rajeshwaranand - Bombay Stock Exchange · 2014-08-25 · SHREE RAJESHWARANAND PAPER MILLS LIMITED...

rd23 ANNUAL REPORT2013-14

Shree Rajeshwaranand PaperMills Limited

[CIN: L21093GJ1991PLC057244]

53

23RD ANNUAL REPORT 2013-14

CONTENTS PAGE NO.

Notice 1

Directors' Report 9

Report on Corporate Governance 14

Management Discussion and Analysis 21

Independent Auditors' Report 22

Balance Sheet 26

Statement of Profit & Loss 27

Cash Flow Statement 28

Notes Forming Part of Financial Statement 29

SHREE RAJESHWARANAND PAPER MILLS LIMITED

RD23 ANNUAL REPORT 2013-14

BOARD OF DIRECTORS : Mr. Amrish R. Patel Chairman

Mr. Prakash R. Vora Managing Director

Mr. Udayan D. Velvan Executive Director

Mr. Ashok Kumar V. Shah Director

Mr. Ashok Gosavi Director

BANKERS : State Bank of India,MID Corporate Group Industrial Finance Branch,Vadodara – 390 007

Bank of India,Vadodara Main Branch,Vadodara – 390 001

AUDITORS : M/s. Sunderji Gosar & Co.,Chartered Accountants,Mumbai.

COST AUDITOR : M/s. V. H. Savaliya & Associates,Cost Accountants,Ahmedabad.

COMPANY LAW CONSULTANTS : M/s. Kashyap R. Mehta & Associates,Company Secretaries,Ahmedabad.

REGISTERED OFFICE & : Village: Govali,FACTORY Bharuch – Jhagadia Road,

Tal: JhagadiaDist: BharuchGujarat – 392 022

REGISTRAR & : M/s. Sharex Dynamic (India) Pvt. Ltd.SHARE TRANSFER AGENTS Unit-1, Luthra Industrial Premises,

Andheri Kurla Road, Safed Pool, Andheri (E),Mumbai - 400 072.

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NOTICERDNOTICE is hereby given that the 23 ANNUAL GENERAL MEETING of the Members of SHREE

RAJESHWARANAND PAPER MILLS LIMITED will be held as scheduled below:

Date : th20 September, 2014

Day : Saturday

Time : 1.00 p.m.

Place : At the Registered Office of the Company at:Village: Govali, Bharuch – Jhagadia Road,Tal: Jhagadia, Dist: BharuchGujarat – 392 022

to transact the following business:

ORDINARY BUSINESS:

1. stTo receive and adopt Audited Statement of Profit and Loss for the year ended 31 March, 2014 and theBalance Sheet as on that date along with Directors’ Report thereon.

2. To appoint a Director in place of Mr. Udayan D. Velvan (DIN –01876652), who retires by rotation and,being eligible, offers himself for re appointment.

3. To appoint Auditors to hold office from the conclusion of this Annual General Meeting till the conclusionof the next Annual General Meeting.

SPECIAL BUSINESS:

4. To consider and, if thought fit, to pass with or without modification, the following Resolution as anOrdinary Resolution:

“RESOLVED THAT pursuant to provisions of Sections 149, 150 and 152 read with Schedule IV of theCompanies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014(including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause49 of the Listing Agreement, Mr. Ashok Gosavi (DIN –06766418), an Independent Director of theCompany, who was appointed as an Additional Director pursuant to provisions of Section 260 of theCompanies Act, 1956 as amended from time to time and in accordance with the Articles of Associationof the Company and whose term of office expires at this Annual General Meeting and in respect ofwhom the Company has received a notice in writing under Section 160 of the Companies Act, 2013from a member proposing his candidature for the office of the Director, be and is hereby appointed asan Independent Director of the Company to hold office for a period of 5 (five) consecutive years for a

rd thterm from the conclusion of this 23 Annual General Meeting upto the conclusion of the 28 AnnualGeneral Meeting to be held in the calendar year 2019.”


“RESOLVED THAT pursuant to provisions of Sections 149, 150 and 152 read with Schedule IV of theCompanies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014(including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause49 of the Listing Agreement, Mr. Amrish R. Patel (DIN – 00214477), an Independent Director of theCompany, who is appointed as a Director liable to retire by rotation and in respect of whom theCompany has received a notice in writing under Section 160 of the Companies Act, 2013 from amember proposing his candidature for the office of the Director, be and is hereby appointed as anIndependent Director of the Company to hold office for a period of 5 (five) consecutive years for a term

rd thfrom the conclusion of this 23 Annual General Meeting upto the conclusion of the 28 Annual GeneralMeeting to be held in the calendar year 2019.”


“RESOLVED THAT pursuant to provisions of Sections 149, 150 and 152 read with Schedule IV of theCompanies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014

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Gujarat Craft Industries Ltd.Shree Rajeshwaranand Paper Mills Limited

(including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause49 of the Listing Agreement, Mr. Ashok Kumar V. Shah (DIN – 00861424), an Independent Director ofthe Company, who is appointed as a Director liable to retire by rotation and in respect of whom theCompany has received a notice in writing under Section 160 of the Companies Act, 2013 from amember proposing his candidature for the office of the Director, be and is hereby appointed as anIndependent Director of the Company to hold office for a period of 5 (five) consecutive years for a term

rd thfrom the conclusion of this 23 Annual General Meeting upto the conclusion of the 28 Annual GeneralMeeting to be held in the calendar year 2019.”

7. To consider and if thought fit, to pass with or without modification[s], the following resolution as aSpecial Resolution:

nd“RESOLVED THAT in supersession of the ordinary resolution passed at the 22 Annual GeneralstMeeting of the Company held on 21 September, 2013 and pursuant to provisions of section 180(1)(c)

and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder (includingany statutory modification(s) or re-enactment thereof for the time being in force), consent of the Companybe and is hereby accorded to the Board of Directors of the Company to borrow monies for the purposeof business of the Company from any Bank, Financial Institution or any person, such sum or sums ofmonies as they may deem necessary, notwithstanding the fact that the monies so borrowed and themonies borrowed from time to time apart from temporary loans obtained by the Company exceed theaggregate of the paid up capital of the Company and its free reserves i.e. reserves not set apart for anyspecific purpose, provided that the total outstanding amount of such borrowings shall not exceed ` 500Crores (Rupees Five Hundred Crores only) over and above the aggregate of the paid up capital of theCompany and its free reserves at any time.”


nd“RESOLVED THAT in supersession of the Ordinary Resolution passed at the 22 Annual GeneralstMeeting of the Company held on 21 September, 2013, the consent of the Company be and is hereby

accorded under Section 179 and Section 180(1)(a) and other applicable provisions of the CompaniesAct, 2013, to the creation by the Board of Directors on behalf of the Company of such mortgages,charges, hypothecations and floating charges in such form and such manner as may be agreed tobetween the Board of Directors and the Company’s lenders on all or any of the movable & immovableproperties of the Company both present and future of every nature and kind whatsoever and theundertaking of the Company in certain events, to secure term loans/ working capital facilities/ExternalCommercial Borrowings/ Debentures/ any other form of finance etc. not exceeding ̀ 500 Crores (RupeesFive Hundred Crores only) at any one point of time from Financial Institutions/Banks and other agencies/parties/person with interest thereon, commitment charges, liquidated damages, charges, expensesand other monies, such mortgages and/or charges already created or to be created in future by theCompany in such manner as may be thought expedient by the Board of Directors.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized tofinalize the documents for creating the aforesaid mortgages and/or charges and to do all such acts,things and matters as may be necessary for giving effect to the above resolution.”


“RESOLVED THAT approval of members be and is hereby accorded pursuant to Section 188(1)(f) andother applicable provisions, if any of the Companies Act, 2013 and also subject to Rule 15(3)(i) ofCompanies (Meetings of Board) Rules, 2014, (as recommended by Nomination and RemunerationCommittee) to the appointment of Mr. Shripal P. Vora (relative of Director Mr. Prakash R. Vora) asGeneral Meeting (Tools Division) and to hold an office of profit under the Company, with effect from 1stJune, 2014 at a monthly remuneration up to ` 75,000/- and on other terms and conditions.”

Registered Office: By Order of the Board,Village: Govali,Bharuch – Jhagadia Road,Tal: Jhagadia, Dist: BharuchGujarat – 392 022 Prakash R. VoraDate: th29 July, 2014. Managing Director

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NOTES:1. The Explanatory Statement, pursuant to provisions of section 102 of the Companies Act, 2013 and rules

made thereunder, in respect of the business under Item Nos. 4 to 9 of the Notice is annexed hereto.2. th thThe Register of Members and Share Transfer Books will remain closed from 5 September, 2014 to 20

September, 2014 (both days inclusive) for the purpose of Annual General Meeting.3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR

MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF, ON A POLL ONLY AND SUCHPROXY NEED NOT BE A MEMBER OF THE COMPANY. A PERSON CAN ACT AS PROXY ON BEHALFOF MEMBERS NOT EXCEEDING 50 (FIFTY) AND HOLDING IN THE AGGREGATE NOT MORE THANTEN PER CENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY.The instrument of Proxy in order to be effective, should be deposited at the Registered Office of theCompany, duly completed and signed, not less than 48 hours before the commencement of the meeting.A Proxy form is sent herewith. Proxy form submitted on behalf of the Companies, Societies, etc. must besupported by an appropriate resolution / authority, as applicable.

4. Brief resume of Directors including those proposed to be appointed / re-appointed, nature of theirexpertise in specific functional areas, names of companies in which they hold directorships andmemberships / chairmanships of Board Committees, shareholding and relationships between directorsinter-se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are providedin the Corporate Governance Report forming part of the Annual Report. The Directors have furnishedthe requisite declarations for their appointment / re-appointment.

5. The Securities and Exchange Board of India (SEBI) has mandated the submission of PermanentAccount Number (PAN) by every participant in securities market. Members holding shares in electronicform are, therefore, requested to submit the PAN to their DPs with whom they are maintaining theirdemat accounts and members holding shares in physical form to the Company / RTA.

6. The members are requested to intimate to the Company, queries, if any, at least 10 days before the dateof the meeting to enable the management to keep the required information available at the meeting.

7. Pursuant to Section 72 of the Companies Act, 2013, shareholders holding shares in physical form mayfile nomination in the prescribed Form SH-13 and for cancellation / variation in nomination in theprescribed Form SH-14 with the Company’s Registrar and Transfer Agent. In respect of shares held inelectronic / demat form, the nomination form may be filed with the respective Depository Participant.

8. The members are requested to bring duly filled attendance slip alongwith their copy of Annual Reportat the Meeting.

9. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open forinspection at the Registered Office of the Company during normal business hours on all working daysbetween 11.00 A.M. and 1.00 P.M. except Sundays, up to and including the date of the Annual GeneralMeeting of the Company.

10. VOTING THROUGH ELECTRONIC MEANS:A. In accordance with provisions of Section 108 of the Companies Act, 2013 read with the Companies

rd(Management and Administration) Rules, 2014 the business proposed for the ensuing 23 AnnualGeneral Meeting, may be transacted through electronic voting system and the Company is providingfacility for voting by electronic means (“e-voting”) to its members.

B. The Company has engaged the services of National Securities Depository Limited (“NSDL”) toprovide e-voting facilities and for security and enabling the members to cast their vote in a securemanner.

C. It may be noted that this e-voting facility is optional. The e-voting facility will be available at the linkhttps://www.evoting.nsdl.com during the following voting period.

thCommencement of e-voting: From Saturday, the 13 September, 2014 at 10.00 a.m. (IST)thEnd of e-voting: Monday, the 15 September, 2014 at 06.00 p.m. (IST)

thE-voting shall not be allowed beyond 6.00 p.m. (IST) of 15 September, 2014. During the e-votingperiod, Shareholders of the Company, holding shares either in physical form or in dematerializedform, as on the cut off date may cast their vote electronically. The cut off date for the limited purpose

thof e-voting is 8 August, 2014.D. The login ID and password for e-voting along with process, manner and instructions for e-voting is

being sent to the members who have not registered their e-mail IDs with the Company along withphysical copy of the notice.

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E. Those members who have registered their e-mail IDs with the Company / their respective DepositoryParticipants are being forwarded the login ID and password for e-voting along with process,manner and instructions by e-mail.

