Mar 31, 2015
Dear Members,
The Directors present the 24th ANNUAL REPORT together with the Audited
Financial Statement for the Financial Year 2014-15 ended on 31st March,
2015.
1. FINANCIAL RESULTS:
(Rs in lacs)
Particulars 2014-15 2013-14
Profit before Interest and Depreciation 1406.19 1094.51
Less: Interest 595.51 514.26
Profit before Depreciation 810.68 580.25
Less: Depreciation 452.02 308.05
Profit before Tax 358.66 272.20
Less: Provision for Taxation 85.35 54.46
Less: MAT (Credit) Entitlement - (30.28)
Less : Prior period adjustments 5.24 8.52
Less: Deferred Tax Liability 30.60 65.28
Net Profit 237.47 174.22
Add: Balance Brought Forward 907.09 732.87
Balance carried to Balance Sheet 1144.56 907.09
There are no material changes and commitment affecting the financial
position of the Company which have occurred between 1st April, 2015 and
date of this report.
2. DIVIDEND:
With a view to conserve the resources for the working capital
requirement of the Company, the Board of Directors has not recommend
any dividend on the Equity Shares for the year under review.
3. REVIEW OF OPERATIONS:
The Company achieved production of 35182 M.T. of Newsprint/Writing and
Printing paper during the year under review compared to 26710 M.T.
during 2013-14. The Company achieved sales of 36147 M.T. during the
year under review compared to 26330 M.T. during 2013-14. The Company
had to shut down its production facilities for 10 days for maintenance.
The Company has earned Profit before Interest and Depreciation of' 1406
Lacs during the year under review compared to ' 1095 Lacs during
2013-14. The above results have been achieved by improving product
quality resulting in increased realization and efficiently running the
plant resulting in lesser consumption of raw materials.
After providing for Depreciation, Prior period adjustments and
Taxation, the Net Profit for the year under review stood ' 237 Lacs
compared to ' 174 Lacs during 2013-14.
4. NEW PROJECTS:
4.1 NEWS PRINT DIVISION:
The Company has spent substantial amount during the year under review
for increasing the installed capacity to 125 M.T. per day as well as
for providing facilities for better quality of production.
During this second phase of expansion, the Company has installed
various machineries which will increase the production with improvement
in quality of the product. The Company has also installed various other
balancing equipments to increase the production.
4.2 TOOLS DIVISION:
The Company commenced production of Abrasive Tools and for this purpose
the Company had incurred capital expenditure which is now converted in
to Fixed assets of the Company. The diversification is partly funded
from Company's internal accruals and partly from the Financial
Assistance from the Bankers of the Company. The necessary arrangements
have also been made with the Bankers of the Company for Working Capital
Finance.
5. FUTURE PLANS:
As informed earlier, the installed capacity to manufacture
Newsprint/Writing & Printing Paper is increased to 125 M.T. per day.
The Management is planning to increase the installed capacity in a
phased manner and to further modernise the plant for saving of various
energies such as power, steam etc.
The expansion will be funded out of internal accruals and term loans
from Banks and Financial Institution. The Company will be able to
undertake good quality of Writing and Printing paper in addition to
Newsprint with this substantial expansion production.
6. LISTING :
The Equity Shares of the Company are listed on BSE Limited. The Company
is regular in payment of Annual Listing Fees. The Company has paid
Listing fees up to the year 2015-16.
7. DIRECTORS:
7.1 Mr. Prakash R. Vora has been reappointed as Managing Director of
the Company.
7.2 Mr. Udayan D. Velvan has been reappointed as Executive Director of
the Company.
7.3 Ms. Anita S. Dave was appointed as Independent Director w.e.f. 24th
March, 2015.
7.4 The Board of Directors duly met 9 times during the financial year
under review.
7.5 The Board has made necessary evaluation of its own performance and
that of its commitments and of individual Directors.
7.6 The performance evaluation of the Chairman, Executive and
Non-Executive Directors was carried out by at the meeting of the
Independent Directors held on 24th March, 2015.
7.7 DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act, 2013,
it is hereby confirmed:
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent, so as to give a true and fair view of the state
of affairs of the Company at 31st March, 2015 being end of the
financial year 2014-15 and of the profit of the Company for the year;
(iii) that the Directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Directors had prepared the annual accounts on a going
concern basis.
