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Shree Rama Newsprint Ltd.

BSE: 500356 Sector: Industrials
NSE: RAMANEWS ISIN Code: INE278B01020
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OPEN 26.00
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VOLUME 6281
52-Week high 41.75
52-Week low 18.05
P/E
Mkt Cap.(Rs cr) 381
Buy Price 0.00
Buy Qty 0.00
Sell Price 25.80
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OPEN 26.00
CLOSE 26.20
VOLUME 6281
52-Week high 41.75
52-Week low 18.05
P/E
Mkt Cap.(Rs cr) 381
Buy Price 0.00
Buy Qty 0.00
Sell Price 25.80
Sell Qty 937.00

Shree Rama Newsprint Ltd. (RAMANEWS) - Director Report

Company director report

To

The Members of

SHREE RAMA NEWSPRINT LIMITED

Your Directors are pleased to present the 25th Annual Report together withthe Audited Financial Statement for the Financial Year ended 31st March 2016.

FINANCIAL RESULTS

Amount-' in Lacs

Year Ended 31-03-2016 Year Ended 31-03-2015
Revenue from operations 38391.05 37498.48
Profit/(Loss) before Interest Depreciation and Tax (697.32) (3589.17)
Finance Cost 2801.13 4585.27
Profit/(Loss) before Depreciation and Tax (3498.45) (8174.44)
Depreciation 1379.40 1237.86
Profit /(Loss) before Tax and Exceptional items (4877.85) (9412.30)
Exceptional items 1460.00 -
Extraordinary Items - 5159.50
Net Profit / (Loss) from ordinary activities (3417.85) (4252.80)

PERFORMANCE:

The Company has achieved production of 117498 MT (89% capacity utilization) duringthe F.Y. 2015-16 as against 102641 MT (78% capacity utilization) achieved in FY 2014-15i.e. higher by 14857 MT (14%). The Company has achieved sale of 119377 MT during FY2015-16 as against 110336 MT in 201415. During the year under review the Company hasproduced only Newsprint as being the case in the previous year.

The Company has achieved turnover of Rs. 383.91 crores [Net of excise duty] in FY2015-16 as against Rs. 374.98 crores [Net of excise duty] in FY 2014-15

The working results of the Company were satisfactory as Loss beforeexceptional/extraordinary items reduced in FY 201516 to Rs. 48.78 crores as against Rs.94.12 crores in FY 2014-15 due to restructuring of debt by lenders infusion of equity bynew promoter group entity higher production & sales quantity and reduction in cost.The net loss was of Rs. 34.18 crores in FY 2015-16 as against Rs. 42.53 crores in FY2014-15. The working \ [January to March 16] reflects improvement in the overall workingwith Net Loss of Rs. 1.39 crore only.

EXPORT

Export of Newsprint was 1858 MT worth Rs. 6.23 Crores (FOB) in 2015-16 as against 2257MT worth Rs. 8.37 crores (FOB) in 2014-15

DIVIDEND

Your Directors have not recommended any dividend in view of the losses suffered by theCompany.

TRANSFER TO RESERVES:

In view of losses suffered the Company has not proposed to transfer any amount to anyGeneral Reserves or any other reserve.

FINANCES

As per the decision of the Joint Lender Forum (J.L.F.) as confirmed by the bankers/lenders in the meeting held on 3103-2015 I.C.I.C.I. Bank Ltd. Bank of Baroda OrientalBank of Commerce & Central Bank of India have implemented the same and have issuedsanction letters for re-structured loans.

The matter is also being pursued with the Axis Bank Ltd. for settlement as per thedecision of J.L.F.

The Company has allotted 6 crores shares of Rs. 10 each amounting to Rs. 60 crores toRiddhi Siddhi Gluco Boils Limited on 24.7.2015 and also allotted Zero Coupon OptionallyFully Convertible Debenture of Rs. 30 crores to ICICI Bank Limited on 31.7.2015 and theamount of Rs. 90 crores so raised is fully utilized for the purpose raised i.e there is nodeviation in this regard.

During the year under review your Company has issued 561350 zero Copounnon-convertible debentures of Rs. 1000 each and 300 zero coupon non-convertibledebentures of Rs. 100000 each on Private Placement Basis aggregating to Rs. 8613.50lacs.

FIXED DEPOSIT:

The Company has not accepted or renewed any deposit within the meaning of Section 73 ofthe Companies Act 2013 read with rules made there under during the year and there is nooutstanding on this account in books of the Company.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

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

EXTRACT OF ANNUAL RETURN:

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

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The details of related party disclosures and transactions as prescribed in Form AOC-2are attached as Annexure - II. All the transactions are done at arm’s lengthand pertain to F.Y. 2015-16 periods only and as approved in the Board and Audit CommitteeMeetings held during the F.Y. 2015-16.

NUMBER OF MEETINGS OF THE BOARD

During the year 13 Board Meetings were convened and held and details thereof arementioned in the Report on Corporate Governance forming part of this Annual Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013. During the year one Independent Directors’ Meeting held on 09.02.2016.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors appointed additional directors Mr. Utkarsh Shah (DIN:00101663)on 21st September 2015

Mrs. Pallavi Mittal (DIN:07186456) on 21st September 2015 and Mr. K LChandak (DIN: 00013487) on 9.2.2016 subject to approval of members in the ensuing AnnualGeneral Meeting. The Company has received notices u/s 160 of the Companies Act 2013proposing their candidatures for appointment as directors at the ensuing Annual GeneralMeeting.

Shri Siddharth Chowdhary retires from the office by rotation but being eligible offershimself for re-appointment.

