DIRECTORS' REPORT Dear Shareholders, We have pleasure in presenting the 33rd Annual Report of the Company and the audited statement of accounts for the year ended 31st March, 2015. REVIEW OF OPERATIONS The performance of the Company during the year, remained same compared to that of the previous year despite the fact that there was a pressure on the paper market. The sales turnover of the company has increased by around 11% to Rs. 9899 lacs from Rs.9016 lacs. The company recorded a net profit of Rs.257 lacs during the year compared to a net profit of Rs.256 lacs in the previous year. During the year your company launched higher grade of paper for laminate industries called 'VERGIN' which is well accepted in the market and has substantially replaced the paper being manufactured and supplied by 'A' grade paper mills. The demand of this product is continuously growing and has opened new gateways of export in the countries like Thailand, Malaysia, Philippines, Taiwan and Bangladesh. Further your company has successfully developed MG White Tissue paper for Printing and Gift wrapping which has created good demand in Europe, USA and South American countries. This product is being supplied to Mega-stores like Wal-Mart. With the contribution of above products development and their acceptance in the global market the company's export is likely to increase. FUTURE PLANS The company's expansion programme to set up a plant to manufacture 16000 TPA of Linear Alkyl Benzene Sulphonic Acid (LABSA) at Vapi Dist.Valsad Gujarat got clearance from Ministry of environment and it is being implemented and would commence the production during the year. DIVIDEND The Board of Directors of your company does not recommend any dividend for the year ended 31stMarch 2015. UNCLAIMED DIVIDEND : Rs. 2.27 Lacs is lying in unpaid equity dividend account. TRANSFER TO RESERVES : The company has not transferred any amount from profit to general reserves. SUBSIDARY COMPANY : The Company does not have any subsidiary. PUBLIC DEPOSIT : The Company has not accepted deposit from the public during the financial year under the review within the meaning of Section 73 of the Companies Act, 2013, read with companies (Acceptance of Deposits) Rules, 2014. EXTRACT OF ANNUAL RETURN : The extract of the Annual Return in Form No. MGT-9 shall form part of the Boards Report in Annexure-I. CORPORATE GOVERNANCE : As per Clause-52 of Listing Agreement with the Stock Exchange, the report of the Corporate Governance and the certificate of the Auditors of the Company in respect of compliance thereof are appended hereto and forming part of this report; are given in Annexure-II. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report of Corporate Governance. NUMBER OF MEETING HELD DURING THE YEAR : The details of all the meetings of Board of Directors and the Committees, which has taken place during the year and their details along with their attendance, is given in Para 2 of Annexure-II. MANAGEMENT DISCUSSION AND ANALYSIS REPORT : The Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directors' Report, is given in Annexure-III. DIRECTORS AND KEY MANAGERIAL PERSONNEL : Mrs.Jeevanlata Nandkishor Kagliwal was appointed as an additional director in the Board Meeting held on 31st March, 2015.She will hold the office up to the date of ensuing general meeting and is eligible for appointment as a director. In accordance with Section 149(1), 152(5) and other applicable provisions, if any, of the Companies Act, 2013 including any modification or re-enactment thereof Mrs. Jeevanlata Nandkishor Kagliwal (DIN: 02057459) shall be appointed Women Director of the company, liable to retire by rotation, after being approved by members at the ensuing general meeting. In accordance with Section 196 and 197 of the Companies Act, 2013 read with the Articles of Association of the Company. Mr.Akhilesh Sharma (DIN: 01831269), Executive Director, is re-appointment at the ensuing Annual General Meeting. Based on the confirmations received from Directors, none of the Directors are disqualified 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 with respect to Directors' Responsibility Statement, it is hereby confirmed that: a. In the preparation of the annual accounts for the year ended March 31, 2015, the applicable Accounting Standards have been followed and there are no material departures from the same; b. The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31, 2015 and of the Profit of the Company for that period; c. The Directors have taken proper and sufficient care for the 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; d. The Directors had prepared the annual accounts of the Company on a Agoing concern' basis; e. 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; f. 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. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES The Disclosures pertaining to remuneration as required Under Section 197(2) of the Companies Act, 2013 and with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part Directors Report, is given in Annexure-IV. EVALUATION OF BOARD Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees,. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. INTERNAL CONTROL SYSTEM The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the design or operation were observed. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. WHISTLE BLOWER POLICY / VIGIL MECHANISM During the year, your Directors have constituted a Whistle Blower Policy / Vigil Mechanism Policy for the Company to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct of the Company as per the provisions of Section 177 (9) and (10) of Companies Act, 2013. The Vigil Mechanism Policy report has been uploaded on the Website of the Company at www.ramapulp.com OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 During the year the company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has not received any complaint of harassment. The detailed policy forms 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 the Company including identification therein of Section 134(3) (n) of Companies Act, 2013. The detailed policy forms part of the annual report, is given in Annexure-V. visions of STATUTORY INFORMATION The Company being basically into the Paper business and is the member of BSE and ASE Platform. Apart from paper business, the Company is not engaged in any other business/activities. STATUTORY AUDITORS M/s. N.R. Agarwal & Company, Chartered Accountants, Mumbai (having Firm Registration No.100143W) Statutory Auditors of the Company, who were appointed in last AGM and holds office until the conclusion of the 35th Annual General Meeting needs ratification by members of the Company for financial year 2015-16. The Company has received letter from M/s. N.R. Agarwal & Company, Chartered Accountants, to the effect that their ratification of appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013. SECRETARIAL AUDITOR The board has appointed Ms. Neha P. Agrawal, Practicing Company Secretary to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report is annexed herewith in Annexure-VI and does not contain any qualification, reservation or adverse remark. AUDITORS REPORT The notes referred to by the Auditors in their report are self-explanatory and do not call for further explanation. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES Your Board endeavors that all contracts/ arrangements/ transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arm's length basis only. During the year under review the Company has not entered into any contact/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS The Company has not given any loans or guarantees or investments during the year, under Section 186 (4) of Companies Act, 2013. INSURANCE All the properties and the insurable interest of the Company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured. RESEARCH & DEVELOPMENT The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 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 of energy available in day to day operations not only in offices but also at Plant and factory premises . Your Company uses energy efficient lighting devices, light fittings to save energy, capacitor bank / devices to maintain power factor and plant & equipment which are environment and power efficient. (B) Technology Absorption Company has carried out R & D work of Absorbent Kraft Paper for laminates and improvement in the quality of Carbon Base Paper, Napkin Tissue Papers & Cream Wove and Energy Conservation. Company is benefited in High Realization, Reduction in Energy Cost and Increase in the efficiency of the machines as a result of above R & D. Your Company has incurred Rs. 159.01 lacs expenditure on R & D during the year. (C) Foreign Exchange Earnings and Outgo The Company has incurred the following expenses in foreign currency during the financial year 2014-15. The rupee equivalent of that amount has been given hereunder: CORPORATE SOCIAL RESPONSIBILITY (CSR) Section 135, of companies act 2013 regarding Corporate Social Responsibility is not applicable to the company. APPRECIATION Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the Company. ACKNOWLEDGEMENT Your Directors would like to express their sincere appreciation for the co-operation and assistance received from Shareholders, bankers, regulatory bodies and other business constituents during the year under review. For and on behalf of the Board, Mahesh Mehta Director (DIN: 01831199) Place: Mumbai Date: 28th August, 2015 |