SHREE RAMA NEWSPRINT LIMITED
Your Directors are pleased to present the 27hAnnual Report together withthe Audited Accounts for the Financial Year ended 31st March 2018.
FINANCIAL RESULTS Amount
(Rs. in Lakhs)
|Particulars ||Year Ended 31.03.2018 ||Year Ended 31.03.2017 |
|Revenue from operations ||43434.46 ||39198.52 |
|Profit/(Loss) before Interest Depreciation and Tax ||1579.54 ||3205.98 |
|Finance Cost ||2475.09 ||2420.88 |
|Profit/(Loss) before Depreciation and Tax ||(895.55) ||785.10 |
|Depreciation ||2298.82 ||2266.22 |
|Profit /(Loss) before Tax and exceptional items ||(3194.37) ||(1481.12) |
|Deferred tax assets/liabilities ||(203.01) ||(590.73) |
|Exceptional Items (gain) ||- ||- |
|Other comprehensive income ||16.02 ||(3.98) |
|Net Profit/Loss after other comprehensive income ||(2975.34) ||(894.37) |
The Company has achieved production of 119267 MT (90% capacity utilization) duringthe F.Y. 2017-18 as against 118071 MT (89% capacity utilization) achieved in FY 2016-17i.e. higher by 1196 MT (1%). The Company has achieved sale of 121301 MT during FY2017-18 as against 115707 MT in 2016-17. During the year under review the Company hasproduced only Newsprint as against production of 1275 MT of writing and printing paperalso in the previous year.
The Company has achieved turnover of ' 434.34 crores [with excise duty till June.17] inFY 2017-18 as against ' 391.99 crores [with excise duty] in FY 2016-17.
The working results of the Company were not satisfactory as cash loss beforedepreciation and tax was Rs 8.96 crores in FY 2017-18 as against profit of '7.85 crores inFY 2016-17 due to increase in cost of waste paper coal and other inputs withoutcommensurate increase in the sales realization. The Net loss was of ' 29.75 crores in FY2017-18 as against '8.94 crores in FY 2016-17.
Export in Foreign exchange of Newsprint was 2215 MT worth Rs 7.83 crores (FOB) in F.Y.2017-18 as against 2264 MT worth '7.70 crores (FOB) in F.Y 2016-17 whereas direct andindirect export was of 3049 MT worth Rs 10.97 crores in F.Y. 2017-18 as against 3119 MTworth '10.64 crores in F.Y 2016-17.
Your Directors have not recommended any dividend in view of the loss suffered by theCompany.
TRANSFER TO RESERVES:
In view of losses suffered the Company has not proposed to transfer any amount toGeneral Reserves or any other reserve.
THE CHANGE IN NATURE OF BUSINESS:
During the year Company has passed resolution through postal ballot and altered themain object clause by adopting the business of manufacturing and processing of packagedwater. The Company has commenced the said business activity during the year.
The Company has repaid term loan of ' 11.90 crores to ICICI Bank Limited during theyear The Inter Corporate Deposit from Riddhi Siddhi Gluco Biols Ltd has increased from Rs31.48 cr as on 31.03.17 to Rs 78.17 cr as on 31.03.2018.
PACKAGED WATER BOTTLING PLANT:
We have taken packaged water bottling plant of 32000 bottles per hour and orders wereplaced on 27.11.2017 with Sure Technologies FZC Sharjah UAE.
We have registered the project with Secretariat for Industrial Approval Ministry ofCommerce and Industry Government of India on 26.04.2018. We have received Consent toEstablish from Gujrat pollution Control Board on 13.03.2018
The Company has not accepted or renewed any deposit 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 joint venture subsidiary or associate company within themeaning of Section 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. However details of investment made by the Companyis mentioned in the financial statement of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Company has not entered into any related party transactions as enumerated in Section188 of the Company Act 2013 during the year. Accordingly Company is not required todisclose the said information in Form AOC-2.
NUMBER OF MEETINGS OF THE BOARD:
During the year 4 (four) Board Meetings were convened and held on 29.05.201714.08.2017 14.112017 and 12.02.2018 respectively and details thereof are mentioned inthe Report on Corporate Governance forming part of this Annual Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.