(v) the Directors, had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
(vi) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
8. MANAGERIAL REMUNERATION:
8.1 REMUNERATION OF DIRECTORS:
Sr. Name of the Director Remuneration % Parameters
No. & Designation for the year increase
over last
year
1. Mr. Prakash R. Vora - 15,00,000 6% Higher
Managing Director responsibility
and time
2 Mr. Udayan D. Velvan - 15,00,000 6% involvement
Executive Director due to
current
expansion &
modernisation
Sr. Name of the Director Median Ratio Commission
No. & Designation of received
Employees from
Remuneration Holding/
Subsidiary
1. Mr. Prakash R. Vora - 1,40,148 11:1 -
2 Mr. Udayan D. Velvan - 1,40,148 11:1 -
Executive Director
The Board of Directors has framed a Remuneration Policy that assures
the level and composition of remuneration is reasonable and sufficient
to attract, retain and motivate Directors, Key Managerial Personnel and
Senior Management to enhance the quality required to run the Company
successfully. The Relationship of remuneration to performance is clear
and meets appropriate performance benchmarks. All the Board Members and
Senior Management personnel have affirmed time to time implementation
of the said Remuneration policy.
8.2 MARKET CAPITALISATION:
Sr. No. Particulars As on 31-03-2014 As on 31-03-2015
1. No. of Shares 1,24,50,000 1,24,50,000
2. Market price 2.95 5.90
3. Market Capitalisation 367 734
(Rs In lacs)
4 EPS 140 191
5. P/E Ratio 2.11 3.09
9. KEY MANAGERIAL PERSONNEL:
9.1 % INCREASE IN REMUNERATION OF DIRECTORS AND KMP:
Sr. No. Name of the Director & KMP Designation Percentage Increase
(If any)
1. Prakash R. Vora Managing Director 6%
2. Udayan D. Velvan Executive Director 6%
3. Karunashankar G. Vora# CFO -
# Appointed during the year 2014-15.
9.2 COMPARISION BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE
COMPANY:
As per the Remuneration Policy and based on the Recommendation of
Nomination & Remuneration Committee the Relationship of remuneration to
KMP & performance of Company is clear and meets appropriate performance
benchmarks.
10. PERSONNEL AND H. R. D.:
10.1 INDUSTRIAL RELATIONS:
The industrial relations continued to remain cordial and peaceful and
your Company continued to give ever increasing importance to training
at all levels and other aspects of H. R. D.
The Number of permanent Employees of the Company is 100. The
relationship between average increase in remuneration and Company's
performance is as per the appropriate performance benchmarks and
reflects short and long term performance objectives appropriate to the
working of the Company and its goals.
10.2 PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under
Rule 5(2) of Companies Appointment & Remuneration of Managerial
personnel) Rules, 2014.
11. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES,
INVESTMENT & SECURITIES PROVIDED:
Details of Related Party Transactions and Details of Loans, Guarantees
and Investments covered under the provisions of Section 188 and 186 of
the Companies Act, 2013 respectively are given in the notes to the
Financial Statements attached to the Directors' Report.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under Section 134(3)(m) of the Companies Act,
2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the
conservation of Energy and Technology Absorption forms part of this
report and is given by way of Annexure- A.
13. CORPORATE GOVERNANCE AND MDA:
As per Clause 49 of the Listing Agreement and the Companies Act, 2013,
Report on Corporate Governance and Management Discussion and Analysis
(MDA) form part of this Annual Report. A certificate regarding
compliance with the conditions of Corporate Governance as stipulated in
clause 49 of the listing agreement is also appended to the Annual
Report as Annexure - B.
14. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under
Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta &
Associates, Company Secretaries, Ahmedabad. The said Report is
attached with this Report as Annexure - C. As regards the observation
of the Auditors, the Company is in the process of identifying and
appointing Whole-time Company Secretary and also developing functional
website of the Company.
15. EXTRACT OF ANNUAL RETURN:
The extract of Annual return in Form - MGT-9 has been attached herewith
as Annexure - D.
16. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The details of various committees and their functions are part of
Corporate Governance Report.
17. GENERAL:
17.1. AUDITORS:
The present Auditors of the Company M/s. Sunderji Gosar & Co.,
Chartered Accountants, Mumbai, will retire at the ensuing 24th Annual
General Meeting. The Company has obtained from them consent to the
effect that their reappointment as Auditors of the Company for period
of 2 years commencing from the Financial Year 2015-16 to 2016-17, if
made, will be in accordance with the provisions of Section 139 and 141
of the Companies Act, 2013. The remarks of Auditor are self explanatory
and have been explained in Notes on Accounts.
17.2 INSURANCE:
The Company's properties including building, plant and machinery,
stocks, stores etc. continue to be adequately insured against risks
such as fire, riot, strike, civil commotion, malicious damages,
machinery breakdown etc.
17.3 DEPOSITS:
The Company has not accepted during the year under review any Deposits
and there were no overdue deposits.
