We have the pleasure in presenting the 37th Annual Report of the Company andthe audited statement of accounts for the year ended 31stMarch 2019. A summaryof the financial results is given below:
(Rs. In Lakhs)
| || |
|Particulars ||31.03.2019 ||31.03.2018 |
|Total Income ||13761 ||12047 |
|Profit before Interest & Depreciation ||882 ||655 |
|Interest & Depreciation ||449 ||266 |
|Profit before Tax ||433 ||389 |
|Deferred Tax Liability/Income Tax ||55 ||143 |
|Surplus for the year ||378 ||246 |
|Other Comprehensive Income ||60 ||184 |
|Total comprehensive Income for the year ||438 ||430 |
|Earnings per Share (Rs.) ||3.44 ||2.23 |
REVIEW OF OPERATIONS
The performance of the company is consistent despite turbulence in the global marketsas the company is able to maintain high quality standards and innovate new products.
The Revenue of the company increased to Rs. 13761 lakhs from Rs 12047 Lakhs in theprevious year registering a growth of 14.23% over previous year. The Profit after tax forthe year was Rs 378 Lakhs as compared to Rs 246 Lakhs during the previous year i.e. anincrease of 53.69 % on account of increased profitability.
In line with the growing demand the Company had modernisation and capacity enhancementprogramme with addition of sophisticated quality control Instruments leading toimprovement in quality parameters. This has already led to increase in production capacityfrom earlier 45 TPD to60 TPD. Further increase in production capacity to 80 TPD isunderway. This modernisation has also brought huge energy savings in the form of reducedintake of steam due to efficient condensation system.
During the year the company also launched a new product Kraft for Paper Bagsvisualising the growth in demand of Paper Bags due to global discouragement for the use ofplastic bags. The fast-growing demand of this product is all set to put our Companyremarkably on Global Business Map of environmental friendly products. Prime Minister Modihas embarked upon complete stoppage of one time plastic use by 2nd October2019. This movement of his will be a great boon for the Paper bags industry.
The Company grew its Exports to countries like Saudi Arabia Middle East TurkeyThailand and China. Additionally the company is also targeting to make inroads intoGlobal leading laminate company's such as Formica Wilson art Gentas and IKEA. Companyalso had stable business with leading brands in Domestic Markets like Marino Panels GreenPly Century Ply Olympic laminates etc..
Our colour tissue product is being increasingly accepted in the Global markets. Theprimary markets for this product besides the domestic market are China Hong KongIndonesia Europe USA and South American countries. These products are supplied toMega-stores in India and many overseas outlets of Wal-Mart and K-Mart.
With the significant contribution of above products development and their acceptance inthe domestic and overseas markets the company's sales prospects are poised to increasewith a multifold increase in Exports.
Looking to the surge in demand due to wider acceptability of the products of thecompany in domestic as well as global markets your company proposes to put one more papermachine to increase the capacity by 35 % i.e. about 30 TPD.
Further the Company plans to bring down the cost of power by investing in solar powerplant as well as by installing efficient boiler with turbine.
The Board of Directors of the Company have approved the Scheme of Arrangement andAmalgamation between Nath Pulp and Paper Mills Limited and Nath Industrial ChemicalsLimited and Rama Pulp and Papers Limited and their respective Shareholders as per theprovisions of Section 230 to 232 and other relevant provisions of the Companies Act 2013(Scheme) on 30.10.2017.
Further the Hon'ble National Company Law Tribunal Mumbai Bench (Hon'bleTribunal' or NCLT') has passed order on 23.08.2018 and directed a meeting to be heldof equity Shareholders of the said Companies on 09.10.2018 for the purpose of consideringand if thought fit approving with or without modification the proposed Scheme. TheScheme was passed with requisite majority by Equity Shareholders of the Company in thesaid meeting.
Further NCLT vide its order dated 22/08/2019 has sanctioned the Scheme of Arrangementand Amalgamation between Nath Pulp and Paper Mills Limited and Nath Industrial ChemicalsLimited and Rama Pulp and Papers Limited and their respective Shareholders as per theprovisions of Section 230 to 232 and other relevant provisions of the Companies Act 2013and the compliances thereof are in process.
In view of the proposed growth plan the Directors have not recommended any dividendfor the financial year 2018-19.
UNCLAIMED DIVIDEND: During the year the Company has transferred Rs. 0.67 Lakhs tothe Investor Education and Protection Fund (IEPF) of the Central Government which waslying in unpaid equity dividend account.
TRANSFER TO RESERVES: The Company has not transferred any amount from profit togeneral reserves.
SUBSIDARY COMPANY: The Company does not have any subsidiary.
PUBLIC DEPOSIT: The Company has not accepted deposits from the public during thefinancial year under the review within the meaning of Section 73 of the Companies Act2013 read with companies (Acceptance of Deposits) Rules 2014.
EXTRACT OF ANNUAL RETURN: The extract of the Annual Return in Form No. MGT-9 shallform part of the Boards Report in Annexure-I.
CORPORATE GOVERNANCE: A separate statement on Corporate Governance together with acertificate from the Auditors of the Company regarding compliance of conditions ofCorporate Governance as stipulated under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of this report are given in Annexure-II.
