Year ended 31.03.2013 31.03.2012

Revenue from operations 38283.45 35088.62

Profit/ (Loss) before Interest.

Depreciation and Tax 363.44 449.28

Finance Cost 4865.45 5246.02

Profit / (Loss) before Depreciation

and Tax (4502.01) (4796.74)

Depreciation 3472.66 3465.56

Profit/(Loss) before Tax (7974.67) (8262.30)

Deferred Tax / (Credit) (2305.69) (2709.62)

Net Profit/ (Loss) from ordinary activities (5668.98) (5552.68)

PERFORMANCE DURING 2012-13

During the year under review the Company improved its capacity utilization to 90% as against 88% during the year 2011-12. The sales volume also improved by about 5% over the previous year. However, there was no significant improvement in the profitability. The market scenario of Newsprint continued to remain sluggish during the year. In order to reduce its dependence on Newsprint, the Company has decided to produce some quantity of Writing & Printing grades of paper from time to time.

With a view to improve the operating efficiency, the Company has taken up certain Capex projects of about Rs. 20 crores. It would not only help improve the efficiency of the plant and quality of the finished product but will also help reduce the fibre cost. During the year the Company availed new Term loan of about Rs. 50 crores for financing the said Capex projects and also to reduce the working capital deficit.

To infuse fresh funds, the Company has entered into agreements for sale of 170 acres of its unused land, subject to requisite approvals. This would significantly ease the liquidity crunch being faced by the Company.

The year 2013-14 has begun with a positive note with the selling prices of Newsprint having witnessed a significant increase in April-June 2013 quarter. As a result of the improved liquidity and operating efficiency of the plant, the Company expects to report a much better performance during 2013-14.

CORPORATE SOCIAL RESPONSIBILITY

The Company is conscious about its social responsibilities towards the public living within the vicinity of its Mills. The Company continues to impart regular health check facilities for the community in the nearby villages and distribute free medicines to the needy, apart from supplying free Drinking Water on a regular basis to the nearby villages.

The Company has opened a modern English Medium School to impart quality education to the students in the vicinity. In addition, the Company also undertakes various community welfare jobs as and when needed.

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

The Directors hereby confirm that:

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

2. 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 the end of the financial year and of the profit / (loss) of the company for that period;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a "going concern" basis.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year under review.

LISTING OF SHARES

Equity Shares of Company continue to be listed on Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The Company has duly paid listing fees to the stock exchanges.

DIRECTORS

Shri Virendraa Bangur, Shri K. L. Chandak & Shri Shree Kumar Bangur are retiring by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re- appointment.

The Board of Directors appointed Shri Narayan Atal as an Additional Independent Director w.e.f. 06.11.2012 who will hold this position till the date of ensuing Annual General Meeting.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished as Annexure - I to this Report and forms part of it.

CORPORATEGOVERNANCE&MANAGEMENT DISCUSSION & ANALYSIS

Report on Corporate Governance is made part of this Annual Report as Annexure - II and Management Discussion and Analysis Report as Annexure - III.

As required by the Listing Agreements, the Certificate of Auditors on Corporate Governance compliance is also annexed to this Annual Report.

The Certificate from CEO/CFO was placed before the Board of Directors at the meeting held on 29th May 2013.

PARTICULARS OF EMPLOYEES

During the year under review no employee has drawn remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended to date.

CASH FLOW STATEMENT

As required under clause 32 of the listing agreement with the Stock Exchanges, the Cash Flow Statement is attached to the Balance Sheet.

AUDITORS

The present Auditors of your Company, M/s. Haribhakti & Co.. Chartered Accountants hold office until the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board has taken note of the qualification made by the Auditors in their report regarding the Company having recognized

Deferred Tax Asset (DTA) in the absence of convincing evidences to support virtual certainty about the future taxable income. However, as explained in the Notes to Accounts, the Board is of a strong opinion that in view of the improved market scenario and the infusion of fresh funds, the Company will have sufficient future taxable profits.

The other observations of the Auditors in their report read with the relevant Notes are self explanatory.