17.4 RISKS MANAGEMENT POLICY:
The Company has a risk management policy, which from time to time, is
reviewed by the Audit Committee of Directors as well as by the Board of
Directors. The Policy is reviewed quarterly by assessing the threats
and opportunities that will impact the objectives set for the Company
as a whole. The Policy is designed to provide the categorization of
risk into threat and its cause, impact, treatment and control measures.
As part of the Risk Management policy, the relevant parameters for
protection of environment, safety of operations and health of people at
work and monitored regularly with reference to statutory regulations
and guidelines defined by the Company.
17.5 SUBSIDIARIES/ASSOCIATES/JVS:
The Company does not have any Subsidiaries/ Associates Companies / JVs.
17.6 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to
the Board of Directors and Senior Management. All the Board Members and
Senior Management personnel have affirmed compliance with the code of
conduct.
17.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS:
There has been no significant and material order passed by any
regulators or courts or tribunals, impacting the going concern status
of the Company and its future operations.
17.8 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy, in line with
the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During the year
under review, the Company did not receive any complaint.
17.9 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under
Section 143(12) of the Companies Act, 2013.
18. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either
of the depositories viz NSDL and CDSL. The ISIN No. allotted is
INE617D01017.
19. ACKNOWLEDGMENT:
Your Directors express their sincere thanks and appreciation to
Promoters and Shareholders for their constant support and co operation.
Your Directors also place on record their grateful appreciation and co
operation received from Bankers, Financial Institutions, Government
Agencies and employees of the Company.
For and on behalf of the Board,
Place : Jhagadia Amrish R. Patel
Date : 29th July, 2015 Chairman
Mar 31, 2014
Dear Shareholders,
The Directors present the 23rd ANNUAL REPORT together with the Audited
Statement of Accounts for the Financial Year 2013-14 ended 31st March,
2014.
1. FINANCIAL RESULTS:
(Rs. in lacs)
Particulars 2013-14 2012-13
Profit before Interest and Depreciation 1094.51 839.40
Less: Interest 514.26 354.26
Profit before Depreciation 580.25 485.14
Less: Depreciation 308.05 261.50
Profit before Tax 272.20 223.64
Less: Provision for Taxation 54.46 73.90
Less: MAT (Credit) Entitlement (30.28) (12.94)
Less : Prior period adjustments 8.52 6.41
Less: Deferred Tax Liability 65.28 12.01
Net Profit 174.22 144.26
Add: Balance Brought Forward 732.87 588.60
Balance carried to Balance Sheet 907.09 732.87
2. DIVIDEND:
With a view to conserve the resources for the working capital
requirement of the Company, the Board of Directors has not recommend
any dividend on the Equity Shares for the year under review.
3. REVIEW OF OPERATIONS:
The Company achieved production of 26710 M.T. of Newsprint/Writing and
Printing paper during the year under review compared to 23301 M.T.
during 2012-13. The Company achieved sales of 26330 M.T. during the
year under review compared to 22576 M.T. during 2012-13. The Company
had to shut down its production facilities for 25 days for substantial
expansion in the second phase which it had undertaken to be completed
over a period of three years in five phases.
The Company has earned Profit before Interest and Depreciation of Rs.
1094.51 Lacs during the year under review compared to Rs. 839.40 Lacs
during 2012-13. The above results have been achieved by improving
product quality resulting in increased realization and efficiently
running the plant resulting in lesser consumption of raw materials.
After providing for Depreciation, Prior period adjustments and
Taxation, the Net Profit for the year under review stood Rs. 174.22
Lacs compared to Rs. 144.26 Lacs during 2012-13.
4. CAPACITY EXPANSION AND CAPITAL EXPENDITURE:
4.1 NEWS PRINT DIVISION:
The Company has spent substantial amount during the year under review
for increasing the installed capacity to 100 M.T. per day as well as
for providing facilities for better quality of production.
During this second phase of expansion, the Company has installed
various machineries which will increase the production with improvement
in quality of the product. The Company has also installed various other
balancing equipments to increase the production.
4.2 TOOLS DIVISION:
The Company had planned to diversify into Abrasive Tools Manufacturing
activity and for this purpose the Company had incurred capital
expenditure which is now converted in to Fixed assets of the Company.
Some plant and machineries have already arrived at site and rest of the
machineries shall be procured in 2014-15. The diversification is partly
funded from Company''s internal accruals and partly from the Financial
Assistance from the Bankers of the Company. The necessary arrangements
have also been made with the Bankers of the Company for Working Capital
Finance.
5. FUTURE PLANS:
As informed earlier, the installed capacity to manufacture
Newsprint/Writing & Printing Paper is increased to 100 M.T. per day.
