Directors Report of Raama Paper Mills Ltd.

Mar 31, 2025

The Board of Directors hereby submit the report of the business and operations of your company along
withthe Audited Financial Statements for the financial year ended 31st March, 2025.

Pursuant to order dated 07^th June, 2024 passed by the Hon''ble National Company Law Tribunal, Allahabad
Bench, Corporate Insolvency Resolution Process ("CIRP") has been initiated against the Company in
accordance with the provisions of Insolvency and Bankruptcy Code, 2016 and related rules and regulations
issued thereunder. Mr. Sandeep Kumar Agrawal having IP Regn. No. Regn. No. IBBI/IPA-001/IP-
P01135/2018-2019/11828has been appointed asInterim Resolution Professional and later confirmed as
Resolution Professionalin terms of the NCLT order.

The powers of the Board of Directors of the Company stands suspended effective from Insolvency
Commencement Date i.e. 07^th June, 2024 and such powers along with the management of the Company
are now vested with the RP in accordance with the section 17 and 23 of the code read with Regulation
15(2A) and (2B) of the SEBI (Listing Obligations and Disclosure Requirements), 2015.As a part of CIRP,
financial and operational creditors were called upon to submit their claims to the IRP on or before
5^thSeptember, 2024, being the last date of submission.

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(LODR), and in accordance with the requirements of sub-clause 16(h) of Para A of Part A of Schedule III of
LODR read with Section 25(2)(h) of Insolvency & Bankruptcy Code, 2016 and Regulation 36A of IBBI
(Insolvency Resolution Process for Corporate Persons) Regulations, 2016, the Invitation for Expression of
Interest in Form - G was published on 06th August , 2024 for its submission to the RP on or before 27th
September, 2024.

Corporate Overview

Raama Paper Mills Limited ("Your Company") is a leading Indian Newsprint, Duplex Board, Tissue
manufacturing Company. However, the operations of the Company are in shut mode due to acute shortage
of working capital.

Overview of the Economy

For the 2024-25 fiscal year, the Indian paper industry showed strong overall growth driven by demand in
the packaging and tissue paper segments, offsetting the challenges posed by low-cost imports and digital
media.

Financial Results

Particulars	2024-25	2023-24
Revenue	687.69	6159.73
Profit before Financial Charges & Depreciation	(1050.87)	(1262.56)
Less: Financial Charges	117.64	277.74
Less: Depreciation	370.05	393.62
Profit before Tax	(1538.56)	(1933.92)

Add/Less: Deferred Tax Liability/Asset	-	-
Less: Previous Year Tax Liab.	-	(14.40)
Add/Less: Exceptional Items	(105.80)	-
Profit After Tax	(1644.36)	(1948.32)

Operations

During the year under review, your Company has Net Loss of Rs. 1644.36 Lakhs against the Net Loss of
Rs. (1948.32) Lakhs in the previous year, the revenue has been decreased to Rs. 687.69 Lakhs against the
previous year revenue of Rs. 6159.73 Lakhs.

CAPITAL

The paid up equity capital of the Company is Rs. 19,66,47,330 divided into 96,64,733 Equity Shares
of Rs. 10 each. The Company has not come out with any issue of securities during the year 2024-25.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, The Annual Return as on 31^st March 2025 is available on your
Company''s website; www.ramapaper.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN
FUTURE

The Honb''le Allahabad Bench of National Company Law Tribunal has vide its order dated 07.06.2024
admitted a petition under section 7 of the Insolvency and Bankruptcy Code, 2016 filed by M/s Amar
Ujala Limited and another. Mr. Sandeep Kumar Agrawal having Regn No. Regn. No. IBBI/IPA-
001/IP-P01135/2018-2019/11828has been appointed asInterim Resolution Professional for the
Company. Later, in the first meeting of the Committee of Creditors held on 08.07.2024, he was confirmed
as the Resolution Professional for the Company to act as per the provisions of the code.

DIVIDEND AND RESERVES

During the year under review, your Company does not recommend any dividend in the absence of profits.
And also, your company has not made any transfer to Reserves during the financial year 2024-25.

FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT

There are some observations which has been pointed out by the Transaction Auditor, KRA and Company,
Chartered Accounts, New Delhi which are classified as PUFE transactions under the extant provisions of
Insolvency and Bankruptcy Code, 2016 and the rules made thereunder. The avoidance applications to those
transactions has been filed by the undersigned before the Hon''ble court of NCLT, Prayagraj under the
relevant provisions of the Insolvency and Bankruptcy Code, 2016 against the suspended members of the
Board of Directors of the Company.

MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 2024Â¬
25

There are not material changes and commitments that are required to be reported after the close of
Financial Year 2024-25.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at workplace and has adopted a policy on
prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed
thereunder.

During the financial year 2024-25, the Company did not receive any complaints on sexual harassment and
therefore,no complaints remain pending as of 31st March, 2025.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits covered under Chapter V of the Company Act, 2013 and
as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

BONUS ISSUE

During the year the Company has not issued any bonus shares.

INSURANCE

The Properties and insurable assets and interest of your Company such as buildings, plant & machinery
and stocks among others, are adequately insured.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

â¢ Retirement by Rotation

In accordance with the provisions of Section 152 of Companies Act, 2013 Sh. Gyanveer Singh, Director of
the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has
offered himself for re-appointment.

It is important to point out here that the re-appointment of the director liable to retire by rotation is only
in compliance to the provisions of Companies Act, 2013. The powers of the Board of Directors will still
remain suspended during the continuance of Corporate Insolvency Resolution Process. The tenure of the
Directors will be subject to the Resolution Plan as may be approved by the appropriate authority only.

â¢ Appointment / Re-appointment and Cessation of Directors & KMP

None of the directors or KMP have been appointed/re-appointed during the period 2024-25. The Company
is under CIRP and the existing Board of Directors of the Company are suspended as per the provisions of
the Insolvency and Bankruptcy Code, 2016.

Pursuant to the provisions of Section 203 of the Act, your Company has following Key Managerial
Personnel(s):

â¢ Mr. Pramod Agarwal - Managing Director*;

â¢ Mr. Nirdesh Agarwal - Chief Financial Officer;

â¢ Mr. Himanshu Duggal - Company Secretary;

*The powers of Mr. Pramod Agarwal have been suspended as per the provisions of Insolvency and
Bankruptcy Code, 2016.

DECLARATION BY THE INDEPENDENT DIRECTORS

All Independent Directors has given declarations to the company confirming that they meet the criteria of
independence as laid down under Section 149 (6) of The Companies Act, 2013and Regulation 16(1) (b) of
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

a) Audit Committee

The present Audit Committee of the board comprises of three members with independent directors forming
a majority, namely Mr. Vijay Pal Singhas Chairman, Ms. Amarjeet Sandhu and Mr. Pramod Agarwal as
members of the Committee.

Since the powers of the Board of Directors of the Company are suspended pursuant to the NCLT order dated

07.06.2024, therefore all such powers are being exercised by the Resolution Professional only.

All the recommendations made by the Audit Committee were accepted by the board.

Further, the Roles and Responsibility and other related matters of Audit Committee forms an integral part
of annual report.

b) Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Ms. Amarjeet Sandhu as chairman, and Mr.
Vijay Pal Singh and Mrs. Sapna Agarwal as members, all of whom are Non- Executive Directors.

Since the powers of the Board of Directors of the Company are suspended pursuant to the NCLT order dated

07.06.2024, therefore all such powers are being exercised by the Resolution Professional only.

All the recommendations made by the Nomination and Remuneration committee were accepted by the
board.

Further, the terms of reference and other related matters of Nomination.

c) Stakeholder Relationship Committee

Stakeholders Relationship Committee comprises of Mr. Vijay Pal Singh as Chairman and Ms. Amarjeet
Sandhu, Mr. Pramod Agarwal as members of the Committee.

Since the powers of the Board of Directors of the Company are suspended pursuant to the NCLT order dated

07.06.2024, therefore all such powers are being exercised by the Resolution Professional only.

The Committee is set up to monitor the process of share transfer, issue of fresh Share Certificates as well
as review of redressed of investors/shareholders grievances.