COST AUDIT

The cost accounting records maintained by the company are subject to audit by the qualified Cost Auditors. Your Company has appointed M/s. Nanty Shah and Associates, qualified Cost Accountant for conducting the audit of cost account records for the year ended 31st March 2013 and the Cost Audit report will be submitted to the Ministry of Corporate Affairs, Government of India in due course. The Cost Audit report for the year ended 31s1 March, 2012 was filed on 3rd January, 2013.

INDUSTRIAL RELATIONS

The industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the continued support and co-operation received from the Banks, Financial Institutions, Government Authorities, Share holders, Suppliers and Dealers. They also deeply appreciate the commitment and dedication of employees at all levels.

By Order of the Board

Place: Mumbai S. K. Bangur

Date: 29th May, 2013 Chairman


Mar 31, 2012

To The Members of RAMA NEWSPRINT AND PAPERS LIMITED

The Directors are pleased to present the 21st Annual Report and the Audited Accounts for the Financial Year ended 31st March 2012.

FINANCIAL RESULTS

( in lacs)

Year ended Year ended

31.03.2012 31.03.2011

Revenue from

operations 35197.96 32032.09

Profit /(Loss)

before Interest, (258.31) (641.86)

Depreciation and Tax

Finance Cost 5055.05 3733.72

Profit / (Loss) before (4796.74) (4375.58)

Depreciation and Tax

Depreciation (3465.56) 3485.14

Profit /(Loss)

before Tax (8262.30) (7860.72)

Deferred Tax /

(Credit) (2709.62) 6168.20

Net Profit/(Loss)

from ordinary

activities (5552.68) (14028.92)

Extraordinary item:

(Refer Note No. 36

of Notes of Accounts ) 11765.48 -

Net Profit / (Loss)

for the period 6212.80 (14028.92)

PERFORMANCE DURING 2011-12

The year under review proved to be another difficult year for the operations of the Company. Although the selling prices of Newsprint witnessed an increase of about Rs. 3200/MT, the effect of the same was neutralized due to hikes in the cost of raw materials and coal. A substantial increase in the finance cost coupled with loss on account of exchange fluctuation, further aggravated the quantum of loss during the year. As a result of the continuing cash losses, the liquidity crunch being faced by the Company further worsened during the year causing delays and defaults in payment of interest, term loans and other statutory dues.

The Company improved its capacity utilization to about 88% during the year and produced 1,16,060 MT of Newsprint as against 1,09,355 MT during 2010-11. The Company achieved a sales volume of 1,14,080 MT during the year as against 1,14,830 MT during 2010-11.

During the year the Company availed new Term Loans of Rs. 160 crs for refinancing of all the existing term loans and partly to reduce the Working Capital deficit. The new Term Loans provide for a moratorium period of two years along with extended repayment schedule. However,the Company could not pursue its plan of raising about Rs. 50 crs. by way of Rights Issue of Equity

Shares on account of the delay in getting the final approval of SEBI coupled with adverse capital market scenario. It is now proposed to raise up to Rs. 30 crs by issue of Preference Shares by way of private placement. The requisite enabling resolutions in this regard will be placed for approval of the Shareholders at the ensuing Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY

The Company continues to be conscious about its social responsibilities towards the public living within the vicinity of its Mills. Apart from imparting regular health check facilities for the community in the nearby villages, distributing free medicines to the needy, the Company supplies free Drinking Water on a regular basis to the nearby villages.

The Company has been operating a modern English Medium School to impart quality education to the students in the vicinity. In addition, the Company also undertakes various community welfare jobs as and when needed.

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

The Directors hereby confirm that: -

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

2. 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 the end of the financial year and of the profit of the company for that period;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a "going concern" basis.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year under review.

LISTING OF SHARES

Equity Shares of Company continue to be listed on Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The Company has duly paid listing fees to the stock exchanges.

DIRECTORS

Lt.Gen. (Retd.) Ashok Kapur, Shri Janak Mehta & Shri Shree Kumar Bangur are retiring by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished as Annexure - I to this Report and forms part of it.

PARTICULARS OF EMPLOYEES

During the year under review no employee has drawn remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended to date.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

Report on Corporate Governance is made part of this Annual Report as Annexure - II and Management Discussion and Analysis Report as Annexure - III.

