Shree Rama Newsprint Ltd.
|BSE: 500356||Sector: Industrials|
|NSE: RAMANEWS||ISIN Code: INE278B01020|
|BSE 00:00 | 07 Oct||16.25||
|NSE 00:00 | 07 Oct||16.15||
|Mkt Cap.(Rs cr)||240|
|Mkt Cap.(Rs cr)||239.72|
Shree Rama Newsprint Ltd. (RAMANEWS) - Director Report
Company director report
The Members of
SHREE RAMA NEWSPRINT LIMITED
Your Directors are pleased to present the 30th Annual Reporttogether with the Audited Accounts for the Financial Year ended on 31st March2021.
(Rs. in Lakhs)
The Company has achieved total production of 69731 MT (53 % capacityutilization) during the Financial Year 2020-21 as against 76008 MT (58% capacityutilization) achieved in Financial Year 2019-20 i.e. lower by 6277 MT [8 %]. Theproduction was affected due to restrictions imposed by union and the state government dueto COVID-19 pandemic closure order dated 25.06.2020 by Gujarat Pollution Control Board(GPCB) due to mishap in coal bunker area of boiler not in operation due to flash firewhich was revoked on 16.09.2020. COVID-19 related restrictions also delayedre-commissioning of Paper Machine- I till 9.11.2020 [ shut for rebuilding on 16.01.2020]even though the machine was mechanically erected before lock down imposed from 25.03.2020.
The Company has achieved sales of 68973 MT during Financial Year2020-21 as against 85190 MT during Financial Year 2019-20 i.e. lower by 16217 MT.
The Company produced 853788 cases (32541360 bottles) as against1000417 cases (41517168 bottles) in previous financial year due to COVID-19 relatedrestrictions. Further sale of packaged water bottles during the year was of 917820 cases(34932024 bottles) as against 855407 cases (35969952 bottles) of water bottleduring previous financial year.
The Company has achieved turnover of ' 264.86 Crores in Financial Year2020-21 as against ' 336.53 Crores in Financial Year 2019-20.
The cash loss before depreciation and tax was of ' 50.07 Crores inFinancial Year 2020-21 as against ' 19.68 Crores in Financial Year 2019- 20. The Net losswas of ' 76.90 Crores in Financial Year 2020-21 as against ' 44.93 Crores in FinancialYear 2019-20.
The paper industry witnessed demand slump in Financial Year 2020-21 onaccount of COVID-19 related restrictions in the education sector offices and Governmentdepartments functioning in a restricted manner Courts functioning on virtual modeCirculation of physical newspapers reduced etc. There was demand revival in January toMarch 21 quarter but second wave of COVID-19 have again led to severe restrictions forthis paper sector. Packaged water division was also affected with restrictions on tour& travel hotel sector etc.
Export in Foreign exchange of Paper was 471 MT worth ' 1.86 Crore (FOB)in Financial Year 2020-21 as against 2440 MT worth ' 9.72 Crores (FOB) in Financial Year2019-20 whereas direct and indirect export was 38065 MT worth ' 132.05 Crores inFinancial Year 2020- 21 as against 3274 MT worth ' 13.33 Crores Financial Year 2019-20.
CHANGE IN NATURE OF BUSINESS:
During the year under review there was no change in nature of businessof the Company.
Your Directors has not recommended any dividend for the year underreview due to losses suffered.
The Authorised Share Capital of the Company as on 31stMarch 2021 as ' 233.00 Crores. The paid up Equity Share Capital of the Company as on 31stMarch 2021 is ' 147.52 Crores. During the year under review the Company has neitherissued shares or convertible securities nor shares with differential voting rights and hasnot granted any stock options or sweat equity or warrants.
TRANSFER TO RESERVES:
In view of losses suffered by the Company the Board has not proposedto transfer any amount to the General Reserves or any other Reserve for the year underreview.
The Inter Corporate Deposit from holding company (i.e. Riddhi SiddhiGluco Biols Ltd) has increased from ' 210.14 Crores as on 31st March 2020 to '296.38 Crores as on 31st March 2021 (inclusive of accrued interest of ' 18.71Crores for Financial Year 2020-21 and ' 16.66 Crores for Financial Year 2019-20). Thecompany has repaid loan of Rs 9.23 Cr. to ICICI bank Limited during Financial Year2020-21.