F. The Company has, in compliance with Rule 20 of the (Management and Administration) Rules,2014, appointed Mr. Kashyap R. Mehta, Proprietor, M/s. Kashyap R. Mehta & Associates,Company Secretaries, Ahmedabad as Scrutinizer (as consented by them to be appointed asscrutinizer) for conducting the electronic Process in a fair and transparent manner.

G. Electronic voting, processes, terms and conditions of Voting and general guidelines for shareholdersparticipating through e-voting:Shareholders may also refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the Downloads Section of www.evoting.nsdl.comin addition to the following information.

a. E-voting schedule for shareholders:

1. Business may be transacted by All Resolutions mentioned in the notice mayelectronic voting; be transacted by means of electronic voting

within the time specified below.

2. The date of completion of sending of The notice dispatch will be completed 25 daysnotices prior to the date of Annual General Meeting.

3. The date and time of commencement of thSaturday, the 13 September, 2014 at 10.00voting through electronic means; a.m. (IST)

4. The date and time of end of voting thMonday, the 15 September, 2014 at 6.00 p.m.through electronic means; (IST)

5. No voting after closing date & time of E-Voting shall not be allowed beyond 6.00electronic voting thp.m. (IST) on 15 September, 2014

6. Website address on which the notice is www.evoting.nsdl.comdisplayed

7. Contact details of the Company and Company: – Shree Rajeshwaranand PaperShare Registrar & Transfer Agents of the Mills LimitedCompany, responsible to address the Email: [email protected] connected with the electronic Share Registrar –voting; M/s. Sharex Dynamic (India) Private Limited

Email: :- [email protected] No.: (022) 2851 5606 / 2851 5644Fax.: (022) 2851 2885

b. The Company has tied up with NSDL for e-voting on resolutions and accordingly, the NSDLand our Share Registrar– Sharex Dynamic (India) Private Limited shall arrange for providingthe information on shareholders login ID and create a facility for generating password and forkeeping security and casting of vote in a secure manner;

c. In case of any queries or issues regarding e-voting, shareholder may refer the frequently askedquestions (FAQs) for Shareholders and e-voting user manual for shareholders available at theDownloads section of www.evoting.nsdl.com or write email to [email protected].

d. If shareholder has already registered with NSDL for e-voting, then shareholder can use his/herexisting user ID and password/PIN for casting his/her vote.

e. A member may exercise his right to vote at any general meeting by electronic means inaccordance with the provisions of these rules.

f. The Resolution(s) and the Explanatory Statement(s) setting out the material facts and thereasons thereof are given hereunder for your consideration and necessary action.

g. If a Shareholder has voted through e-voting facility, he is not allowed to vote in person at theensuing general meeting of the company. If a Shareholder votes through e-voting facility andalso votes at the meeting, the votes cast through e-voting shall only be considered.

h. In case of Members who are entitled to vote but have not exercised their right to vote by electronicmeans, the Chairman of the Company may order a poll on his own motion in terms of Section 109of the Companies Act, 2013 for the businesses specified in the accompanying Notice. For abundant

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clarity, in the event of poll, please note that the Members who have exercised their right to vote byelectronic means shall not be eligible to vote by way of poll at the Meeting.

i. The further instructions on e-voting are as under:(i) rdThe Notice of the 23 AGM of the Company inter alia indicating the process and manner of

e-voting process along with printed Attendance Slip, Ballot form and Proxy Form is beingdispatched to all the Members. Initial password is provided as below in the cover letter atthe end of the attendance slip.

EVEN (E Voting Event Number) USER ID PASSWORD/PIN

(ii) NSDL shall also be sending the User-ID and Password to those members whoseshareholding is in the dematerialized format and whose email addresses is registered withthe Company/Depository Participants(s). For members who have not registered their emailaddress, can use the details as provided above.

(iii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com

(iv) Click on Shareholder – Login

(v) Put user ID and password as initial password noted in step (i) above. Click Login.

(vi) Password change menu appears. Change the password with new password of your choicewith minimum 8 digits/ characters or combination thereof. Note new password. It is stronglyrecommended not to share your password with any other person and take utmost care tokeep your password confidential.

(vii) Home page of e-voting opens. Click on e-Voting: Active Voting Cycles.

(viii)Select “EVEN” of Shree Rajeshwaranand Paper Mills Limited

(ix) Now you are ready for e-Voting as Cast Vote page opens

(x) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm”when prompted.

(xi) Upon confirmation, the message “Vote cast successfully” will be displayed

(xii) Once you have voted on the resolution, you will not be allowed to modify your vote

(xiii)Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to sendscanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc.together with attested specimen signature of the duly authorized signatory (ies) who areauthorized to vote, to the Scrutinizer through e-mail- [email protected], with acopy marked to [email protected].

j. If you are already registered with NSDL for e-voting then you can use your existing user ID andpassword for casting your vote.

k. During the e-voting period shareholders of the Company, holding shares either in physicalthform or in dematerialized form, as on the cut-off date of 8 August, 2014, may cast their vote

electronically. Please note that the e-voting module shall be disabled by NSDL for voting afterthe closing time and date of e voting. Once the vote on a resolution is cast by the shareholder,the shareholder shall not be allowed to change it subsequently.

l. The voting rights of Shareholders shall be in proportion to their shares of the paid up equityshare capital of the Company.

m. Shareholders of the Company, holding shares in any form viz. physical form or demat, as onthe cut-off date and not casting their vote electronically, may only cast their vote at the AnnualGeneral Meeting.

n. The Scrutinizer shall within a period of not exceeding three (3) working days from the conclusionof the e-Voting period unlock the votes in the presence of atleast two (2) witnesses not in theemployment of the Company and make a Scrutinizer’s Report of the votes cast in favour oragainst, if any, forthwith to the Chairman of the Company.

o. The results of the voting (e-voting and physical voting) will be announced within 48 hours of therd thconclusion of 23 Annual General Meeting to be held on 20 September, 2014.

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Gujarat Craft Industries Ltd.Shree Rajeshwaranand Paper Mills LimitedANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 INRDRESPECT OF SPECIAL BUSINESSES MENTIONED IN THE NOTICE OF 23 ANNUAL GENERAL

MEETING DATED TH29 JULY, 2014.In conformity with the provisions of Section 102 of the Companies Act, 2013, following Explanatory Statementsets out all material facts relating to the Special Business mentioned at Item Nos. 4 to 9 of the accompanying

thnotice dated 29 July, 2014 and should be taken as forming part of the notice.In respect of Item No. 4:Pursuant to provisions of section 260 of the Companies Act, 1956 and pursuant to the Articles of Associationof the Company, the Board of Directors of the Company appointed Mr. Ashok Gosavi as an Additional Director

stwith effect from 1 January, 2014. Mr. Ashok Gosavi is an Independent Director on the Board of the Company.Pursuant to provisions of Section 260 of the Companies Act, 1956, Mr. Ashok Gosavi holds office only uptothe date of this Annual General Meeting of the Company. A notice has been received from a member alongwith deposit of requisite amount under Section 160 of the Companies Act, 2013 (herein after referred to asAct) proposing Mr. Ashok Gosavi as a candidate for the office of the Director of the Company.Mr. Ashok Gosavi is not disqualified from being appointed as Director in terms of section 164 of the Act andhas given his consent to act as Director. Section 149 of the Act, inter alia, stipulates the criteria ofindependence should a Company propose to appoint an Independent Director on its Board. As per theprovisions of the said section, an Independent Director can hold office for a term up to five consecutiveyears on the Board of a Company and he shall not be included in determining the total number of Directorsliable to retire by rotation.The Company has received a declaration from Mr. Ashok Gosavi that he meets with criteria of independenceas prescribed both under section 149(6) of the Act and clause 49 of the Listing Agreement.Mr. Ashok Gosavi possesses appropriate skills, experience and knowledge in the field of Technology andProject Development. Brief resume of Mr. Ashok Gosavi, nature of his expertise in specific functional areasand names of the Companies in which he holds directorships and memberships / chairperson of the Board/Committees, shareholding and relationship between Directors inter se, as stipulated under clause 49 of theListing Agreement with the Stock Exchanges, are provided in the Corporate Governance Report formingpart of the Annual Report.In the opinion of the Board, Mr. Ashok Gosavi fulfills the conditions specified in the Act and rules madethereunder for his appointment as an Independent Director of the Company.Keeping in view of his vast experience and knowledge, the Board considers that his association would beof immense benefit to the Company and it is desirable to continue to avail the services of Mr. Ashok Gosavias an Independent Director.Save and except Mr. Ashok Gosavi, none of the Directors and Key Managerial Personnel of the Companyand their relatives is concerned or interested, financially or otherwise, in the resolution set out at item No. 4.This explanatory statement may also be regarded as a disclosure under clause 49 of the Listing Agreementwith the Stock Exchanges.In respect of Item No. 5:Mr. Amrish R. Patel is an Independent Director on the Board of the Company. He was appointed on the

stBoard at its meeting held on 1 January, 2008.Mr. Amrish R. Patel was appointed as a Director liable to retire by rotation. In terms of section 149 and otherapplicable provisions of the Companies Act, 2013 (hereinafter referred to as the Act), which are madeapplicable from April 1, 2014, Mr. Amrish R. Patel being eligible and offering himself for appointment, isproposed to be appointed as an Independent Director for five consecutive years for a term up to the

thconclusion of the 28 Annual General Meeting in the calendar year 2019. A notice has been received froma member along with deposit of requisite amount under section 160 of the Act proposing Mr. Amrish R. Patelas a candidate for the office of Director of the Company.Mr. Amrish R. Patel is not disqualified from being appointed as Director in terms of section 164 of the Act andhas given his consent to act as Director. Section 149 of the Act, inter alia, stipulates the criteria ofindependence should a Company propose to appoint an Independent Director on its Board. As per theprovisions of the said section, an Independent Director can hold office for a term up to five consecutiveyears on the Board of a Company and he shall not be included in determining the total number of Directorsliable to retire by rotation.The Company has received a declaration from Mr. Amrish R. Patel that he meets with criteria of independenceas prescribed both under section 149(6) of the Act and clause 49 of the Listing Agreement. Mr. Amrish R.

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Patel possesses appropriate skills and experience in the field of Management, Accounts and Finance. Briefresume of Mr. Amrish R. Patel, nature of his expertise in specific functional areas and names of the Companiesin which he holds directorships and memberships / chairmanships of the Board/Committees, shareholdingand relationship between Directors inter se, as stipulated under clause 49 of the Listing Agreement with theStock Exchanges, are provided in the Corporate Governance Report forming part of the Annual Report.In the opinion of the Board, Mr. Amrish R. Patel fulfills the conditions specified in the Act and rules madethereunder for his appointment as an Independent Director of the Company.Keeping in view of his vast experience and knowledge, the Board considers that his continued associationwould be of immense benefit to the Company and it is desirable to continue to avail services of Mr. AmrishR. Patel as an Independent Director.Save and except Mr. Amrish R. Patel, none of the Directors and Key Managerial Personnel of the Companyand their relatives is concerned or interested, financially or otherwise, in the resolution set out at item No. 5.This explanatory statement may also be regarded as a disclosure under clause 49 of the Listing Agreementwith the Stock Exchanges.In respect of Item No. 6:Mr. Ashok Kumar V. Shah is an Independent Director on the Board of the Company. He was appointed on

stthe Board at its meeting held on 1 October, 2010.Mr. Ashok Kumar V. Shah was appointed as a Director liable to retire by rotation. In terms of section 149 andother applicable provisions of the Companies Act, 2013 (hereinafter referred to as the Act), which are madeapplicable from April 1, 2014, Mr. Ashok Kumar V. Shah being eligible and offering himself for appointment,is proposed to be appointed as an Independent Director for five consecutive years for a term up to the

