Directors Report of Nath Industries Ltd.

Mar 31, 2024

We have the pleasure in presenting the 42^nd Annual Report of the Company and the audited statement of accounts for the year ended 31^stMarch, 2024.

FINANCIAL PERFORMANCE

A summary of the financial results is given below:

(Rs. Tn Crores)

FINANCIAL RESULTS
Particulars	Year Ended
Particulars	31.03.2024	31.03.2023
Total Income	325.22	414.12
Profit before Interest & Depreciation	16.92	12.36
Interest & Depreciation	16.15	12.14
Profit before Tax	0.77	0.22
Provision for Taxes	0.28	-2.45
Surplus for the year	0.49	2.67
Other Comprehensive Income	1.57	-3.84
Total comprehensive Income for the year	2.06	-1.17
Earnings per Share (Rs.)	0.26	1.41

REVIEW OF OPERATIONS

The company is operating mainly two segments

1) Paper and

2) Industrial Chemicals.

The Company achieved Total Income of Rs. 325.22 Cr as compared to Rs. 414.12 Cr recorded in previous year. The fall in turnover was because of lower utilization of capacities due to shutting downs of plants for Capacity Expansion, Modernization and Energy Saving Projects undertaken by the Company.

We are pleased to inform to the stake holders that as all the projects undertaken by the company have successfully been implemented and the company is going to have very good results in the ensuing year.

The projects under taken by the company for Rs 90 Crores outlay consisted mainly of the expansion of capacity and cost reduction projects viz

a. Installation of co-generation power plant of 2 MW unit Rama Paper,

b. Enhancement of sulphuric acid manufacturing capacity from 280 TPD to 500 TPD and installation of 3.3 MW Turbine,

c. Installation of efficient online coating machine with capacity of 9000 TPD p.a. and

d. Installation of pulping street offering flexibility in uses of raw materials

All the above projects were completed in last quarter of the year and now operational at its planned capacities.

For implementation of above projects, synchronization with existing set up, trial runs and addressing initial teething issues, the plants were required to shut down frequently which impacted the performance of the company. Revenue from operation was decreased from Rs. 414.12 Cr to Rs. 325.22 Cr. However, despite drop in turnover, under utilisation of its capacities, and under recovery of overheads, the company was able to record Profit Before Tax of Rs. 0.77 Cr as against Rs. 0.22 Cr recorded in previous year.

Apart from the projects, the operations of Paper Divisions were also impacted due to continuation of war between Russia-Ukrain and freshly broken out war between Iran-Israel. The sanctions placed by United Nations and European Nations resulted in weak global demands which adversely impacted industries in India having exports. Similarly, the sanctions also resulted in short supply of few commodities, sudden increase in ocean freights, refusal by insurance companies to take risk exposure on middle east route disrupted the scheduled supplies which adversely impacted supply chain. It was a double whammy situation which also impacted operations as well as the margins. Further the measures taken across the world to control inflation also resulted in decrease in consumption which also led to reduction in demand. Increase in interest rates also further added to demand cycle adversely. Mismatch in supply and demand also resulted in pressure on margins.

In Chemical Unit, Company has successfully commissioned new plant of Sulphuric acid manufacturing with capacity of 320 TPD by replacing old plant of 100 TPD capacity and now the total capacity of sulphuric acid manufacturing is 500 TPD. The commissioning of new plant involved dismantling of existing plant and installing a new plant for which the operations of plant no. 1 were shut for almost 9 months. Company has also installed 3.3 MW turbine in the place of 2 MW Turbine, which will generate electricity from the steam generated in manufacturing process sufficient enough to fulfil the electricity requirement of chemical unit. With 500 TPD capacity, Unit will have surplus steam which can be exported to paper division or can be exported as Green Energy to other companies. This will bring additional revenue to the company.

Despite all these odds, company is profitable and generating profits because of its customised product offerings, flexibility in manufacturing profitable product mixes and ability to use different variety of raw material mix. Installation of co-generation power plant in Unit Rama Paper will substantially reduce the requirement of electricity from grid. Installation of 3.3 MW turbine will make electricity requirement from grid of Unit Nath Chemical virtually zero and it will have surplus steam and power which can be exported to paper division or exported to others as green energy.

The continuous efforts in research and developments in its customised paper product offerings have resulted in global demand for its paper. Company has accredited with âTWO STAR Export Houseâ by the Directorate General of Foreign Trade in recognition of its export performance. Company is again honoured with âExport Excellence Awardâ Gold for FY 202021 and Silver for FY 2021-22 in Multi Product (Non-MSME) category by Federation of Indian Export Organization, Western Region. Company is recipient of this award for 4 consecutive years.

PAPER DIVISION

Despite planned shutting downs of paper plants for installation of Co-generation power plant, installation of new coating machine, new pulping street and challenges in supply chain management because of on-going wars between Russia-Ukrain and Israel-Iran, the paper division has recorded total income of Rs. 267.82 Cr as against the turnover of Rs. 304.63 Cr recorded in previous year. The war posed challenges in the form of sudden increase in ocean freights, denial of marine and other insurance coverages by the insurance companies to some countries which resulted in postponement of despatch schedules.

However things are normalized now and company is witnessing revival of demand in both domestic as well as overseas market.

CERTIFICATIONS

Certifications and awards do have a significant impact on a company''s Growth journey. reflecting its credibility, and reputation. On its continued journey to achieve Excellence, Company is awarded the status of 2 Star Export house. At the same time Companyâs compliances of sustained Eco friendly and Save Environment moves dedicated to afforestation have, persuaded the World forestry organization FSC COC to continue the validation for following code of conduct for its products quality. In order to match the Global standards of procedure the company adheres to ISO 9001:2015 and 14001:2015

The excellence in quality of products has crowned your company to receive âExport Excellence Awardâ- Gold in Multi Products Category for three years consecutively for year 2018-2019, year 2019-2020 and year 2020-2021. More proudly the company placed itself in a Global leadership position in related segments.

PRODUCTS AND NEW PRODUCTS LAUNCH

Companyâs existing products range of Absorbent Kraft , Bag Kraft ( Mac D) , MG White Tissue , Colour tissue and Gift Tissue are well established and has Global acceptance. This year company proposes to launch a niche grade in Absorbent kraft to be named as Diamond to fill in the space created by shifting of countryâs few premiere producers to other areas. Good margins and an edge over quality along with vital growth is assured with our presence in this segment. Last year your company had successful launched the kraft for square bottom paper bags named as Mac D to support stateâs ban on Single use Plastic movement. The Mac D Kraft/ Shoppers Bags Kraft are now well accepted.

Other product produced by Company such as One Time Carbon Base Paper and print Transferring Base paper are already well accepted and moving in Global markets.

Unstoppable move and continuous Research & Development work in laboratory to evaluate and develop new products is scheduled to come out with new elite products like Gold Rust and Masking paper, Protection paper by this year end or early 2025, are slated only to bring higher revenue and reputation to the company.

MARKETING STRATEGIES

Plans of action set to achieve specific business goals and objectives is all time vision for Companyâs Marketing strategies to promote and channelise itâs policy to increase the sales and revenues and attain sustainable advantage in markets. Consistency in productâs quality and sales after service per excellence contribute an important role in expanding and retaining the market share. Companyâs Marketing strategies are mainly based on following three steps -

> Product: We develop the products that meet customer /consumer needs.

> Price: prices are designed to balance revenue and affordability to meet level playing field.

> Promotion: Through strong and dedicated distribution network and other media partners.

The global paper industry is expected to grow at a compound annual growth rate (CAGR) of 3.80 % from 2024 to 2032. Increasing demand for paper packaging and other segments is expected to increase due to the growth of e-commerce as well as the other solutions.

We are on leading position in domestic market and more focused on expanding export markets for our products like Absorbent Kraft, White Tissue and Colour Tissues and M G Kraft from South East Asian countries, Middle East to Africa, Europe and South America and encash the maximum potential of industrial and commercial growth in these regions.

Companyâs products Absorbent Kraft and Gift wrap Tissues and their synergic components are heading to capture a sizable part of the phenomenal growth in international demand. The growth in demand of Laminates and Decorative laminates is estimated to USD 12.50 Billion between 2024 to 2028.

CHEMICAL DIVISION

UNIT-NATH CHEMICAL

Chemical industry also faced the adverse impact of rising interest rates, inflation, melting down global demand and Unit Nath Chemical was no exception. The products produced by Unit Nath Chemical are mainly used in agro-chemicals, fertilizers, dyes and pigments, pharmaceuticals, textile and various industries. Agro chemical, fertilizers, textiles industries were badly impacted in FY 23-24. Dumping of chemicals and textiles by China resulted in reduction of export of chemicals, textiles and other products which in turn also impacted demand for our product. Because of slow-down in demand and over supply, prices of chemicals were impacted.