As required by the Listing Agreements, the Certificate of Auditors on Corporate Governance compliance is also annexed to this Annual Report.

The Certificate from CEO/CFO was placed before the Board of Directors at the meeting held on 29th May 2012.

CASH FLOW STATEMENT

As required under clause 32 of the listing agreement with the Stock Exchanges, the Cash Flow Statement is attached to the Balance Sheet.

AUDITORS

The present Auditors of your Company, M/s. Haribhakti & Co., Chartered Accountants hold office until the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board has taken note of the qualification made by the Auditors in their report regarding the Company having recognized Deferred Tax Asset (DTA) in the absence of convincing evidences to support virtual certainty about the future taxable

income. However, as explained in the Notes to Accounts the Board is of a strong opinion that in view of the improved market scenario and the infusion of fresh funds, the Company will have sufficient future taxable profits.

The other observations of the Auditors in their report read with the relevant notes are self explanatory.

COST AUDIT

The cost accounting records maintained by the company are subject to audit by the qualified Cost Auditors. Your Company has appointed M/s. Nanty Shah and Associates, qualified Cost Accountant for conducting the audit of cost account records for the year ended 31st March 2012 and the Cost Audit report will be submitted to the Ministry of Corporate Affairs, Government of India in due course. The Cost Audit report for the year ended 31st March, 2011 was filed on 23rd September, 2011 i.e. well within the due date i.e., 30th Sept., 2011.

INDUSTRIAL RELATIONS

The industrial relations continued to remain cordial throughout the year under review.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the continued support and co-operation received from the Banks, Financial Institutions, Government Authorities, Share Holders, Suppliers & Dealers. They also deeply appreciate the commitment and dedication of employees at all levels.

By Order of the Board

S.K. BANGUR

CHAIRMAN

Place: Mumbai

Date: 6th August, 2012


Mar 31, 2011

To The Members of RAMA NEWSPRINT AND PAPERS LIMITED

The Directors are pleased to present the 201h Annual Report and the Audited Accounts for the Financial Year ended 31sl March 2011.

FINANCIAL RESULTS

(Rs. in lacs) Year ended Year ended 31-03-2011 31-03-2010

Sales (Net of Excise Duty) 31780.64 30911.72

Other Income 315.96 581.95

Profit/(Loss) before Interest, Depreciation and Tax (621.58) (108.10)

Interest & Lease rent 3754.00 3241.56

Profit/(Loss) before Depreciation and Tax (4375.58) (3349.66)

Depreciation 3485.14 3464.08

Profit/(Loss) before Tax (7860.72) (6813.74)

Deferred Tax/(Credit) 6168.20 (1149.18)

Net Profit/(Loss) (14028.92) (5664.56)

PERFORMANCE DURING 2010-2011

The year under review proved to be another turbulent year in succession for the operations of the Company. The increasing trend in the prices of raw materials continued unabatedly without commensurate increase in the selling prices. During the year the Company had to shift back its focus on Newsprint owing to negative margins in Writing & Printing Papers. The increase in the selling prices of Newsprint during the year was also not significant to neutralize the impact of increase in the cost. As a result of the reduced availability of raw materials and coal, coupled with higher level of finished stocks, the Company had to rationalize its production particularly in the 4th quarter of the year.

The Company achieved a production of 1,09,355 MT (including 4,686 of Writing & Printing paper) during the year under review as against 1,04,931 MT (including 33,082 MT of Writing & Printing paper) during 2009-10. The capacity utilization during the year was 83%. The Company registered a sales volume of 1,14,830 MT (including 7,791 MT of Writing & Printing paper) as against 1,19,395 MT (including 30,003 MT of Writing & Printing Paper) during 2009-.10. As a result, the Company could bring down the inventory of finished goods to NIL as on 31-03-2011. Another major factor contributing to the increased loss during 2010-11 is higher interest cost on account of increase in the rates as well as-the amount of debt availed by the Company to fund the cash loss.

The Company has become potentially sick under the provisions of Sick Industrial Companies (Special Provisions Act) (SICA).