thconclusion of the 28 Annual General Meeting in the calendar year 2019. A notice has been received froma member along with deposit of requisite amount under section 160 of the Act proposing Mr. Ashok KumarV. Shah as a candidate for the office of Director of the Company.Mr. Ashok Kumar V. Shah is not disqualified from being appointed as Director in terms of section 164 of theAct and has given his consent to act as Director. Section 149 of the Act, inter alia, stipulates the criteria ofindependence should a Company propose to appoint an Independent Director on its Board. As per theprovisions of the said section, an Independent Director can hold office for a term up to five consecutiveyears on the Board of a Company and he shall not be included in determining the total number of Directorsliable to retire by rotation.The Company has received a declaration from Mr. Ashok Kumar V. Shah that he meets with criteria ofindependence as prescribed both under section 149(6) of the Act and clause 49 of the Listing Agreement.Mr. Ashok Kumar V. Shah possesses appropriate skills and experience in the field of Taxation and Finance.Brief resume of Mr. Ashok Kumar V. Shah, nature of his expertise in specific functional areas and names ofthe Companies in which he holds directorships and memberships / chairmanships of the Board/Committees,shareholding and relationship between Directors inter se, as stipulated under clause 49 of the ListingAgreement with the Stock Exchanges, are provided in the Corporate Governance Report forming part of theAnnual Report.In the opinion of the Board, Mr. Ashok Kumar V. Shah fulfills the conditions specified in the Act and rulesmade thereunder for his appointment as an Independent Director of the Company.Keeping in view of his vast experience and knowledge, the Board considers that his continued associationwould be of immense benefit to the Company and it is desirable to continue to avail services of Mr. AshokKumar V. Shah as an Independent Director.Save and except Mr. Ashok Kumar V. Shah, none of the Directors and Key Managerial Personnel of theCompany and their relatives is concerned or interested, financially or otherwise, in the resolution set out atitem No. 6.This explanatory statement may also be regarded as a disclosure under clause 49 of the Listing Agreementwith the Stock Exchanges.In respect of Item No. 7:

nd stThe members of the Company at 22 Annual General Meeting held on 21 September, 2013 approved byway of an Ordinary Resolution under section 293(1)(d) of the Companies Act, 1956 for borrowing over andabove the aggregate of the paid-up share capital and free reserves of the Company provided that the totalamount of such borrowings together with the amount already borrowed and outstanding at any point of timeshall not be in excess of ` 100 Crores (Rupees One Hundred Crores only), of aggregate of the paid-upshare capital and free reserves of the Company.

thSection 180(1)(c) of the Companies Act, 2013 effective from 12 September, 2013 requires that the Board

8

Gujarat Craft Industries Ltd.Shree Rajeshwaranand Paper Mills Limitedof Directors shall not borrow money in excess of the Company’s paid-up share capital and free reserves,apart from temporary loans obtained from the Company’s Bankers, etc. in the ordinary course of business,except with the approval of the Company accorded by a Special Resolution.The Company borrows funds from the Banks and Financial Institutions for its business and considering thegrowth of the business, the Board is of the opinion that the Company may require to borrow additional fundsfor both organic and inorganic growth. In view of the requirements of the increased borrowings and tocomply with the requirements of section 180(1)(c) or other applicable provisions of the Companies Act,2013, the members of the Company shall pass a Special Resolution as set out at item No. 7 of the Notice,to enable the Board of Directors to borrow in excess of the aggregate of the paid-up share capital and freereserves of the Company. Approval of the members is being sought to borrow the money up to ` 500 Crores(Rupees Five Hundred Crores only) in excess of the aggregate of the paid-up share capital and freereserves of the Company.The above proposals are in the interest of the Company and the Directors recommend the Resolution Nos.4 to 9 (both inclusive) of this Notice for consent and approval by the Members.None of the Directors or Key Managerial Personnel of the Company and their relatives is concerned orinterested, financially or otherwise, in the resolution set out in the item No. 7.In respect of Item No. 8:

thSection 180(1)(a) of the Companies Act, 2013 effective from 12 September, 2013 requires that the Boardof Directors shall not sell, lease or otherwise dispose of the whole or substantially whole of the undertakingof the company. In view of the resolution relating to borrowing powers stated in Item No. 8, the Companymay have to create further charges/mortgages in favour of the lenders. Therefore, a resolution enabling theDirectors to create charges/mortgages on the movable/immovable properties of the Company to the extentof ` 500 crores at any point of time is proposed.Since the invocation of security / mortgage by the lender may be regarded as a disposal of the undertaking bythe Company in favour of the Institutions / Banks, it is necessary for the members to pass a special resolutionunder Section 180(1)(a) of the Companies Act, 2013 before creation of the said charges / mortgages.It is, therefore, necessary for the members to pass a Special Resolution under Section 180(1)(a) and otherapplicable provisions of the Companies Act, 2013, as set out at Item No.8 of this Notice, to enable to theBoard of Directors to create charges/mortgages to secure the borrowings as mentioned in Item No. 8.None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned orinterested, financial or otherwise, in the resolution set out at Item No. 8.In respect of Item No. 9:The Company is in very advanced stage of commencing the project of Tools (Abrasives) for which necessaryfinancial assistance has already been sanctioned by Bank of India.The Board felt that it is in the interest of the Company to appoint Mr. Shripal P. Vora (relative of Director Mr.Prakash R. Vora) as General Manager (Tools Division) who has long experience in Tools Industry atmonthly Remuneration of ` 75,000/- and accordingly the Board of Directors, in their meeting held on 28thMay, 2014, on the recommendation of Nomination and Remuneration Committee appointed him as GeneralMeeting (Tools Division) to be in charge of Tools Division of Company.The Board of Directors have power to appoint relative of Director to any office or Place of Profit in theCompany under section 188 (1)(f) of the Companies Act, 2013. As per Rule 15(3)(i) of Companies (MeetingsofBoard) Rules, 2014 the approval of Members by way of special resolution is necessary if the paid up sharecapital of the Company exceeds ` 10 Crores.It is, therefore, recommended to pass a Special Resolution under Section 188 and other applicable provisionsof the Companies Act, 2013, as set out at Item No. 9 of this Notice.Mr. Shripal P. Vora is relative of Director Mr. Prakash R. Voraand thus Mr. Prakash R. Vora may be treatedas concerned or interested in the resolution. None of the other Directors and Key Managerial Personnel ofthe Company and their relatives is concerned or interested, financial or otherwise, in the resolution set outat Item No. 9.The above proposals are in the interest of the Company and the Directors recommend the Resolution Nos.4 to 9 (both inclusive) of this Notice for consent and approval by the Members.

Registered Office: By Order of the Board,Village: Govali,Bharuch – Jhagadia Road,Tal: Jhagadia, Dist: BharuchGujarat – 392 022 Prakash R. VoraDate: th29 July, 2014. Managing Director

9


DIRECTORS' REPORT

Dear Shareholders,

RDThe Directors present the 23 ANNUAL REPORT together with the Audited Statement of Accounts for thestFinancial Year 2013-14 ended 31 March, 2014.

1. FINANCIAL RESULTS:(` in lacs)

Particulars 2013-14 2012-13

Profit before Interest and Depreciation 1094.51 839.40Less: Interest 514.26 354.26Profit before Depreciation 580.25 485.14Less: Depreciation 308.05 261.50Profit before Tax 272.20 223.64Less: Provision for Taxation 54.46 73.90Less: MAT (Credit) Entitlement (30.28) (12.94)Less : Prior period adjustments 8.52 6.41Less: Deferred Tax Liability 65.28 12.01Net Profit 174.22 144.26Add: Balance Brought Forward 732.87 588.60Balance carried to Balance Sheet 907.09 732.87

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Boardof Directors has not recommend any dividend on the Equity Shares for the year under review.

3. REVIEW OF OPERATIONS:

The Company achieved production of 26710 M.T. of Newsprint/Writing and Printing paper during theyear under review compared to 23301 M.T. during 2012-13. The Company achieved sales of 26330M.T. during the year under review compared to 22576 M.T. during 2012-13. The Company had to shutdown its production facilities for 25 days for substantial expansion in the second phase which it hadundertaken to be completed over a period of three years in five phases.

The Company has earned Profit before Interest and Depreciation of ` 1094.51 Lacs during the yearunder review compared to ` 839.40 Lacs during 2012-13. The above results have been achieved byimproving product quality resulting in increased realization and efficiently running the plant resultingin lesser consumption of raw materials.

After providing for Depreciation, Prior period adjustments and Taxation, the Net Profit for the yearunder review stood ` 174.22 Lacs compared to ` 144.26 Lacs during 2012-13.

4. CAPACITY EXPANSION AND CAPITAL EXPENDITURE:

4.1 NEWS PRINT DIVISION:

The Company has spent substantial amount during the year under review for increasing theinstalled capacity to 100 M.T. per day as well as for providing facilities for better quality ofproduction.

During this second phase of expansion, the Company has installed various machineries whichwill increase the production with improvement in quality of the product. The Company has alsoinstalled various other balancing equipments to increase the production.

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4.2 TOOLS DIVISION:

The Company had planned to diversify into Abrasive Tools Manufacturing activity and for thispurpose the Company had incurred capital expenditure which is now converted in to Fixedassets of the Company. Some plant and machineries have already arrived at site and rest of themachineries shall be procured in 2014-15. The diversification is partly funded from Company’sinternal accruals and partly from the Financial Assistance from the Bankers of the Company. Thenecessary arrangements have also been made with the Bankers of the Company for WorkingCapital Finance.

5. FUTURE PLANS:

As informed earlier, the installed capacity to manufacture Newsprint/Writing & Printing Paper isincreased to 100 M.T. per day. The Management is planning to increase the installed capacity in aphased manner and to further modernise the plant for saving of various energies such as power,steam etc.

The expansion will be funded out of internal accruals and term loans from Banks and FinancialInstitution. The Company will be able to undertake good quality of Writing and Printing paper inaddition to Newsprint with this substantial expansion production.

6. DIRECTORS:

6.1 One of your Directors viz. Mr. Udayan D. Velvan retires by rotation in terms of the Articles ofAssociation of the Company. However, being eligible offers himself for reappointment.

st6.2 One of your Directors, Mr. Vishrut K. Vora resigned from the office of the Director w.e.f. 1 January,st2014. Mr. Ashok Gosavi was appointed as Independent Director w.e.f. 1 January, 2014.

6.3 Mr. Ashok Gosavi, Mr. Amrish R. Patel and Mr. Ashok Kumar V. Shah, being Independent Directors,are being appointed for a term of 5 years as per provisions of the Companies Act, 2013.

7. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors’Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent, so as to give a true and fair

stview of the state of affairs of the Company at 31 March, 2014 being end of the financial year2013-14 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 1956 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

8. LISTING :

The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment ofAnnual Listing Fees. The Company has paid Listing fees upto the year 2014-15.

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9. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDLand CDSL. The ISIN No. allotted is INE617D01017.

10. PERSONNEL AND H. R. D.:

The industrial relations continued to remain cordial and peaceful and your Company continued to giveever increasing importance to training at all levels and other aspects of H. R. D.

11. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report andReport on Corporate Governance form part of this Annual Report. A certificate regarding compliancewith the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is alsoappended to the Annual Report.

12. GENERAL:

12.1 INSURANCE:

The Company’s properties including building, plant and machinery, stocks, stores etc. continueto be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages,machinery breakdown etc.

12.2 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure ofinformation under Section 217(2-A) of the Companies Act, 1956, read with the Companies(Particulars of Employees) Rules, 1975.

12.3 DEPOSITS:

At the end of the Financial Year there were no overdue deposits.

12.4 OFFICE OR PLACE OF PROFIT:

The Board of Directors appointed Mr. Shripal P. Vora (relative of Director Mr. Prakash R. Vora) asGeneral Manager (Tools Division) to hold an office of profit under the Company, with effect from1st June, 2014 subject to necessary approval of members.

13. AUDITORS:

The present Auditors of the Company M/s. Sunderji Gosar & Co., Chartered Accountants, Mumbai willrdretire at the ensuing 23 Annual General Meeting. The Company has obtained from them the written

Certificate to the effect that their reappointment as Auditors of the Company for the Financial Year2014-15, if made, will be in accordance with in the provisions of Section 139 and 141 of the CompaniesAct, 2013.

The remarks of auditor and notes on accounts are self explanatory.

14. AUDIT COMMITTEE:

The Board of Directors have re-constituted Audit Committee consisting of the following:

1. Mr. Amrish R. Patel Chairman

2. Mr. Ashok Kumar V. Shah Member

3. Mr. Ashok Gosavi Member


15. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors have re-constituted Nomination and Remuneration Committee consisting ofthe following:

1. Mr. Amrish R. Patel Chairman

2. Mr. Ashok Kumar V. Shah Member

3. Mr. Ashok Gosavi Member

16. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Board of Directors have constituted Stakeholders’ Relationship Committee consisting of thefollowing:

1. Mr. Ashok Kumar V. Shah Chairman

2. Mr. Prakash R. Vora Member

17. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THEREPORT OF THE BOARD OF DIRECTORS) RULES, 1988 REGARDING CONSERVATION OFENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

12

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of theBoard of Directors) Rules, 1988, relating to the conservation of Energy and Technology Absorptionforms part of this report and is given by way of Annexure.

18. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors andSenior Management. All the Board Members and Senior Management personnel have affirmedcompliance with the code of conduct.

19. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders, Suppliersand Customers for their constant support and co operation.

Your Directors also place on record their gratitude to the Bankers of the Company and GovernmentDepartments for their confidence reposed in the Company.

For and on behalf of the Board,

Place : Jhagadia Amrish R. PatelthDate : 29 July, 2014 Chairman

13


ANNEXURE - I

FORM - A

Disclosure of particulars with respect to Conservation of Energy:

2013-14 2012-13

(A) Power and fuel Consumption

1. Electricity

(a) Purchased Unit 15375210 12838344

Total Amount (`) 820.27 723.35

Rate/Unit ` 5.33 5.63

(b) Own generation N.A. N.A.

Through Diesel Generator N.A. N.A.

Unit

Total Liters N.A. N.A.

Unit per Liter of Diesel Oil

Cost/Unit `

2. Furnace Oil/ LDO/ LSHS N.A. N.A.

3. Coal / Lignite

Quantity in tonnes 2531.010 13720.05

Total Cost (` in lacs) 537.07 384.63

Average Rate ` per KG. 2.12 2.80

(B) Consumption per Unit of Production

Newsprint/Writing & Printing Paper

Production (M.T) 26710.185 23300.96

Electricity (Unit) 575.63 550.98

Coal/Lignite (Qty in KG) 947.58 588.82

L.D.O. (Ltr) N.A. N.A.

Diesel (Ltr) N.A. N.A.

B. TECHNOLOGY ABSORPTION :

1. No research & development is carried out by the company.

2. No new technology is adopted or innovated.

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

1. Total Foreign Exchange used (` in lacs) 133.10 129.93

2. Total Foreign exchange earnings NIL NIL



14


INTRODUCTION:Corporate Governance is important to build confidence and trust which leads to strong and stable partnershipwith the Investors and all other Stakeholders. The detailed Report on implementation of CorporateGovernance Code as incorporated in Clause 49 of the Listing Agreement with the Stock Exchange/s is setout below:

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

The Company’s philosophy on Corporate Governance lays strong emphasis on transparency,accountability and ability. The Company has implemented the mandatory requirements of the ‘Codeof Governance’ as mentioned in Clause 49 of the Listing Agreement. The Compliance Report of theCompany vis-à-vis the Stock Exchange Listing Agreement is presented below.

2. BOARD OF DIRECTORS:

a) Composition and Category of Directors as on the date of the Report:

Name of Directors Category of No. of Committee No. of AttendanceDirectorship other (1) Membership/ Board at the AGM

Director st(2) Chairmanship in Meetings held on 21ships@ other companies attended Sept., 2013

Yes(Y)/No(N)

Prakash R. Vora Executive - - 10 YManaging Director

Udayan D. Velvan Executive 1 Prism Finance Ltd 10 Y

Amrish R. Patel Independent - - 10 YChairman

Ashok Kumar V. Independent - - 10 YShah

Ashok Gosavi** Independent - - 2 N

Vishrut K. Vora* Independent - - 7 N

@ Private Companies Excludedst* Resigned from the post of Director w.e.f. 1 January, 2014

REPORT ON CORPORATE GOVERNANCE

st** Appointed as Director w.e.f. 1 January, 2014

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b) Details of the Directors seeking Appointment/Reappointment in forthcoming Annual GeneralMeeting:

Name of Directors Mr. Ashok Gosavi Mr. Ashok Kumar Mr. Amrish R. Patel Mr. Udayan D.V. Shah Velvan

Date of Birth 30-05-1958 21-11-1960 09-05-1956 31-07-1957

Date of Appointment 01-01-2014 01-10-2010 01-01-2008 01-01-2008

Qualifications Electrical and B. Com, C.A., B. Com, L.L.B. B. ComMechanical Engineering C.S., DISA

Expertise in specific Technology and Taxation, Finance Management, Management andfunctional areas Project Development & Management Accounts and Finance Administration

List of Public Limited - - - Prism FinanceCompanies in which LimitedDirectorships held

List of Private Limited - - Kalika Buildcon VK PlastlamCompanies in which Private Limited, Private LimitedDirectorships held Calica Constructions

Private Limited,Calica Eco-SpacesPrivate Limited,Calica BuildwellPrivate Limited

Chairman/Member of the Audit Committee; Audit Committee; Audit Committee; -Committees of the Board of Nomination & Nomination & Nomination &Directors of our Company Remuneration Remuneration Remuneration

Committee Committee; CommitteeStakeholders’RelationshipCommittee

Chairman/Member of the - - - Prism FinanceCommittees of Directors Limitedof other Companies

Shareholding in the NIL NIL NIL 13,79,895Company Equity Shares

c) Board Procedures:The Board of Directors meets once a quarter to review the performance and Financial Results. Adetailed Agenda File is sent to all the Directors well in time of the Board Meetings. The Chairman/Managing Director briefs the Directors at every Board Meeting, overall performance of theCompany. All major decisions/approvals are taken at the Meeting of the Board of Directors suchas policy formation, business plans, budgets, investment opportunities, Statutory Complianceetc. The meetings of the Board of Directors were held on 20-04-2013, 30-05-2013, 14-06-2013,16-07-2013, 14-08-2013, 12-11-2013, 20-11-2013, 01-01-2014, 13-02-2014 and 24-03-2014.

3. AUDIT COMMITTEE:The Audit Committee consists of the following Directors as on the date of the Report:

Name of the Directors Expertise Functions of the Committee Attendance

Amrish R. Patel All members are The functions of the Audit Majority membersNon-executive. Committee are as per and Internal

Ashok Gosavi Chairman is Company Law and Listing Auditorsindependent Director Agreement with Stock were prersent

Ashok Kumar V.Shah and all are Exchange(s), which include at the meetingindependent. approving and implementing held on:One member has the audit procedures, 30-05-2013,thorough review of financial 14-08-2014,financial and reporting system, internal 12-11-2013 &accounting control procedures and 13-02-2014.knowledge. risk management policies.

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4. NOMINATION AND REMUNERATION COMMITTEE:

The Board Committee is vested with the responsibilities to function as per SEBI Guidelines andrecommends to the Board Compensation Package for the Managing Director. It also reviews fromtime to time the overall Compensation structure and related policies with a view to attract, motivateand retain employees.

The Committee comprises the following Directors as members as on the date of the Report:1. Amrish R. Patel, Chairman - Independent2. Ashok Gosavi, Member - Independent3. Ashok kumar V. Shah, Member - Independent

Majority of the members attended the meetings held on 30-05-2013, 01-01-2014 and 13-02-2014.

Details of remuneration paid:

1. Mr. Prakash R. Vora, Managing Director & Mr. Udayan D. Velvan, Executive Director were paidRs. 26.46 lacs as managerial remuneration during the year 2013-14.

2. No Sitting Fees, Commission or Stock Option has been offered to the Directors.

5. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Board has constitutes a Stakeholders’ Relationship Committee for the purpose of effectiveRedressal of the complaints of the shareholders such as Dematerialisation, Share Transfer, Nonreceipt of Balance Sheet, Dividend Warrants etc.

Mr. Prakash R. Vora, Managing Director and Mr. Ashok Kumar V. Shah, Director are the Members ofthe Committee.

The Company has not received any complaints during the year. There was no valid request forsttransfer of shares pending as on 31 March, 2014.

Mr. Prakash R. Vora is the Compliance Officer for the above purpose.

6. GENERAL BODY MEETINGS:

Details of last three Annual General Meetings of the Company are given below:

Financial Year Date Time Venue

2010-2011 10-09-2011 1.00 p.m. Village: Govali,Bharuch – Jhagadia Road, Tal: Jhagadia,Dist: Bharuch, Gujarat – 392 022



Resolution passed through Postal Ballot:Pursuant to the provisions of Section 192A of the Companies Act, 1956, there was no matter requiredto be dealt by the Company to be passed through postal ballot. One Special Resolution has beenpassed in last 3 Annual General Meetings.

7. DISCLOSURES:

a) The Company has not entered into any transaction of material nature with the Promoters, theDirectors or the Management that may have any potential conflict with the interest of the Company.The Company has no subsidiary.

b) There has neither been any non compliance of any legal provision of applicable law, nor anypenalty, stricture imposed by the Stock Exchange/s or SEBI or any other authorities, on anymatters related to Capital Market during the last three years.

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8. MEANS OF COMMUNICATIONS:a) In compliance with the requirements of the Listing Agreement, the Company is generally regular

in intimating Unaudited/ Audited Financial Results to the Stock Exchange/s immediately afterthey are taken on record by the Board of Directors.Results are not displayed on Website and are not sent individually to the Shareholders.

st During the year ended on 31 March, 2014, no presentation was made to Institutional Investorsor analyst or any other enterprise.

b) Management Discussion and Analysis form part of the Annual Report.

9. SHAREHOLDERS’ INFORMATION:a) Registered Office : Village : Govali, Bharuch - Jhagadia Road,

Tal : Jhagadia, Dist : Bharuch,Gujarat - 392 022.

b) Annual General Meeting : Day : SaturdayDate : th20 September, 2014Time : 1.00 p.m.Venue : Village : Govali,

Bharuch - Jhagadia Road,Tal : Jhagadia, Dist : Bharuch,Gujarat - 392 022.

c) Financial Calendar :1st Quarter Results : st nd1 / 2 week - August, 2014.Half-yearly Results : st nd1 / 2 week - November, 20143rd Quarter Results : st nd1 / 2 week - February, 2015.Audited yearly Results : End-May, 2015.

d) Book Closure Dates : thFrom : Friday, the 5 September, 2014thTo : Saturday, the 20 September, 2014.

(Both days inclusive).

e) Dividend Payment Date : Not applicable.

f) Listing of Shares on : BSE Limited,Stock Exchanges Phiroze Jeejeebhoy Towers,

Dalal Street, Fort, Mumbai - 400 001.

g) Stock Exchange Code : Stock Exchange Code

BSE 516086

h) Stock Price Data : The shares of the Company were traded onBSE Limited.

The information on stock price data are as under:

Month BSE No. of

High Low Shares(`) (`) Traded

April, 2013 3.40 3.09 101May, 2013 3.74 3.40 1,389June, 2013 3.56 3.56 50July, 2013 4.30 2.91 5,051August, 2013 5.16 4.25 3,812September, 2013 - - -October, 2013 - - -November, 2013 4.04 3.14 1,050December, 2013 3.93 2.99 3,332January, 2014 5.77 3.00 3,171February, 2014 2.95 2.60 2,375March, 2014 2.95 2.63 6,300

18


i) Registrar and Share Transfer Agents. :

thIn terms of SEBI Circular No. D&CC/FITTC/CIR 15/2003 dated 27 December, 2002 read withCircular No. D&CC/FITTC/CIR 18/2003 dated 12th February, 2003, on appointment of commonagency for share registry work, the Company has appointed the below mentioned agency asRegistrars and Share Transfer Agents (RTA) for both Physical and Demat Segment of EquityShares of the Company:

M/s. Sharex Dynamic (India) Pvt. Ltd.Unit – 1, Luthra Industrial Premises,

Andheri Kurla Road,Safed Pool, Andheri (E),

Mumbai – 400 072.Tele. No. :(022) 2851 5606, 2851 5644

Fax No. :(022) 2851 2885e-mail Address:[email protected]

j) Share Transfer System :

The transfer of shares in physical form is processed and completed by M/s. Sharex Dynamic(India) Pvt. Ltd. within a period of 15 days from the date of receipt thereof.