Unit Nath Chemical has successfully completed the project undertaken viz increasing Sulphuric Acid manufacturing capacity from 280 TPD to 500 TPD and also replaced its 2 MW Turbine with advance and efficient turbine of 3.3 MW. Enhancement in acid manufacturing capacity with installation of efficient and high capacity turbine has fulfilled power requirement of Unit Nath Chemical. It has virtually made Unit Nath Chemical a Power Surplus unit.

Enhancement in manufacturing capacity has also resulted in surplus steam generation even after meeting its steam requirement and conversion of steam into power to meet its power requirement. The surplus steam which is also in significant quantity can be exported as Green Energy which will add to its revenue and profitability significantly.

DIVIDEND

The Board of Directors have not recommended Dividend for the Current year due to conservation of profit for the future operations and continued investments.

TRANSFER TO RESERVES

The Board of Directors have decided not to transfer any amount to the Reserve for the Current Year.

SUBSIDARY COMPANY, JOINT VENTURE OR ASSOCIATE COMPANIES

As on 31.03.2024, Company doesnât have any Subsidiary, Joint Venture and Associate Company.

PUBLIC DEPOSIT

The Company has not accepted deposits from the public during the financial year under the review within the meaning of Section 73 of the Companies Act, 2013, read with companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN

The company is having website i.e. www.nathindustries.com and Annual Return in form no MGT-9 of the company has been published on website and form part of the Boards Report in Annexure-I.

CORPORATE GOVERNANCE

The Company has adopted best corporate practices and committed to conducting its business in accordance with the applicable laws, rules and regulations. The Companyâs Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of integrity in decision making. A separate Report on Corporate Governance together with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report and given in Annexure-II.

NUMBER OF MEETINGS HELD DURING THE YEAR

A total Six Board Meetings were held during the financial year 31^st March 2024. The names of the members of the Board, their attendance at the Board Meetings is given in Para 2 of Annexure-II.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR liability for the FY 2023-24 is NIL because of non-applicability of provisions laid down in Section 135 of the Companies Act 2013. However Company is still active as far as the CSR initiative undertaken in earlier years by reviewing the CSR activities carried out by the implementing agency. No amount is unspent on account of CSR as on 31^st March 2024.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directors'' Report, is given in Annexure-IV.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made there under, Ms Nupur Lodwal (DIN 10150318) Director of the Company, shall retire by rotation at this Annual General Meeting and being eligible, offer herself for re-appointment, for which necessary resolution has been incorporated in the notice of the meeting. The Board of Directors recommends the re-appointment of Ms Nupur Lodwal as a Director of the Company.

Mr Kashinath Iyer Ganapathy was appointed as an independent director of the Company pursuant to Section 149 of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (âthe Appointment Rulesâ) by the Board, effective 21.03.2020, to hold office up to 20.03. 2025. The members at the AGM held on 30.09.2020 had approved the same. He is due for retirement from the first term as an independent director on 20.03.2025. The Nomination and Remuneration Committee (NRC), after taking into account the performance evaluation of Mr Kashinath Iyer Ganapathy during his first term and considering his knowledge, expertise, experience and substantial contribution and time commitment, has recommended to the Board his reappointment for a second term of 5 (five) years.

Based on the recommendation of the NRC, the Board, recommended the reappointment of Mr Kashinath Iyer Ganapathy as an independent director, for your approval for a second term of 5 (five) years effective 21.03.2025, to 20.03.2030 (both days inclusive).

The Company has received declarations from all the Independent Directors of the Company in terms of Section 149(7) of the Act, confirming that they meet criteria of independence as prescribed under section 149(6) of the Act and Regulation 25 of SEBI Listing Regulations, 2015.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 134 (3) (c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the year ended March 31, 2024, the applicable Accounting Standards have been followed and there are no material departures from the same;

b. The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31,2024 and of the Profit of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts of the Company on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the necessary disclosures have been annexed as âAnnexure-Vâ of the Directors Report.

None of the employee including Whole Time Director of the company have received remuneration more than the limit set out in Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014,

EVALUATION OF BOARD

The Board of Directors have evaluated the performance of all Independent Directors, NonIndependent Directors and its committees viz Audit Committee, Nomination and Remuneration Committee, Compliance Committee and CSR Committee. The Board deliberated on various evaluation attributes for all Directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Companyâs Business and operations. The manner in which the evaluation was carried out is mentioned in the Corporate Governance Report.

INTERNAL CONTROL SYSTEM

Internal Control System consist of policies and procedures designed and adopted to ensure correct and timely reporting of financial information, accuracy and completeness of accounting records, legal and statutory compliances, safeguarding of assets, prevention and detection of frauds and validation of Information Technology Security controls. The Company remains committed to have robust and effective internal control mechanism across all plants and offices that provides assurance of existence and effectiveness of internal control system.

The Internal Control System is in existence, implemented and effective is checked by the external team of Independent Auditor appointed by the Company. Observations and findings on internal control system is regularly shared by the Auditor and the same is reviewed by the Audit Committee. During the year, no major irregularity or deviation from the defined Internal Control System was observed and the Audit Committee has concluded that Internal Control System is implemented and effective.

The information about the Internal Control System and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has always strived to conduct its business fairly, ethically and with integrity. In line with this belief, the Company has in place Whistle Blower Policy Vigil Mechanism in compliance with the provisions of Sec 177(9) and (10) of the Companies Act 2013, for the Directors and employees to report their genuine concerns or grievances related to actual or suspected fraud, unethical and corrupt behaviour, or violation of Companyâs code of conduct or Ethical Policy and any other incidence or event which would be detrimental to the interest of the company. The Vigil Mechanism Policy is uploaded on the website of the company at www.nathindstries.com.

During the year, no person has been denied access to the Audit Committee.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance policy as far as sexual harassment of women at work place. The Company has a documented policy as required under the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act 2013. The Company has Internal Complaints Committee (ICC) at its work place to redress the complaints of women employees.

During the year, no complaint is filed with Internal Complaints Committee. Further no complaints are pending as on 31^st March 2024.

RISK MANAGEMENT POLICY

The Board of Directors have designed risk management policy in compliance to the provisions of Section 134(3) of the Companies Act, 2013. It helps in identification of risk, assessment of impact of risk and mitigation thereof. The implementation of Risk Management Policy helps in timely and corrective decision making and minimising the risk. The risk management policy is monitored, reviewed and revised to meet the strategic, operational and other goals set by the Company. Risk Management Policy of the Company is given in Annexure IV of the Annual Report.

STATUTORY INFORMATION

The Company is basically into the Paper and Chemical business and is the member of BSE Platform.

STATUTORY AUDITORS

The members, in the 41^st Annual General Meeting held on 29^th September, 2023, appointed M/s N R Agrawal & Co, Chartered Accountants, Mumbai (having Firm Registration No.100143W) as Statutory Auditors of the Company for a period of five years upto the conclusion of the 46th Annual General Meeting .

COST AUDITOR

The Board has appointed M/S RAJA DUTTA & CO, Cost Accountants (Firm Registration no. 101555, Membership no-30063, PAN no- AJDPD6775F) Daman for the financial year 2024-25. Company has maintained Cost record and conducted cost audit as specified by Central Government under Section 148 (1) of Companies Act, 2013.

SECRETARIAL AUDITOR

The Secretarial Audit for the FY 2023-24 was carried out by Ms. Neha P. Agrawal. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report forms the part of this report and annexed in Annexure-VII.

AUDITORS REPORT

The notes referred to by the Auditors in their report are self-explanatory and do not call for further explanation except with reference to the observation of auditors regarding transfer of title deeds of the amalgamating companies viz Nath Industrial Chemicals Limited and Nath Pulp and Paper Mills Limited. The company hereby informs that the legal formalities for transfer of titles deeds are already submitted to the concerned authorities and transfer formalities are under process.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Corporate Governance Report contains relevant details on the nature of Related Party Transactions and the policy formulated by the Board on materials Related Party Transactions.

During the year, Company has not entered into Contracts or arrangements which were material in nature and which may have conflict with the interest of the Company with Promoters, Key Managerial Person of other as referred to in Section 188(1) of the Companies Act 2013. Transactions carried out with related parties were carried out in the course of business and at Arms Length Prices are disclosed in Notes to Accounts of the Financial Statements. Since the transactions were carried out at Arms Length Prices, provisions relating to filing of form AOC-2 is not applicable.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Disclosure regarding loans given or guarantee provided or Investment made during the year as required under the provision of Sec 186 of the Companies Act, 2013 are given in Notes to the Financial Statements.