NUMBER OF MEETING HELD DURING THE YEAR: The details of all the meetings of Board ofDirectors and the Committees which has taken place during the year and their detailsalong with their attendance is given in Para 2 of Annexure-II.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT: The Management Discussion and Analysisof the financial condition and results of consolidated operations of the Company underreview is annexed and forms an integral part of the Directors' Report is given in
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 152 of the Companies Act 2013 and Rules madethere under Mr. Abhaykumar Jain (DIN: 02454426) Director of the Company shall retire byrotation at this Annual General Meeting and being eligible offer himself forre-appointment for which necessary resolution has been incorporated in the notice of themeeting. The Board of Directors recommends the re-appointment of Mr. Abhaykumar Jain as aDirector of the Company.
The Company has received declarations from all the Independent Directors of the Companyin terms of Section 149(7) of the Act confirming that they meet criteria of independenceas prescribed under section 149(6) of the Act and Regulation 25 of SEBI ListingRegulations 2015.
Based on the confirmations received from Directors none of the Directors aredisqualified from appointment under Section 164 of the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement Under Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
a. In the preparation of the annual accounts for the year ended March 31 2019 theapplicable Accounting Standards have been followed and there are no material departuresfrom the same;
b. The Directors have selected such Accounting Policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the State of affairs of the Company as at March 312019 and of the Profit ofthe Company for that period;
c. The Directors have taken proper and sufficient care 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. The Directors had prepared the annual accounts of the Company on a going concernbasis;
e. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Disclosures pertaining to remuneration as required Under Section 197(2) of theCompanies Act 2013 and with Rules 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of Directors Report is given in Annexure-IV
The statement of particulars of employees under section 197(12) of the Companies Act2013 and with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not provided with as during financial year underreview no employee of the company including Whole Time Director were in receipt ofremuneration in excess of the limits set out in the said rules.
EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
INTERNAL CONTROL SYSTEM
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year no reportable material weakness in the design oroperation were observed.
The internal audit covers a wide variety of operational matters and ensures compliancewith specific standard with regards to availability and suitability of policies andprocedures.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
During the year your Directors have constituted a Whistle Blower Policy / VigilMechanism Policy for the Company to report to the management instances of unethicalbehaviour actual or suspected fraud or violation of the code of conduct of the Companyas per the provisions of Section 177 (9) and (10) of Companies Act 2013. The VigilMechanism Policy report has been uploaded on the Website of the Company atwww.ramapulp.com
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
During the year the company has adopted a policy for prevention of Sexual Harassment ofWomen at work place and has not received any complaint of harassment. The detailed policyforms has been uploaded on the Website of the Company at www.ramapulp.com
RISK MANAGEMENT POLICY
During the year your Directors have constituted a risk management policy for theCompany including identification therein of elements of risk if any which in the opinionof the Board may threaten the existence of the Company as per the provisions of Section134(3) (n) of Companies Act 2013. The detailed policy forms part of the annual report isgiven in Annexure-V.
The Company is into the Paper and Chemical business and is the member of BSE Platform. STATUTORYAUDITORS
The members in the 36th Annual General Meeting held on 28th September2018 appointed M/S Vidya & Co. Chartered Accountants (Firm Registration No.308022E) Mumbai as Statutory Auditors of the Company for a period of five years witheffect from the conclusion of the 36th Annual General Meeting to the conclusion of the41st Annual General Meeting.
The board has appointed Ms. Neha P. Agrawal Practicing Company Secretary to conductSecretarial Audit for the Financial Year 2018-19. The Secretarial Audit Report is annexedherewith in Annexure-VI and does not contain any qualification reservation oradverse remark.
The notes referred to by the Auditors in their report are self-explanatory and do notcall for further explanation.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Your Board endeavours that all contracts/ arrangements/ transactions entered by theCompany during the financial year with related parties are in the ordinary course ofbusiness and on an arm's length basis only. During the year under review the Company hasnot entered into any contact/ arrangement/ transaction with related parties which could beconsidered material in accordance with the policy of the Company on materiality of relatedparty transactions.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or investments during the year underSection 186 (4) of Companies Act 2013.
All the properties and the insurable interest of the Company including building plantsand machinery and stocks wherever necessary and to the extent required have beenadequately insured.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation.
ENERGY CONSERVATION MEASURES TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGNEXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134 (3) (m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are set out below:
(A) Conservation of Energy
Your Company is continuously taking initiatives to ensure the optimum utilization ofenergy available in day to day operations not only in offices but also at Plant andfactory premises. Your Company uses energy efficient lighting devices light fittings tosave energy capacitor bank/devices to maintain power factor and plant & equipmentwhich are environment and power efficient.
(B) Technology Absorption
Company has carried out R & D work of Absorbent Kraft Paper for laminates andimprovement in the quality of Carbon Base Paper Napkin Tissue Papers & Cream Wove andEnergy Conservation.
Company is benefited in High Realization Reduction in Energy Cost and Increase in theefficiency of the machines as a result of above R & D.
(C) Foreign Exchange Earnings and Outgo
The Company has incurred the following expenses in foreign currency during thefinancial year 2018-19.
The rupee equivalent of that amount has been given hereunder:
|Particulars ||Rs. In Lakhs |
|Total Earnings ||1173.94 |
|Total Expenditure ||4078.72 |
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Section 135 of companies act 2013 regarding Corporate Social Responsibility is notapplicable to the company.
The Directors would like to express deep gratitude and appreciation to our customerswho provided us an opportunity to partner with them our bankers our partners ouremployees and our shareholders for their unwarranting support.
| ||For and on behalf of the Board |
| ||Ramniklal Salgia |
| ||Director |
|Place: Mumbai Date: 31.08.2019 ||(DIN: 02704031) |