Further, the role and responsibility and other related matters of Stakeholders Relationship Committee forms
an integral part of Corporate Governance Report as part of annual report.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013 and as per applicable provisions of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured
questionnaire was prepared after taking into consideration of the various aspects of the Board''s functioning,
composition of the Board and its committees, culture, execution and performance of specific duties,
obligations and governance.

The performance evaluation of the independent Directors was completed. The performance evaluation of
the Chairman and Non-Independent Directors was carried out by the independent Directors. The Board of
Directors expressed their satisfaction with the evaluation process.

It is again reiterated that powers of the Board of Directors of the Company are being exercised by the
Resolution Professional only pursuant to the order dated 07.06.2024 passed by the Hon''ble Court of NCLT
at Allahabad.

NUMBER OF BOARD MEETINGS

The Board duly met at regular intervals to discuss and decide on business strategies/policies and review
the financial performance of the company.The notice along with Agenda and notes on agenda of each Board
Meeting was given in writing to each Director.

In the Financial Year 2024-25, the Board met five(5) times. The meetings were held on 14.05.2024,

04.06.2024.06.09.2024, 23.09.2024 and 21.11.2024. Since the powers of the Board Members of the

Company are under suspension and are being exercised by the Resolution Professional only and therefore
the requirement under under Section 173 of the Companies Act, 2013 has not been complied with.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes of financial statements as on 31.03.2025.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee in the
company, which draws the remuneration in excess of the limits set out in the said rules.

Disclosures pertaining to remuneration and other details of directors & KMP as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are enclosed as Annexure A to this Report.

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

Particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo,
as required to be disclosed under Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8(3)
of the Companies (Accounts) Rules, 2014 are given hereunder:

Conservation of Energy

i) Steps taken or impact on conservation of energy: Energy conservation efforts are ongoing activities.
During the year under review further efforts were made to ensure optimum utilization of electricity.

ii) Steps taken by the company for utilizing alternate sources of energy: The Company uses optimum
combination of fuel sources i.e. Husk, Bagasse, India as well as Imported coal to take advantage out of the
market availability of the material which has resultant effect in the Cost of Energy.

iii) The Capital investment on energy conservation equipment''s: During the year under review, the Company
has made normal routine maintenance but no capital expenditure has been made.

TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION AND RESEARCH & DEVELOPMENT

No research & development or technical absorption or adaption & innovation taken place in the company
during the Financial Year 2024-25, the details as per rule 8(3) of The companies (Accounts) Rules 2014 are
as follows:

i) Efforts made towards technology absorption: - Nil

ii) Benefits derived like product improvement, cost reduction, product development or import substitution:
Nil

iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the
financial year)

a. Details of technology imported: Nil

b. Year of Import: NA

c. Whether the technology been fully absorbed: Nil

d. Areas where absorption has not taken place and the reasons there of: Nil

iv) Expenditure incurred on Research and Development: Nil

FOREIGN EXCHANGE EARNINGS AND OUTGO

As your Company imports waste paper from the various countries owing to its high recovery, therefore the
particulars relating to Foreign Exchange Earnings and Outgo are described hereunder.

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

CORPORATE GOVERNANCE

The provisions relating to Corporate Governance are not applicable on the Company as per Regulation 15(2)
of SEBI (LODR) Regulations, 2015. A certificate obtained from the Practicing Company Secretary to that
effect has been obtained as attached as Annexure B to the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, the directors hereby confirm that:

a) In the preparation of the Annual Accounts for the year ended 31st March, 2025the applicable accounting
standards have been followed along with proper explanations relating to material departure.

b) Appropriate accounting policies have been selected and applied consistently and judgments and
estimates have been made that are reasonable and prudent so as to give a true and fairview of the state
of affairs of the Company as at 31st March, 2025 and of the Profit of the Company for the year ended 31st
March, 2025.

c) Proper and sufficient care has been taken for the maintenance of accounting records in accordance with
theProvisions of the Companies Act, 2013. They further confirm that there are adequate systems and
controls for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

d) The financial statements have been prepared on a going concern basis.

e) That the Director had laid down internal financial controls to be followed by Company and such internal
Controls are adequate and were operating effectively; and

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

MANAGEMENTS'' DISCUSSION AND ANALYSIS REPORT

Managements'' Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is not presented since the Company is under
the purview of CIRP.

AUDITORS AND AUDITORS'' REPORT

The Board of Directors of your Company has appointed Jagdish Chand& Co., Chartered Accountants as the
statutory auditors of the Company for the period of five years from the conclusion of last annual general
meeting till the conclusion of annual general meeting to be held for the Financial Year 2026-27.

The Company has received a consent and certificates from the auditors to the effect that their appointment,
if made, would be within the limits prescribed under the Companies Act, 2013, and they are not disqualified
for appointment, as per the provisions of section 141 of the Companies Act, 2013.

The auditor report and notes on accounts referred to in the Auditors Report is self-explanatory and there
are no adverse remarks or qualification in the Report.

COST AUDIT

As per requirement of Central Government and pursuant to section148 of Companies Act 2013 read with
the Companies (Cost records and Audit) Rules, 2014 as amended from time to time, your Company has
been carrying out audit of Cost records relating to the Company.

The Board of Directors on the recommendation of the Audit Committee has appointed M/s.Jain Sharma&
Company, Cost Accountants as the Cost Auditor of the Company for the Financial Year 2024-25. Asit
requires under the Companies Act 2013, a resolution seeking member''s approval for the remuneration
payable to the Cost Auditor forms part of the Notice convening Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of the Section 204 of the Companies Act 2013 and rules made thereunder, the
Board has appointed Ms. Sameer Kishore Bhatnagar, Company Secretary in Practice to conduct the
Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the
Financial Year is attached herewith as Annexure C which forms integral part of this report.

Explanation on Comments of Secretarial Auditor in Secretarial Audit Report for the Financial Year
ended 31st March, 2025:

â¢ The Resolution for the Adoption of Financials and related reports in the Annual General Meeting dated

30.09.2024 did not pass as the membersâ dissent the resolution.

- The members of the Company dissented the said resolution. However, RP (Director in Charge of
Suspended Management) recalled the General Meeting and placed the resolution before the
members of the Company for their approval.

â¢ The members dissent the resolution for reappointment of Ms. Sapna Agarwal, retiring Director in the AGM
dated 30.09.2024. Although the Board is suspended due to ongoing CIRP Process in the Company.

- The office of Mrs. Sapna Agarwal, vacated in the absence of her re-appointment by the members
of the Company. Since the Company is under CIPR, the RP (Director in charge of the Suspended
Management) did not re-appointed her the Director of the Company.

â¢ The membersâ dissent the resolutions mentioned as Special Business in the Notice of AGM dated

30.09.2024 w.r.t. Related Party Transactions under Section 188 and Appointment of M/s Jain Sharma &
Associates, Cost Accountants and to fix their remuneration.

â¢ The Company conducted Extra-Ordinary General Meeting dated 13.12.2024 for Adoption of Accounts and
other Special Businesses as mentioned in the Notice of EGM and the resolutions were passed.

- All the resoltions which got disapproved during the AGM, put to vote in the AGM and got
approval from the members of the Company.

â¢ The Preference Shares are due for redemption during the financial year.

- The management of the Company due to liquidity crunch has failed to redeem the said preference
shares in due course of time.

â¢ The Deposit of PF is pending during during the Financial Year.

- The Company has already deposited the PF dues but with some delays occurred due to the
liquidity issued.

â¢ The Company has defaulted in repayment of Inter-Corporate Deposit (ICD) taken from M/s Amar
Ujala Limited and M/s Impressions Printing and Packaging Limited.

- The Company has failed to repay its obligations due to acute liquidity crunch and huge
financial losses due to working capital limitations.

â¢ There are regular defaults in payment of TDS due during the year.

- There may be delays of delay during the year under review. However, the Company has paid
the entire dues along with interest and penalties.

â¢ The website of the Company is not updated and was not functional/operational during the financial year
under review.

- The Company has already appointed the vendor for the updation of relevant data/information on the
website of the Company and the same is under process.