In case of Shares in electronic form, the transfers are processed by NSDL/ CDSL through therespective Depository Participants.

k) stDistribution of Shareholding as on 31 March, 2014:

No. of Equity No. of % of No. of % of Shares held Shareholders Shareholders Shares held Shareholding

Up to 100 9032 73.82 896175 7.20

101 to 200 589 4.81 115967 0.93

201 to 500 1207 9.87 529179 4.25

501 to 1000 708 5.79 641960 5.16

1001 to 5000 555 4.54 1295274 10.40

5001 to 10000 60 0.49 415149 3.33

10001 to 100000 64 0.52 2694507 21.64

100001 to above 20 0.16 5861789 47.08

Grand Total 12235 100.00 12450000 100.00

l) stCategory of Shareholders as on 31 March, 2014:

Category No. of Shares held % of Shareholding

Promoters 12,17,595 9.78

Financial Institutions/Banks 200 -

Mutual Funds - -

Bodies Corporate 26,87,952 21.59

NRIs 7,301 0.06

Public 85,36,952 68.57

Grand Total 1,24,50,000 100.00

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m) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, Conversion Date and likelyimpact on Equity: The Company has not issued any GDRs/ADRs.

n) Dematerialisation of : The Company has entered into Shares Agreement withNSDL/CDSL for Dematerialisation of Shares.

As on 31st March, 2014, a total of 36,06,915 Equity Sharesof the Company which form 29% of the Equity ShareCapital of the Company stands dematerialised.

10. PLANT LOCATIONS : The Company’s plants :Village: Govali,Bharuch-Jhagadia Road,Tal.-Jhagadia,Dist.-Bharuch, Gujarat – 392 022.

11. ADDRESS FOR CORRESPONDENCE:For both Physical and Electronic Form:

M/s. Sharex Dynamic (India) Pvt. Ltd.Unit – 1, Luthra Industrial Premises,Andheri Kurla Road,Safed Pool, Andheri (E),Mumbai – 400 072.

Tele. No. :(022) 2851 5606, 2851 5644Fax No. :(022) 2851 2885e-mail Address:[email protected]

For any assistance regarding correspondence dematerialisation of shares, share transfers,transactions, change of address, non receipt of dividend or any other query, relating to shares:

For both Physical and Electronic Form:

M/s. Sharex Dynamic (India) Pvt. Ltd.Unit – 1, Luthra Industrial Premises,Andheri Kurla Road,Safed Pool, Andheri (E),Mumbai – 400 072.

Tele. No. :(022) 2851 5606, 2851 5644Fax No. :(022) 2851 2885e-mail Address:[email protected]

Compliance Officer : Mr. Prakash R. Vora, Managing Director



20


CERTIFICATE

ToThe Members ofShree Rajeshwaranand Paper Mills Limited,

We have examined the compliance of conditions of Corporate Governance by M/s. Shree RajeshwaranandstPaper Mills Limited, for the year ended on 31 March, 2014 as stipulated in Clause 49 of the Listing

Agreement of the said Company with BSE Limited. We have conducted our review on the basis of relevantstrecords and documents maintained by the Company for the year ended 31 March, 2014 and furnished to

us for the purpose of the review and the information and explanation given to us by the Company during thecourse of review.

The compliance of conditions of corporate governance is the responsibility of the management. Ourexamination was limited to procedures and implementation thereof adopted by the Company for ensuringthe compliance of conditions of corporate governance. It is neither an audit nor an expression of opinion onthe financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and basedon the representations made by the Directors and the Management, we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause- 49 of the above mentionedlisting agreements.

As per representation received from the Registrars of the Company, we state that as per records maintainedby the Stakeholders’ Relationship Committee, no investor grievance remaining unattended/ pending formore than 30 days.

We further state that such compliance is neither an assurance as to the future viability of the Company northe efficiency or effectiveness with which the management has conducted the affairs of the Company.

For KASHYAP R. MEHTA & ASSOCIATESCompany Secretaries

Place : Ahmedabad KASHYAP R. MEHTADate : 29th July, 2014 Proprietor

C.O.P. No. 2052

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MANAGEMENT DISCUSSION AND ANALYSIS

a. Industry Structure and Developments:

The News Paper/Printing Paper industry is passing through a competitive phase. In view of the hopeof revival of economy in general and expectation of increase in editions of Newspapers and moreNewspapers, the management is hopeful of better future of the industry.

b. Opportunities and Threats:

The News Paper/Printing Paper industry is subject to competition among various manufactures withinthe country. The Print media industry is growing with 8-10% growth which will provide opportunity tocompany to increase its sales and capture more market share.

c. Segment wise Performance:

The Company operates presently in one segment only.

d. Recent Trend and Future Outlook:

The Management is confident of improvement in the demand of Newsprint Paper in the near futurewith increase in preference of reading Newspapers by general public and more thrust put by theCorporates in publishing advertisements in the Newspapers.

e. Risks and Concerns:

Like any other industry, Newsprint Paper industry is also exposed to risk of competition, governmentpolicies, natural factor etc. As the Company is importing very few material and not exporting finishedproduct, the Company has little risk on account of Exchange Rate fluctuations. The Company hastaken necessary measures to safeguard its assets/interests etc.

f. Internal Control Systems and their Adequacy:

The Company has adequate systems of Internal Controls commensurate with its size and operationsto ensure orderly and efficient conduct of business. These controls ensure safeguarding of assets,reduction and detection of fraud and error, adequacy and completeness of the accounting recordsand timely preparation of reliable financial information. The Company has appointed an external firmof Chartered Accountants to supplement efficient Internal Audit.

g. Financial Performance with respect to Operational Performance:

The financial performance of the Company for the year 2013-14 is described in the Directors’ Reportunder the head ‘Review of Operation’.

h. Material Developments in Human Resources and Industrial Relations Front:

The Company has continued to give special attention to Human Resources/Industrial Relationsdevelopment. Industrial relations remained cordial throughout the year and there was no incidence ofstrike, lock out etc.

i. Cautionary Statement:

Statement in this Management Discussion and Analysis Report, describing the Company’s objectives,estimates and expectations may constitute ‘Forward Looking Statements’ within the meaning ofapplicable laws or regulations. Actual results might differ materially from those either expressed orimplied.



22


To,The Members ofShree Rajeshwaranand Paper Mills Limited.

Report on the Financial Statements

We have audited the accompanying financial statements of SHREE RAJESHWARANAND PAPER MILLSLIMITED, which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss andCash Flow Statement for the year then ended and a summary of significant accounting policies and otherexplanatory information.

Management’s Responsibility for the Financial Statements

Management of the company is responsible for the preparation of these financial statements that give a trueand fair view of the financial position, financial performance and cash flows of the Company in accordancewith the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956(“the Act”) read with the General Circular No. 15/2013 dated 13th September 2013 of the Ministry ofCorporate Affairs in respect of section 133 of the Companies Act, 2013 and in accordance with accountingprinciples generally accepted in India.This responsibility includes the design, implementation andmaintenance of internal control relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conductedour audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants ofIndia. Those Standards require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on the auditors’ judgment, including the assessmentof the risks of material misstatement of the financial statements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internal control relevant to the Company’s preparation andfair presentation of the financial statements in order to design audit procedures that are appropriate in thecircumstances but not for the purpose of expressing an opinion on the effectiveness of the company’sinternal control. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by management, as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaidfinancial statements give the information required by the Act in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on thatdate; and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on thatdate.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2003 (“the Order”) issued by the CentralGovernment of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure, a

INDEPENDENT AUDITORS' REPORT

statement on the matters specified in paragraphs 4 and 5 of the Order.

23


2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so faras appears from our examination of those books.

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement complywith the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act,1956, read with with the General Circular No. 15/2013 dated 13th September 2013 of the Ministryof Corporate Affairs in respect of section 133 of the Companies Act, 2013.

e. On the basis of written representations received from the directors as on March 31, 2014, andtaken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 ofthe Companies Act, 1956.

For SUNDERJI GOSAR & Co.Chartered Accountants

Firm Reg. No: 115543W

Place : Govali-Jhagadia (Dhairya Kenia)thDate : 28 May, 2014. Partner

Membership No.: 140726

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT.Referred to in Paragraph 1 under Report on Other Legal and Regulatory Requirements of our report ofeven date to the members of SHREE RAJESHWARANAND PAPER MILLS LIMITED on the financial

ststatements the year ended on 31 March, 2014. We report that:

(i) (a) The company has maintained proper records showing full particulars, including quantitativedetails and situation of fixed assets on the basis of available information.

(b) The company has a regular programme of physical verification of its fixed assets by which fixedassets were are verified in a phased manner, designed to cover all the fixed assets over a periodof three years. In accordance with this programme, certain fixed assets were verified during theyear and no material discrepancies were noticed on such physical verification. In our opinion, thisperiodicity of physical verification is reasonable having regard to the size of the company andnature of its assets.

(c) In our opinion and according to information and explanations given to us, the Company has notdisposed off a substantial part of its fixed assets during the year and therefore, do not affect thegoing concern status of the company.

(ii) (a) As informed to us, the inventory has been physically verified during the year by the management.In our opinion, the frequency of verification is reasonable.

(b) The procedures explained to us, which are followed by the management for physical verificationof inventories, are in our opinion reasonable and adequate in relation to the size of the companyand the nature of its business.

(c) In our opinion and according to the explanations given to us, the company is maintaining properrecords of its inventory. No material discrepancies were noticed on such physical verification ascompared to the book records.

24


(iii) (a) According to the explanations given to us, the Company has not granted any secured or unsecuredloans to parties listed in the register maintained under section 301 of the Companies Act, 1956.Hence provisions of clause 4(iii)(b) to (d) of the Order are not applicable to the Company.

(b) According to the explanations given to us the company has taken unsecured loans from threeparties covered in the register maintained under section 301 of the Companies Act, 1956. Themaximum amount involved during the year was ` 5,28,45,463/-. and the year end balance of Loantaken from such parties was ` 4,07,00,000/-.

(c) The terms and conditions fixed on loans taken from the parties listed in the register maintainedunder section 301 of the Companies Act 1956, are not prejudicial to the interest of the Company.

(d) In our opinion and according to the information and explanations given to us, the company isregular in repayment of loan and also payment of interest wherever applicable.

(iv) In our opinion and according to the information and explanations given to us, there exist an adequateinternal control system commensurate with the size of the company and the nature of its business withregard to purchases of inventory, fixed assets and with regard to the sale of goods and as in formed tous, the company is not engaged in the sale of services. During the course of our audit, we have notobserved any major weakness or continuing failure to correct any major weakness in internal controlsystem of the company in respect of these areas.

(v) (a) In our opinion and according to the information and explanations given to us, the transactionsmade in pursuance of contracts or arrangements that need to be entered in the register maintainedunder Section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactionsmade in pursuance of such contracts or arrangements entered in the register maintained undersection 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respectof any party during the year have been made at prices which appear reasonable as per informationavailable with the company.

(vi) In our opinion and according to the information and explanations given to us, the provisions of sections58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules –1975 have been complied by the company in the year under consideration.

(vii) In our opinion and as per the explanations given to us, the company has an internal audit systemcommensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the notificationof the Central Government for maintainance of cost record under section 209(1)(d) of the CompaniesAct, 1956 and on the basis of such review, we are of the opinion, that primafacie, the prescribedaccounts and records have been made and maintained. We have not, however, carried out a detailedexamination of the records with a view to determine whether they are accurate or complete.

(ix) In respect of statutory dues:

(a) According to the information and explanations given to us and on the basis of the records of thecompany, amounts deducted/accrued in the books of accounts in respect of undisputed statutorydues including, provident fund, investor education protection fund, wealth tax, custom duty, servicetax, excise duty, cess and other material statutory dues applicable to it have been regularlydeposited during the year with appropriate authorities. In respect of Sales tax and Income Taxpayment, the company has deposited the amount in some instances lately with interest. Asexplained to us the company did not have any dues on account of Employee’s State Insurance.

According to the information and explanations given to us, no undisputed amounts payable inrespect provident fund, investor education and protection fund, wealth tax, custom duty, service

sttax, excise duty, cess and other material statutory dues were in arrears as at 31 March, 2014 fora period of more than six months from the date they became payable.

25


(b) According to the information and explanations given to us and the records of the company examinedby us, the disputed dues in respect of Sales Tax and Income Tax are as under:

Nature of Dues Amount Period to which Forum whereamount relates dispute is pending

Income Tax 1,53,510/- F.Y- 2009-2010 Commissioner ofIncome Tax Appeals

Sales Tax 82,28,792/- F.Y. 2005-2006 GVAT Tribunal, Ahmedabad

Sales Tax 44,60,779/- F.Y. 2008-2009 Appeal Asst. Commissioner,Vadodara

(x) The Company does not have any accumulated losses at the end of the financial year and has notincurred cash losses during the financial year covered by our audit and in the immediately precedingfinancial year.