INSURANCE

All the properties and the insurable interest of the Company including building, plants and machineries and stocks wherever necessary and to the extent required have been adequately insured.

RESEARCH & DEVELOPMENT

The Company believes that âChange is the only thing which is permanent in lifeâ. Continuous Research in the field of product development, cost reduction has helped the company in establishing itself as a leader in the field of Customized Speciality paper manufacturers, meeting the desired quality within permissible cost budgets.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R& D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out below:

(A) Conservation of Energy

Various measures were taken by the Company for conservation of energy and reduction of demand from grid power by aligning the various processes. The broad measures undertaken by the company are as under:-

i. Installation of 3.3 MW Turbine in Unit Nath Chemical which converts steam generated during the manufacturing process into power and the same is used captively. With the increased capacity of 500 TPD, the steam generation is high and the steam is surplus even after meeting the steam and power requirement of the Unit.

ii. Significant surplus quantity of steam is left with Unit Nath Chemicals even after meeting its power requirement. The same can be exported as green energy to others.

iii. Installation of 1 MW solar at Power Plant at Unit Nath Paper has generated 20,48,630 units in last year.

iv. Installation of co-generation power plant in Unit Rama Paper has also reduced the electricity requirement from Grid.

(B) Technology Absorption and Research Development

Being the manufacturer of specialty and customised papers, continuous research and development is an integral part of the Companyâs business. R & D used in variety of spheres such as developing new grades of paper, manufacturing within permissible cost budget, achieving operating efficiencies etc. New Pepsi Pulping street commissioned in the previous financial year has brought the desired benefit in selection of raw materials and reduced dependency on imported waste paper.

(C) Foreign Exchange Earnings and Outgo

The Company has incurred the following expenses in foreign currency during the financial year 2023-24. The rupee equivalent of that amount has been given hereunder:

Particulars	Rs. In Crores
Total Earnings	42.17
Total Expenditure	78.79

ACKNOWLEDGEMENT

The Board of Directors place on record with appreciation, the co-operation and unstinted support received from its Employees for commendable performance in the target sets by the Company in challenging times. The Board of Directors also express their sincere thanks to all the Customers, Suppliers, Bankers, Regulatory Authorities, Stock Exchange and Business Associates for their unconditional support. The Board of Directors acknowledges your confidence and continued support and looks forward for the same in future as well.

For and on behalf of the Board, Akash Kagliwal

Place: Mumbai Managing Director

Date: 26.08.2024 (DIN:01691724)

Mar 31, 2023

We have the pleasure in presenting the 41^th Annual Report of the Company and the audited statement of accounts for the year ended 31^stMarch, 2023.

FINANCIAL PERFORMANCE

A summary of the financial results is given below:

FINANCIAL RESULTS
Particulars	Year Ended
Particulars	31.03.2023	31.03.2022
Total Income	414.12	423.18
Profit before Interest & Depreciation	12.37	27.46
Interest & Depreciation	12.14	11.17
Profit before Tax	0.22	16.29
Provision for Taxes	-2.45	-0.36
Surplus for the year	2.67	16.65
Other Comprehensive Income	-3.84	-1.80
Total comprehensive Income for the year	-1.17	14.85
Earnings per Share (Rs.)	1.41	8.76

REVIEW OF OPERATIONS

The company is operating mainly two segments

1) Paper and

2) Industrial Chemicals.

The FY 2022-23 was adversely affected by the impact of Russia-Ukrain war, rising interest rate, rising inflation and the measures taken by the various countries to control the inflation. All these factors resulted in sluggish demand across the globe, unprecedented uncertainties and erratic price movements in raw material prices. The company was able to pass on the increase in prices of raw material to a major extent because of its customised and specialty product portfolio.

The efforts taken by the company in establishing its foot prints in exports market were got recognised and rewarded by the Federation of Indian Exporters Organization -Western Region (FIEO). The company is glad to inform you that the company received Export Excellency Award in Multi Product (Non-MSME) -Gold for 2 consecutive years i.e. FY 201819 and FY 2019-20.

Amid the uncertainties and weak global sentiments, the company is glad to announce that the company undertook various expansions projects involving capital outlay of over 75 Cr in FY 202223. The proj ects include installation of Co-generation Power Plant and installation of Pulping street in Unit Rama Paper, increasing the manufacturing capacity of Sulphuric Acid from 280 TPD to 500 TPD in unit Nath chemicals and installation of online coating paper machine in unit Nath paper. All the projects were progressing well as per the expected timelines in FY 2022-23. All the projects will be completed in Q2 of FY 2023-24.

The expansion projects required shutting down of existing plant for replacement and synchronization with the existing set up in Q3 and Q4 of FY 2022-23 which resulted in underutilization of capacities. Despite that, the company achieved the total income of Rs. 414.12 Cr as against the turnover of Rs. 423.17 Cr in previous year. However, under-utilization of capacities due to shutting down of plants for expansion resulted in lower recoveries of fixed overheads and impacted the profit margin in FY 22-23.

PAPER DIVISION

Paper division was able to achieve total income of Rs. 304.63 Cr FY 2022-23. The share of export sales was Rs. 62.61 Cr. The company was able to maintain its share of exports of over 20 % in FY 22-23 despite weak global demand especially from European Countries. At present, the company is exporting its paper products to around 22 countries and demand graph is on continuous rise from the export market.

UNIT- RAMA PAPER

The company has invested over 24 Cr in setting up of co-generation power project which is being commissioned in FY 2023-24. The benefits and results of cogeneration power plant will start flowing from mid of FY 2023-24.

Since 2020 after a break out of covid-19 and thereafter several other global events, the paper industry depending on imported recycled waste paper witnessed high volatility in the prices and availability of imported raw materials. On various occasions, mismatches in demand and supply increased the prices of imported raw materials manifolds. To overcome the dependency on imported waste papers, the unit Rama paper has successfully completed installation of a new Pulping Street which offers flexibility in using variety of raw material mix which will reduce dependency on particular grade of imported waste paper. Based on the options and availability, company will able to choose right mix which will help in controlling the material cost.

Unit Rama Paper achieved turnover of Rs. 148.34 Cr as against the turnover of Rs. 133.41 Cr recorded in previous year because of its customized specialty paper portfolio. The share of export sales increased to Rs. 50.82Cr from Rs. 39.32 Cr and the unit is witnessing good demand from the export markets.

CERTIFICATIONS

It is endeavor of the company to maintain high quality standards and base on that the company could get a proper validation of its certificates under ISO certifications of 9001:2015 and 14001:2015.

Likewise the steady compliances of sustained high norms of Eco friendliness and Save Environmental moves have, persuaded the World forestry organization FSC COC to continue the validation for code of conduct of our quality and Global acceptance of products.

PRODUCTS AND NEW PRODUCTS LAUNCH

Last year your company had successful launch of kraft for square bottom paper bags named as Mac D under Ban Single use Plastic movement by Government. The Mac D Kraft is well stablished and accepted in the market. The company is committed to support SAVE ENVOIRONMENT

movement and has decided to develop high strength CARRY BAGS / SHOPPERS BAGS to discourage the use of plastic and Non-woven bags.

Other products produced by Company like Absorbent Kraft, M G White and Colour Tissues. (Gift wraps) M G Kraft and One Time Carbon Base Paper are already well accepted and moving in Global markets very well. The excellence in quality of these products has led your company to receive Export Excellence Award in Multi Products Category for the year 2018-2019 and year 2019-2020. It is a matter of pride to announce that Company has attained a Global leadership position in related products segments.

A rigorous R & D work is on in Companyâs laboratory to develop other related products to Absorbent Kraft like Gold Rust and Masking paper which will be launched by the early 2024 are bound to give an Edge in the market and a good contribution in revenue.

MARKETING STRATEGIES

Effective Marketing strategy is an organizationâs strong promotional channel to increase its sales and achieve sustainable competitive advantage within its markets. Consistency in productâs quality and service per excellence plays a vital role in expanding and securing the market share.

The annual growth in worldwide production of Paper and Paper boards is estimated at rate of 7.5% which means the Global demand for various paper and paper boards is likely to achieve the target of USD 245 billion by 2027 .

Along with leading position in domestic market. Company has expanded itâs export markets of Absorbent Kraft, White Tissue and Colour Tissues and M G Kraft from South East Asian countries to Europe and South America. The new markets recently added to this segment are Egypt, Guatemala, Argentina, Brazil and Mexico.