â¢ The Secretarial Auditor of the Company has also reported that that the following is the list of delayed
approval and filing of Audited and Unaudited Financials of the Company with the Bombay Stock
Exchange during the financial year under review:

S. No.	Purpose	Quarter/ Half Year/ Year ending	Due Date of filing	Actual date of filing
1.	Approval of Audited Financials (Annually)	31.03.2024	30.05.2024	04.06.2024
2.	Approval of Unaudited Financials (Quarterly)	30.06.2024	14.08.2024	23.09.2024
3.	Approval of Unaudited Financials (Quarterly)	30.09.2024	14.11.2024	17.05.2025
4.	Approval of Unaudited Financials (Quarterly)	31.12.2024	14.02.2025	17.05.2025

- Since the Company is under CIRP, therefore working with a very limited manpower resources and
therefore there are some delays which has caused the above non compliances.

â¢ The Company is in Non-Compliance of forming POSH Committee during the financial year.

- The Company is under CIRP and moreover there is no women staff employed by the Company
during the Financial Year under review.

â¢ The Company was unable to provide Minutes and Statutory Records for the previous years as the records
were misplaced and the Company is in process of updating the records.

- The Company is taking necessary steps to update the minutes book and statutory records for the
previous years.

Internal Auditor

As per requirements of Section 138 of Companies Act, 2013 read with Rule 13 of Companies (Accounts)
Rules 2014, The Board of Directors on the recommendation of the Audit Committee appointed M/s. GR
&Company, Chartered Accountants, as the Internal Auditor of the Company for the Financial Year 2024-25.

Internal Control System and Their Adequacy

Your Company has an effective internal Control and risk mitigation system, which are constantly assessed
risk mitigation system, which are constantly assessed and strengthened with new/revised standards
operating procedures. The Company''s internal Control System is commensurate with its size, scale and
complexities of its operations.

The Audit Committee of the Board of directors actively reviews the adequacy and effectiveness of the
internal control system and suggests improvements to strengthen the same. The company has a robust
Management information system, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statuary Auditors and the Business heads are periodically
apprised of the internal Audit findings and Corrective actions taken. Audit plays a key role in providing
assurance to the Board of Directors. Significant Audit observation and corrective actions taken by the
management are presented to Audit Committee of the Board. To maintain its objectivity and independence,
the internal Audit function reports to the Chairman of the Audit Committee.

Risk Management

The risk management framework defines the risk management approach of the Company and includes
periodic review of such risks and also documentation, mitigating controls and reporting mechanism of all
risks.

During the year under review, the senior officials of the Company perform the task of risk management to
identify and evaluate elements of business risk. Consequently, a revised robust Business Risk Management
framework is in place. The risk management framework defines the risk management approach of the
Company and includes periodic review of such risk and also documentation, mitigation control and reporting
mechanism of such Risk.

Details of Subsidiary Companies, Joint Ventures and Associate Company, and their Financial
Position

There is no subsidiary, Associate and joint venture of the company and further there are no companies,
which have become or ceased to be the subsidiary and joint venture of the company during the year.

LISTING OF SECURITIES

The Company''s Equity Shares are listed on Bombay Stock Exchange.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm''s length basis and are in compliance with the applicable
provisions of the Act and the Listing Agreement. There are no materially significant related party
transactions made by the company with Promoters, Directors or Key Managerial Personnel etc. which may
have potential conflict with the interest of the company at large.

All Related Party Transactions are presented to the Audit committee. Omnibus approval is obtained for the
transactions which are foreseen and repetitive in nature. A statement of related party transactions was
presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and
conditions of the transactions.

All the contracts/arrangements/transactions entered with related party for the year under review were on
Arm''s Length basis. Company has entered into material related party transactions during the year under
review. Further disclosure in Form AOC-2 is as attached as Annexure D.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the
website of the Company (www.ramapaper.com).

POLICIES & DISCLOSURES

VIGIL MECHANISM

Your Company has established ''Vigil Mechanism'' for directors and employees to report concerns about
unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct or ethics
policy and provides safeguard against victimization of employees who avail the mechanism. The policy
permits all the directors and employees to report their concerns directly to the Chairman of the Audit
Committee of the Company.

The Vigil Mechanism/Whistle blower Policy of the company provides that protected disclosures can be made
by a whistle blower through an email to the Chairman of the audit committee. The Whistle Blower Policy
can be accessed on the Company''s Website (www.ramapaper.com). This disclosure also forms part of the
Corporate Governance Report as per applicable provisions of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION POLICY

The nomination and remuneration committee has recommended to the Board:

â¢ A policy which lays down a framework in relation to remuneration of Directors, Key Managerial
Personnel and Senior Management of the Company. The details of this policy are attached as
Annexure E to this report and

â¢ Further, Policy for selection criteria of Directors and Senior Management and Criteria for determining
qualifications, positive attributes and director independence is also attached as Annexure F to this
Report. The Remuneration and Nomination Policy has also been posted on the website of the
Company (www.ramapaper.com).

NON-DISQUALIFICATION OF DIRECTORS

None of the Directors of the Company are disqualified from being appointed or continued as the Directors
of the Company. A certificate to this effect has also been taken from Practicing Company Secretary Mr.
Sameer Kishore Bhatnagar, Company Secretaries, New Delhi and has been placed before the Board and
attached with this Report as Annexure-G.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and rules made there under, every company having
net worth of Rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net
profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility
Committee of the Board.

However, it is not applicable in case of your Company. Hence there is no need to form Corporate Social
Responsibility Committee and Corporate Social Responsibility Policy for the company as per the requirement
of the Companies Act, 2013.

FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

The details of programmes for familiarization of Independent Directors with the company, their roles and
responsibilities in the company, business model of the company and other related matter are updated on
the website of the Company (www.ramapaper.com).

To familiarize the new inductees as independent director with the strategy, operations and functions of our
Company, the executive directors make presentations to the inductees about the Company''s organization
structure, finance, human resources, facilities and risk management.

POLICY FOR PRESERVATION OF DOCUMENTS

In terms of applicable provisions of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 Company have incorporated policy for preservation of
documents as specified in the Regulation.

POLICYON MATERIALITYOF RELATED PARTY TRANSACTIONS

In terms of Regulation 23(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Company have incorporated policy to determine materiality of Related
Party Transactions as specified in the Regulation.

RISK MANAGEMENT POLICY

Enterprise Risk Management is a risk-based approach to manage an enterprise, identifying events that may
affect the entity and manage risks to provide reasonable assurance regarding achievement of entity''s
objective.

The risks identified by the Company broadly fall into the following categories viz. strategic risks, operational
risks, regulatory risks, financial and accounting risks, foreign currency and other treasury related risks and
information systems risks. The risk management process consists of risk identification, risk assessment,
risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks.

Your Board has laid down a risk management framework and policy to address the above risks. The objective
of the policy is to identify existing & emerging challenges that may adversely affect the Company and
manage risks in order to provide reasonable assurance to the various stakeholders. In the opinion of your
Board, none of the risks which have been identified may threaten the existence of the Company.

GENERAL

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

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

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

c) Issue of shares (including sweat equity shares) to directors or employees of the Company

d) Issue of Employee Stock Option Scheme to employees of the company

e) There is no subsidiary, Associate and joint venture of the company and further there are no companies, which
have become or ceased to be the subsidiary and joint venture of the company during the year.

f) No significant or material orders were passed by the regulators or courts or tribunals, which impact the going
concern status and Company''s operations in future.

g) Purchase of or subscription for shares in the company by the employees of the company.

h) There is no material subsidiary of company, so no policy on material subsidiary is required to be adopted.

Your Directors further state that:-

a) The Company has zero tolerance for sexual harassment and during the year under review, there were no
complaint received and no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

b) And there is no change in the nature of business of company during the year.

Acknowledgment

Your Directors take this opportunity to place on record their appreciation for the shareholders, bankers and other
business associates for their forbearance, understanding and support to the Company. They also wish to place on
record their great appreciation of the commitment, sense of involvement and dedication exhibited by each staff
member in the overall development, growth and prosperity of the company.