The Company has not accepted or renewed any deposit during the year andthere is no outstanding on this account in books of the Company.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any joint venture subsidiary or associatecompany within the meaning of Section 2(6) of the Companies Act 2013.
The Annual Return of the Company for the Financial Year ended on31.03.2021 is placed on website of the Company. The weblink of the same is :http://www.ramanewsprint.com/investors.html.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OFCOMPANIES ACT 2013:
The Company has not given any loans or guarantees covered under theprovisions of section 186 of the Companies Act 2013. However details of investment madeby the Company are mentioned in the financial statement of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has entered into related party transactions as enumeratedin Section 188 of the Companies Act 2013 during the year under review and disclosed thesaid information in Form AOC-2 which is attached as "Annexure - I".
NUMBER OF MEETINGS OF THE BOARD:
During the year under review 5 (Five) Meetings of Board of Directorswere convened and held on dates viz. 29.05.2020 29.08.2020 06.11.2020 12.02.2021 and22.03.2021. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Ganpatraj L. Chowdhary (DIN: 00344816) retires from the office byrotation and being eligible offered himself for re-appointment. Further Mr. Akshay Jain(DIN: 00144716) was appointed as an Additional Director w.e.f. 06.11.2020 and his terms ofoffice expires at this Annual General Meeting. He being eligible offered himself forreappointment. As per section 149 of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and upon receipt ofrecommendation of Nomination and Remuneration Committee and notice in writing underSection 160(1) of the Companies Act 2013 from a member of the Company proposing Mr.Akshay Jain as a candidate for the office of Director it is proposed to appoint him as anIndependent Director to hold office as per his tenure of appointment mentioned in theNotice of Annual General Meeting of the Company.
The brief profile of the Director proposed to be appointed nature ofhis expertise in specific functional areas names of Companies in which he holdsDirectorships and Memberships of Board Committees shareholding are provided in theNotice to Members as per regulation 36(3) the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 forms a part of thisAnnual Report.
DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OFTHE COMPANIES ACT 2013:
The Directors hereby confirm that: -
(a) in the preparation of the Annual Accounts the applicableAccounting Standards had been followed along with proper explanation relating to materialdepartures;
(b) the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) the Directors had prepared the Annual Accounts on a Going ConcernBasis;
(e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
(f) the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to Section 149(6) of the Companies Act 2013 IndependentDirectors of the Company have made a declaration confirming the compliance of the criteriaof independence stipulated in the aforesaid section.
DETAILS OF COMMITTEE OF DIRECTORS:
The Composition of Audit Committee of Directors Nomination andRemuneration Committee of Directors and Stakeholders Relationship/ Grievances Committee ofDirectors Corporate Social Responsibility Committee of Directors number of meetings heldof each Committee during the financial year 2020-21 and meetings attended by each memberof the Committee as required under the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 are provided in Corporate Governance Reportforming part of this Annual Report.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEESAND INDIVIDUAL DIRECTORS:
The Company has devised a Policy for performance evaluation of theBoard Committees and other individual Directors (including Independent Directors) whichincludes criteria for performance evaluation of the Non-Executive Directors and ExecutiveDirectors. The evaluation process inter alia considers attendance of Directors at Boardand committee meetings acquaintance with business communicating inter-se board memberseffective participation domain knowledge compliance with code of conduct vision andstrategy benchmarks established by global peers etc. which is in compliance withapplicable laws regulations and guidelines.
The Board carried out annual performance evaluation of the Board BoardCommittees and Individual Directors and Chairman. The Chairman of the respective BoardCommittees shared the report on evaluation with the respective Committee members. Theperformance of each Committee was evaluated by the Board based on report on evaluationreceived from respective Board Committees. The reports on performance evaluation of theIndividual Directors were reviewed by the Chairman of the Board.