Companyâs leading product Absorbent Kraft and itâs synergic products are set to crack the phenomenal growing demand of Building Decorative Material in international market and have itâs maximum share. The growth in demand of High-Pressure Laminates and Commercial Decorative laminates is estimated to USD 11.75 Billion between 2023 to 2028.

Continuous innovations and R&D works to upgrade and improve the quality of products do contribute a lot to secure the new market spaces. It is matter of pleasure to state that a large and well-knit distribution network in the country and overseas locations build concrete foundation for marketing companyâs products.

UNIT -NATH PAPER

Despite all the adverse global scenario your Companyâs Unit-Nath Paper has produced 28,957 MT of Core Board and Thermal Paper 2943 MT.

Unit Nath Paper has achieved total income of Rs. 156.29 Crores by selling 28,648 MT of Core Board and 2,919 MT of Thermal Grade Paper.

During the year, various measures were undertaken by your company to enhance product efficiency & production capacity. Company has commissioned new coating machine (double side coating). This will enhance the present capacity of production of thermal paper from 300 mt per month to 600 mt per month. The new coating machine will provide a double-edge benefit to the company, i.e by reducing the chemical consumption and by enhancing the production capacity. Further existing coater may be used making chromo or calendar paper, which may further enhance the profitability of the company in the coming years.

The Companyâs capital investment will help in reducing power consumption and increase in the production capacity of the Thermal paper in the coming years.

Companyâs 1 MW solar power on OPEX model has become operational during the current financial year. Company could generate 1.90 million kwh from solar power. This measure has helped the company to reduce energy costs.

PRODUCTS

Unit-Nath paper is producing high GSM Core Boards and Thermal Paper, which are well received in the market.

â¢ Core Board is used for manufacturing of paper tubes used by textile and plastic films manufacturing industry. Company is producing Core Board TTP 500 & TTP 600 grade.

â¢ There is a good demand for paper bags with the ban on plastics, hence we have developed Bag Paper, which in the coming year will also become one of our major products.

â¢ Thermal Paper is firmly established in many areas of daily life with a wide range of applications like ATM Rolls, Cash Deposit Kiosks, Point of Sales Receipts, Cash Registers, Movie Tickets, Bus Tickets, Parking Slots, and Toll Tickets etc. This technology provides speedy, reliable, economical, and high-definition images.

MARKET

Companyâs higher GSM Core Boards and Thermal Paper is well accepted in the market. Demand for both these grades is growing constantly. Domestic market for manmade fibre has been growing rapidly and many expansions are in the pipeline. TTP 500 and TTP 600 grade used in POY/FDY paper tubes & plastic films. The Company also manufactures a specialty grade paper called Thermal Grade Paper, used for fax machines, ATMs & POS machines. The company has high quality products and competitive rates.

The Company is expanding its overseas market also. And exporting its products to countries like China, Thailand, Sri Lanka & Middle east.

CHEMICAL DIVISION UNIT-NATH CHEMICAL

The chemical division of your company continues to be very flexible in its product mix which gives it an advantage to shift the products based on the market demands.

The chemical segment sold 1,06,884 MT of its products and the total turnover during the year for the chemical unit was Rs 104.63 Crores.

We are also pleased to inform that expansion plan undertaken by the company to expand its Sulphuric acid capacity from 300 MT per day to 500 Mt per day is completed. Along with it has also commissioned a power turbine for a capacity of 3.2 MW which will help to reduce its power expenses substantially.

DIVIDEND

In view of the proposed growth plans, the Directors have not recommended dividend for the financial year 2022-23.

TRANSFER TO RESERVES

The Company has not transferred any amount from profit to general reserves.

SUBSIDARY COMPANY

The Company does not have any subsidiary.

PUBLIC DEPOSIT

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form No. MGT-9 shall form part of the Boards Report in Annexure-I.

CORPORATE GOVERNANCE

A separate statement on Corporate Governance together with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report are given in Annexure-II.

NUMBER OF MEETINGS HELD DURING THE YEAR

The details of all the meetings of Board of Directors and the Committees, which have taken place during the year and their details along with their attendance, is given in Para 2 of Annexure-II.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the Provisions of Sec 135 of the Companies Act, 2013 related to Corporate Social Responsibility (CSR), the amount of CSR required to be spent for the FY 2022-23 is Rs. 38.00 Lakhs which has already been incurred by the Company. The initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure-III which is part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made there under, Mr Abhay Kumar Jain (DIN 02454426) Director of the Company, shall retire by rotation at this Annual General Meeting and being eligible, offer himself for re-appointment, for which necessary resolution has been incorporated in the notice of the meeting. The Board of Directors recommends the re-appointment of Mr Abhay kumar jain as a Director of the Company.

Mr. Akash Kagliwal (DIN: 01691724) was appointed as Managing Director on the Board with effect from 14th November 2022 and his appointment is approved by shareholders of the company in Extra ordinary General Meeting held on 29.12.2022, in terms of section 161 of the Companies Act, 2013.

Ms. Nupur Lodwal (DIN: 10150318) was appointed as Additional Director on the Board with effect from 31st August 2023 and who holds office till the date of the AGM, in terms of section 161 of the Companies Act, 2013.

Mrs Jeevanlata Kagliwal (DIN: 02057459), Non-Executive Director resigned from the Board of your company with effective from close of business hours on 31st August 2023. The Board places on record its sincere appreciation for the valuable guidance and contribution made by Mrs Jeevanlata Kagliwal in the deliberations of the Board during her tenure.

Mr Akhilesh Kumar Sharma (DIN: 01831269) Executive Director resigned from the Board of your company with effective from close of business hours on 31st August 2023. The Board places on record its sincere appreciation for the valuable guidance and contribution made by Mr Akhilesh Kumar Sharma in the deliberations of the Board during his tenure.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 134 (3) (c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the year ended March 31, 2023, the applicable Accounting Standards have been followed and there are no material departures from the same;

b. The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31,2023 and of the Profit of the Company for that period;

d. The Directors had prepared the annual accounts of the Company on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Disclosures pertaining to remuneration as required Under Section 197(2) of the Companies Act, 2013 and with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directors Report, is given in Annexure-V.

The statement of particulars of employees under section 197(12) of the Companies Act, 2013 and with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided with, as during financial year under review, no employee of the company including Whole Time Director were in receipt of remuneration in excess of the limits set out in the said rules.

EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, CSR and Compliance Committees and its own performance. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

INTERNAL CONTROL SYSTEM

The details in respect of Internal Financial Control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

The company has a robust internal control framework commensurate with the nature, size, risk and complexities of the business. The Companyâs internal control environment ensures efficient conduct of operations, security of assets, detection and prevention of frauds and errors and timely completion of accounting records with accuracy and reliable information.

The company also has appointed the external agency as independent internal auditor to ensure implementation and effectiveness of internal control system. The observations of Internal Auditors are routinely evaluated and reviewed by the Audit Committee. Based on the review and evaluation, the Audit Committee has concluded that the Internal control systems implemented by the company are adequate and effective.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

During the year, your Directors have constituted a Whistle Blower Policy / Vigil Mechanism Policy for the Company to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the code of conduct of the Company as per the provisions of Section 177 (9) and (10) of Companies Act, 2013. The policy reflects the commitment of the Company and its management for maintaining highest ethical standards while undertaking open and fair business practises and culture, implementing and enforcing effective system to detect, counter and prevent bribery and other corrupt business practices. The Vigil Mechanism Policy report has been uploaded on the Website of the Company at www.nathindustries.com. It is affirmed that no person has been denied access to the Audit Committee.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is sensitive to women employees at workplace. As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal Act), 2013, the Company has a documented a policy to ensure safety of women and prevention of sexual harassment.

During the FY 2022-23, no complaint of sexual harassment has been filed nor any complaints are pending at the end of the financial year 2022-23.

RISK MANAGEMENT POLICY

Risk management is an integral component of good corporate governance and fundamental in achieving the Companyâs strategic and operational activities. It improves decision making, defines business opportunities and mitigates the material events that mat impact shareholder value.

The Board of Directors have designed risk management policy for the company which consist of identification of elements of risks which may threaten the existence of the Company as per the provisions of Section 134(3) of the Companies Act, 2013. The detailed policy forms part of the Annual Report and it is given in Annexure IV.

STATUTORY INFORMATION

The Company is basically into the Paper and Chemical business and is the member of BSE Platform.

STATUTORY AUDITORS

Statutory Auditor of the Company M/S Vidya & Co., Chartered Accountants (Firm Registration No. 308022E), Mumbai who have completed five years period of appointment and due to their other commitments, they expressed their inability to continue as a Statutory Auditor of the Company after conclusion of the Annual General meeting to be held on 29th September 2023.