CURRENT YEAR'S PROSPECTS & FUTURE PLANS

The year 2011 -12 has begun with a positive note with the selling prices of Newsprint having witnessed a significant increase in April-June, 2011 quarter. However, there is so far no respite in the cost of inputs i.e. raw materials and coal.

The Company has since received SEBI observations on the Draft Letter of Offer for the proposed Right Issue of Equity Shares of upto Rs.50 Crores and is now gearing up to launch the same shortly. This would significantly help the Company bridge the Working Capital deficit. In addition, the Company has also tied up new Term Loans aggregating to Rs.210 Crores for refinancing of all the existing Term Loans, funding the Capex projects with quick pay back period and the deficit in Working Capital. The moratorium period of two years and also the extended repayment schedule in the new Term Loans would certainly reduce the liquidity crunch being faced by the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company continues to be conscious about its social responsibilities towards the public living within the vicinity of its Mills. Apart from imparting regular health check facilities for the community in the nearby villages, distributing free medicines to the needy, the Company supplies free Drinking Water on a regular basis to the nearby villages.

The Company has opened a modern English Medium School to impart quality education to the students in the vicinity. In addition, the Company also undertakes various community welfare jobs as and when needed.

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

The Directors hereby confirm that: -

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

2. 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 the end of the financial year and of the profit of the company for that period;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for- safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a "going concern" basis.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year under review.

LISTING OF SHARES

Equity Shares of Company are listed on Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The Company has duly paid listing fees to the stock exchanges.

DIRECTORS

During the year under review, Shri V. D. Bajaj has ceased to be Executive Director of the Company on close of working hour on 8th January, 2011.

During the year under review, Shri M. P.Taparia resigned on 30th September, 2010 due to his personal commitments.

The Directors place on record their appreciation of the valuable contribution made by Shri V. D. Bajaj & Shri M. P. Taparia during their tenure as Directors and members of various Committees of the company.

Shri P.S.Maharaj was appointed as Additional Director and Executive Director vide resolution by circulation dated 16th December, 2010. Shri P.S.Maharaj holds the post of director till the date of ensuing Annual General Meeting. The Company has received notice u/s 257 of the Companies Act, 1956, from a member proposing candidature of Shri P.S.Maharaj for the post of Directorship of the Company.

Shri Sudarsharv Somani, Shri Haigreve Khaitan and Shri S.Doreswamy are retiring by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished as Annexure - I to this Report and forms part of it.

PARTICULARS OF EMPLOYEES

During the year under review no employee has drawn remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended to date.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

Report on Corporate Governance is made part of this Annual Report as Annexure - II and Management Discussion and Analysis Report as Annexure - III.

As required by the Listing Agreements, the Certificate of Auditors on Corporate Governance compliance is also annexed to this Annual Report.

The Certificate from CEO/CFO was placed before the Board of Directors at the meeting held on 25th May, 2011.

CASH FLOW STATEMENT

As required under clause 32 of the listing agreement with the Stock Exchanges, the Cash Flow Statement is attached to the Balance Sheet.

AUDITORS

The present Auditors of your Company, M/s. Haribhakti & Co., Chartered Accountants hold office until the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS' REPORT

The Notes to accounts, forming part of Balance Sheet as at 31st March, 2011 and Profit & Loss Account for the year ended on that date, referred to in the Auditors' Report are self explanatory.

COST AUDIT

The cost accounting records maintained by the company are subject to audit by the qualified Cost Auditors. Your Company has appointed Shri Narottam Tola, a qualified Cost Accountant for conducting the audit of cost account records for the year ended 31st March, 2011 and the Cost Audit report will be submitted to the Ministry of Corporate Affairs, Government of India in due course. The Cost Audit report for the year ended 31st March, 2010 was filed on 16th September, 2010 i.e. well within the due date i.e., 30th Sept., 2010.

INDUSTRIAL RELATIONS

The industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

The Directors wish to place on record and acknowledge their appreciation and gratitude for the continued co-operation and support received from the Central Government, the State Government of Gujarat, Regulatory Bodies, participating Financial Institutions and Banks, Customers, Suppliers and Dealers. The Directors take this opportunity to express their appreciation towards the dedication, commitment and teamwork shown by employees. Your Directors further thank the fraternity of Members/ Shareholders for their continued confidence reposed in the management of the Company.