In accordance with the criteria suggested by the Nomination andRemuneration Committee the Board of Directors evaluated the performance of the Boardhaving regard to various criteria such as Board composition Board processes Boarddynamics etc. The Independent Directors at their separate meetings also evaluated theperformance of the Board as a whole based on various criteria specified by SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Board and the IndependentDirectors were of the unanimous view that performance of the Board of Directors as a wholewas satisfactory.
Committees of the Board:
The performance of the Audit Committee the Nomination and RemunerationCommittee and the Stakeholders Relationship Committee was evaluated by the Board havingregard to various criteria such as committee composition committee processes committeedynamics etc. The Board was of the unanimous view that all the committees were performingtheir functions satisfactorily and according to the mandate prescribed by the Board underthe regulatory requirements including the provisions of the Act the Rules framedthereunder and the SEBI (Listing Obligations and Disclosures Requirements) Regulations2015.
In accordance with the criteria suggested by the Nomination andRemuneration Committee the performance of each Independent Director was evaluated by theentire Board of Directors (excluding the Director being evaluated) on various parameterslike engagement leadership analysis decision making communication governance andinterest of stakeholders. The Board was of the unanimous view that each IndependentDirector was a reputed professional and brought his/her rich experience to thedeliberations of the Board. The Board also appreciated the contribution made by all theIndependent Directors in guiding the management in achieving higher growth and concludedthat continuance of each Independent Director on the Board will be in the interest of theCompany.
The Board has received necessary declarations from all the IndependentDirectors regarding compliance of Code of conduct applicable to Independent Directors asprescribed under Schedule IV to the Act along with certificate under Section 149(7) of theCompanies Act 2013 regarding meeting the criteria of independence as provided insub-section (6) of Section 149 of the companies Act 2013.
The performance of each of the Non-Independent Directors (including theChairperson) was evaluated by the Independent Directors at their separate meeting held on12.02.2021. Further their performance was also evaluated by the Board of Directors. Thevarious criteria considered for the purpose of evaluation included leadership engagementtransparency analysis decision making functional knowledge governance and interest ofstakeholders. The Independent Directors and the Board were of the unanimous view that eachof the Non-Independent Directors was providing good business and people leadership.
INTERNAL CONTROL SYSTEMS:
The Company has an adequate system of internal control procedures whichis commensurate 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 authorized recorded and reported correctly. The internal control systemsof the Company are monitored and evaluated by internal auditors and their audit reportsare periodically reviewed by the Audit Committee of the Board of Directors.
APPOINTMENT AND REMUNERATION POLICY:
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration which is available on Company's website atwww.ramanewsprint.com.
WHISTLE BLOWER POLICY:
The Company has formulated a Whistle Blower Policy to establish a vigilmechanism for Directors Employees and other Stakeholders of the Company to reportconcerns about illegal and unethical practices unethical behavior actual or suspectedfraud or violation of the Company's Code of Conduct or Ethics Policy which is available atthe Company's website at www.ramanewsprint.com.
POLICY ON PRESERVATION OF DOCUMENTS AND POLICY ON DETERMININGMATERIALITY FOR DISCLOSURE TO STOCK EXCHANGES:
The Board framed policies on Preservation of Documents and DeterminingMateriality for Disclosure to Stock Exchanges as per the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 which areavailable at the Company's website at www.ramanewsprint.com.
The Management of the Company had evaluated the Risk Managementframework and plans for mitigating the risks and found the same to be adequate andsufficient as per size of the Company. Further presently there is no element of riskidentified by the management that may threaten the existence of the Company.
LISTING OF SHARES:
Equity Shares of Company continue to be listed on BSE Ltd. (BSE) andNational Stock Exchange of India Ltd. (NSE). The Company has duly paid listing fees to theStock Exchanges for current Financial Year.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
Particulars with respect to Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo as required u/s 134(3)(m) of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014 are furnished as "Annexure -II" to this Report and forms part of it.
CORPORATE GOVERNANCE REPORT:
Report on Corporate Governance is made part of this Annual Report. Asrequired under Securities and Exchange Board of India (Listing Obligation and DisclosureRequirements) Regulations 2015 the Certificate of Practicing Company Secretary onCorporate Governance compliance is also annexed to this Annual Report.