The Board places on record its sincere appreciation for the valuable guidance and contribution made by Statutory Auditor M/S Vidya & Co., Chartered Accountants in their tenure.

The Board has appointed M/s N R Agrawal & Co, Chartered Accountants, Mumbai (having Firm Registration No.100143W) as Statutory Auditors of the Company, who is going to be appointed in this AGM and holds office until the conclusion of the Annual General Meeting to be held in year 2028. The Company has received letter from N R Agrawal & Co, Chartered Accountants, to the effect that their ratification of appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.

COST AUDITOR

The Board has appointed M/S RAJA DUTTA & CO, Cost Accountants (Firm Registration no. 101555, Membership no-30063, PAN no- AJDPD6775F) Daman as a Cost Auditor of the Company for the financial year 2023-24. Company has Maintained Cost record and conducted cost audit as specified by Central Government under Section 148 (1) of Companies Act, 2013.

SECRETARIAL AUDITOR

The Secretarial Audit for the FY 2022-23 was carried out by Ms. Neha P. Agrawal. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report forms the part of this report and annexed in Annexure-VII.

AUDITORS REPORT

The notes referred to by the Auditors in their report are self-explanatory and do not call for further explanation.

With reference to the observation of auditors regarding transfer of title deeds of the amalgamating companies viz Nath Industrial Chemicals Limited and Nath Pulp and Paper Mills Limited, the company hereby informs that the legal formalities for transfer of titles deeds are already submitted to the concerned authorities and transfer formalities are under process.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

No material transaction with related parties were entered into during the Financial Year by the Company with the Promoters, Key Managerial Persons or any other person which may have potential conflict with the interest of the Company. Information on transactions carried out with the related parties are disclosed in the Notes to Accounts accompanying the financial statements.

The transactions with related parties entered were in the ordinary course of the business and were on arms lengthâs basis. Hence filing of Form AOC-2 is not applicable to the company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial statements.

INSURANCE

All the properties and the insurable interest of the Company including building, plants and machineries and stocks wherever necessary and to the extent required have been adequately insured.

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R& D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out below:

(A) Conservation of Energy

As a Energy Conservation Measure, 1 MW Solar Power plant on Opex basic has become operational during the year. It could generate around 19 Lakhs KwH during the year which will reduce the intake from the grid.

The paper manufacturing process requires steam for drying of the paper. Earlier, the requirement of steam was met from the steam generated from the boiler. During the year, the company installed a co-generation power plant consisting of high pressure multi fuel Boiler and Turbine. The high pressure steam will be used in generation of electricity and low pressure steam will be used in manufacturing process. With margin increase in coal consumption, the company will be able to generate electricity which will reduce electricity demand from the grid considerably.

The installation of new Turbine in chemical division will use steam generated during the Sulphuric Acid Manufacturing process for generation of electricity. Post expansion, the electricity requirement for the chemical division will be fulfilled from the new Turbine.

(B) Technology Absorption and Research Development

The company is known for developing Customised and Specialty paper as per the requirement of the customer. The customisation within the permissible budget is achieved through technology absorption as well as continuous research and development.

During the year, to avoid dependency on imported waste paper which witnessed high volatility post Covid-19, the company has commissioned Pepsi Pulping street which will give flexibility in usage of different grade of raw materials and help in controlling the costs.

The Company has incurred the following expenses in foreign currency during the financial year 2022-23. The rupee equivalent of that amount has been given hereunder:

Particulars	Rs. In Crores
Total Earnings	62.61
Total Expenditure	118.01

The Board of Directors acknowledge with appreciation, the co-operation and assistance received from its Employees, Customers, Suppliers, Bankers, Regulatory Authorities, Stock Exchange and Business Associates at all levels during the period under report.

The Board of Directors also takes this opportunity to convey their gratitude and sincere thanks for the co-operations and assistance received from the Stakeholders. The Board of Directors acknowledges your confidence and continued support and looks forward for the same in future as well.

For and on behalf of the Board, Akash Kagliwal

Place: Mumbai Managing Director

Date: 31.08.2023 (DIN:01691724)

Mar 31, 2018

Dear Shareholders,

We have pleasure in presenting the 36^th Annual Report of the Company and the audited statement of accounts for the year ended 31^st March, 2018. A summary of the financial results is given below:

(Rs. In Lakhs)

FINANCIAL RESULTS
Particulars	Year Ended
Particulars	31.03.2018	31.03.2017
Total Income	12047	10976
Profit before Interest & Depreciation	655	546
Interest & Depreciation	266	271
Profit before Tax	389	275
Deferred Tax Liability/Income Tax	143	124
Surplus for the year	246	151
Other Comprehensive Income	184	34
Total comprehensive Income for the year	430	185
Earnings per Share (Rs.)	3.91	1.68

REVIEW OF OPERATIONS

The performance of the company is consistent, despite turbulence in the global markets, as the company is able to maintain high quality standards and also innovate new products.

The Revenue of the company increased to Rs. 12047 lakhs from Rs 10976 Lakhs in the previous year registering a growth of 9.76% over previous year. The total comprehensive income for the year was Rs 430 Lakhs as compared to Rs 168 Lakhs during the previous year i.e. an increase of 255.95 % on account of increased profitability as well as on account of unrealised gain on the non-current investments.

PAPER DIVISION

The Company had modernisation and reinstallation programme for capacity enhancement with addition of sophisticated quality control Instruments leading to improvement in quality parameters and increase in production capacity to 80 TPD from earlier 45 TPD leading to more acceptance and demand of our Absorbent Kraft Grades for Decorative laminates. The modification also brought around huge energy savings in the form of reduced intake of steam, making the products more profitable.

During the year Company had remarkable business with leading brands in Domestic Markets like Marino Panels, Green Ply, Century Ply, Olympic laminates and many more.Company also had Exports to various countries like Saudi Arabia, Middle East, Thailand and China beside the Global leading laminate industries like Formica, Wilson art and Ikea are in process to determine the quantities under annual contract.

The company also launched a new product for Paper Bags, visualising the growth in demand of Paper Bags due to global discouragement for the use of plastic bags. The fast-growing demand of this product is all set to put our Company remarkably on Global Business Map.

The year of 2017-18 has been significantly the year of developing new products. Besides MG White Tissue paper for Gift wrap, which is already a globally selling and revenue generating product, the company also launched Colour Tissues in various ten to twelve solid non bleeding colours for fancy Gift wrapping and flowery decoration. The acceptance of these colour tissue has taken the Global and overseas markets by storm. The primary markets for this product beside domestic market are China, Hong Kong, Europe, USA and South American countries. These products are supplied to Mega-stores in India and Wal-Mart and K-Mart overseas. The other value added and export-oriented products are Masking Paper for Automobile Industry, Protection Paper for Textile printing Industry and Thermal Interleaving paper for Garments manufacturing Industry.

With the significant contribution of above products development and their acceptance in the domestic and overseas markets, the company''s sales prospects are likely to increase and it will also add up to the exports business of the company.

On Global scenario, China which was the world''s top destination for recyclable waste paper, has now banned imports of several grades of waste for environmental compliance, which has impacted the paper production capacities close to 3 lakhs tons per annum. As a result, packaging and other usage paper prices have shot up in domestic markets to cover up this short fall.

Our Company which uses imported waste paper stand to benefit on account of lower global waste paper prices (on excess supply) and higher realization.

CHEMICAL DIVISION (LABSA)

We have the pleasure to inform you that the company has been successfully operating the plant for manufacturing LABSA and has made a good penetration in the markets throughout India. The production for the year was 5030 MTs as compared to 3863 MTs during the previous year.

The company is also trying to get contracts of permanent supplies of LABSA for export purposes.

FUTURE PLANS

Looking to the surge in demand due to wider acceptability of the products of the company in domestic as well as global markets, your company proposes to put one more paper machine to increase the capacity by 35 %.

DIVIDEND

The Board of Directors of your company does not recommend any dividend for the year ended 31^stMarch 2018.

UNCLAIMED DIVIDEND: Rs. 0.67 Lakhs is lying in unpaid equity dividend account.

TRANSFER TO RESERVES: The company has not transferred any amount from profit to general reserves.

SUBSIDARY COMPANY: The Company does not have any subsidiary.

PUBLIC DEPOSIT: The Company has not accepted deposits from the public during the financial year under the review within the meaning of Section 73 of the Companies Act, 2013, read with companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN: The extract of the Annual Return in Form No. MGT-9 shall form part of the Boards Report in Annexure-I.