During the year under review 1(one) separate meeting of Independent Directors of theCompany held on 12.02.2018.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Shri Murli Ranganathan (DIN: 00139748) resigned as independent director of the companyon 25.12.2017. The Company expresses sincere gratitude to him for the contribution madeduring his tenure as Director of the Company.
Shri Shiddharth G. Chowdhary (DIN: 01798350) retires from the office by rotation butbeing eligible offers himself for re-appointment. The brief resume of the Directorproposed to be reappointed nature of his expertise in specific functional areas names ofCompanies in which he holds Directorships and Memberships of Board Committeesshareholding are provided in the Notice to Members as per regulation 36 (3) TheSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 forms a part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT2013:
The Directors hereby confirm that: -
1. i n the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
2. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
3. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
4. the directors had prepared the annual accounts on a going concern basis;
5. the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively; and
6. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems 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 Allotment Committeenumber of meetings held of each Committee during the financial year 2016-17 and meetingsattended by each member of the Committee as required under the Companies Act 2013 areprovided in Corporate Governance Report.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS:
The Company has devised a Policy for performance evaluation of the Board Committeesand other individual Directors (including Independent Directors) which includes criteriafor performance evaluation of the Non-Executive Directors and Executive Directors. Theevaluation process inter alia considers attendance of Directors at Board and committeemeetings acquaintance with business communicating inter-se board members effectiveparticipation domain knowledge compliance with code of conduct vision and strategybenchmarks established by global peers etc which is in compliance with applicable lawsregulations and guidelines.
The Board carried out annual performance evaluation of the Board Board Committees andIndividual Directors and Chairman. The Chairman of the respective Board Committees sharedthe report on evaluation with the respective Committee members. The performance of eachCommittee was evaluated by the Board based on report on evaluation received fromrespective Board Committees.
The reports on performance evaluation of the Individual Directors were reviewed by theChairman of the Board.
In compliance with the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 the performance evaluationwas carried out as under Board:
In accordance with the criteria suggested by The Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings also evaluated the performance of the Board as awhole based on various criteria specified by Companies Act 2013. The Board and theIndependent Directors were of the unanimous view that performance of the Board ofDirectors as a whole was satisfactory.
Committees of the Board:
The performance of the Audit Committee the Nomination and Remuneration Committee andthe Stakeholders Relationship Committee was evaluated by the Board having regard tovarious criteria such as committee composition committee processes committee dynamicsetc. The Board was of the unanimous view that all the committees were performing theirfunctions satisfactorily and according to the mandate prescribed by the Board under theregulatory requirements including the provisions of the Act the Rules framed there underand the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.
In accordance with the criteria suggested by the Nomination and Remuneration Committeethe performance of each independent director was evaluated by the entire Board ofDirectors (excluding the director being evaluated) on various parameters like engagementleadership analysis decision making communication governance and interest ofstakeholders. The Board was of the unanimous view that each independent director was areputed professional and brought his/her rich experience to the deliberations of theBoard. The Board also appreciated the contribution made by all the independent directorsin guiding the management in achieving higher growth and concluded that continuance ofeach independent director on the Board will be in the interest of the Company.
The performance of each of the non-independent directors (including the chair person)was evaluated by the Independent Directors at their separate meeting. Further theirperformance was also evaluated by the Board of Directors. The various criteria consideredfor the purpose of evaluation included leadership engagement transparency analysisdecision making functional knowledge governance and interest of stakeholders. TheIndependent Directors and the Board were of the unanimous view that each of thenon-independent directors was providing good business and people leadership.
INTERNAL CONTROL SYSTEM:
The Company has an adequate system of internal control procedures which is commensuratewith the size and nature of business. Detailed procedural manuals are in place to ensurethat all the assets are safeguarded protected against loss and all transactions areauthorised recorded and reported correctly. The internal control systems of the Companyare monitored and evaluated by internal auditors and their audit reports are periodicallyreviewed by the Audit Committee of the Board of Directors.
