To,
The Members,
The Board of Directors hereby submit the report of the business and operations of your
company along with the Audited Financial Statements for the financial year ended 31st
March, 2023.
Corporate Overview
Raama Paper Mills Limited ("Your Company") is a leading Indian Newsprint,
Duplex Board, Tissue manufacturing Company.
Overview of the Economy
The last three years have been difficult for the world economy on account of the
COVID-19 pandemic. Repeated waves of infection, supply-chain disruptions and, more
recently, inflation have created particularly challenging times for policy-making. Faced
with these challenges, the Government of Indias immediate response was a bouquet of
safety-nets to cushion the impact on vulnerable sections of society and the business
sector. Despite all the disruptions caused by the global pandemic, Indias balance of
payments remained in surplus throughout the last two years. This allowed the Reserve Bank
of India to keep accumulating foreign exchange reserves (they stood at US$ 634 billion on
31st December 2021). This is equivalent to 13.2 months of merchandise imports and is
higher than the countrys external debt. The combination of high foreign exchange
reserves, sustained foreign direct investment, and rising export earnings will provide an
adequate buffer against possible global liquidity tapering in 2022-23.
Financial Results
(Rs. In Lakhs)
| Particulars |
2022-23 |
2021-22 |
| Revenue |
8101.46 |
8726.28 |
| Profit before Financial Charges & Depreciation |
(65.00) |
840.57 |
| Less: Financial Charges |
118.66 |
229.19 |
| Less: Depreciation |
368.47 |
348.76 |
| Profit before Tax |
(552.13) |
262.62 |
| Add/Less: Deferred Tax Liability/Asset |
- |
- |
| Less: Provision for Tax (MAT) |
- |
- |
| Add: MAT Credit Entitlement |
- |
- |
| Profit After Tax |
(552.13) |
262.62 |
Operations
During the year under review, your Company has Net Loss of Rs. (552.13) Lakhs against
the Net Profit of Rs. 262.62 Lakhs in the previous year, the revenue has been decreased to
Rs. 8101.46 Lakhs against the previous year revenue of Rs. 8726.28 Lakhs.
CAPITAL
The paid up equity capital of the Company is Rs. 19,66,47,330 divided into 96,64,733
Equity Shares of Rs. 10 each. It is important to point out here that the issue of
20,83,333 Equity Shares mde to the persons falling under the category "Promoter and
Promoter Group" has now got the trading approval from Bombay Stock Exchange and now
they are actively traded on the exchange. The Company also has 10,00,000 Preference Shares
of Rs.100 each. The Company has not come out with any issue of securities during the year
2021-22.
ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, The Annual Return as on 31st March
2023 is available on your Companys website; www.ramapaper.com.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
No order has been passed by the regulators or Courts or Tribunals impacting the going
concern status and Companys operations in future.
DIVIDEND AND RESERVES
During the year under review, your Company does not recommend any dividend in the
absence of profits. And also, your company has not made any transfer to Reserves during
the financial year 2022-23.
FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT
There are no such frauds reported by auditors, which are committed against the company
by officers or employees of the company.
MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 202223
There are no material changes and commitments after the date of close of financial year
2022-23 that needs specific disclosure or impact the going concern status of the Company.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND
REDRESSAL) ACT, 2013
Your Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed thereunder.
During the financial year 2022-23, the Company did not receive any complaints on sexual
harassment and therefore, no complaints remain pending as of 31st March, 2023.
FIXED DEPOSITS
Your Company has not accepted any fixed deposits covered under Chapter V of the Company
Act, 2013 and as such, no amount of principal or interest was outstanding on the date of
the Balance Sheet.
BONUS ISSUE
During the year the Company has not issued any bonus shares.
INSURANCE
The Properties and insurable assets and interest of your Company such as buildings,
plant & machinery and stocks among others, are adequately insured.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
• Retirement by Rotation
In accordance with the provisions of Section 152 of Companies Act, 2013 Smt. Amarjeet
Sandhu, Director of the Company, is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible, has offered himself for re-appointment.
• Appointment / Re-appointment and Cessation of Directors & KMP
Mrs. Sapna Agarwal who has been appointed as Non-Executive Non Independent director in
F.Y. 2022-23.