CORPORATE GOVERNANCE: A separate statement on Corporate Governance together with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report are given in Annexure-II.

NUMBER OF MEETING HELD DURING THE YEAR: The details of all the meetings of Board of Directors and the Committees, which has taken place during the year and their details along with their attendance, is given in Para 2 of Annexure-II.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT: The Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directors'' Report, is given in Annexure-III.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made there under, Mrs Jeevanlata Kagliwal (DIN: 02057459) Director of the Company, shall retire by rotation at this Annual General Meeting and being eligible, offer herself for re-appointment, for which necessary resolution has been incorporated in the notice of the meeting. The Board of Directors recommends the re-appointment of Mrs. Jeevanlata Kagliwal as a Director of the Company.

Further, Mr Mahesh Mehta, Independent, Non Executive Director resigned from the Board of your company with effective from close of business hours on 10^th August 2018. The Board places its sincere appreciation for the valuable guidance and contribution made by Mr Mahesh Mehta in the deliberations of the Board during his tenure.

Mr. Abhaykumar Jain (DIN : 02454426) was appointed as Additional Directors (Independent, Non Executive) on the Board with effect from 10^th August 2018 and who holds office till the date of the AGM, in terms of section 161 of the Companies Act, 2013.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 134 (3) (c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the year ended March 31, 2018, the applicable Accounting Standards have been followed and there are no material departures from the same;

b. The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31,2018 and of the Profit of the Company for that period;

d. The Directors had prepared the annual accounts of the Company on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement of particulars of employees under section 197(12) of the Companies Act, 2013 and with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is not provided with as, during financial year under review, no employee of the company including Whole Time Director were in receipt of remuneration in excess of the limits set out in the said rules.

EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

INTERNAL CONTROL SYSTEM

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

The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year the company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has not received any complaint of harassment. The detailed policy forms has been uploaded on the Website of the Company at www.ramapulp.com

RISK MANAGEMENT POLICY

During the year, your Directors have constituted a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company as per the provisions of Section 134(3) (n) of Companies Act, 2013. The detailed policy forms part of the annual report, is given in Annexure-V.

STATUTORY INFORMATION

The Company being basically into the Paper and Chemical business and is the member of BSE Platform.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139(8) of the Companies Act, 2013 read with the Companies (Audit and Auditors Rules, 2014 (the Rules)), including any statutory modification(s) or re-enactment(s) thereof for the time being in force , M/S. Vidya & Co., Chartered Accountants (Firm Registration No. 308022E), Mumbai be and are hereby appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. G. P. Sharma & Co., Chartered Accountants (Firm Registration No. 1099557W), Mumbai

The Board on the recommendation of the Audit Committee at its meeting held on 31.08.2018 , recommends appointment of M/S. Vidya & Co., Chartered Accountants (Firm Registration No. 308022E), for a term of 5 years who shall hold office from the conclusion of the 36th Annual General Meeting to the conclusion of the 41st Annual General Meeting.

Your Company has received written consent(s) and certificate(s) of eligibility from M/S. Vidya & Co., Chartered Accountants (Firm Registration No. 308022E), in accordance with Section 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules made there under (including any statutory modification(s) or re-enactment(s) for the time being in force). Further, M/S. Vidya & Co., Chartered Accountants (Firm Registration No. 308022E), have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

SECRETARIAL AUDITOR

The board has appointed Ms. Neha P. Agrawal, Practicing Company Secretary to conduct Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report is annexed herewith in Annexure-VI and does not contain any qualification, reservation or adverse remark.

AUDITORS REPORT

The notes referred to by the Auditors in their report are self-explanatory and do not call for further explanation.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Your Board endeavours that all contracts/ arrangements/ transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arm''s length basis only. During the year under review the Company has not entered into any contact/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or investments during the year, under Section 186 (4) of Companies Act,2013.

INSURANCE

All the properties and the insurable interest of the Company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.

RESEARCH & DEVELOPMENT

AMALGAMATION

The Board of Directors of the Company have approved the Scheme of Arrangement and Amalgamation between Nath Pulp and Paper Mills Limited and Nath Industrial Chemicals Limited and Rama Pulp and Papers Limited and their respective Shareholders as per the provisions of Section 230 to 232 and other relevant provisions of the Companies Act, 2013 and its approval is under process.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out below:

(A) Conservation of Energy

Your Company is continuously taking initiatives to ensure the optimum utilization of energy available in day to day operations not only in offices but also at Plant and factory premises. Your Company uses energy efficient lighting devices, light fittings to save energy, capacitor bank/devices to maintain power factor and plant & equipment which are environment and power efficient.

(B) Technology Absorption

Company has carried out R & D work of Absorbent Kraft Paper for laminates and improvement in the quality of Carbon Base Paper, Napkin Tissue Papers & Cream Wove and Energy Conservation.

Company is benefited in High Realization, Reduction in Energy Cost and Increase in the efficiency of the machines as a result of above R & D.

Your Company has incurred Rs. 181.90 Lakhs expenditure on R & D during the year.

The Company has incurred the following expenses in foreign currency during the financial year 2017-18.

The rupee equivalent of that amount has been given hereunder:

Particulars	Rs. In Lakhs
Total Earnings	733.22
Total Expenditure	3895.87

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Section 135, of companies act 2013 regarding Corporate Social Responsibility is not applicable to the company.

ACKNOWLEDGEMENT

The Directors place on record the appreciation and gratitude for the co-operation and assistance extended by Bankers, regulatory bodies and other business constituents.

The Directors also place on record their appreciation for the dedicated and sincere services of the employees of the Company at all levels.

The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

For and on behalf of the Board,

Ramniklal Salgia

Director

(DIN: 02704031)

Place: Mumbai

Date: 31.08.2018

Mar 31, 2015

Dear Shareholders,

We have pleasure in presenting the 33rd Annual Report of the Company and the audited statement of accounts for the year ended 31st March, 2015. A summary of the financial results is given below:

(Rs. In Lacs)

financial results

Particulars Year Ended

31.03.2015 31.03.2014

Revenue from Operation 9899 9016

Profit before Interest & Depreciation 524 630

Interest & Depreciation 192 229

Profit before Tax 332 401

Deferred Tax Liability/Income Tax 75 145

Balance Carried Over to Reserve & Surplus 257 256

Earnings per Share (Rs.) 2.33 2.33

REVIEW OF OPERATIONS

The performance of the Company during the year, remained same compared to that of the previous year despite the fact that there was a pressure on the paper market.

The sales turnover of the company has increased by around 11% to Rs. 9899 lacs from Rs.9016 lacs.

The company recorded a net profit of Rs.257 lacs during the year compared to a net profit of Rs.256 lacs in the previous year.

During the year your company launched higher grade of paper for laminate industries called 'VERGIN' which is well accepted in the market and has substantially replaced the paper being manufactured and supplied by 'A grade paper mills. The demand of this product is continuously growing and has opened new gateways of export in the countries like Thailand, Malaysia, Philippines, Taiwan and Bangladesh.

Further your company has successfully developed MG White Tissue paper for Printing and Gift wrapping which has created good demand in Europe, USA and South American countries. This product is being supplied to Mega-stores like Wal-Mart.

With the contribution of above products development and their acceptance in the global market the company's export is likely to increase.

FUTURE PLANS

The company's expansion programme to set up a plant to manufacture 16000 TPA of Linear Alkyl Benzene Sulphonic Acid (LABSA) at Vapi Dist.Valsad Gujarat got clearance from Ministry of environment and it is being implemented and would commence the production during the year.

DIVIDEND

The Board of Directors of your company does not recommend any dividend for the year ended 31stMarch 2015. UNCLAIMED DIVIDEND : Rs. 2.27 Lacs is lying in unpaid equity dividend account.

TRANSFER TO RESERVES : The company has not transferred any amount from profit to general reserves.

SUBSIDARY COMPANY : The Company does not have any subsidiary.

PUBLIC DEPOSIT : The Company has not accepted deposit from the public during the financial year under the review within the meaning of Section 73 of the Companies Act, 2013, read with companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN : The extract of the Annual Return in Form No. MGT-9 shall form part of the Boards Report in Annexure-I.

CORPORATE GOVERNANCE : As per Clause-52 of Listing Agreement with the Stock Exchange, the report of the Corporate Governance and the certificate of the Auditors of the Company in respect of compliance thereof are appended hereto and forming part of this report; are given in Annexure-II. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report of Corporate Governance.