The Management is planning to increase the installed capacity in a
phased manner and to further modernise the plant for saving of various
energies such as power, steam etc.
The expansion will be funded out of internal accruals and term loans
from Banks and Financial Institution. The Company will be able to
undertake good quality of Writing and Printing paper in addition to
Newsprint with this substantial expansion production.
6. DIRECTORS:
6.1 One of your Directors viz. Mr. Udayan D. Velvan retires by rotation
in terms of the Articles of Association of the Company. However, being
eligible offers himself for reappointment.
6.2 One of your Directors, Mr. Vishrut K. Vora resigned from the office
of the Director w.e.f. 1st January, 2014. Mr. Ashok Gosavi was
appointed as Independent Director w.e.f. 1st January, 2014.
6.3 Mr. Ashok Gosavi, Mr. Amrish R. Patel and Mr. Ashok Kumar V. Shah,
being Independent Directors, are being appointed for a term of 5 years
as per provisions of the Companies Act, 2013.
7. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 217 (2AA) of the Companies Act,
1956, with respect to Directors'' Responsibility Statement, it is hereby
confirmed:
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) that the Directors had selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent, so as to give a true and fair view of the state
of affairs of the Company at 31st March, 2014 being end of the
financial year 2013-14 and of the profit of the Company for the year;
(iii) that the Directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Directors had prepared the annual accounts on a going
concern basis.
8. LISTING :
The Equity Shares of the Company are listed on BSE Limited. The Company
is regular in payment of Annual Listing Fees. The Company has paid
Listing fees upto the year 2014-15.
9. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either
of the depositories viz NSDL and CDSL. The ISIN No. allotted is
INE617D01017.
10. PERSONNEL AND H. R. D.:
The industrial relations continued to remain cordial and peaceful and
your Company continued to give ever increasing importance to training
at all levels and other aspects of H. R. D.
11. CORPORATE GOVERNANCE:
As per Clause 49 of the Listing Agreement, the Management Discussion
and Analysis Report and Report on Corporate Governance form part of
this Annual Report. A certificate regarding compliance with the
conditions of Corporate Governance as stipulated in clause 49 of the
listing agreement is also appended to the Annual Report.
12. GENERAL:
12.1 INSURANCE:
The Company''s properties including building, plant and machinery,
stocks, stores etc. continue to be adequately insured against risks
such as fire, riot, strike, civil commotion, malicious damages,
machinery breakdown etc.
12.2 PARTICULARS OF EMPLOYEES:
None of the employees of the Company is drawing remuneration requiring
disclosure of information under Section 217(2-A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975.
12.3 DEPOSITS:
At the end of the Financial Year there were no overdue deposits.
12.4 OFFICE OR PLACE OF PROFIT:
The Board of Directors appointed Mr. Shripal P. Vora (relative of
Director Mr. Prakash R. Vora) as General Manager (Tools Division) to
hold an office of profit under the Company, with effect from 1st June,
2014 subject to necessary approval of members.
13. AUDITORS:
The present Auditors of the Company M/s. Sunderji Gosar & Co.,
Chartered Accountants, Mumbai will retire at the ensuing 23rd Annual
General Meeting. The Company has obtained from them the written
Certificate to the effect that their reappointment as Auditors of the
Company for the Financial Year 2014-15, if made, will be in accordance
with in the provisions of Section 139 and 141 of the Companies Act,
2013.
The remarks of auditor and notes on accounts are self explanatory.
14. AUDIT COMMITTEE:
The Board of Directors have re-constituted Audit Committee consisting
of the following:
1. Mr. Amrish R. Patel Chairman
2. Mr. Ashok Kumar V. Shah Member
3. Mr. Ashok Gosavi Member
15. NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors have re-constituted Nomination and Remuneration
Committee consisting of the following:
1. Mr. Amrish R. Patel Chairman
2. Mr. Ashok Kumar V. Shah Member
3. Mr. Ashok Gosavi Member
16. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:
The Board of Directors have constituted Stakeholders'' Relationship
Committee consisting of the following:
1. Mr. Ashok Kumar V. Shah Chairman
2. Mr. Prakash R. Vora Member
17. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS
IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 REGARDING
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under Rule 2 of the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988,
relating to the conservation of Energy and Technology Absorption forms
part of this report and is given by way of Annexure.
18. CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to
the Board of Directors and Senior Management. All the Board Members and
Senior Management personnel have affirmed compliance with the code of
conduct.
19. ACKNOWLEDGMENT:
Your Directors express their sincere thanks and appreciation to
Promoters, Shareholders, Suppliers and Customers for their constant
support and co operation.