By Order of the Board

S. K. BANGUR CHAIRMAN

Place : Mumbai Date : 25th May, 2011


Mar 31, 2010

The Directors are pleased to present the 19th Annual Report and the Audited Accounts for the Financial Year ended 31st March 2010.

FINANCIAL RESULTS

(Rs. in lacs)

Year Ended Year Ended 31.03.2010 31.03.2009

Sales (Net of Excise Duty) 30,911.72 34,222.03

Other Income 581.95 452.87

Profit before Interest and Depreciation (108.10) 2,200.99

Less: Interest & Lease rent 3,241.56 3,620.12

Profit/(Loss) before Depreciation and Tax 3,349.66 (1,419.12)

Less: Depreciation 3,464.08 3,435.28

Less: Current Tax (Fringe Benefit Tax) - 17.00

Less: Deferred Tax (1,149.18) (2,144.31)

Net Profit / (Loss) (5,664.56) (2,727.09)



DIVIDEND

In view of the loss suffered by the Company during the year under review,the Company is not in a position to pay any dividend.

PERFORMANCE DURING 2009-10

The historic recession which had embraced worldwide economy in the 2nd half of F.Y.2008-09 continued its effect on the demand and consumption of Newsprint in the year under review also. The Company had to resort to supply management and also had to shift a part of production to Writing & Printing varieties so as to ease pressure on Newsprint. As a result, the saleable production during the year under review was 1,04,931 MT (including 33,082 MT of Writing & Printing paper) against 1,24,509 MT (including 81 MT of Writing & Printing paper) during 2008-09. The capacity utilization during the year was lower at 80%. The Company registered a sales volume of 1,19,395 MT (including 30,003 MT of Writing & Printing Paper) as against 1,09,111 MT (including 2,584 MT of Writing & Printing paper) in 2008-09. The stock of finished goods which was 19,939 MT in the beginning of the year came down to 5,472 MT as on 31.03.2010.

The major impact on the profitability of the Company during the year is due to substantial dip in the capacity utilization, continued pressure on selling prices and not adequate and matching respite in the cost of inputs. However, the Company continued its efforts to optimize the operating and productivity parameters at the mills.

The situation on the international front was also no different and especially countries like USA, Canada, Europe etc. continued to see negative growth and therefore had to resort to production cuts and shutting down of the uneconomic plants. However, from January – March, 2010 quarter there was some upward movement in the international prices of Newsprint, which brought back the hope of the bottoming up of the declining trend.

Inspite of the adverse condition as stated above, the Company met all its debt repayment obligations successfully. However, with a view to strengthen its financials, the Company plans to come out with a Rights Issue of Equity Shares of upto Rs.50 crores for which necessary steps have been initiated.

CURRENT YEARS PROSPECTS AND FUTURE PLANS

The consumption of Newsprint is directly linked to the growth in the economy. Fortunately, Indian economy showed a positive GDP growth of 7.5% in the F. Y. 2009-10 and it is expected to grow at about 9% during the F. Y. 2010-11. The signs of recovery are clearly visible in the growth in manufacturing and service sectors. The flow of advertisement has improved both from the Government sector and also the promotional advertisements from the Corporate sector. This has helped in increasing back the pagination of the newspapers and magazines and consequently has increased the consumption of Newsprint in India.

Robust demand has helped the international players to push up the prices of Newsprint by about US $ 60/MT from the quarter beginning April,2010. The domestic manufacturers could also get an increase of about Rs.2500-Rs.3000/MT during this quarter. However, this much jump in prices is not sufficient to meet the losses of manufacturers & therefore with continuing growth in demand, it is expected that this trend will continue through-out the year and the Company will be able to optimize the capacity utilization and improve the profitability.

Further, the Company has identified certain low value Capex items with quick payback period which shall improve the productivity at Mills and shall help in improving the profitability of the Company. The Company is in the process of trying up funds for the same.