Place: New Delhi

Date: 06.09.2025 FOR RAAMA PAPER MILLS LIMITED (IN CIRP)

Sd/-

Sandeep Kumar Agrawal
(Resolution Professional)

Regn. No. IBBI/IPA-001/IP-P01135/2018-2019/11828

Mar 31, 2024

Pursuant to order dated 07^th June, 2024 passed by the Hon''ble National Company Law Tribunal, Allahabad
Bench, Corporate Insolvency Resolution Process ("CIRP") has been initiated against the Company in
accordance with the provisions of Insolvency and Bankruptcy Code, 2016 and related rules and regulations
issued thereunder. Mr. Sandeep Kumar Agrawal having IP Regn. No. Regn. No. IBBI/IPA-001/IP-
P01135/2018-2019/11828 has been appointed as Interim Resoltion Professional and later confirmed as
Resolution Professional in terms of the NCLT order.

The powers of the Board of Directors of the Company stands suspended effective from Insolvency
Commencement Date i.e. 07^th June, 2024 and such powers along with the management of the Company
are now vested with the RP in accordance with the section 17 and 23 of the code read with Regulation
15(2A) and (2B) of the SEBI (Listing Obligations and Disclosure Requirements), 2015. As a part of CIRP,
financial and operational creditors were called upon to submit their claims to the IRP on or before 5^thSeptember, 2024, being the last date of submission.

Corporate Overview

Overview of the Economy

India has emerged as the fastest-growing major economy in the world and is expected to be one of the top
three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong
partnerships. India''s appeal as a destination for investments has grown stronger and more sustainable
because of the current period of global unpredictability and volatility, and the record amounts of money
raised by India-focused funds in 2022 are evidence of investor faith in the "Invest in India" narrative.

Financial Results

(Rs. In Lakhs)

Particulars	2023-24	2022-23
Revenue	6159.73	8101.46
Profit before Financial Charges & Depreciation	(1262.56)	(65.00)
Less: Financial Charges	277.74	118.66
Less: Depreciation	393.62	368.47
Profit before Tax	(1933.92)	(552.13)

Add/Less: Deferred Tax Liability/Asset	-	-
Less: Previous Year Tax Liab.	(14.40)	-
Add: MAT Credit Entitlement	-	-
Profit After Tax	(1948.32)	(552.13)

Operations

During the year under review, your Company has Net Loss of Rs. (1948.32) Lakhs against the Net Loss of
Rs. 552.13 Lakhs in the previous year, the revenue has been decreased to Rs. 6159.73 Lakhs against the
previous year revenue of Rs. 8101.46 Lakhs.

CAPITAL

The paid up equity capital of the Company is Rs. 19,66,47,330 divided into 96,64,733 Equity Shares
of Rs. 10 each. It is important to point out here that the pending issue of 20,83,333 Equity Shares
made to the persons falling under the category "Promoter and Promoter Group" has now got the
trading approval from Bombay Stock Exchange and now they are allowed to be actively traded on the
exchange. The Company also has 10,00,000 Preference Shares of Rs.100 each. The Company has not
come out with any issue of securities during the year 2023-24.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, The Annual Return as on 31^st March 2024 is available on your
Company''s website; www.ramapaper.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN
FUTURE

The Honb''le Allahabad Bench of National Company Law Tribunal has vide its order dated 07.06.2024
admitted a petition under section 7 of the Insolvency and Bankruptcy Code, 2016 filed by M/s Amar
Ujala Limited and another. Mr. Sandeep Kumar Agrawal having Regn No. Regn. No. IBBI/IPA-
001/IP-P01135/2018-2019/11828 has been appointed as Interim Resolution Professional for the
Company. Later, in the first meeting of the Committee of Creditors held on 08.07.2024, he was confirmed
as the Resolution Professional for the Company to act as per the provisions of the code.

DIVIDEND AND RESERVES

During the year under review, your Company does not recommend any dividend in the absence of profits.
And also, your company has not made any transfer to Reserves during the financial year 2023-24.

FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT

There are no such frauds reported by auditors, which are committed against the company by officers or
employees of the company.

MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 2023Â¬
24

Company. Later, in the first meeting of the Committee of Creditors held on 08.07.2024, he was confirmed
as the Resolution Professional for the Company to act as per the provisions of the code. Further, the
operations at the factory are completely in shut mode due to acute shortage of the working capital in the
Company.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION AND REDRESSAL) ACT, 2013

During the financial year 2023-24, the Company did not receive any complaints on sexual harassment and
therefore, no complaints remain pending as of 31st March, 2024.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits covered under Chapter V of the Company Act, 2013 and
as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

BONUS ISSUE

During the year the Company has not issued any bonus shares.

INSURANCE

The Properties and insurable assets and interest of your Company such as buildings, plant & machinery
and stocks among others, are adequately insured.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

â¢ Retirement by Rotation

In accordance with the provisions of Section 152 of Companies Act, 2013 Smt. Sapna Agarwal, Director of
the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has
offered himself for re-appointment.

â¢ Appointment / Re-appointment and Cessation of Directors & KMP

None of the directors or KMP have been appointed/re-appointed during the period 2023-24. The Company
is under CIRP and the existing Board of Directors of the Company are suspended as per the provisions of
the Insolvency and Bankruptcy Code, 2016.

Pursuant to the provisions of Section 203 of the Act, your Company has following Key Managerial
Personnel(s):

â¢ Mr. Pramod Agarwal - Managing Director¹;

â¢ Mr. Nirdesh Agarwal - Chief Financial Officer;

â¢ Mr. Himanshu Duggal - Company Secretary;

DECLARATION BY THE INDEPENDENT DIRECTORS

All Independent Directors has given declarations to the company confirming that they meet the criteria of
independence as laid down under Section 149 (6) of The Companies Act, 2013 and Regulation 16(1) (b) of
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

COMPOSITION OF COMMITTEES

a) Audit Committee

The present Audit Committee of the board comprises of three members with independent directors forming
a majority, namely Mr. Vijay Pal Singh as Chairman, Ms. Amarjeet Sandhu and Mr. Pramod Agarwal as
members of the Committee.

All the recommendations made by the Audit Committee were accepted by the board.

Further, the Roles and Responsibility and other related matters of Audit Committee forms an integral part
of annual report.

b) Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Ms. Amarjeet Sandhu as chairman, and Mr.
Vijay Pal Singh and Mrs. Sapna Agarwal as members, all of whom are Non- Executive Directors.

All the recommendations made by the Nomination and Remuneration committee were accepted by the
board.

Further, the terms of reference and other related matters of Nomination.

c) Stakeholder Relationship Committee

Stakeholders Relationship Committee comprises of Mr. Vijay Pal Singh as Chairman and Ms. Amarjeet
Sandhu, Mr. Pramod Agarwal as members of the Committee.

The Committee is set up to monitor the process of share transfer, issue of fresh Share Certificates as well
as review of redressed of investors/shareholders grievances.

Further, the role and responsibility and other related matters of Stakeholders Relationship Committee forms
an integral part of Corporate Governance Report as part of annual report.

BOARD EVALUATION

NUMBER OF BOARD MEETINGS

The Board duly met at regular intervals to discuss and decide on business strategies/policies and review
the financial performance of the company. The notice along with Agenda and notes on agenda of each Board
Meeting was given in writing to each Director.

In the Financial Year 2023-24, the Board met sixteen (16) times. The interval between two meetings was
well within the period mentioned under Section 173 of Companies Act, 2013 and Regulation 17(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the Financial year 2023-24, the Board met sixteen (16) times. The meetings were held on
12.05.2023, 30.05.2023, 11.07.2023, 04.08.2023, 14.08.2023, 07.09.2023, 27.09.2023, 19.10.2023,
14.11.2023, 14.12.2023, 29.12.2023, 08.01.2024, 09.01.2024, 07.02.2024, 14.02.2024 and 27.03.2024.
The interval between two meetings was well within the maximum period mentioned under Section 173 of
the Companies Act, 2013 or within the extensions granted by the Ministry of Corporate Affairs during the
covid 19 pandemic and the Listing Regulations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes of financial statements as on 31.03.2024.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

Conservation of Energy

iii) The Capital investment on energy conservation equipment''s: During the year under review, the Company
has made normal routine maintenance but no capital expenditure has been made.