Your Directors also place on record their gratitude to the Bankers of
the Company and Government Departments for their confidence reposed in
the Company.
For and on behalf of the Board,
Place : Jhagadia Amrish R. Patel
Date : 29th July, 2014 Chairman
Mar 31, 2013
Dear Shareholders,
The Directors present the TWENTYSECOND ANNUAL REPORT together with the
Audited Statement of Accounts for the Financial Year 2012-13 ended 31st
March, 2013.
1. FINANCIAL RESULTS:
(Rs.in lacs)
Particulars 2012-13 2011-12
Profit before Interest and Depreciation 839.40 786.31
Less: Interest 354.26 333.44
Profit before Depreciation 485.14 452.87
Less: Depreciation 261.50 239.65
Profit before Tax 223.64 213.22
Less: Provision for Taxation 73.90 37.84
Less: MAT Credit entitlement (12.94)
Less : Prior period adjustments 6.41 8.61
Less: Deferred Tax Liability 12.01 11.67
Net Profit 144.26 155.10
Add: Balance Brought Forward 588.60 433.50
Balance carried to Balance Sheet 732.87 588.60
2. DIVIDEND:
With a view to conserve the resources for the working capital
requirement of the Company, the Board of Directors has not recommend
any dividend on the Equity Shares for the year under review.
3. REVIEW OF OPERATIONS:
The Company achieved production of 23301 M.T of Newsprint/Writing and
Printing paper during the year under review compared to 23546 M.T.
during 2011-12. The Company achieved sales of 22576M.T during the year
under review compared to 23490 M.T. during 2011-12. The Company had to
shut down its production facilities for 10 days for substantial
expansion in the first phase which it had undertaken to be completed
over a period of three years in five phases.
The Company has earned Profit before Interest and Depreciation of"
839.40 Lacs during the year under review compared to " 786.31 Lacs
during 2011-12. The above results have been achieved by improving
product quality resulting in increased realization and efficiently
running the plant resulting in lesser consumption of raw materials.
After providing for Depreciation, Prior period adjustments and
Taxation, the Net Profit for the year under review stood lower at"
144.26 Lacs compared to " 155.10 Lacs during 2011-12.
4. CAPACITY EXPANSION AND CAPITAL EXPENDITURE:
The Company has spent approx." 251.49 lacs during the year under review
for increasing the installed capacity to 100 M.T. per day as well as
for providing facilities for better quality of production.
During this first phase of expansion, the Company has installed a
Pressuriesed Head Box in replacement of its old Head Box which will
increase the production with improvement in quality of the product. The
Company has also installed various other balancing equipments to
increase the production. The amount spent during first phase on
substantial expansion purpose is " 251.49 lacs.
The Company has planned to diversify into Abrasive Tools Manufacturing
activity and for this purpose the Company has made capital expenditure
of " 232.10 lacs till 31st March 2013. Few plant and machineries have
already arrived at site and rest of the machineries shall be procured
in coming financial years. The diversification is presently funded from
Company''s internal accruals and funds mobilized from Directors through
their own resources. Once the unit is established, the Company shall
approach its Bankers for providing Working Capital Finance and also for
its further Capital Expenditure required by way of Term Loan.
5. FUTURE PLANS:
As informed earlier, the installed capacity to manufacture
Newsprint/Writing & Printing Paper is increased to 100 M.T. per day.
The Management is planning to increase the installed capacity in a
phased manner and to further modernise the plant for saving of various
energies such as power, steam etc.
The expansion will be funded out of internal accruals and term loans
from Banks and Financial Institution. The Company will be able to
undertake good quality of Writing and Printing paper in addition to
Newsprint with this substantial expansion production.
6. DIRECTORS:
One of your Directors viz. Mr. Ashok Kumar V. Shah retires by rotation
in terms of the Articles of Association of the Company. However, being
eligible offers him for reappointment.
7. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 217 (2AA) of the Companies Act,
1956, with respect to Directors'' Responsibility Statement, it is hereby
confirmed:
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent, so as to give a true and fair view of the state
of affairs of the Company at 31st March, 2013 being end of the
financial year 2012-13 and of the profit of the Company for the year;
(iii) that the Directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Directors had prepared the annual accounts on a going
concern basis.
8. LISTING :
The Equity Shares of the Company are listed on Bombay Stock Exchange.
The Company is regular in payment of Annual Listing Fees. The Company
has paid Listing fees upto the year 2013-14.
9. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either
of the depositories viz NSDL and CDSL. The ISIN No. allotted is
INE617D01017.
10. PERSONNEL AND H. R. D.:
The industrial relations continued to remain cordial and peaceful and
your Company continued to give ever increasing importance to training
at all levels and other aspects of H. R. D.