(xi) In our opinion and according to the information and explanations given to us, the company has notdefaulted in repayment of dues to financial institution or bank.

(xii) According to the information and explanations given to us and records produced before us, theCompany has not granted any loans and advances on the basis of security by way of pledge of shares,debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, theprovisions of clause 4 (xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to thecompany.

(xiv) According to the information and explanations given to us, the company is not dealing or trading inshares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) ofthe Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

(xv) According to the information and explanations given to us, the Company has not given guarantees forloans taken by others from banks or financial institutions.

(xvi) According to the information and explanations given to us, the term loans raised have been applied forthe purpose for which they were raised.

(xvii)According to the information and explanations given to us and on an overall examination of thebalance sheet and the cash flow of the company, no short-term funds have been used to finance long-term assets.

(xviii) According to the information and explanations given to us, the company has not made preferentialallotment of shares to Promoters and Promoters group covered in the register maintained undersection 301 of the Act.

(xix) The company has not received any money through Public Issue of Debentures.

(xx) The company has not raised any money by public issues during the year.

(xxi) During the course of our examination of the books and records of the company, carried out in accordancewith the generally accepted auditing practices in India and according to the information and explanationsgiven to us, we have neither come across any instance of fraud on or by the Company, noticed orreported during the year, nor have we been informed of any such case by the Management.

For SUNDERJI GOSAR & Co.Chartered Accountants

Firm Reg. No: 115543W

Place : Govali-Jhagadia (Dhairya Kenia)thDate : 28 May, 2014. Partner

Membership No.: 140726

26


For and on behalf of the Board

Prakash R. Vora Managing Director

Udayan D. Velvan Executive Director

Place : Govali-JhagadiaDate th: 28 May, 2014

As per Report of the even date attached.For Sunderji Gosar & Co.Chartered AccountantsFirm Reg. No: 115543W(Dhairya Kenia)PartnerMembership No. 140726Place : Govali-JhagadiaDate th: 28 May, 2014

STBALANCE SHEET AS AT 31 MARCH, 2014As at As at

PARTICULARS Note 31-03-2014 31-03-2013(`) (`)

I. EQUITY AND LIABILITIES1 SHAREHOLDERS‘ FUND

- Share Capital 3.1 124,500,000 124,500,000- Reserves and Surplus 3.2 90,709,609 73,286,678- Money received against Share Warrants - -

Sub-Total - (A) 215,209,609 197,786,678

2 NON-CURRENT LIABILITIES- Long-term Borrowings 3.3 185,810,917 139,739,731- Deferred Tax Liabilities (net) 3.4 38,312,206 31,784,354- Other Non Current Liabilities - -- Long Term Provisions - -

Sub-Total - (B) 224,123,123 171,524,085

3 CURRENT LIABILITIES- Short-term Borrowings 3.5 239,836,347 203,675,651- Trade Payables 3.6 70,550,375 93,759,239- Other Current Liabilities 3.7 182,483,604 111,582,063- Short-term Provisions 3.8 6,292,008 6,808,932

Sub-Total - (C) 499,162,334 415,825,886

TOTAL ( A+B+C ) 938,495,066 785,136,649

II. ASSETS4 NON-CURRENT ASSETS

- Fixed Assets Tangible Assets 3.9 359,926,986 253,927,687 Capital Work-in-Progress - 23,210,011- Long-term Loans and Advances 3.10 15,232,152 16,831,629- Other Non-current Assets 3.11 572,136 -

Sub-Total - (D) 375,731,274 293,969,327

5 CURRENT ASSETS- Current Investments 3.12 - -- Inventories 3.13 152,703,977 96,233,913- Trade Receivables 3.14 288,699,891 285,024,445- Cash and Bank Balance 3.15 19,155,612 16,476,554- Short- term Loans and Advances 3.16 66,801,817 77,756,186- Other Current Assets 3.17 35,402,495 15,676,224

Sub-Total - (E) 562,763,791 491,167,322

TOTAL (D+E ) 938,495,066 785,136,649

Notes 1 to 22 form an integral part of this Accounts

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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ST31 MARCH, 2014

Particulars Note For the For theyear ended year ended

st st 31 March, 2014 31 March,2013

(i) Revenue form Operations: 4.1- Sale of Products 825,456,624 663,312,845- Sale of Services - -

Less: Excise Duty (1,472,426) (1,671,221)

(ii) Other Income 4.2 1,358,687 1,810,234

Total Revenue (i+ii) 825,342,885 663,451,858

Expenses- Cost of Material Consumed 4.3 503,963,334 363,651,833- Purchase of Stock-in-Trade 4.4 - 43,108,831- Changes in Inventories of Finished Goods,

Work-in-Progress and Stock-in-Trade 4.5 (15,158,754) (20,065,367)- Employee benefit expenses 4.6 27,489,502 22,590,856- Finance Cost 4.7 51,426,274 35,426,154- Depreciation and amortisation expense 30,804,727 26,149,738- Other Expense 4.8 199,597,662 170,226,038

Total Expenses 798,122,744 641,088,084

Profit Before Tax 27,220,140 22,363,774- Tax Expense

Current Tax 5,446,138 7,389,860MAT Credit entitlement (3,028,450) (1,294,477)Short / (Excess) provision for tax of earlier year(s) 851,670 641,426Deferred Tax 6,527,852 1,201,040

Total Tax 9,797,210 7,937,849

Profit for the period 17,422,931 14,425,925

Equity Share of par value ` 10 each

Basic 1.40 1.16

Diluted 1.40 1.16

Note 1 to 22 from an integral part of accounts






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CASH FLOW STATEMENT FOR THE YEAR ENDED ST31 MARCH, 2014Particulars 2013-2014 2012-2013

(A) CASH FLOW FROM OPERATING ACTIVITIESNet Profit Before Tax 27,220,140 22,363,774

Adjustments For:Depreciation 30,804,727 26,149,738Interest Received (1,358,687) (1,810,142)Preliminary Expenses 190,712 -Interest Paid 33,018,319 35,426,154

62,655,072 59,765,750

Operating Profit Before Working Capital Changes 89,875,212 82,129,524Adjustment For:Trade, Other Receivables & (8,582,268) (91,086,640)Other Current AssetsInventories (56,470,064) (24,398,186)Trade Payables, Provisions & 41,729,615 42,390,126Other Current Liabilities.

(23,322,717) (73,094,699)

Cash Generated From Operations 66,552,495 9,034,825

Direct taxes Paid (851,670) (641,426)(851,670) (641,426)

Net Cash From Operating Activities (A) 65,700,825 8,393,399

(B) CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (91,189,116) (26,498,952)Capital Work in Progress (22,404,899) (23,210,011)Investment in Fixed Deposits (1,198,524) 638,484Interest Received 1,358,687 1,810,142

Net Cash From Investing Activities (B) (113,433,853) (47,260,337)

(C) CASH FLOW FROM FINANCING ACTIVITIESShort term Borrowings 36,160,694 44,037,375Long term Borrowing 46,071,186 28,072,292Interest Paid (33,018,319) (35,426,154)

Net Cash from Financing Activities (C) 49,213,561 36,683,513

Net Cash Inflow/(Outflow) 1,480,533 (2,183,425)

Opening Balance of Cash & Cash Equivalents 2,615,039 4,798,464

Closing Balalnce of Cash & Cash Equivalents 4,095,572 2,615,039






29


NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2014

GENERAL INFORMATION

Shree Rajeshwaranand Paper Mills Limited (‘the Company’) was incorporated on 20th March, 1991 underThe Companies Act, 1956. The company is in the Business of manufacturing of newsprint paper. Thecompany has recently started Tools Division also.

1. SIGNIFICANT ACCOUNTING POLICIES:

i) BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

The financial statements are prepared in accordance with the generally accepted accountingprinciples in India (Indian GAAP) under the historical cost convention on an accrual basis and arein compliance with all material aspect the Accounting Standards referred to in sub-section (3C) ofsection 211 of the Companies Act, 1956 (“the Act”) read with the General Circular No. 15/2013dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of theCompanies Act, 2013. The accounting policies have been consistently applied by the companyand are consistent with those used in the previous year.

All assets and liabilities have been classified as current or non-current as per the Company’snormal operating cycle and other criteria set out in the Revised Schedule VI to the Companies Act,1956. Based on the nature of products and the time between the acquisition of assets for processingand their realization in cash and cash equivalents, the Company has ascertained its operatingcycle as up to twelve months for the purpose of current and non-current classification of assetsand liabilities.

ii) USE OF ESTIMATES:

The preparation of financial statements in conformity with Indian GAAP requires the managementto make judgements, estimates and assumptions that affect the reported amounts of revenues,expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of thereporting period. Although these estimates are based on the management’s best knowledge ofcurrent events and actions, uncertainty about these assumptions and estimates could result in theoutcomes requiring a material adjustment to the carrying amounts of assets or liabilities in futureperiods.

iii) TANGIBLE FIXED ASSETS AND DEPRECIATION:

o TANGIBLE FIXED ASSETS :

Tangible fixed assets are stated at cost, less accumulated depreciation and impairment lossif any. Cost comprises the purchase price and any attributable cost of bringing the asset to itsworking condition for its intended use, but does not includes amount of excise duty on whichCENVAT is availed.

o CAPITAL WORK IN PROGRESS:

Expenses incurred towards acquisition of fixed assets which have not been installed or notput to use before the year end are disclosed under capital work in progress and no depreciationhas been provided on that.

o DEPRECIATION:

Depreciation on fixed assets is charged on straight-line method in the manner and as per therates and method provided in schedule XIV of the Companies Act, 1956.

Fixed Assets, individually costing less than five thousands, are fully depreciated in the year ofpurchase.

Depreciation on Assets added / disposed off during the year have been provided on pro-ratabasis with reference to the day of additions / deletions from the respective day of purchase/sale.”

Continuous process plants” are classified based on technical assessment and depreciationis provided accordingly.

iv) INTANGIBLE FIXED ASSETS AND AMORTISATION:

Intangible assets are recognized when it is probable that the future economic benefit attributableto the assets will flow to the Company and its cost can be reliably measured.Intangible Assets are

30


stated at acquisition cost, net of accumulated amortization and accumulated impairment losses, ifany. Intangible assets are amortized on a straight line basis over their estimated useful lives.

Expenditure incurred on acquisition/development of intangible assets which are not put/ready touse at the reporting date is disclosed under intangible assets under development. However thereare no such intangible assets.

v) IMPAIRMENT OF ASSETS:

The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indicationof impairment based on internal/external factors. An asset is treated as impaired when the carryingcost of the assets exceeds its recoverable value. An impairment loss if any is charged to Statementof Profit and Loss Account in the year in which an asset is identified as impaired. Reversal ofimpairment losses recognized in prior years is recorded when there is an indication that theimpairment losses recognized for the assets no longer exist or have decreased.However there isno such impairment in the year under consideration.

vi) INVENTORY:

Raw Material, Consumable Store & Spares and Packing Material are valued at lower of cost andnet realizable value. However, these items are considered to be realizable at cost if the finishedproducts in which they will be used, are expected to be sold at or above cost.

Finished Goods and Work in Progress are valued at lower of cost or net realizable value. Cost ofFinished Goods and Work in Progress includes the cost of conversion and other costs incurred tobring the inventories to their present location and condition.

Cost of inventories is computed on weighted average basis. Obsolete stock if any is valued at netrealizable value. There is no such obsolete stock.

vii) INVESTMENTS:

Investments, which are readily realizable and intended to be held for not more than one year fromthe date on which such investments are made, are classified as current investments. All otherinvestments are classified as long-term investments.

Investments are recorded at cost on the date of purchase, which includes acquisition chargessuch as brokerage, stamp duty, taxes, etc. Current Investments are stated at lower of cost andquoted/fair value. Provision for diminution in the value of Long Term Investments is made, only if,in the opinion of the management, such a decline is regarded as being other than temporary.