TECHNOLOGY ABSORPTION. ADAPTION & INNOVATION AND RESEARCH & DEVELOPMENT

No research & development or technical absorption or adaption & innovation taken place in the company
during the Financial Year 2022-23, the details as per rule 8(3) of The companies (Accounts) Rules 2014 are
as follows:

i) Efforts made towards technology absorption: - Nil

ii) Benefits derived like product improvement, cost reduction, product development or import substitution:
Nil

iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the
financial year)

a. Details of technology imported: Nil

b. Year of Import: NA

c. Whether the technology been fully absorbed: Nil

d. Areas where absorption has not taken place and the reasons there of: Nil

iv) Expenditure incurred on Research and Development: Nil

FOREIGN EXCHANGE EARNINGS AND OUTGO

As your Company imports waste paper from the various countries owing to its high recovery, therefore the
particulars relating to Foreign Exchange Earnings and Outgo are described hereunder.

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: Rs. 1061.76 Lakhs

CORPORATE GOVERNANCE

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, the directors hereby confirm that:

a) In the preparation of the Annual Accounts for the year ended 31st March, 2024 the applicable accounting
standards have been followed along with proper explanations relating to material departure.

b) Appropriate accounting policies have been selected and applied consistently and judgments and
estimates have been made that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2024 and of the Profit of the Company for the year ended 31st
March, 2024.

c) Proper and sufficient care has been taken for the maintenance of accounting records in accordance with
the Provisions of the Companies Act, 2013. They further confirm that there are adequate systems and
controls for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

d) The financial statements have been prepared on a going concern basis.

e) That the Director had laid down internal financial controls to be followed by Company and such internal
Controls are adequate and were operating effectively; and

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

MANAGEMENTS'' DISCUSSION AND ANALYSIS REPORT

AUDITORS AND AUDITORS'' REPORT

The Board of Directors of your Company has appointed Jagdish Chand & Co., Chartered Accountants as the
statutory auditors of the Company for the period of five years from the conclusion of last annual general
meeting till the conclusion of annual general meeting to be held for the Financial Year 2026-27.

The auditor report and notes on accounts referred to in the Auditors Report is self-explanatory and there
are no adverse remarks or qualification in the Report.

COST AUDIT

The Board of Directors on the recommendation of the Audit Committee has appointed M/s. Jain Sharma &
Company, Cost Accountants as the Cost Auditor of the Company for the Financial Year 2024-25. As it
requires under the Companies Act 2013, a resolution seeking member''s approval for the remuneration
payable to the Cost Auditor forms part of the Notice convening Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of the Section 204 of the Companies Act 2013 and rules made thereunder, the
Board has appointed Ms. Sameer Kishore Bhatnagar, Company Secretary in Practice to conduct the
Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the
Financial Year is attached herewith as Annexure C which forms integral part of this report.

Explanation on Comments of Secretarial Auditor in Secretarial Audit Report for the Financial Year
ended 31st March, 2024:

â¢ The Preference Shares are due for redemption during the financial year.

- The management of the Company due to liquidity crunch has failed to redeem the said preference
shares in due course of time.

â¢ The Deposit of PF is pending during during the Financial Year.

- The Company has already deposited the PF dues but with some delays occurred due to the
liquidity issues.

â¢ Regulation 33 i.e. failed to submit Unaudited Standalone Financial Results for the period ending
March 2023, September 2023, December 2023 and March 2024 to the Stock Exchange within the
prescribed stipulated time.

- The said filing got delayed for the period of 3 days from the due date of filing and the Company
undertakes to be more careful in future about timely updating the relevant disclosures to the
exchange.

â¢ The Company has defaulted in repayment of Inter-Corporate Deposit (ICD) taken from M/s Amar
Ujala Limited and M/s Impressions Printing and Packaging Limited.

- The Company has failed to repay its obligations due to acute liquidity crunch and huge financial
losses due to working capital limitations.

â¢ There are regular defaults in payment of TDS due during the year.

- There may be delays of delay during the year under review. However, the Company has paid
the entire dues along with interest and penalties.

Internal Auditor

As per requirements of Section 138 of Companies Act, 2013 read with Rule 13 of Companies (Accounts)
Rules 2014, The Board of Directors on the recommendation of the Audit Committee appointed M/s. GR &
Company, Chartered Accountants, as the Internal Auditor of the Company for the Financial Year 2023-24.

Internal Control System and Their Adequacy

Risk Management

During the year under review, the senior officials of the Company performs the task of risk management to
identify and evaluate elements of business risk. Consequently, a revised robust Business Risk Management
framework is in place. The risk management framework defines the risk management approach of the
Company and includes periodic review of such risk and also documentation, mitigation control and reporting
mechanism of such Risk.

Details of Subsidiary Companies, Joint Ventures and Associate Company, and their Financial
Position

LISTING OF SECURITIES

The Company''s Equity Shares are listed on Bombay Stock Exchange.

RELATED PARTY TRANSACTIONS

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the
website of the Company (www.ramapaper.com).

POLICIES & DISCLOSURES

VIGIL MECHANISM

NOMINATION AND REMUNERATION POLICY

The nomination and remuneration committee has recommended to the Board:

CORPORATE SOCIAL RESPONSIBILITY

FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

POLICY FOR PRESERVATION OF DOCUMENTS

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTIONS

RISK MANAGEMENT POLICY

Enterprise Risk Management is a risk based approach to manage an enterprise, identifying events that may
affect the entity and manage risks to provide reasonable assurance regarding achievement of entity''s
objective.

information systems risks. The risk management process consists of risk identification, risk assessment,
risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks.

GENERAL

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

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

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

c) Issue of shares (including sweat equity shares) to directors or employees of the Company

d) Issue of Employee Stock Option Scheme to employees of the company

e) There is no subsidiary, Associate and joint venture of the company and further there are no companies,
which have become or ceased to be the subsidiary and joint venture of the company during the year.

f) No significant or material orders were passed by the regulators or courts or tribunals, which impact the
going concern status and Company''s operations in future.

g) Purchase of or subscription for shares in the company by the employees of the company.

h) There is no material subsidiary of company, so no policy on material subsidiary is required to be adopted.

Your Directors further state that:-

a) The Company has zero tolerance for sexual harassment and during the year under review, there were
no complaint received and no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

b) And there is no change in the nature of business of company during the year.

Acknowledgment

Your Directors take this opportunity to place on record their appreciation for the shareholders, bankers and
other business associates for their forbearance, understanding and support to the Company. They also wish
to place on record their great appreciation of the commitment, sense of involvement and dedication
exhibited by each staff member in the overall development, growth and prosperity of the company.

Place: Delhi

Date: 06.09.2024 FOR RAAMA PAPER MILLS LIMITED (IN CIRP)

Sd/- Sd/- Sd/-

Sandeep Kumar Agrawal Pramod Agarwal Smt. Vandani Vohra

(Resolution Professional) (Managing Director) (Director)

Regn. No. IBBI/IPA- (Powers Suspended) (Powers Suspended)
001/IP-P01135/2018-
2019/11828

The powers of Mr. Pramod Agarwal have been suspended as per the provisions of Insolvency and
Bankruptcy Code, 2016.

Mar 31, 2015

The Directors are pleased to present their 30th Report along with the Audited Accounts for the year ended 31st March, 2015.

Corporate overview

Rama Paper Mills Limited ("Your Company") is a leading Indian Newsprint, Duplex Board, Tissue manufacturing Company.

Overview of The Economy

As per the latest GDP growth estimates, Indian economy grew by 7.4% in FY15 compared to 6.9% in FY14, mostly driven by improved economic fundamentals and revision of GDP methodology calculation. Even inflation showed signs of moderation, a welcome sign Â wholesale price and consumer price inflation declined to 4.2% and 7.4% respectively, compared with last year's 6.3% and10.1%. Reduced inflation falling crude oil prices, stable Rupee, Improved purchasing power and consumer spending, hogher capital inflows supported by the Government policy reforms have already put India on an accelerating growth track and improved the business outlook.

The Government envisages GDP growth to accelerate to 8% in FY16 driven by strengthening macroeconomics fundamentals and implementation of policy reforms recently announced. Reforms like e- auction of coal mines and telecom, FDI hike in insurance, speedier regulatory approvals etc. will be critical growth enablers to de-bottleneck stalled projects, improve the investment outlook and the ease of doing business in the country. Reforms currently underway such as GST implementation, Amendments on Land acquisition bill, Labour reforms, etc, are expected to provide the requisite thrust for growth in the medium- term.