11. CORPORATE GOVERNANCE:
The Report on Corporate Governance as per Clause 49 of the Listing
Agreement is annexed.
12. GENERAL:
12.1 INSURANCE:
The Company''s properties including building, plant and machinery,
stocks, stores etc. continue to be adequately insured against risks
such as fire, riot, strike, civil commotion, malicious damages,
machinery breakdown etc.
12.2 PARTICULARS OF EMPLOYEES:
None of the employees of the Company is drawing remuneration requiring
disclosure of information under Section 217(2 A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975.
12.3 DEPOSITS:
At the end of the Financial Year there were no overdue deposits.
12.4 COST AUDIT:
The Board of Directors have appointed M/s. V.H. Savaliya & Associates,
Cost Accountants, Ahmedabad as Cost Auditors to conduct cost audit for
the year ended on 31st March, 2013 and also for the year to be ended on
31st March, 2014.
13. AUDITORS:
The present Auditors of the Company M/s. Sunderji Gosar & Co.,
Chartered Accountants, Mumbai will retire at the ensuing Annual General
Meeting. They have submitted certificate for their eligibility for re
appointment under Section 224(1 B) of the Companies Act, 1956. The
notes of Auditors on accounts are self-explanatory.
14. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS
IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 REGARDING
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under Rule 2 of the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988,
relating to the conservation of Energy and Technology Absorption forms
part of this report and is given by way of Annexure.
15. ACKNOWLEDGMENT:
Your Directors express their sincere thanks and appreciation to
Promoters, Shareholders, Suppliers and Customers for their constant
support and co operation.
Your Directors also place on record their gratitude to the Banks,
Financial Institutions and Government Departments for their confidence
reposed in the Company.
For and on behalf of the Board,
Place : Jhagadia Amrish R. Patel
Date : 16th July, 2013. Chairman
Mar 31, 2012
The Directors present the TWENTY FIRST ANNUAL REPORT together with the
Audited Statement of Accounts for the Financial Year 2011-12 ended 31st
March, 2012.
1. FINANCIAL RESULTS:
(Rs. in lacs)
Particulars 2011-12 2010-11
Profit before Interest and
Depreciation 786.31 700.54
Less: Interest 333.44 279.29
Profit before Depreciation 452.87 421.25
Less: Depreciation 239.65 220.26
Profit before Tax 213.22 200.98
Less: Provision for Taxation 37.84 42.07
Less : Prior period adjustments 8.61 11.00
Less: Deferred Tax Liability 11.67 23.49
Net Profit 155.10 124.44
Add: Balance Brought Forward 433.50 309.06
Balance carried to Balance
Sheet 588.60 433.50
2. DIVIDEND:
With a view to conserve the resources for the working capital
requirement of the Company, the Board of Directors has not recommend
any dividend on the Equity Shares for the year under review.
3. REVIEW OF OPERATIONS:
The Company achieved production of 23546 M.T. of Newsprint/Writing and
Printing paper during the year under review compared to 22973 M.T.
during 2010-11. The Company achieved sales of 23490 M.T. during the
year under review compared to 23041 M.T. during 2010-11.
The Company has earned Profit before Interest and Depreciation of Rs.
786.31 Lacs during the year under review compared to Rs. 700.54 Lacs
during 2010-11. The above results have been achieved by efficiently
running the plant resulting into less consumption of raw material
(Waste Paper) per unit of Production (Newsprint Paper).
After providing for Depreciation, Prior period adjustments and
Taxation, the Net Profit for the year under review stood higher at Rs.
155.10 Lacs compared to Rs. 124.44 Lacs during 2010-11.
4. CAPACITY EXPANSION AND CAPITAL EXPENDITURE:
The Company has spent approx. Rs. 290 lacs during the year under review
for increasing the installed capacity to 100 M.T. per day as well as
for providing facilities for better quality of production.
5. FUTURE PLANS:
As informed earlier, the installed capacity to manufacture
Newsprint/Writing & Printing Paper is increased to 100 M.T. per day.
The Management is planning to increase the installed capacity in a
phased manner and to further modernise the plant for saving of various
energies such as power, steam etc.
6. DIRECTORS:
(i) One of your Directors viz. Mr. Amrish R. Patel retires by rotation
in terms of the Articles of Association of the Company. However, being
eligible offers him for reappointment.
Shree Rajeshwaranand Paper Mills Limited
(ii) The Board of Directors appointed Mr. Vishrut K. Vora as Director
of the Company w.e.f. 9th May, 2012. The Board recommends your approval
to his appointment as provided in the notice of Annual General Meeting.