Pursuant to the provisions of Section 203 of the Act, your Company has following Key
Managerial Personnel(s):
• Mr. Pramod Agarwal - Managing Director;
• Mr. Nirdesh Agarwal - Chief Financial Officer;
• Mr. Himanshu Duggal - Company Secretary;
DECLARATION BY THE INDEPENDENT DIRECTORS
All Independent Directors has given declarations to the company confirming that they
meet the criteria of independence as laid down under Section 149 (6) of The Companies Act,
2013 and Regulation 16(1) (b) of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015.
COMPOSITION OF COMMITTEES
a) Audit Committee
The present Audit Committee of the board comprises of three members with independent
directors forming a majority, namely Mr. Vijay Pal Singh as Chairman, Ms. Amarjeet Sandhu
and Mr. Pramod Agarwal as members of the Committee.
All the recommendations made by the Audit Committee were accepted by the board.
Further, the Roles and Responsibility and other related matters of Audit Committee
forms an integral part of Corporate Governance Report as part of annual report.
b) Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of Ms. Amarjeet Sandhu as chairman,
and Mr. Vijay Pal Singh and Mrs. Sapna Agarwal as members, all of whom are Non- Executive
Directors.
All the recommendations made by the Nomination and Remuneration committee were accepted
by the board.
Further, the terms of reference and other related matters of Nomination.
c) Stakeholder Relationship Committee
Stakeholders Relationship Committee comprises of Mr. Vijay Pal Singh as Chairman and
Ms. Amarjeet Sandhu, Mr. Pramod Agarwal as members of the Committee.
The Committee is set up to monitor the process of share transfer, issue of fresh Share
Certificates as well as review of redressed of investors/shareholders grievances.
Further, the role and responsibility and other related matters of Stakeholders
Relationship Committee forms an integral part of Corporate Governance Report as part of
annual report.
BOARD EVALUATION
Pursuant to provisions of the Companies Act, 2013 and as per applicable provisions of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a structured questionnaire was prepared after taking into consideration
of the various aspects of the Boards functioning, composition of the Board and its
committees, culture, execution and performance of specific duties, obligations and
governance.
The performance evaluation of the independent Directors was completed. The performance
evaluation of the Chairman and Non-Independent Directors was carried out by the
independent Directors. The Board of Directors expressed their satisfaction with the
evaluation process.
NUMBER OF BOARD MEETINGS
The Board duly met at regular intervals to discuss and decide on business
strategies/policies and review the financial performance of the company. The notice along
with Agenda and notes on agenda of each Board Meeting was given in writing to each
Director.
In the Financial Year 2022-23, the Board met nine (9) times. The interval between two
meetings was well within the period mentioned under Section 173 of Companies Act, 2013 and
Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
During the Financial year 2022-23, the Board met Nine (9) times. The meetings were held
on 30.05.2022, 12.08.2022, 08.09.2022, 14.11.2022,
16.12.2022,20.01.2023,14.02.2023,01.03.2023 and 20.03.2023. The interval between two
meetings was well within the maximum period mentioned under Section 173 of the Companies
Act, 2013 or within the extensions granted by the Ministry of Corporate Affairs during the
covid 19 pandemic and the Listing Regulations.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes of financial statements as on
31.03.2023.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there
is no employee in the company, which draws the remuneration in excess of the limits set
out in the said rules.
Disclosures pertaining to remuneration and other details of directors & KMP as
required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure
A to this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars relating to energy conservation, technology absorption, foreign exchange
earnings and outgo, as required to be disclosed under Section 134 (3) (m) of the Companies
Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given
hereunder:
Conservation of Energy
i) Steps taken or impact on conservation of energy: Energy conservation efforts are
ongoing activities. During the year under review further efforts were made to ensure
optimum utilization of electricity.
ii) Steps taken by the company for utilizing alternate sources of energy: The Company
uses optimum combination of fuel sources i.e. Husk, Bagasse, India as well as Imported
coal to take advantage out of the market availability of the material which has resultant
effect in the Cost of Energy.
iii) The Capital investment on energy conservation equipments: During the year under
review, the Company has made normal routine maintenance but no capital expenditure has
been made.