Financial Results

(In Lacs) Particulars 2014-15 2013-14

Turnover 12348.02 17795.48

Profit before Financial Charges & Depreciation 2224.11 1622.46

Less: Financial Charges 903.67 873.16

Less: Depreciation 313.13 666.04

Profit before Tax 1007.31 83.26

Add/Less: Deferred Tax Liability/ Asset 180.95 111.20

Less: Provision for Tax (MAT) 0.00 0.00

Add: MAT Credit Entitlement 0.00 0.00

Profit After Tax -826.36 -27.94

Operations

During the year under review, your Company has suffered the Net Loss of Rs. 826.36 Lacs against the Net Loss of Rs.27.94 Lacs in the previous year, though the turnover has reduced to Rs. 12348.02 Crore against the previous year turnover of Rs. 177.95 Crore. The loss has resulted mainly due to depressed market conditions in paper industry, coupled with increase in raw material cost. Moreover the increased capacity also could not be fully utilized.

Dividend

Since the Company incurred Net Loss during the financial year, your Directors regret their inability to recommend any dividend.

Directors

Shri Gyanveer Singh will retire by rotation and being eligible, offers himself for re-appointment. During the year under review, the Directors of your Company proposes the appointment of Smt. Amarjeet Sandhu as independent director of the Company pursuant to the provisions of Sections 149, 150 and 152 of the Companies Act, 2013. The Directors of your Company feels that her continued support in the Board of the Company would be in the best interest of the Company as well as its stakeholders and therefore recommend her appointment as the Independent Director of the Company. They have also given the certificate of independence as required under the Section 149(7) of the Companies Act, 2013. During the year under review, Smt. Amarjeet Sandhu was also appointed as the additional director on the Board of Directors of the Company and offers himself for re-appointment.

Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the independent Directors was completed. The performance evaluation of the Chairman and non independent Directors was carried out by the independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Number of Board Meetings

The details of the number of meetings of the Board held during the Financial Year 2014-15 forms part of the Corporate Governance Report.

Particulars of Loan Guarantees Or Investments by Company

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the companies Act, 2013 are given in the notes of financial statements.

POLICIES &DISCLOSURES

VIGIL MECHANISM

The Vigil Mechanism/Whistle blower Policy of the company provides that protected disclosures can be made by a whistle blower through an email to the Chairman of the audit committee. The Whistle Blower Policy can be accessed on the Company's Website (www.ramapaper.com). This dosclosure also forms part of the Corporate Governance Report under Clause 49 of the Listing Agreement.

Remuneration and Nomination policy

The nomination and remuneration committee has recommended to the Board:

a) A policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. .The details of this policy are attached as Annexure tp this report and

b) Further, Policy for selection criteria of Directors and Senior Management and Criteria for determining qualifications, positive attributes and director independence is also attached as Annexure to this Report. The Remuneration and Nomination Policy have also been posted on the website of the Company (www.ramapaper.com).

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and rules made there under, every company having net worth of Rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board.

However, it is not applicable in case of your Company. Hence there is no need to form Corporate Social Responsibility Committee and Corporate Social Responsibility Policy for the company as per the requirement of the Companies Act, 2013.

FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

The details of programmes for familiarization of Independent Directors with the company, their roles and responsibilities in the company, business model of the company and other related matter are updated on the website of the Company (www.ramapaper.com).

To familiarize the new inductees as independent director with the strategy, operations and functions of our Company, the executive directors make presentations to the inductees about the Company's organization structure, finance, human resources, facilities and risk management.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a director. The Formal format of the letter of appointment is available on our website.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee in the company, which draws the remuneration in excess of the limits set out in the said rules.

Disclosures pertaining to remuneration and other details of directors & KMP as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure to this Report.

Related Party Transaction

All transactions entered with Related parties for the year under review were on arm's length basis and pursuant to Section 188 of the Companies Act 2013, thus disclosure in Form AOC 2 is annexed with Annual Report. The Company has developed a Related Party transactions framework through standard operating procedure for the purpose of identification and monitoring of such transaction.

All Related party transactions are placed before the Audit Committee as also to the Board for approval. None of the Directors has any pecuniary relationship or transactions vis-aÂvis the Company. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company (www.ramapaper.com).

Significant and Material Order Passed By the Regulators or Court

There are no Significant and material orders passed by the Regulator/Courts that would impact going concern status of the company and its future operations.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo Particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given hereunder:

Conservation of Energy

i.) Steps taken or impact on conservation of energy: Energy conservation efforts are ongoing activities. During the year under review further efforts were made to ensure optimum utilization of electricity.

ii) Steps taken by the company for utilizing alternate sources of energy: The Company has shifted its energy generation from husk basis to pet coke basis, which has resultant effect in the Cost of Energy.

iii) The Capital investment on energy conservation equipments: During the year under review, the Company has made an capex of Rs. 50 Lacs for shifting the husk based power plant to pet coke basis.

Technology Absorption, Adaption & Innovation and Research & Development

No research & development or technical absorption or adaption & innovation taken place in the company during the Financial Year 2014 Â 2015, the details as per rule 8(3) of The companies (Accounts) Rules 2014 are as follows:

i) Efforts made towards technology absorption: - Nil

ii) Benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)- a) Details of technology imported: Nil

b) Year of Import: Nil

c) Whether the technology been fully absorbed: Nil

d) Areas where absorption has not taken place and the reasons there of: Nil

iv) Expenditure incurred on Research and Development: Nil

Foreign Exchange Earnings and Outgo

As your Company does not deal in Foreign Exchange, therefore the particulars relating to Foreign Exchange Earnings and Outgo are not applicable to your Company.

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo : Nil

Corporate Governance and Management Discussion and Analysis Reports

The Corporate Governance and Management Discussion and Analysis Reports, which form an integral part of this report, are set out as separate annexure to this report together with the Certificate from the Auditors of the Company confirming compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchange.

Directors Responsibility Statement

To the Best knowledge and belief and accordingly to the information and explanation obtained by them, your Directors make the following statement Pursuant to Section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that:

a) In the preparation of the Annual Accounts for the year ended 31st March, 2015 the applicable accounting standards have been followed along with proper explanations relating to material departure.

b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the Profit of the Company for the year ended 31st March, 2015.

c) Proper and sufficient care has been taken for the maintenance of 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 financial statements have been prepared on a going concern basis.

e) That the Director had laid down internal financial controls to be followed by Company and such internal Controls are adequate and were operating effectively; and

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

Statutory Auditors and Auditors' Report

M/S Shiam & Co., Chartered Accountants, Statutory Auditors of your Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment. They have confirmed their eligibility for reappointment under the provisions of Section 139(1) of the Companies Act, 2013. The Boards recommend their appointment.

The report of the Auditors is self -explanatory, therefore does not require any specific comments.

Cost Audit

As per requirement of Central Government and pursuant to section148 of Companies Act 2013 read with the Companies (Cost records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of Cost records relating to the Company.

The Board of Directors on the recommendation of the Audit Committee has appointed M/S. Jain Sharma and Associates, Cost Accountants, as the Cost Auditor of the Company for the Financial Year 2015-16. As requires under the Companies Act 2013, a resolution seeking member's approval for the remuneration payable to the Cost Auditor forms part of the Notice convening Annual General Meeting.

Secretarial Audit

Pursuant to the provisions of the Section 204 of the Companies act 2013 and rules made there under, the Company has appointed M/s. S.Jha & Associates, Company Secretaries to undertake the secretarial Audit of the Company. The secretarial Audit Report is included as Annexure and form an integral part of this report.

Internal Control System And Their Adequacy

Your Company has an effective internal Control and risk mitigation system, which are constantly assessed risk mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The Company's internal Control System is commensurate with its size, scale and complexities of its operations.

The Audit Committee of the Board of directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to the strengthen the same. The company has a robust Management information system, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statuary Auditors and the Business heads are periodically apprised of the internal Audit findings and Corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant Audit observation and corrective actions taken by the management are presented to Audit Committee of the Board. To maintain its objectivity and independence, the internal Audit function reports to the Chairman of the Audit Committee.

Risk Management

During the year under review, the senior officials of the Company performs the task of risk management to identify and evaluate elements of business risk. Consequently a revised robust Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risk and also documentation, mitigation control and reporting mechanism of such Risk.