The Certificate from Chief Executive Officer and Chief FinancialOfficer were placed before the Board of Directors at its meeting held on 28.05.2021 isalso annexed to this Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion and Analysis is made part of this Annual Report.
PARTICULARS OF EMPLOYEES:
The information as per section 197(12) of the Companies Act 2013 readwith Rule 5(2) of the Companies (Appointment and remuneration of managerial personnel)Rules 2014 are as per "Annexure- III".
Pursuant to the provisions of Section 204 of the Companies Act 2013read with Rule 9 of the Companies (Appointment and remuneration of Managerial Personnel)Rules 2014 the Board on the recommendations of the Audit Committee has appointed Mr.Ravi Kapoor Proprietor of M/s. Ravi Kapoor & Associates Company Secretaries inPractice (CoP No. 2407) to undertake the Secretarial Audit of the Company for theFinancial Year 2020-21. Secretarial Audit Report issued by them in form MR-3 forms part ofthis report and marked as "Annexure-IV".
The audit of cost accounts of the Company is being carried out by M/sNanty Shah and Associates Cost Accountants (FRN: 101268) for Financial Year 2020-21 andafter completion of the audit they will submit their report to the Company and the samewill be submitted with the Central Government as per provisions of Companies Act 2013 andrules made thereunder.
CASH FLOW STATEMENT:
As required under Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the Cash FlowStatement forms part of Audited Financial Statements is attached to the Annual report.
M/s. Batliboi & Purohit Chartered Accountants (FRN: 101048W) wereappointed as Auditors of the Company for a term of 5 (five) consecutive years in theAnnual General Meeting held on 23rd September 2017. M/s. Batliboi &Purohit Chartered Accountants will continue to act as Auditors of the Company tillconclusion of Annual General Meeting held for financial year 2021-22.
EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION RESERVATIONOR ADVERSE REMARK OR DISCLAIMER MADE:
(i) by the Statutory Auditors' in their Audit report;
There is no qualification reservation or adverse remark or disclaimerin audit report issued by the Statutory Auditors of the Company.
(ii) By the Secretarial Auditors' in their Secretarial Audit Report;
The observations of the Secretarial Auditors in their report areself-explanatory and therefore the Directors do not have any further comments to offer onthe same.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions regarding Corporate Social Responsibility("CSR") as enumerated under section 135 of the Companies Act 2013 areapplicable on the Company. During the year under review on account of losses sufferedCompany has not spent any expense on CSR as per CSR Policy of the Company.
However the Company is meeting its social obligations as it suppliesfree drinking water to nearby villages. The Company is also running a modern Englishmedium school for imparting quality education to local persons and undertakes variouscommunity welfare jobs from time to time. The Company is also maintaining colony forworkers & staff which has all the modern amenities.
The Annual Report on CSR activities in the prescribed Form is attachedas "Annexure-V" to this report. The CSR Policy is available on the website ofthe Company at www.ramanewsprint.com.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:
In terms of Section 134(3)(i) of the Companies Act 2013 it isreported that except as disclosed elsewhere in this report no material changes andcommitments which could affect the Company's financial position have occurred between theend of the financial year of the Company and date of this report.
SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by RegulatorsCourts or Tribunals impacting the going concern status and company's operations in future.
REPORTING OF FRAUD:
There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and/or Board undersection 143(12) of Act and Rules framed thereunder.
COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Directors confirm that Company complies with applicable mandatorySecretarial Standards issued by The Institute of Company Secretaries of India.
The industrial relations remained cordial throughout the year underreview.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013:
The Board has developed the Sexual Harassment Policy of the Company forsafety of the women employees employed in the Company. Further no complaint / case havebeen filed / pending with the Company during the year.
The Directors wish to place on record and acknowledge theirappreciation and gratitude for the continued co-operation and support received from theUnion Government the State Government of Gujarat Regulatory Bodies participating BanksCustomers Suppliers and Dealers. The Directors take this opportunity to express theirappreciation towards the dedication commitment and teamwork shown by employees evenduring difficult time due to COVID-19. Your Directors further thank Members/Shareholdersfor their continued confidence reposed in the Management of the Company.