TECHNOLOGY ABSORPTION. ADAPTION & INNOVATION AND RESEARCH & DEVELOPMENT
No research & development or technical absorption or adaption & innovation
taken place in the company during the Financial Year 2022-23, the details as per rule 8(3)
of The companies (Accounts) Rules 2014 are as follows:
i) Efforts made towards technology absorption: - Nil
ii) Benefits derived like product improvement, cost reduction, product development or
import substitution: Nil
iii) In case of imported technology (imported during the last 3 years reckoned from the
beginning of the financial year)
a. Details of technology imported: Nil
b. Year of Import: NA
c. Whether the technology been fully absorbed: Nil
d. Areas where absorption has not taken place and the reasons there of: Nil
iv) Expenditure incurred on Research and Development: Nil
FOREIGN EXCHANGE EARNINGS AND OUTGO
As your Company imports waste paper from the various countries owing to its high
recovery, therefore the particulars relating to Foreign Exchange Earnings and Outgo are
described hereunder.
Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: Rs. 1330.05 Lakhs
CORPORATE GOVERNANCE
The provisions relating to Corporate Governance are not applicable on the Company as
per Regulation 15(2) of SEBI (LODR) Regulations, 2015. A certificate obtained from the
Practicing Company Secretary to that effect has been obtained as attached as Annexure B to
the report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(5) of the Act, the directors hereby confirm
that:
a) In the preparation of the Annual Accounts for the year ended 31st March, 2023 the
applicable accounting standards have been followed along with proper explanations relating
to material departure.
b) Appropriate accounting policies have been selected and applied consistently and
judgments and estimates have been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at 31st March, 2023 and of
the Profit of the Company for the year ended 31st March, 2023.
c) Proper and sufficient care has been taken for the maintenance of accounting records
in accordance with the Provisions of the Companies Act, 2013. They further confirm that
there are adequate systems and controls for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d) The financial statements have been prepared on a going concern basis.
e) That the Director had laid down internal financial controls to be followed by
Company and such internal Controls are adequate and were operating effectively; and
f) That the Directors had devised proper system to ensure compliance with the
provisions of all applicable laws and that such system were adequate and operating
effectively.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review, as stipulated
under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
presented in a separate section forming Annexure C of the Directors Report.
AUDITORS AND AUDITORS REPORT
The Board of Directors of your Company has appointed Jagdish Chand & Co., Chartered
Accountants as the statutory auditors of the Company for the period of five years from the
conclusion of last annual general meeting till the conclusion of annual general meeting to
be held for the Financial Year 2026-27.
The Company has received a consent and certificates from the auditors to the effect
that their appointment, if made, would be within the limits prescribed under the Companies
Act, 2013, and they are not disqualified for appointment, as per the provisions of section
141 of the Companies Act, 2013.
The auditor report and notes on accounts referred to in the Auditors Report is
self-explanatory and there are no adverse remarks or qualification in the Report.
COST AUDIT
As per requirement of Central Government and pursuant to section148 of Companies Act
2013 read with the Companies (Cost records and Audit) Rules, 2014 as amended from time to
time, your Company has been carrying out audit of Cost records relating to the Company.
The Board of Directors on the recommendation of the Audit Committee has appointed M/s.
Jain Sharma & Company, Cost Accountants as the Cost Auditor of the Company for the
Financial Year 2023-24. As it requires under the Companies Act 2013, a resolution seeking
members approval for the remuneration payable to the Cost Auditor forms part of the
Notice convening Annual General Meeting.
SECRETARIAL AUDIT
Pursuant to the provisions of the Section 204 of the Companies Act 2013 and rules made
thereunder, the Board has appointed Ms. Sameer Kishore Bhatnagar, Company Secretary in
Practice to conduct the Secretarial Audit of the Company for the Financial Year 2023-24.
The Secretarial Audit Report for the Financial Year is attached herewith as Annexure D which
forms integral part of this report.
Explanation on Comments of Secretarial Auditor in Secretarial Audit Report for the
Financial Year ended 31st March, 2023:
• The Preference Shares are due for redemption during the financial year.
- The management of the Company is doing its utmost efforts to arrange finances to
redeem the preference shares and the same will be resolved soon.