Besides, the Company is planning to unlock the value of locked assets and for this purpose have identified the following areas:

1. Export of surplus power from the existing power generating facility.

2. Earmarking about 250 acres of land for developing a Special Economic Zone.

RAW MATERIAL

The Company uses eco friendly recycled fibre as main raw material. The blending of purchased pulp is done as per the quality requirement in the final product. The recycled fibre and pulp are sourced from domestic sources as well as from imports. It is heartening to note that world wide awareness for recycling and reuse of the precious fibre is increasing and therefore the recovery percentage of recycled fibre is improving day by day. The Company is duly complying with all the requirements under Hazardous Material (Management, Handling and Transboundary Movement) Rules, 2007.

CORPORATE SOCIAL RESPONSIBILITY

The Company is conscious about its social responsibilities towards the public living within the vicinity of its Mills. The Company continues to impart regular health check facilities for the community in the nearby villages and distribute free medicines to the needy apart from supplying free Drinking Water on a regular basis to the nearby villages.

The Company has opened a modern English Medium School to impart quality education to the students in the vicinity. In addition, the Company also undertakes various community welfare jobs as and when needed.

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

The Directors hereby confirm that: -

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

2. 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 the end of the financial year and of the profit of the company for that period;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a "going concern" basis.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year under review.

LISTING OF SHARES

Equity Shares of Company are listed on Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The Company has duly paid listing fees to the stock exchanges.

DIRECTORS

During the year under review, Shri Vashu Ramsinghani and Shri Amit Ramsinghani resigned on 31st March 2010 due to their personal commitments.

The Directors place on record their appreciation of the valuable contribution made by Shri Vashu Ramsinghani & Shri Amit Ramsinghani during their tenure as Directors of the Company.

Shri S K Bangur, Shri Virendra Bangur & Shri K L Chandak are retiring by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished as Annexure – I to this Report and forms part of it.

PARTICULARS OF EMPLOYEES

Particulars of employees under Section 217(2A)of the Companies Act,1956 read with Companies (Particulars of Employees) Rules,1975 as amended to date,are furnished as per Annexure-IV

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

Report on Corporate Governance is made part of this Annual Report as Annexure – II and Management Discussion and Analysis Report as Annexure – III.

As required by the Listing Agreements, the Certificate of Auditors on Corporate Governance compliance is also annexed to this Annual Report.

The Certificate from CEO/CFO was placed before the Board of Directors at the meeting held on 29th May 2010.

CASH FLOW STATEMENT

As required under clause 32 of the listing agreement with the Stock Exchanges, the Cash Flow Statement is attached to the Balance Sheet.

AUDITORS

The present Auditors of your Company, M/s. Haribhakti & Co., Chartered Accountants hold office until the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS REPORT

The Notes to accounts, forming part of Balance Sheet as at 31st March 2010 and Profit & Loss Account for the year ended on that date, referred to in the Auditors Report are self explanatory.

COST AUDIT

The cost accounts records maintained by the company are subject to audit by the qualified Cost Auditors. Your Company has appointed Shri. Narottam Tola, a qualified Cost Accountant for conducting the audit of cost account records for the year ended 31st March 2010 and the Cost Audit report will be submitted to the Ministry of Corporate Affairs, Government of India in due course.

INDUSTRIAL RELATIONS

The industrial relations continued to remain cordial throughout the year under review except during the period from 12.1.2010 to 7.2.2010 when empoyees unions were on strike for wage revision and production suffered. However, despatches of finished goods continued even during the strike period. The management has entered into a long term settlement with the employees unions assuring complete industrial peace and harmony.

ACKNOWLEDGEMENT

The Directors wish to place on record and acknowledge their appreciation and gratitude for the continued co-operation and support received from the Central Government, the State Government of Gujarat, Regulatory Bodies, participating Financial Institutions and Banks, Customers, Suppliers and Dealers. The Directors take this opportunity to express their appreciation towards the dedication, commitment and teamwork shown by employees, which has contributed in taking the Company on the path of prosperity. Your Directors further thank the fraternity of Members/Shareholders for their continued confidence reposed in the management of the Company.

By Order of the Board

Place: Mumbai S. K. BANGUR Date: 29.05.2010 CHAIRMAN