NUMBER OF MEETING HELD DURING THE YEAR : The details of all the meetings of Board of Directors and the Committees, which has taken place during the year and their details along with their attendance, is given in Para 2 of

Annexure-II.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT : The Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directors' Report, is given in Annexure-III.

DIRECTORS AND KEY MANAGERIAL PERSONNEL : Mrs Jeevanlata Nandkishor Kagliwal was appointed as an additional director in the Board Meeting held on 31st March, 2015.She will hold the office up to the date of ensuing general meeting and is eligible for appointment as a director.

In accordance with Section 149(1), 152(5) and other applicable provisions, if any, of the Companies Act, 2013 including any modification or re-enactment thereof Mrs. Jeevanlata Nandkishor Kagliwal (DIN: 02057459) shall be appointed Women Director of the company, liable to retire by rotation, after being approved by members at the ensuing general meeting.

In accordance with Section 196 and 197 of the Companies Act, 2013 read with the Articles of Association of the Company. Mr.Akhilesh Sharma (DIN: 01831269), Executive Director, is re-appointment at the ensuing Annual General Meeting.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 134 (3) (c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the year ended March 31, 2015, the applicable Accounting Standards have been followed and there are no material departures from the same;

b. The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31, 2015 and of the Profit of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts of the Company on a Rsgoing concern' basis;

e. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Disclosures pertaining to remuneration as required Under Section 197(2) of the Companies Act, 2013 and with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part Directors Report, is given in

Annexure-IV.

EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees,. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

INTERNAL CONTROL SYSTEM

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

The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

During the year, your Directors have constituted a Whistle Blower Policy / Vigil Mechanism Policy for the Company to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct of the Company as per the provisions of Section 177 (9) and (10) of Companies Act, 2013. The Vigil Mechanism Policy report has been uploaded on the Website of the Company at www.ramapulp.com

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year the company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has not received any complaint of harassment. The detailed policy forms has been uploaded on the Website of the Company at www.ramapulp.com

RISK MANAGEMENT POLICY

During the year, your Directors have constituted a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company as per the provisions of Section 134(3) (n) of Companies Act, 2013. The detailed policy forms part of the annual report, is given in Annexure-V

STATUTORY INFORMATION

The Company being basically into the Paper business and is the member of BSE and ASE Platform. Apart from paper business, the Company is not engaged in any other business/activities.

STATUTORY AUDITORS

M/s. N.R. Agarwal & Company, Chartered Accountants, Mumbai (having Firm Registration No.100143W) Statutory Auditors of the Company, who were appointed in last AGM and holds office until the conclusion of the 35th Annual General Meeting needs ratification by members of the Company for financial year 2015-16. The Company has received letter from M/s. N.R. Agarwal & Company, Chartered Accountants, to the effect that their ratification of appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.

SECRETARIAL AUDITOR

The board has appointed Ms. Neha P. Agrawal, Practicing Company Secretary to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report is annexed herewith in Annexure-VI and does not contain any qualification, reservation or adverse remark.

AUDITORS REPORT

The notes referred to by the Auditors in their report are self-explanatory and do not call for further explanation.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Your Board endeavors that all contracts/ arrangements/ transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arm's length basis only. During the year under review the Company has not entered into any contact/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or investments during the year, under Section 186 (4) of Companies Act, 2013.

INSURANCE

All the properties and the insurable interest of the Company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out below:

(A) Conservation of Energy

Your Company is continuously taking initiatives to ensure the optimum utilization of energy available in day to day operations not only in offices but also at Plant and factory premises . Your Company uses energy efficient lighting devices, light fittings to save energy, capacitor bank / devices to maintain power factor and plant & equipment which are environment and power efficient.

(B) Technology Absorption

Company has carried out R & D work of Absorbent Kraft Paper for laminates and improvement in the quality of Carbon Base Paper, Napkin Tissue Papers & Cream Wove and Energy Conservation.

Company is benefited in High Realization, Reduction in Energy Cost and Increase in the efficiency of the machines as a result of above R & D.

Your Company has incurred Rs. 159.01 lacs expenditure on R & D during the year.

(C) Foreign Exchange Earnings and Outgo

The Company has incurred the following expenses in foreign currency during the financial year 2014-15. The rupee equivalent of that amount has been given hereunder:

Particulars Rs. In Lacs

Total Expenditure 3012.09

Total Earning 204.89

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Section 135, of companies act 2013 regarding Corporate Social Responsibility is not applicable to the company.

APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from Shareholders, bankers, regulatory bodies and other business constituents during the year under review.

For and on behalf of the Board,

Mahesh Mehta

Director

(DIN: 01831199)

Place: Mumbai

Date: 28th August, 2015

Mar 31, 2014

Dear Shareholders,

We have pleasure in presenting the 32nd Annual Report of the Company and the audited statement of accounts for the year ended 31st March, 2014. A summary of the financial results is given below:

(Rs. in Lacs)

FINANCIAL RESULT

Particulars Year Ended 31-03-2014 31-03-2013

Revenue form operation (Net) 8601 7133

Profit before Interest & Depreciaton 630 587

Interest & Depreciation 229 211

Profit before Tax 401 376

Deferred Tax Liability/Income Tax 145 89

Balance Carried Over to 256 287 Reserve & Surplus

Earning per Share (Rs.) 2.33 2.61

REVIEW OF OPERATIONS

The performance of the Company during the year has improved marginally compared to that of the previous year.

The sales turnover of the company has increased by around 21% to Rs. 8601 lacs from Rs. 7133 lacs because your company has undertaken an expansion programme for paper machine no I.

The company recorded a net profit of Rs. 401 lacs during the year compared to a net profit of Rs.376 lacs in the previous year.

The company has developed a higher version of Absorbent Kraft named ''VIRGIN KRAFT'' which can compete and replace the paper being supplied by ''A grade paper mills. Further your company has successfully got an export order for its laminate grade paper which will increase the bottom line of the company. Its earlier product Absorbent Kraft introduced by the company in the previous year is well accepted by the consumers and has captured substantial market share. The company endeavours to capture the export market and have made exports to the extent of Rs. 249.42 lacs to the countries like Indonesia, Thailand and Philippines. During the year your company has undertaken a successful expansion programme for its paper machine and also installed an additional FBC boiler which will increase fuel efficiency considerably and also reduce the down time of the plants at the time of annual shut down of our existing boiler.

The performance of business of the Company has been comprehensively discussed in the Management discussion and Analysis Report (forming part of this Directors'' Report).

This report has been prepared on the basis of the legal requirements under the Companies Act, 1956. As per General Circular No. 08/2014 issued by the Ministry of Corporate Affairs (MCA) dated 04.04.2014, the provisions of the Companies Act, 2013 will become applicable for all disclosures required under the Act for the year 2014-15 and subsequent years.

FUTURE PLANS

The company''s expansion programme to set up a plant to manufacture 1.25 lacs TPA of Granular Single Super Phosphate (SSP) at Paithan, DistAurangabad in Maharashtra and 16000 TPA of Linear Alkyl Benzene Sulphonic Acid (LABSA) at Vapi DistValsad Gujarat got delayed pending the permission from Ministry of environment for clearance of the above projects. Although the company got the Terms of reference, it hopes to get the final clearance soon.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance with Corporate Governance norms stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

DIVIDEND

The Board of Directors of your company does not recommend any dividend for the year ended 31st March 2014.

AUDITORS REPORT

The notes referred to by the Auditors in their report are self-explanatory and do not call for further explanation.

DIRECTORS

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Mahesh Mehta and Mr.Ramniklal Salgia as Independent Directors of the Company. The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the said Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors confirms that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

ii) The Directors have followed appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

iii) The Directors have taken proper and sufficient care to ensure the maintenance of adequate accounting records in, accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for Preventing and detecting fraud and other irregularities, if any;

iv) The Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. N. R. Agrawal & Company, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue, if so appointed. As required under the provisions of section 139(1) of 2013 Act & the Companies (Audit & Auditors) Rules 2014, your Company has obtained a written certificate from the Auditors proposed to be re-appointed to the effect that, if the appointment is made it shall be in accordance with the conditions as may be prescribed. The Board hereby requests the members to appoint M/s. N. R. Agrawal & Company, Chartered Accountants, Mumbai as the Auditors for period of three years from the conclusion of this Annual General Meeting till the Annual General Meeting to be held in 2017.

PARTICULARS OF EMPLOYEES

There are no employees receiving remuneration in excess of the amount prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 relating to which a statement of particulars is required to be annexed to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING & OUTGO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this Report.

CASH FLOW ANALYSIS:

In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 3103.2014 is annexed hereto.