However there are no investments of the company in the year under consideration.

viii) GOVERNMENT GRANTS:

Government Grants are recognized when there is reasonable assurance that the same will bereceived and all attaching conditions will be complied with. Revenue grants are recognized in theStatement of Profit & Loss account. Capital grants relating to specific Tangible/Intangible assetsare reduced from the gross value of the respective Tangible/Intangible assets. Other capitalgrants in nature of promoter’s contribution are credited to capital reserve.

However no government grants are received by the company in the year under consideration.

ix) REVENUE RECOGNITION:

Revenue is recognized to the extent that it is probable that the economic benefits will flow to theCompany and can be reliably measured.

SALE OF GOODS:

Domestic Sale is recognized on dispatch to customers and is net of returns. “Sales” includes basicsales value and excise, but excludes other recoveries such as insurance, sales tax etc.

OTHER INCOME:

Interest is recognized on Time Proportion Basis with reference to principal outstanding and rate ofInterest applicable.

x) EMPLOYEE BENEFITS:

Retirement benefits to employees comprise of provident fund contributions, gratuity and leaveencashment entitlements. Contribution to Provident Fund is made in accordance with the statute

31


and provided on accrual basis. Gratuity are provided for, according to the rules of these benefitschemes, on the basis of actuarial valuation done at the year-end by independent actuaries usingthe Projected Unit Credit Method. Actuarial losses/gains are recognized in the Statement of Profitand Loss in the year in which they arise. Leave encashment are paid in the year in which theyaccrue.

xi) FOREIGN CURRENCY TRANSACTIONS:

Transactions in foreign currency are recorded at the rate of exchange prevailing on the date oftransaction. The exchange difference resulting from settled transactions is recognized in thestatement of profit and loss if applicable.

Year end balances of monetary items are restated at the year end exchange rates and the resultantnet gain or loss is recognized in the statement of profit and loss.

Premium or discounts on forward contracts where there are underlying assets/liabilities areamortized over the life of the contract. Such foreign exchange forward contracts are revalued atthe Balance Sheet date and the exchange difference between the spot rate at the date of contractand spot rate on the Balance Sheet date is recognized as gain/loss in the Statement of Profit andloss.

xii) BORROWING COSTS:

Borrowing Costs attributable to acquisition and construction of qualifying assets are capitalizedas a part of the cost of such asset up to the date when such assets are ready for its intended use.Other borrowing costs are charged to the Statement of Profit and Loss Account in the period inwhich they are incurred.

xiii) LEASES:

[a] As a Lessee:

Leases, where significant portion of risk and reward of ownership are retained by the Lessor,are classified as Operating Leases and lease rentals thereon are charged to the Statement ofProfit and Loss on a straight-line basis over the lease term.

[b] As a Lessor:

If the Company has leased certain tangible assets, and such leases, where the Company hassubstantially retained all the risks and rewards of ownership, are classified as operatingleases.

Lease income is recognised in the Statement of Profit and Loss on a straight-line basis overlease term.

However there are no lease in the year under consideration

xiv) TAXES ON INCOME:

Tax expense comprises of current and deferred tax.

Provision for current tax is made on the basis of estimated taxable income for the relevantaccounting year in accordance with the Income Tax Act, 1961.

Current tax assets and current tax liabilities are offset when there is a legally enforceable right toset off the recognized amounts and there is an intention to settle the asset and the liability on a netbasis.

The deferred tax for timing differences between the book and tax profits for the year is accountedfor, using the tax rates and laws that have been substantively enacted as of the Balance Sheetdate. Deferred tax assets arising from timing differences are recognized to the extent there isreasonable certainty that these would be realized in future.

In case of unabsorbed losses and unabsorbed depreciation, all deferred tax assets are recognizedonly if there is virtual certainty supported by convincing evidence that they can be realized againstfuture taxable profit. At each Balance Sheet date the Company reassesses the unrecognizeddeferred tax assets.

Minimum Alternative Tax (MAT) credit is recognized as an asset only when and to the extent thereis convincing evidence that the Company will pay normal income tax during the specified period.In the year in which the MAT credit becomes eligible to be recognized as an asset in accordance

32


with the recommendations contained in Guidance Note issued by the ICAI, the said asset iscreated by way of a credit to the Statement of Profit and Loss and shown as MAT Credit Entitlement.

The Company reviews the same at each Balance Sheet date and writes down the carrying amountof MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that theCompany will pay normal Income Tax during the specified period.

The Company has the policy of reviewing and passing proper adjustment entries for Income Taxpaid, Provision for Income Tax made and excess/short tax provision for the year after filing IncomeTax returns. The Company also makes a fair estimate of the Income Tax liability for the said yearand gives effects to it in the Books of Accounts

xv) CASH AND CASH EQUIVALENT:

Cash and Cash Equivalents for the purpose of cash flow statement comprise cash on hand andcash at bank including fixed deposit with original maturity period of three months or less and shortterm highly liquid investments with an original maturity of three months or less.

xvi) CASH FLOW STATEMENT:

Cash flows are reported using the Indirect Method, whereby profit before tax is adjusted for theeffects of transactions of non-cash nature, any deferrals or accruals of past or future cash receiptsor payments and item of income or expenses associated with investing or financing cash flows.The cash flows from operating, investing and financing activities of the Company are segregatedbased on the available information.

xvii) RESEARCH & DEVELOPMENT:

Revenue expenditure on Research and Development is charged to the Statement of Profit andLoss in the year in which it is incurred. Capital Expenditure on Research and Development isshown as an addition to Fixed Assets or Work-in-Progress, as the case may be. However thereare no such expenditure in the year under consideration.

xviii) EARNINGS PER SHARE:

Basic earnings per share are calculated by dividing the net profit for the year attributable to equityshareholders by the weighted average number of equity shares outstanding during the period.Earnings considered in ascertaining the Company’s earnings per share is the net profit for theperiod after deducting preference dividends and any attributable tax thereto for the period. Theweighted average number of equity shares outstanding during the period and for all periodspresented is adjusted for events, such as bonus shares, other than the conversion of potentialequity shares that have changed the number of equity shares outstanding, without a correspondingchange in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the periodattributable to equity shareholders and the weighted average number of shares outstandingduring the period is adjusted for the effects of all dilutive potential equity shares.

xix) PROVISIONS & CONTINGENCIES:

The company estimates the probability of any loss that might be incurred on outcome ofcontingencies on the basis of information available.

A provision is recognized when the company has a present obligation as a result of past eventand it is probable that an outflow of resources will be required to settle the obligation in respect ofwhich a reliable estimate can be made. Provisions are determined based on management’sestimate required to settle the obligation at the balance sheet date, supplemented by experienceof similar transactions. These are reviewed at each balance sheet date and adjusted to reflect themanagement’s current estimates.

In cases where the available information indicates that the loss on the contingency is reasonablypossible but the amount of loss cannot be reasonably estimated, a disclosure is made in thefinancial statements.

In case of remote possibility neither provision nor disclosure is made in the financials.

A Contingent Asset is neither recognised nor disclosed in the Financial Statements.

33

23RD ANNUAL REPORT 2013-14STNOTES ON ACCOUNTS FOR THE YEAR ENDED 31 MARCH, 2014

Particulars st st 31 March, 2014 31 March, 2013

Note No. 3.1 :- SHARE CAPITALAuthorised Capital :1,30,00,000 (PY:1,30,00,000) Equity Shares of ` 10/- each 130,000,000 130,000,000

130,000,000 130,000,000Issued, Subcribed and Fully Paid up :EQUITY SHARE CAPITAL1,24,50,000 (PY:1,24,50,000) Equity Shares of ` 10/- each fully paid up 124,500,000 124,500,000

124,500,000 124,500,000

a. Shareholders holding more than 5% of Equity Shares:11,29,895(9.08%) {P.Y.7,79,895(6.26%)} Equity Shares of ` 10/- each held by Mr.Udayan D. Velvan.

b. Reconciliation of the number of Equity Shares outstanding

Particulars Number of Number ofShares Shares

Number of Shares at the beginning of the year 12,450,000 12,450,000Add: Shares issued 0 0Less: Shares Forfeited 0 0Number of Shares at the end of the year 12,450,000 12,450,000

c. Each Equity Share is entitled to one voting right only.d. In the event of liquidation of the company, the holders of equity shares will be entitled to receive assets

remaining, after distribution of all preferential amounts.

Note No. 3.2 - RESERVES AND SURPLUS

Particulars Opening as at Additions Deductions/ Balance as at01/04/2013 Adjustments 31/03/2014

Surplus as per Profit and Loss Account 73,286,678 17,422,931 - 90,709,609

Total 73,286,678 17,422,931 - 90,709,609

Details of Profit and Loss Surplus is as given below:

Particulars As at As atst st31 March, 2014 31 March, 2013

Net Profit after Tax 17,422,931 14,425,925Balance brought forward 73,286,678 58,860,753

Profit Available for Appropration 90,709,609 73,286,678

APPROPRIATIONS:General Reserve - -Dividend on Equity Shares - -

Surplus Carried to Balance Sheet 90,709,609 73,286,678

Note No. 3.3 - LONG TERM BORROWINGS Ref. NoteI. Secured Borrowings:

a. Term Loans- from banks

SBI Corporate Loan - I 3.3.1 - 7,500,000SBI Corporate Loan - II 3.3.2 100 -SBI Corporate Loan - II (Foreign Currency) 3.3.3 - -SBI Term Loan - I 3.3.4 - 824,119SBI Term Loan - I (Foreign Currency) 3.3.5 - -SBI Term Loan - II 3.3.6 9,000,000 15,000,000HDFC Tractor Loan (Old) 3.3.7 - 91,023HDFC Tractor Loader Loan (Old) 3.3.8 - 16,703HDFC Tractor Loan (New) 3.3.9 298,104 -HDFC Tractor Loader Loan (New) 3.3.10 50,356 -HDFC Maruti Eco Loan 3.3.11 173,632 -Total Secured Long Term Borrowings - (I) 9,522,192 23,431,845

34



II. Unsecured Borrowings:a. Term Loans

- from Banks- from other financial institution

- Tata Capital Financial Services 3.3.12 1,279,777 2,448,720- Bajaj Finance Ltd. 3.3.13 1,299,928 2,485,683

b. Deposits- Intercorporate deposits 3.3.14 152,877,020 92,947,020

c. Loans and advances from Related Parties 3.3.15 700,000 11,085,463d. Others 3.3.16 20,132,000 7,341,000

Total Unsecured Long Term Borrowings - (II) 176,288,725 116,307,886

III. Total Long Term Borrowings ( I + II ) 185,810,917 139,739,731

Secured Long Term Borrowings3.3.1 I. [a] Loan from State Bank of India is secured by:

a) First charge over entire movable fixed assets of the company.b) First charge over factory land belonging to the company situated at plot no. 442/B

admeasuring 82216 sq. mtrs. & plot no,451/B admeasuring 79692 sq. mtrs. And factorybuilding situated therein at village: Govali, Jhagadia-Bharuch Road, Gujarat.

c) First charge over NA land belonging to the company situated at Survey No. 238admeasuring 40500 sq. mtrs. At Mulad,Bharuch-Jhagadia Road, Jhagadia

d) First charge over office cum residential premises belonging to the company admeasuring777.00 square ft sitauted at No.1002,10th floor, “Samudra Annex” Plot No. 322, TPSNo.3, Village: Changispur, Ahmedabad, Gujarat.

e) Lien on FDR of ` 30.00 Lacs in the name of company.f) Pledge of 1,03,000 shares of the company in the name of Mr. Prakash Vora / Udyan

Velvan.g) Extension of first charge on entire current assets of the company.h) Personal guarantee of the directors Mr.Prakash Vora and Mr.Udyan Velvan.The loan as

at 31st March, 2014 is repayable in 3 equal quarterly installments from April 2014 of `25.00 lacs each.The interest rate is 3.90% above base rate (i.e.13.90%).