Material Changes and Commitments after the date of close of Financial Year 2014 Â 15

There is no material changes and commitment affecting the financial position of company after the close of financial year 2014-2015 till the date of report.

DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES, AND THEIR FINANCIAL POSITION

There is no subsidiary, Associate and joint venture of the company and further there are no companies, which have become or ceased to be the subsidiary and joint venture of the company during the year.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of Companies Act, 2013 are included in this report as Annexure and forms an integral part of this report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation for the shareholders, bankers and other business associates for their forbearance, understanding and support to the Company. They also wish to place on record their great appreciation of the commitment, sense of involvement and dedication exhibited by each staff member in the overall development, growth and prosperity of the company.

Date : 13th August, 2015

Place: Kiratpur FOR AND ON BEHALF OF THE BOARD OF RAMA PAPER MILLS LTD.

Sd/- Sd/-

ARUN GOEL PRAMOD AGARWAL

EXECUTIVE DIRECTOR MANAGING DIRECTOR

Mar 31, 2014

The Members,

The Directors are pleased to present their 29th Report along with the Audited Accounts for the year ended 31st March, 2014

Financial Results

(RS.in Lacs) Particulars 2013-14 2012-13

Turnover 17795.48 15492.63

Profit before Financial Charges & Depreciation 1622.46 977.25

Less: Financial Charges 873 16 904 76

Less: Depreciation 666.04 664.31

Profit before Tax 83.26 -591.82

Add/Less: Deferred Tax Liability/Asset 111 20 184 92

Less: Provision for Tax (MAT) 0 00 0 00

Add: MAT Credit Entitlement 0 00 0 00

Profit After Tax -27.94 -406.90

Operations

During the year under review, your Company has suffered the Net Loss of Rs. 27.94 Lacs against the Net Loss of Rs.406.90 Lacs in the previous year, though the turnover has increased to Rs.177.95 Crores against the previous year turnover of Rs.154.92 Crores. The loss has resulted mainly due to depressed market conditions in paper industry, coupled with increase in raw material cost. Moreover the increased capacity also could not be fully utilized.

Dividend

Since the Company incurred Net Loss during the financial year, your Directors regret their inability to recommend any dividend.

Directors

Shri Manish Garg will retire by rotation and being eligible, offers himself for re-appointment. During the year under review, The Directors of your Company proposes the appointment of Sh. Manish Garg (the retiring director at the ensuing general meeting), Sh. Prabhat Kumar and Sh. H S Bhimrao as independent directors of the Company pursuant to the provisions of Sections 149, 150 and 152 of the Companies Act, 2013. The Directors of your Company feels that their continued support in the Board of the Company would be in the best interest of the Company as well as its stakeholders and therefore recommend their appointment as the Independent Directors of the Company. They has also given the certificate of independence as required under the Section 149(7) of the Companies Act, 2013. During the year under review, Sh. Gyanveer Singh was appointed as the additional director on the Board of Directors of the Company and offers himself for re- appointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo The information as required under Section 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters forms part of this report and is annexed hereto as Annexure A.

Corporate Governance and Management Discussion and Analysis Reports

The Corporate Governance and Management Discussion and Analysis Reports, which form an integral part of

this report, are set out as separate annexure to this report together with the Certificate from the Auditors of

the Company confirming compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchange.

Statutory Auditors and Auditors'' Report

M/S Shiam & Co., Chartered Accountants, Statutory Auditors of your Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment. They have confirmed their eligibility for reappointment under the provisions of Section 139(1) of the Companies Act, 2013.

The Boards recommend their appointment.

The report of the Auditors is self -explanatory, therefore does not require any specific comments.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed that:

a) In the preparation of the Annual Accounts for the year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanations relating to material departure.

b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit of the Company for the year ended 31st March, 2014.

c) Proper and sufficient care has been taken for the maintenance of 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.

d) The financial statements have been prepared on a going concern basis.

Particulars of Employees

There is no employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of section 58A of the Companies Act 1956.

INSURANCE

All properties and insurable assets of the Company, including Building, Plant & Machinery and Stocks have been adequately insured, wherever necessary

Industrial Relations

During the year under review, the industrial relations in the company continued to be cordial and peaceful.

THE INFORMATION TO BE TAKEN ON RECORD

The Board of Directors of the Company for the purpose of increasing the capitalization of assets, intends to execute an agreement to sell, of the land of the Company situated at Khasra No. 27, 24, 25, 26 and 18 admeasuring 0.165 Hec, 0.455 Hec, 0.187 Hec, 0.378 and 0.202 Hec respectively and the Land & Building situated at the Rama Vihar Colony admeasuring 7, 400 sq. mt (approx) situated at the Najibabad Road, Kiratpur, Distt. Bijnor by exercising the powers vested under the Board of Directors of the Company under Section 179 and 180 of the Companies Act, 2013.

The Board of Directors of the Company wish to inform the shareholders of the Company and the same may be taken on record.

Acknowledgements

Your Directors wish to place on record their appreciation for the assistance and co- operation that your company has received from the Govt. of India, Govt. of U.P., Bankers, Stakeholders and all others, whose continued support has been a source of strength to the company. Your Directors also wish to place on record their sincere appreciation to the devotion and commitment of every employee of the Company.

Date: 14th August, 2014 Place: Kiratpur FOR AND ON BEHALF OF THE BOARD OF RAMA PAPER MILLS LTD.

Sd/- PRAMOD AGARWAL CHAIRMAN & MANAGING DIRECTOR

Mar 31, 2013

To The Members,

The Directors are pleased to present their 28th Report alongwith the Audited Accounts for the year ended 31st March, 2013

Financial Results (Rs.in Lacs)

Particulars 2012-13 2011-12

Turnover 15492.63 13815.71

Profi t before Financial Charges & Depreciation 977.25 976.78

Less: Financial Charges 904.76 829.66

Less: Depreciation 664.31 662.43

Profi t before Tax -591.82 -515.31

Add/Less: Deferred Tax Liability/Asset 184.92 52.48

Less: Provision for Tax (MAT) 0.00 0.00

Add: MAT Credit Entitlement 0.00 0.00

Profi t After Tax -406.90 -462.83

Operations

During the year under review, your Company has suffered the Net Loss of Rs. 406.90 Lacs against the Net Loss of Rs.462.83 Lacs in the previous year, though the turnover has increased to Rs.154.92 Crores against the previous year turnover of Rs.138.15 Crores. The loss has resulted mainly due to depressed market conditions in paper industry, coupled with increase in raw material cost. Moreover the increased capacity also could not be fully utilized.

Dividend

Since the Company incurred Net Loss during the fi nancial year, your Directors regret their inability to recommend any dividend.

Directors

Shri H.S Bhimrao will retire by rotation and being eligible, offers himself for re-appointment. During the year under review, Shri Manish Garg was appointed as an Additional Director at the meeting of Board held on February 14th 2013. Further Smt Sunita Agarwal was also appointed as additional director on April 01, 2013.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

The information as required under Section 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters forms part of this report and is annexed hereto as Annexure A.

Corporate Governance and Management Discussion and Analysis Reports

The Corporate Governance and Management Discussion and Analysis Reports, which form an integral part of this report, are set out as separate annexure to this report together with the Certifi cate from the Auditors of the Company confi rming compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchange.

Statutory Auditors and Auditors'' Report

M/S Shiam & Co., Chartered Accountants, Statutory Auditors of your Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment. They have confi rmed their eligibility for reappointment under the provisions of Section 224(1B) of the Companies Act, 1956.

The Boards recommend their appointment.

The report of the Auditors is self -explanatory, therefore does not require any specifi c comments.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, it is hereby confi rmed that:

a) In the preparation of the Annual Accounts for the year ended 31st March, 2013 the applicable accounting standards have been followed along with proper explanations relating to material departure.

b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the Profi t of the Company for the year ended 31st March, 2013.

c) Proper and suffi cient care has been taken for the maintenance of 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.

d) The fi nancial statements have been prepared on a going concern basis.

Particulars of Employees

There is no employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of section 58A of the Companies Act 1956.

INSURANCE

All properties and insurable assets of the Company, including Building, Plant & Machinery and Stocks have been adequately insured, wherever necessary

Industrial Relations

During the year under review, the industrial relations in the company continued to be cordial and peaceful.