APPRECIATION:

The Board places on record its deep appreciation of the devoted services of the loyal workers, executives and other staff of the Company, who have contributed to the performance and the Company''s continued inherent strength. It also extends its gratitude to the investors and the bankers for the support extended to the Company from time to time. Shareholders'' appreciation of the management''s efforts expressed at the general meetings of the Company and otherwise, is a great fillip in the untiring effort for better performance year after year.

By order of the Board of Directors For Rama Pulp & Papers Ltd.

Mahesh Mehta Director Place: Mumbai Date: 30th August, 2014

Mar 31, 2012

The Directors have pleasure in presenting the 30th Annual Report of your Company together with the Audited Accounts drawn for the year ended 31st March, 2012.

(Rs. in Lacs) FINANCIAL RESULT

Particulars Year Ended

31.03.2012 31.03.2011

Revenue from Operation (Net) 7107 6670

Profit before Interest & 530 467 Depreciation

Interest & Depreciation 158 100

Profit before Tax 372 367

Surplus brought forward 1126 935 from the Previous Year

Deferred Tax (119) (61)

Proposed Dividend & Tax 0 65

Surplus carried to Balance Sheet 1418 1126

EPS (Rs.) 2.30 3.36

REVIEW OF OPERATIONS

The sales turnover of the company increased to Rs. 7107 lacs from Rs. 6670 lacs and has registered an increase of 6.55% than previous year.

The company recorded a net profit of Rs. 372 lacs during the year compared to a net profit of Rs. 367 lacs in the previous year.

The new product Absorbent Kraft introduced by your company is well accepted by the consumers and has captured substantial market share. Our overseas sales have increased to Rs. 324 lacs compared with Rs. 312 lacs in the previous year. The company has also introduced its Specialty Products in South East Asia and American sub continent.

FUTURE PLANS

Your company has decided to install a new FBC boiler with co-generation capacity of Two MW of power. Your company is also setting up a plant to manufacture 1.25 lacs TPA of Granular Single Super Phosphate (SSP) at Paithan, Dist. Aurangabad in Maharashtra and 16000 TPA of Linear Alkyl Benzene Sulphonic Acid (LABSA) at Vapi Dist. Valsad Gujarat. These projects are scheduled to be on stream by March 2014. The projects would involve a capital outlay of Rs. 35 crores resulting in increased sales revenue of about Rs. 240 crores.

CORPORATE GOVERNANCE

All mandatory provisions of corporate governance as provided in the listing agreement with Stock Exchanges on which company's securities are listed, are complied with.

Pursuant to clause 49 of listing agreement with Stock Exchanges, a Management Discussion and Analysis Report and a Corporate Governance Report are made part of this report.

A certificate from the auditors of the company regarding compliance with the conditions of Corporate Governance as stipulated by clause 49 of the listing agreement is attached to this report.

DIVIDEND

As your Company wants to conserve its resources from the internal accruals for growth & expansion of the activities of the Company, the Board of Directors of your company does not re-commend any dividend for the year ended 31st March 2012.

AUDITORS REPORT

The notes referred to by the Auditors in their report are self-explanatory and do not call for further explanation.

DIRECTORS

Shri Mahesh Mehta retires from office by rotation and being eligible, offers himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. Reasonable and prudent accounting policies have been used in the preparation of the financial statements, that they have been consistently applied and that reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profits of the Company for that year.

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

4. The Annual Accounts have been prepared on a going concern basis.

AUDITORS

M/s. N. R. Agrawal & Co, Chartered Accountants, Auditors of the company who retire at the ensuing Annual General Meeting of the Company and being eligible, have confirmed their willingness to be re-appointed at the Annual General Meeting of the company. The Board recommends appointment of M/s. N. R. Agrawal & Co., Chartered Accountants, as the statutory auditors.

PARTICULARS OF EMPLOYEES

There are no employees receiving remuneration in excess of the amount prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 relating to which a statement of particulars is required to be annexed to this Report.

CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION FOREIGN

EXCHANGE EARNING & OUTGO

In terms of rule 2 of The Companies (Disclosure of particulars in the report of Board of Directors Rules, 1988) the relevant particulars are given in the Annexure to this report.

ACKNOWLEDGEMENTS

Your Directors express their appreciation and gratitude for the perpetual support, co-operation and assistance received from the company's customers, vendors, business associates, bankers and Government authorities.

The Directors also wish to place on record their appreciation for the devoted and dedicated services rendered by all the employees for the sustained growth of the company.

The Directors also sincerely acknowledge the continued trust and confidence reposed by the shareholders of the Company

For and on behalf of the Board,

Mahesh Mehta Director

Place : Mumbai Date : 31st July, 2012

Mar 31, 2010

Dear Shareholders,

The Directors have pleasure in presenting the 28th Annual Report of your Company together with the Audited Accounts drawn for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars Year Ended

31.03.2010 31.03.2009

Sales Turnover 5203 5796 (including Other Income)

Profit before Interest, 469 298 Depreciation

Interest, Depreciation & 101 83 Prior Year Exp.

Profit before Income Tax 368 215

Surplus brought forward 809 574 from the Previous Year

Deferred Income Tax (141) (75)

Proposed Dividend & Tax 51 -

Surplus carried to 935 809

Balance Sheet

EPS (Rs.) 2.93 2.45

REVIEW OF OPERATIONS

During the year under review, the paper industry has come back on a resurgence path and your company was able to reap the benefit Despite the persistent increase in the cost of raw material, coal, exchange rate difference, your company had improved the level of performance achieved during earlier years.

During the year under review your Company has recorded Net Profit of Rs.368.00 Lacs. Though the sales turnover has shown some slight decrease over the corresponding period ended 31st March 2009, the profit margin has increased. to the growing export demand created by companies like Wall Mart etc

As far as inorganic growth is concerned, company proposes to install a power generation plant of 52 MW capacity in two phases. The total outlay for this project is estimated to be of Rs.210.00 Crore. In the first phase, it is proposed to install a 12 MW Power plant with a total outlay of Rs.50.00 Crore and in the second phase 40 MW Power plant for an estimated cost of Rs.160.00 Crore.

In addition, the Company proposes to enter into the manufacturing of Sulphur based products such as Sulphur Di-Oxide (SO2) and Sulphur Tri-Oxide (SO3). Being a refrigerating agent, Sulphur Di- Oxide (SO2) has good demand particularly as a replacement of Freon gas, which is hazardous to Ozone layer and the environment. Sulphur Tri-Oxide (SO3) will be utilized to manufacture Linear Alkyl Benzene Sulphonic Acid (LABSA), which is the main raw material for making all detergents.

The process of manufacturing SO2 and SO3 produces lot of heat, energy and steam, which the company requires for its captive consumption. The high pressure steam, which comes out of the process of manufacturing Sulphur based products, can be utilized to generate power and then the reduced pressure steam will be utilized to manufacture paper. This will substantially reduce the manufacturing cost of paper.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, form part of the Annual Report.

DIVIDEND

The Board of Directors of your company were pleased to recommend a Final Dividend of 5% for the year ended 31st March 2010.

AUDITORS REPORT

The notes referred to by the Auditors in their report are self-explanatory and do not call for further explanation.

DIRECTORS

Shri Akhilesh K. Sharma retires from office by rotation and being eligible, offers himself for re- appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. Reasonable and prudent accounting policies have been used in the preparation of the financial statements, that they have been consistently applied and that reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profits of the Company for that year.

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

4. The Annual Accounts have been prepared on a going concern basis.

AUDITORS

M/s. N. R. Agrawal & Co, Chartered Accountants, Auditors of the company who retire at the ensuing Annual General Meeting of the Company and being eligible, have confirmed their willingness to be re-appointed at the ensuing Annual General Meeting of the company. The Board recommends appointment of M/s. N. R. Agrawal & Co., Chartered Accountants, as the statutory auditors.

PARTICULARS OF EMPLOYEES

There are no employees receiving remuneration in excess of the amount prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 relating to which a statement of particulars is required to be annexed to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING & OUTGO

In terms of rule 2 of The Companies (Disclosure of particulars in the report of Board of Directors Rules, 1988) the relevant particulars are given in the Annexure to this report

ACKNOWLEDGEMENTS

The Directors thank the company's customers, vendors, business associates, bankers and Government authorities for their continued support and co-operation to the company.

The Directors also take this opportunity to appreciate and value the contribution made by every member of the RAMA family for the sustained growth of the company.

The Directors also sincerely acknowledge the continued trust and confidence reposed by the shareholders of the Company.

For and on behalf of the Board,

Mahesh Mehta

Director Place : Mumbai

Date : 31st August, 2010

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