• The trading of the shares of the Company was suspended during the financial year
due to NonPayment of Annual Listing Fees.
The Company managed to pay the Annual Listing Fees at the earliest possible to resume
the trading of the Securities.
• The deposit of the Provident Fund is pending during the financial year.
- Due to the shortage of funds, the payment of Provident Fund got delayed and now the
same has been paid.
• Regulation 33 i.e. failed to submit Unaudited Standalone Financial Results for
the period ending September 2022 to the stock exchange within stipulated time.
- The said filing got delayed for the period of 3 days from the due date of filing and
the Company undertakes to be more careful in future about timely updating the relevant
disclosures to the exchange.
Internal Auditor
As per requirements of Section 138 of Companies Act, 2013 read with Rule 13 of
Companies (Accounts) Rules 2014, The Board of Directors on the recommendation of the Audit
Committee appointed M/s. GR & Company, Chartered Accountants, as the Internal Auditor
of the Company for the Financial Year 2023-24.
Internal Control System and Their Adequacy
Your Company has an effective internal Control and risk mitigation system, which are
constantly assessed risk mitigation system, which are constantly assessed and strengthened
with new/revised standards operating procedures. The Companys internal Control System is
commensurate with its size, scale and complexities of its operations.
The Audit Committee of the Board of directors actively reviews the adequacy and
effectiveness of the internal control system and suggests improvements to strengthen the
same. The company has a robust Management information system, which is an integral part of
the control mechanism.
The Audit Committee of the Board of Directors, Statuary Auditors and the Business heads
are periodically apprised of the internal Audit findings and Corrective actions taken.
Audit plays a key role in providing assurance to the Board of Directors. Significant Audit
observation and corrective actions taken by the management are presented to Audit
Committee of the Board. To maintain its objectivity and independence, the internal Audit
function reports to the Chairman of the Audit Committee.
Risk Management
The risk management framework defines the risk management approach of the Company and
includes periodic review of such risks and also documentation, mitigating controls and
reporting mechanism of all risks.
During the year under review, the senior officials of the Company performs the task of
risk management to identify and evaluate elements of business risk. Consequently, a
revised robust Business Risk Management framework is in place. The risk management
framework defines the risk management approach of the Company and includes periodic review
of such risk and also documentation, mitigation control and reporting mechanism of such
Risk.
Details of Subsidiary Companies, Joint Ventures and Associate Company, and their
Financial Position
There is no subsidiary, Associate and joint venture of the company and further there
are no companies, which have become or ceased to be the subsidiary and joint venture of
the company during the year.
LISTING OF SECURITIES
The Companys Equity Shares are listed on Bombay Stock Exchange.
RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arms length basis and are in
compliance with the applicable provisions of the Act and the Listing Agreement. There are
no materially significant related party transactions made by the company with Promoters,
Directors or Key Managerial Personnel etc. which may have potential conflict with the
interest of the company at large.
All Related Party Transactions are presented to the Audit committee. Omnibus approval
is obtained for the transactions which are foreseen and repetitive in nature. A statement
of related party transactions was presented before the Audit Committee on a quarterly
basis, specifying the nature, value and terms and conditions of the transactions.
All the contracts/arrangements/transactions entered with related party for the year
under review were on Arms Length basis. Company has entered into material related party
transactions during the year under review. Further disclosure in Form AOC-2 is as attached
as Annexure E.
The policy on Related Party Transactions as approved by the Board of Directors has been
uploaded on the website of the Company (www.ramapaper.com).
POLICIES & DISCLOSURES
VIGIL MECHANISM
Your Company has established Vigil Mechanism for directors and employees to report
concerns about unethical behaviour, actual or suspected, fraud or violation of the
Companys code of conduct or ethics policy and provides safeguard against victimization of
employees who avail the mechanism. The policy permits all the directors and employees to
report their concerns directly to the Chairman of the Audit Committee of the Company.
The Vigil Mechanism/Whistle blower Policy of the company provides that protected
disclosures can be made by a whistle blower through an email to the Chairman of the audit
committee. The Whistle Blower Policy can be accessed on the Companys Website (www.ramapaper.com).