Acknowledgements

Your Directors wish to place on record their appreciation for the assistance and co- operation that your company has received from the Govt. of India, Govt. of U.P., Bankers, Stakeholders and all others, whose continued support has been a source of strength to the company. Your Directors also wish to place on record their sincere appreciation to the devotion and commitment of every employee of the Company.

Date: 14th August, 2013

Place: Kiratpur For and on behalf of the Board of

RAMA PAPER MILLS LTD.

Sd/-

PRAMOD AGARWAL CHAIRMAN & MANAGING DIRECTOR

Mar 31, 2012

The Directors are pleased to present their 27th Report alongwith the Audited Accounts for the year ended 31st March 2012

Financial Results (Rs. in Lacs)

Particulars 2011-12 2010-11

Turnover 13815.71 12577.89

Profit before Financial Charges & Depreciation 976.78 555.46

Less: Financial Charges 829.66 989.84

Less Depreciation 662.43 632.21

Profit before Tax -515.31 1066.59

Add/Less: Deferred Tax Liability 52.48 305.86

Less: Provision for Tax (MAT) 0.00 0.00

Add: MAT Credit Entitlement 0.00 0.00

Profit After Tax -462.83 -760.73

Profit/Loss brought forward from previous year 655.49 1416.22

Balance carried to Balance Sheet 192.66 655.49

Operations

During the year under review, your Company has suffered the Net Loss of Rs. 462.83 lacs against the Net Loss of Rs. 760.73 lacs in the previous year, though the turnover has increased to Rs.138.16 Crore against the previous year turnover of Rs. 125.78 Crore. The loss was resulted mainly due to depressed market conditions in paper industry, coupled with increase in raw material cost. Moreover the increased capacity also could not be fully utilized.

The Management is also pleased to inform that your Company has been issued 28484 CERs on 20th July' 2012 (IIIrd Issuance) and further Monitoring Report for the period 01st August 2011 to 31st March 2012 for issue of 16125 has now been web hosted.

Dividend

Since the Company incurred Net Loss during the financial year, your Directors regret their inability to recommend any dividend.

Directors

Shri Prabhat Agarwal will retire by rotation and being eligible, offers himself for re-appointment. During the year under review, Mr. Amar Mittal resigned from the Board of Directors of the Company and the Board was pleased to appoint Shri Manish Garg as an Additional Director at its meeting held on November 4th 2011. A notice under section 257 of the Companies Act' 1956 has been received from a member of the company proposing his candidature for office of Director, liable to retire by rotation and now put before the members for their approval.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

The information as required under Section 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters forms part of this report and is annexed hereto as Annexure A.

Corporate Governance and Management Discussion and Analysis Reports

The Corporate Governance and Management Discussion and Analysis Reports, which form an integral part of this report are set out as separate Annexure to this report together with the Certificate from the Auditors of the Company confirming compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchange.

Statutory Auditors and Auditors' Report

M/S Shiam & Co., Chartered Accountants, Statutory Auditors of your Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment. They have confirmed their eligibility for reappointment under the provisions of Section 224(1B) of the Companies Act, 1956.

The Boards recommend their appointment.

The report of the Auditors is self -explanatory, therefore does not require any specific comments.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed that:

a) In the preparation of the Annual Accounts for the year ended 31st March, 2012 the applicable accounting standards have been followed along with proper explanations relating to material departure.

b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the Profit of the Company for the year ended 31st March, 2012.

c) Proper and sufficient care has been taken for the maintenance of 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.

d) The financial statements have been prepared on a going concern basis.

Particulars of Employees

There is no employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of section 58A of the Companies Act 1956.

INSURANCE

All properties and insurable assets of the Company, including Building, Plant & Machinery and Stocks have been adequately insured, wherever necessary

Industrial Relations

During the year under review, the industrial relations in the company continued to be cordial and peaceful

Acknowledgements

Your Directors wish to place on record their appreciation for the assistance and co-operation that your company has received from the Govt, of India, Govt, of U.P., Bankers, Stakeholders and all others, whose continued support has been a source of strength to the company. Your Directors also wish to place on record their sincere appreciation to the devotion and commitment of every employee of the Company.

For and on behalf of the Board of RAMA PAPER MILLS LIMITED

Sd/ PRAMOD AGARWAL CHAIRMAN &. MANAGING DIRECTOR

Dated: 14-08-2012 Place: Kiratpur

Mar 31, 2011

The Members,

The Directors are pleased to present their 26th Report alongwlth the Audited Accounts for the year ended 31st March, 2011

Financial Results Rs, in lacs

Particulars 2010-11 2009-10

Turnover 12577.89 10971.72

Profit before Financial Charges & Depreciation 555.46 1187.59

less; Financial Charges 989.84 673.42

less: Depredation 632.21 506.96

Profit before Tax -1066.59 7.21

Add/Less: Deferred Tax Liability -305.86 6.18

Less: Provision for Tax (MAT) -760.73 1.11

Add: MAT Credit Entitlement 0.00 1.11

Profit After Tax -760.73 1.03

Profit: / Loss brought forward from previous year 1416.22 1415.17

Balance carried to Balance Sheet 655.49 1416.22

Operations

During the year under review, your Company has suffered the Not toss of Rs.760,73 lacs against the marginal profit of Rs.1.03 lacs in the previous- year though the turnover has increased to Rs. 125.78 Crore against the previous year turnover of Rs. l09.71 Crores: The loss has resulted mainly due to sharp hike In raw material cost not corresponingly re- imbursed from the selling price increase. The cost of raw materia! increased fey 30% over the previous year, whereas the selling price was increased by 11% only over the previous yeac Moreover the Increased capacity also could not be fully operational,

The Management is also pleased to inform that your Company's Monitoring Report for the period 01st January 2009 to 31st Nay 2010 requesting issuance Of 34439 CERs has now been under Information & Reporting Check with UNFOCC.

Dividend

Since the Company incurred Net Loss during the financial year, your Directors regret their inability to recommend any dividend.

Directors

Shri H.S. Bhimrao will retire by rotation and being eligible, offers himself for re-appointment.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and outgo

The information as required under Section 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters forms part of this report and is annexed hereto as Annexure A.

Corporate Governance and Management Discussion and Analysis Reports

The Corporate Governance and Management Discussion and Analysis Reports, which form an integral part of this report, are set out as separate annexure to this report together with the Certificate from toe Auditors of the Company confirming compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchange

Statutory Auditors and Auditors' Report

M/S Shiam & Co., Chartered Accountants, Statutory Auditors of your Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment, They have confirmed their eligibility for reappointment under the provisions of Section 224(18) of toe Companies Act, 1956.

The Boards recommend their appointment.

The report of the Auditors is self -explanatory, therefore does not require any specific comments.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1056, it is hereby confirmed mat:

a) in the preparation of the Annual Accounts for the year ended 31st March, 2011 the applicable accounting standards have been) followed along with proper explanations relating to material departure,

b) Appropriate accounting policies have been selected and applied consistently and Judgments and estimates have been made that are reasonable and prudent so as to give a due and fair view of the state of affairs of the Company as at 31st March, 2011 and of the Profit of the Company for the year ended 31st March, 2011,

c) Proper and sufficient care has been taken for the maintenance of 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.

d) The financial statements have been prepared on a going concern basis.

Particulars of Employees

There is no employee covered under the provisions, of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975,

Fixed Deposits

Your Company has not accepted any deposits within the meaning of section 58A of the Companies Act 1958.

INSURANCE

All properties and insurable assets of the Company, including Building, Plant St Machinery and Stocks have been adequately insured, wherever necessary,

Industrial Relations

During the year under review, the industrial relations in the company continued to be cordial and peaceful.

Acknowledgements

Your Directors wish to place on record their appreciation for the assistance and co-operation that your company has received from the Govt of India, Govt of U.P Bankers, Stakeholders and all otters, whose continued support has been a source of strength to the company. Your Directors also to wish to place on record their sincere appreciation to the devotion and commitment of every employee of the Company.

For and on behalf of the Board of RAHA PAPER. MILLS LIMITED

Sd/ Dated: 14-08-2011 PRAMOD AGARWAl Place: Kiratpur CHAIRMAN St. MANAGING DIRECTOR

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article