APPOINTMENT AND 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.com
WHISTLE 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 has framed policies on Preservation of Documents and Determining Materialityfor Disclosure to Stock Exchanges which are available at the Company's website atwww.ramanewsprint.com
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.
LISTING OF SHARES:
Equity Shares of Company continue to be listed on BSE Ltd. (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 - II to this Report and formspart of it.
PARTICULARS OF EMPLOYEES:
The information as per section 197(12) of the Companies Act 2013 read with Rule 5(2)of the Companies (Appointment and remuneration of managerial personnel) Rules 2014 are asper Annexure-III.
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 Ravi Kapoor & AssociatesCompany Secretaries in Practice to undertake the Secretarial Audit of the Company for thefinancial year ended 31st March 2018. Secretarial Audit Report issued by M/s. Ravi Kapoor&Associates a sole proprietor Company Secretaries in form MR-3 forms part of thisreport and marked as Annexure-IV.
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 14.08.2018.
RETIFICATION OF REMUNERATION OF COST AUDITOR:
The audit of cost accounts of the Company is being carried out by M/s Nanty Shah andAssociates for F.Y. 2017-18 and after completion of the audit they will submit theirreport to the Central Government.
The Board proposes to appoint Ms. Nanty Shah and Associates as the Cost Auditor of theCompany for the F.Y. 2018-19 by members through Ordinary Resolution at ensuing AnnualGeneral Meeting of the Company.
CASH FLOW STATEMENT:
As required under Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Cash Flow Statement isattached to the Annual report.
As per the provisions of the Act the period of office of Haribhakti & Co. LLPChartered Accountants of the Company expired at the conclusion of the Annual GeneralMeeting on 23rd September 2017.
Batliboi & Purohit Chartered Accountants were appointed as auditor of the Companyfor a term of 5 (five) consecutive years in the Annual General Meeting held on 23rdSeptember 2017 subject to ratification at every Annual General Meeting.
However Ministry of Corporate Affairs vide it's notification dated 7th May 2018amended provisions of Rule 3(7) of Companies (Audit and Auditors) Rules 2014 andaccordingly provisions of requirement of ratification of appointment of Auditor at everygeneral meeting is dispensed with. Therefore at the ensuing general meeting members arenot required to ratify Auditor's appointment and M/s. Batliboi & Purohit CharteredAccountants will continue to act as Auditors of the Company till financial year 2021-22.
Company has appointed Mr. Ravi Kapoor a Practicing Company Secretary and proprietor ofM/s. Ravi Kapoor & Associates as a Secretarial Auditor of the Company to carry out thesecretarial audit for the financial year 2017-18 and obtained Secretarial Auditor Reportfor the financial year 2017-18.
EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSE REMARKOR DISCLAIMER MADE:
(i) by the auditor in his report;
There is no qualification reservation or adverse remark or disclaimer in audit reportissued by the auditors of the Company.
(ii) By the company secretary in practice in his secretarial audit report;
There is no qualification reservation or adverse remark or disclaimer in secretarialaudit report issued by the company secretary in practice.
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 itas per criterion laid down therein. However the Company is meeting its social obligationsfor local persons by providing heath checkup 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.
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 the financialyear 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.
The industrial relations remained cordial throughout the year under review.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
Your Company strongly believes in providing a safe and harassment free workplace foreach and every individual working for the Company. Its continuous endeavor of theManagement of the Company to create and provide an environment to all its employees thatis free from discrimination and harassment including sexual harassment. The Company hasadopted a policy on prevention prohibition and redressal of Sexual Harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. Company hascomplied with the provisions relating to the constitution of Internal Complaint Committeeunder the Sexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal)Act 2013.
During the year under review there were no incidences of sexual harassment reportedand received in terms of the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013
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 Shree Rama Newsprint Limited
|Siddharth G. Chowdhary ||K.L. Chandak |
|Whole-time Director ||Director |
|DIN: 01798350 ||DIN:00013487 |
|Date : 14.08.2018 || |
|Place : Ahmedabad || |