This disclosure also forms part of the Corporate Governance Report as per applicable
provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
NOMINATION AND REMUNERATION POLICY
The nomination and remuneration committee has recommended to the Board:
• A policy which lays down a framework in relation to remuneration of Directors,
Key Managerial Personnel and Senior Management of the Company. The details of this policy
are attached as Annexure F to this report and
• Further, Policy for selection criteria of Directors and Senior Management and
Criteria for determining qualifications, positive attributes and director independence is
also attached as Annexure G to this Report. The Remuneration and Nomination Policy
has also been posted on the website of the Company (www.ramapaper.com).
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act, 2013 and rules made there under, every
company having net worth of Rupees five hundred crore or more, or turnover of rupees one
thousand crore or more or a net profit of rupees five crore or more during any financial
year shall constitute a Corporate Social Responsibility Committee of the Board.
However, it is not applicable in case of your Company. Hence there is no need to form
Corporate Social Responsibility Committee and Corporate Social Responsibility Policy for
the company as per the requirement of the Companies Act, 2013.
FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS
The details of programmes for familiarization of Independent Directors with the
company, their roles and responsibilities in the company, business model of the company
and other related matter are updated on the website of the Company (www.ramapaper.com).
To familiarize the new inductees as independent director with the strategy, operations
and functions of our Company, the executive directors make presentations to the inductees
about the Companys organization structure, finance, human resources, facilities and risk
management.
POLICY FOR PRESERVATION OF DOCUMENTS
In terms of applicable provisions of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 Company have incorporated
policy for preservation of documents as specified in the Regulation.
POLICY ON MATERIALITY OF RELATED PARTY TRANSACTIONS
In terms of Regulation 23(1) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 Company have incorporated
policy to determine materiality of Related Party Transactions as specified in the
Regulation.
RISK MANAGEMENT POLICY
Enterprise Risk Management is a risk based approach to manage an enterprise,
identifying events that may affect the entity and manage risks to provide reasonable
assurance regarding achievement of entitys objective.
The risks identified by the Company broadly fall into the following categories viz.
strategic risks, operational risks, regulatory risks, financial and accounting risks,
foreign currency and other treasury related risks and information systems risks. The risk
management process consists of risk identification, risk assessment, risk prioritization,
risk treatment or mitigation, risk monitoring and documenting the new risks.
Your Board has laid down a risk management framework and policy to address the above
risks. The objective of the policy is to identify existing & emerging challenges that
may adversely affect the Company and manage risks in order to provide reasonable assurance
to the various stakeholders. In the opinion of your Board, none of the risks which have
been identified may threaten the existence of the Company.
GENERAL
Your Director states that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under
review:-
a) Details relating to deposits covered under Chapter V of the Act.
b) Issue of the equity shares with differential rights as to dividend, voting or
otherwise.
c) Issue of shares (including sweat equity shares) to directors or employees of the
Company
d) Issue of Employee Stock Option Scheme to employees of the company
e) There is no subsidiary, Associate and joint venture of the company and further there
are no companies, which have become or ceased to be the subsidiary and joint venture of
the company during the year.
f) No significant or material orders were passed by the regulators or courts or
tribunals, which impact the going concern status and Companys operations in future.
g) Purchase of or subscription for shares in the company by the employees of the
company.
h) There is no material subsidiary of company, so no policy on material subsidiary is
required to be adopted.
Your Directors further state that:-
a) The Company has zero tolerance for sexual harassment and during the year under
review, there were no complaint received and no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
b) And there is no change in the nature of business of company during the year.
Acknowledgment
Your Directors take this opportunity to place on record their appreciation for the
shareholders, bankers and other business associates for their forbearance, understanding
and support to the Company. They also wish to place on record their great appreciation of
the commitment, sense of involvement and dedication exhibited by each staff member in the
overall development, growth and prosperity of the company.
| Place: Kiratpur |
BY ORDER OF THE BOARD |
| Date: 07.09.2023 |
FOR RAAMA PAPER MILLS LIMITED |
| Sd/- |
Sd/- |
| PRAMOD AGARWAL |
SAPNA AGARWAL |
| MANAGING DIRECTOR |
DIRECTOR |
| DIN: 00038838 |
DIN: 07048876 |
+91-9892691696