The brief resume of the Directors proposed to be reappointed nature of their expertisein specific functional areas names of Companies in which they holds Directorships andMemberships of Board Committees shareholding are provided in the Notice to Members asper regulation 36 (3) THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015 forms a part of this Annual Report

The Board of Directors of the Company appointed Mr P K Mundra President (Finance) andCompany Secretary w.e.f. 24.12.2015 Directors’ Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following:

a. that in the preparation of the annual financial statements the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;

b. that such accounting policies have been selected and applied consistently exceptwhich has been mentioned in the notes and judgement and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2016 and of the profit of the Company for the year ended on thatdate;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controlwere adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

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

DETAILS OF COMMITTEE OF DIRECTORS:

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

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS:

The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its Committees and individuals. The result of the evaluation issatisfactory and adequate and meets the requirements.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has an adequate system of internal financial control procedures which iscommensurate with the size and nature of business. Detailed procedural manuals are inplace to ensure that all the assets are safeguarded protected against loss and alltransactions are authorised recorded and reported correctly. The internal financialcontrol systems of the Company are monitored and evaluated by internal auditors and theiraudit reports are periodically reviewed by the Audit Committee of the Board of Directors. APPOINTMENTAND REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration which is available on Company’s website at www. ramanewsprint.comWHISTLE BLOWER POLICY:

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors Employees and other Stakeholders of the Company to report concerns aboutillegal and unethical practices unethical behavior actual or suspected fraud orviolation of the Company’s Code of Conduct or Ethics Policy which is available at theCompany’s website at www. ramanewsprint.com

ADOPTION OF POLICES AS PER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 The board framed policies onPreservation of Documents and Determining Materiality for Disclosure to Stock Exchangeswhich are available at the Company’s website at www.ramanewsprint.com RISK MANAGEMENT:

During the year the Management of the Company had evaluated the existing RiskManagement Policy of the Company. The Risk Management policy has been reviewed and foundadequate and sufficient to the requirement of the Company. The Management has evaluatedvarious risks and that there is no element of risk identified that may threaten theexistence of the Company. INSURANCE:

Your Company has taken appropriate insurance for all assets against forseable perils.

LISTING OF SHARES

Equity Shares of Company continue to be listed on BSE Limited (BSE) and National StockExchange of India Ltd. (NSE). The Company has duly paid listing fees to the stockexchanges.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo as required u/s 134(3)(m) of the Companies Act 2013 read withCompanies

(Accounts) Rules 2014 are furnished as Annexure - III to this Report and formspart of it.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

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

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

The Certificate from Chief Executive Officer and Chief Financial Officer was placedbefore the Board of Directors at its meeting held on 30.05.2016.

The information required under Section 197(12) of the Act read with Rules 5(1) and 5(2)of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 areas per Annexure-IV.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard on the recommendations of the Audit Committee has appointed M/s. Ravi Kapoor &Associates a sole proprietor of Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the Financial Year ended 31st March 2016.Secretarial Audit Report issued by M/s. Ravi Kapoor & Associates a sole proprietorCompany Secretaries in form MR-3 forms part of this report and marked as "Annexure-V"

COST AUDIT

The audit of cost accounts of the Company is being carried out by M/S Nanty shah andassociates for FY 2015-16 and after completion of the audit they will be submitting hisreport to the Central Government.

CASH FLOW STATEMENT

As required under clause 34 of the THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 the Cash Flow Statement isattached to the Annual report.

AUDITORS

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

EXPLANATIONS / COMMENTS BY THE BOARD ON QUALIFICATIONS RESERVATION OR ADVERSE REMARKSOR DISCLAIMER MADE BY THE AUDITOR / Company SECRETARY IN PRACTICE IN THEIR REPORT

The Board has taken note of the qualification made by the Auditors in their reportregarding the Company having recognized Deferred Tax Asset (DTA) in the absence ofconvincing evidences to support virtual certainty about the future taxable income.However as explained in the notes to Accounts the Board is of a strong opinion that inview of the improved market scenario and the infusion of fresh funds the Company willhave sufficient future taxable profits.

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

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to form Corporate Social Responsibility committee or policyas per section 135 (1) of the companies act 2013 since the same is not applicable to it asper criterion laid down therein. However the Company is meeting its social obligations forlocal persons by providing heath check up facilities including distribution of freemedicines. It also supplies free drinking water to nearby villages. The Company is alsorunning a modern English medium school for imparting quality education to local personsand undertakes various community welfare jobs from time to time.

The Company is also maintaining colony for workers & staff which has all the modernamenities.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In terms of Section 134(3)(i) of the Companies Act 2013 it is reported that exceptas disclosed elsewhere in this report no material changes and commitments which couldaffect the Company’s financial position have occurred between the end of thefinancial year of the Company and date of this report

SIGNIFICANT AND MATERIAL ORDERS

There are no material orders passed by Regulators Courts or Tribunals impacting thegoing concern status and Company’s operations in future.

INDUSTRIAL RELATIONS:

The industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

The Directors wish to place on record and acknowledge their appreciation and gratitudefor the continued co-operation and support received from the Union Government the StateGovernment of Gujarat Regulatory Bodies participating Financial Institutions and BanksCustomers Suppliers and Dealers. The Directors take this opportunity to express theirappreciation towards the dedication commitment and teamwork shown by employees which hasresulted in improved working results. Your Directors further thank Members/Shareholdersfor their continued confidence reposed in the management of the Company.

For and on behalf of the Board

Ganpatraj L. Chowdhary

Chairman DIN: 00344816

Place: Ahmedabad Date : 30.05.2016