(iii) One of your Directors viz. Mr. Maulik P. Vyas ceased to be
Director upon resignation w.e.f. 9th May, 2012.
7. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 217 (2AA) of the Companies Act,
1956, with respect to Directors' Responsibility Statement, it is hereby
confirmed:
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent, so as to give a true and fair view of the state
of affairs of the Company at 31st March, 2012 being end of the
financial year 2011-12 and of the profit of the Company for the year;
(iii) that the Directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Directors had prepared the annual accounts on a going
concern basis.
8. LISTING :
The Equity Shares of the Company are listed on Bombay Stock Exchange.
The Company is regular in payment of Annual Listing Fees. The Company
has paid Listing fees upto the year 2012-13.
9. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either
of the depositories viz NSDL and CDSL. The ISIN No. allotted is
INE617D01017.
10. PERSONNEL AND H. R. D.:
The industrial relations continued to remain cordial and peaceful and
your Company continued to give ever increasing importance to training
at all levels and other aspects of H. R. D.
11. CORPORATE GOVERNANCE:
The Report on Corporate Governance as per Clause 49 of the Listing
Agreement is annexed.
12. GENERAL:
12.1 INSURANCE:
The Company's properties including building, plant and machinery,
stocks, stores etc. continue to be adequately insured against risks
such as fire, riot, strike, civil commotion, malicious damages,
machinery breakdown etc.
12.2 PARTICULARS OF EMPLOYEES:
None of the employees of the Company is drawing remuneration requiring
disclosure of information under Section 217(2-A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975.
12.3 DEPOSITS:
At the end of the Financial Year there were no overdue deposits.
12.4 COST AUDIT:
The Board of Directors have appointed M/s. V.H. Savaliya & Associates,
Cost Accountants, Ahmedabad as Cost Auditors to conduct cost audit for
the year ended on 31st March, 2012 and also for the year to be ended on
31st March, 2013.
13. AUDITORS:
The present Auditors of the Company M/s. Sunderji Gosar & Co.,
Chartered Accountants, Mumbai will retire at the ensuing Annual General
Meeting. They have submitted certificate for their eligibility for
re-appointment under Section 224(1 B) of the Companies Act, 1956. The
notes of Auditors on accounts are self-explanatory.
14. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS
IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 REGARDING
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under Rule 2 of the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988,
relating to the conservation of Energy and Technology Absorption forms
part of this report and is given by way of Annexure.
15. ACKNOWLEDGMENT:
Your Directors express their sincere thanks and appreciation to
Promoters, Shareholders, Suppliers and Customers for their constant
support and co-operation.
Your Directors also place on record their gratitude to the Banks,
Financial Institutions and Government Departments for their confidence
reposed in the Company.
For and on behalf of the Board,
Amrish R. Patel
Chairman
Place : Jhagadia
Date : 16th July, 2012.
Mar 31, 2010
The Directors present the NINTENTH ANNUAL REPORT together with the
Audited Statement of Accounts for the Financial Year 2009-10 ended 31s1
March, 2010.
1. FINANCIAL RESULTS:
(Rs. in lacs)
Particulars 2009-10 2008-09
Profit before Interest and Depreciation 545.93 611.00
Less: Interest 216.29 206.10
Profit before Depreciation 329.64 404.92
Less: Depreciation 195.19 179.90
Profit before Tax 134.45 225.02
Less: Provision for Taxation 16.56 25.66
Less: Provision for Fringe Benefit Tax - 1.45
Profit after tax 117.89 197.91
Less : Prior period adjustments 2.20 20.30
Less: Deferred Tax Liability 32.83 130.23
Net Profit 82.86 47.38
Add: Balance Brought Forward 226.20 178.82
Balance carried to Balance Sheet 309.06 226.20
2. DIVIDEND:
With a view to conserve the resources for the working capital
requirement of the Company, the Board of Directors have not recommend
any dividend on the Equity Shares for the year under review.
3. REVIEW OF OPERATIONS:
The Company achieved production of 18,468 M.T. of Newsprint/Writing and
Printing paper during the year under review compared to 22,247 M.T.
during 2008-09. The Company achieved sales of 18,807 M.T. during the
year under review compared to 23,002 M.T. during 2008-09.
The Company has earned Profit before Interest and Depreciation of Rs.
545.93 Lacs during the year under review compared to Rs. 611.00 Lacs
during 2008-09. The above results have been achieved by efficiently
running the plant resulting into less consumption of raw material
(Waste Paper) per unit of Production (Newsprint Paper).
After providing for Depreciation, Prior period adjustments, Taxation
and after taking into account Deferred taxation, the Net Profit for the
year under review stood higher at Rs. 82.86 Lacs compared to Rs. 47.38
Lacs during 2008-09.
4. CAPACITY EXPANSION AND CAPITAL EXPENDITURE:
The Company has spent approx. Rs. 500 lacs during the year under review
for increasing the installed capacity from 70 M.T. per day to 80 M.T.
per day as well as for providing facilities for better quality of
production. The Management is hopeful of achieving the actual
production of 75 to 80 M.T. per day by end of second quarter of the
year 2010-11.
5. FUTURE PLANS:
As informed earlier, the installed capacity to manufacture
Newsprint/Writing & Printing Paper is increased to 80 M.T. per day. The
Management is planning to increase the installed capacity to 100 M.T.
per day in a phased manner and to further modernise the plant for
saving of various energies such as power, steam etc. The Board of
Directors have planned to incur capital expenditure to the tune of Rs.
500 lacs during 2010-11 so as to increase the installed capacity to 100
M.T. per day. The investment would increase the installed capacity of
the Company to 100 M.T. per day and would also improve quality of
Newsprint/Writing & Printing Paper which would help the Company to
reduce its power cost and steam consumption cost.
6. DIRECTORS:
Two of your Directors viz. Mr. Mahendra V. Shah and Mr. Dhansukhbhai D.
Patel, retires by rotation in terms of the Articles of Association of
the Company. They, however, being eligible offers themselves for
reappointment.
7. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 217 (2AA) of the Companies Act,
1956, with respect to Directors Responsibility Statement, it is hereby
confirmed:
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent, so as to give a true and fair view of the state
of affairs of the Company at 31st March, 2010 being end of the
financial year 2009-10 and of the profit of the Company for the year;
(iii) that the Directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;.
(iv) that the Directors had prepared the annual accounts on a going
concern basis.
8. REVOCATION OF SUSPENSION OF TRADING IN EQUITY SHARES:
The Equity Shares of the Company are listed on Bombay Stock Exchange
Limited. The Equity shares of the Company were suspended for trading by
Bombay Stock Exchange Limited since December, 2004 on the grounds of
certain non compliances of the Listing Agreement. The management took
initiative and complied with all the stipulations / conditions imposed
by Bombay Stock Exchange Limited for revocation of suspension of
trading. The management is pleased to inform that the Equity shares of
the Company are now being traded at Bombay Stock Exchange Limited since
October, 2009 as Bombay Stock Exchange Limited revoked suspension.
9. RELEASE OF LOCK IN OF PROMOTERS SHAREHOLDING:
One of the conditions stipulated by the Bombay Stock Exchange Limited
at the time of revocation of suspension of trading of Equity shares of
the Company was lock in of entire Promoters Shareholding up to 31st
December, 2009 and the same was released from lock in from 1stt
January, 2010.
10. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either
of the depositories viz NSDL and CDSL The ISIN No. allotted is
INE617D01Q17.
11. PERSONNEL AND H. R. D.:
The industrial relations continued to remain cordial and peaceful and
your Company continued to give ever increasing importance to training
at all ievels and other aspects of H. R. D.
12. CORPORATE GOVERNANCE:
The Report on Corporate Governance as per Clause 49 of the Listing
Agreement is annexed.
13. GENERAL:
13.1 INSURANCE:
The Companys properties including building, plant and machinery,
stocks, stores etc. continue to be adequately insured against risks
such as fire, riot, strike, civil commotion, malicious damages,
machinery breakdown etc.
13.2 PARTICULARS OF EMPLOYEES:
None of the employees of the Comppasv is drawing remuneration requiring
disclosure of information under Section 217(2-A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975.
13.3 DEPOSITS:
At the end of the Financial Year there were no over due deposits.
14. AUDITORS:
The present Auditors of the Company M/s. Sunderii Gosar & Co.,
Chartered Accountants. Mumbai will retire at the ensuing Annual General
Meeting. They have submitted certificate for their eligibility for
re-appointment under Section 224(1-B) of the Companies Act, 1956. The
notes of Auditors on accounts are self-explanatory.
15. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS
IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 REGARDING
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under Rule 2 of the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988,
relating to the conservation of Energy and Technology Absorption forms
part of this report and is given by way of Annexure.
16. ACKNOWLEDGMENT:
Your Directors express their sincere thanks and appreciation to
Promoters, Shareholders, Suppliers and Customers for their constant
support and co-operation.
Your Directors also place on record their gratitude to the Banks,
Financial Institutions and Government Departments for their confidence
reposed in the Company.
for and on behalf of the Board,
Place : Jhagadia Prakash R. Vora Udayan D. Velvan
Date : 29th May, 2010. Managing Director Director