3.3.1. I. [b] There was no default in repayment of this loan.

3.3.2 [a] Loan from State Bank of India is secured by:a) First charge over entire movable fixed assets of the company.b) First charge over factory land belonging to the company situated at plot no. 442/B admeasuring

82216 sq. mtrs. & plot no,451/B admeasuring 79692 sq. mtrs. And factory building situatedtherein at village: Govali, Jhagadia-Bharuch Road, Gujarat.

c) First charge over NA land belonging to the company situated at Survey No. 238 admeasuring40500 sq. mtrs. At Mulad,Bharuch-Jhagadia Road, Jhagadia

d) First charge over office cum residential premises belonging to the company admeasuring777.00 square ft situated at No.1002,10th floor, “Samudra Annex” Plot No. 322, TPS No.3,Village: Changispur, Ahmedabad, Gujarat.

e) Lien on FDR of ` 30.00 Lacs in the name of company.f) Pledge of 1,03,000 shares of the company in the name of Mr. Prakash Vora / Udyan Velvan.g) Extension of first charge on entire current assets of the company.h) Personal guarantee of the directors Mr.Prakash Vora and Mr.Udyan Velvan.The Loan of `

6,00,00,000/- has been converted into USD Loan at the rate of ` 62.189 and hence the loanas at 31st March, 2014 is not repayable in the next financial year. The Interest rate is 3.90%above base rate (i.e. 13.90%).

3.3.2 [b] There was no default in repayment of this loan.3.3.3 [a] Term Loan in foreign currency (USD) has been converted from the term loan with State bank of

India. It is Secured by:a) First charge over entire plant &machineries of the company acquired out of bank finance.b) First charge over factory land belonging to the company situated at plot no. 442/B admeasuring

35


82216 sq. mtrs. & plot no, 451/B admeasuring 79692 sq. mtrs. And factory building situatedtherein at village: Govali, Jhagadia-Bharuch Road, Gujarat.

c) First charge over NA land belonging to the company situated at Survey No. 238 admeasuring40500 sq. mtrs. At Mulad,Bharuch-Jhagadia Road, Jhagadia.

d) First charge over office cum residential premises belonging to the company admeasuring777.00 square ft sitauted at No.1002,10th floor, “Samudra Annex” Plot No. 322, TPS No.3,Village: Changispur, Ahmedabad, Gujarat.

e) Lien on FDR of ` 30.00 Lacs in the name of company.f) Pledge of 1,03,000 shares of the company in the name of Mr. Prakash Vora / Udyan Velvan.g) Extension of first charge on entire current assets of the company.h) Personal guarantee of the directors Mr.Prakash Vora and Mr.Udyan Velvan. The loan as on

31st March, 2013 is repayable in 6 equal monthly installments of USD 11,281/- and thereaftera single payment of USD 8,85,833/-. The interest rate is 4.84% over LIBOR.

3.3.3 [b] There was no default in repayment of this loan.

3.3.4 [a] Loan from State Bank of India is secured by:a) First charge over entire movable fixed assets of the company.b) First charge over factory land belonging to the company situated at plot no. 442/B admeasuring

82216 sq. mtrs. & plot no,451/B admeasuring 79692 sq. mtrs. And factory building situatedtherein at village: Govali, Jhagadia-Bharuch Road, Gujarat.

c) First charge over NA land belonging to the company situated at Survey No. 238 admeasuring40500 sq. mtrs. At Mulad, Bharuch-Jhagadia Road, Jhagadia

d) First charge over office cum residential premises belonging to the company admeasuring777.00 square ft sitauted at No.1002,10th floor, “Samudra Annex” Plot No. 322, TPS No.3,Village: Changispur, Ahmedabad, Gujarat.

e) Lien on FDR of ` 30.00 Lacs in the name of company.f) Pledge of 1,03,000 shares of the company in the name of Mr. Prakash Vora / Udyan Velvan.g) Extension of first charge on entire current assets of the company.h) Personal guarantee of the directors Mr.Prakash Vora and Mr.Udyan Velvan.The Loan of `

1,14,69,956/- has been converted into USD Loan at the rate of ` 62.29 and it is repayable inthe next financial year. The interest rate is 3.85% above base rate (i.e. 13.85%).


3.3.5 [a] Term Loan in foreign currency (USD) has been converted from the term loan with State bank ofIndia. It is Secured by:

a) First charge over entire plant &machineries of the company acquired out of bank finance.b) First charge over factory land belonging to the company situated at plot no. 442/B admeasuring

82216 sq. mtrs. & plot no, 451/B admeasuring 79692 sq. mtrs. And factory building situatedtherein at village: Govali, Jhagadia-Bharuch Road, Gujarat.

c) First charge over NA land belonging to the company situated at Survey No. 238 admeasuring40500 sq. mtrs. At Mulad, Bharuch-Jhagadia Road, Jhagadia.

d) First charge over office cum residential premises belonging to the company admeasuring777.00 square ft sitauted at No.1002, 10th floor, “Samudra Annex” Plot No. 322, TPS No.3,Village: Changispur, Ahmedabad, Gujarat.

e) Lien on FDR of ` 30.00 Lacs in the name of company.f) Pledge of 1,03,000 shares of the company in the name of Mr. Prakash Vora / Udyan Velvan.g) Extension of first charge on entire current assets of the company.h) Personal guarantee of the directors Mr.Prakash Vora and Mr.Udyan Velvan. The loan as on

31st March, 2013 is repayable in 6 equal monthly installments of USD 13,000/- and thereaftera single payment of USD 54,138/-. The interest rate is 4.84% over LIBOR.


3.3.6 I. [a] Loan from State Bank of India is secured by:a) First charge over entire movable fixed assets of the company.b) First charge over factory land belonging to the company situated at plot no. 442/B

admeasuring 82216 sq. mtrs. & plot no, 451/B admeasuring 79692 sq. mtrs. And factorybuilding situated therein at village: Govali, Jhagadia-Bharuch Road, Gujarat.

c) First charge over NA land belonging to the company situated at Survey No. 238admeasuring 40500 sq. mtrs. At Mulad, Bharuch-Jhagadia Road, Jhagadia.

36


d) First charge over office cum residential premises belonging to the company admeasuring777.00 square ft sitauted at No.1002,10th floor, “Samudra Annex” Plot No. 322, TPSNo.3, Village: Changispur, Ahmedabad, Gujarat.

e) Lien on FDR of ` 30.00 Lacs in the name of company.f) Pledge of 1,03,000 shares of the company in the name of Mr. Prakash Vora / Udyan

Velvan.g) Extension of first charge on entire current assets of the company.h) Personal guarantee of the directors Mr.Prakash Vora and Mr.Udyan Velvan.The loan as

at 31st March, 2014 is repayable in 4 equal quarterly installments from April 2014 of `15.00 lacs each and thereafter in 4 quarterly installment of ` 22.50 lacs. The interest rateis 3.85% above base rate (i.e.13.85%)

3.3.6. I. [b] There was no default in repayment of this loan.3.3.7 [a] Loan from HDFC Bank for Tractor Loan is secured by hypothecation of the vehicle financed by

the bank. The loan as at 31st March, 2014 is repayable in 5 equal monthly installments from April2014 of ` 18,893/- (including interest) each. The interest rate is 15% p.a.

3.3.7 [b] There was no default in repayment of this loan.3.3.8 [a] Loan from HDFC Bank for Tractor Loan is secured by hypothecation of the vehicle financed by

the bank. The loan as at 31st March, 2014 is repayable in 5 equal monthly installments from April2014 of ` 3,467/- (including interest) each. The interest rate is 15% p.a.


the bank. The loan as at 31st March, 2014 is repayable in 28 equal monthly installments fromApril 2014 of ` 20,813/- (including interest) each.The interest rate is 16% p.a.


the bank. The loan as at 31st March, 2014 is repayable in 28 equal monthly installments fromApril 2014 of ` 3,516/- (including interest) each.The interest rate is 16% p.a.

3.3.10 [b] There was no default in repayment of this loan.3.3.11 [a] Loan from HDFC Bank for Maruti Eco is secured by hypothecation of the vehicle financed by the

bank. The loan as at 31st March, 2014 is repayable in 29 equal monthly installments from April2014 of ` 11,130/- (including interest) each.The interest rate is 11% p.a.


Unsecured Long Term Borrowings3.3.12 [a] Loan from Tata Capital Financial Services as at 31st March, 2014 is repayable in 23 equal

monthly installments from April 2014 of Rs.1,27,413/- (including interest). The Interest Rate is18.44%.

3.3.12 [b] There was no default in repayment of this loan.3.3.13 [a] Loan from Bajaj Finance Ltd. as at 31st March, 2014 is repayable in 23 equal monthly installments

of ` 1,29,758/- (including interest). The Interest Rate is 19.10%.3.3.13 [b] There was no default in repayment of this loan.3.3.14 [a] Intercorporate Deposits would not be recalled before end of two years from 31st March, 2014.3.3.14 [b] There is no default as the repayment is not due.3.3.15 [a] Loan from related parties would not be recalled before end of two years from 31st March, 2014.3.3.15 [b] There is no default as the repayment is not due.3.3.16 [a] Loan from other parties would not be recalled before end of two years from 31st March, 2014.3.3.16 [b] There is no default as the repayment is not due.

Note No. 3.4 - DEFERRED TAX LIABILITY (NET)


Deferred Tax LiabilityDepreciation 38,312,206 31,784,354

Total 38,312,206 31,784,354

37


Note No. 3.5 SHORT - TERM BORROWINGS


I. Secured Borrowings:a. Loan repayable on demand

- from banksCash Credit Facility 3.5.1 47,308,937 38,596,596Working Capital Loan 3.5.2 192,527,410 164,422,495(Foreign Currency)

Total Secured Short Term Borrowings - (I) 239,836,347 203,019,091

II. Unsecured Borrowingsa. Loan repayable on demand

- from banksCurrent A/c (Overdrawn A/c) 3.5.3 - 656,560

Total Unsecured Short Term Borrowings - (II) - 656,560

III. Total Short Term Borrowings ( I + II ) 239,836,347 203,675,6513.5.1 [a] Cash Credit Facility from State bank of India is secured by:

a) First Charge over entire current assets such as stocks of raw materials, finished goods, stores& spares, SIP, receivables etc. of the company.

b) Lien on FDR of ` 30.00 lacs in the name of company.c) Pledge of 1,03,000 shares of the company in the name of Mr. Prakash Vora / Udyan Velvan.d) Extension of charge over company’s movable and immovable fixed assets.e) Personal guarantee of the directors Mr.Prakash Vora and Mr.Udyan Velvan.

3.5.1 [b] The loan is repayable on demand. The interest rate is 3.75% above the base rate (i.e.13.75%).3.5.2 [a] Working Capital Loan in foreign currency (USD) from State Bank of India has been converted

from the cash credit facility available with the bank.It is secured by:a) First Charge over entire current assets such as stocks of raw materials, finished goods, stores

& spares, SIP, receivables etc. of the company.b) Lien on FDR of ` 30.00 lacs in the name of company.c) Pledge of 1,03,000 shares of the company in the name of Mr. Prakash Vora / Udyan Velvan.d) Extension of charge over company’s movable and immovable fixed assets.e) Personal guarantee of the directors Mr.Prakash Vora and Mr.Udyan Velvan.

3.5.2 [b] The loan as on 31st March, 2014 is repayable in a single lump sum amount of USD 32,00,000/-. The interest rate is 4.84% over LIBOR.

3.5.3. This amount represents the temporaray overdrawn bank balance as per books.

Note No. 3.6 - TRADE PAYABLES


Trade Payables- Due to Small & Micro Enterprise - -- Other than Micro and Small Enterprises

i. To Subsidiaries - -

ii. To Others 70,550,375 93,759,238

Total 70,550,375 93,759,238

38



Note No. 3.7 - OTHER CURRENT LIABILITIESa. Current maturities of Long Term Debt (Secured)

SBI Corporate Loan - I 3.3.1 7,500,000 10,000,000SBI Corporate Loan - II 3.3.2 - -SBI Corporate Loan - II (Foreign Currency) 3.3.3 57,130,091 -SBI Term Loan - I 3.3.4 688,263 -SBI Term Loan - I (Foreign Currency) 3.3.5 7,916,701 -SBI Term Loan - II 3.3.6 6,000,000 6,000,000HDFC Tractor Loan (Old) 3.3.7 91,023 196,713HDFC Tractor Loader Loan (Old) 3.3.8 16,703 36,095HDFC Tractor Loan (New) 3.3.9 185,585 -HDFC Tractor Loader Loan (New) 3.3.10 31,349 -HDFC Maruti Eco Loan 3.3.11 106,464 -

b. Current maturities of Long Term Debt (Unsecured)

Tata Capital Financial Services Ltd. 3.3.12 1,171,811 975,823

Bajaj Finance Ltd. 3.3.13 1,182,887 978,691c. Interest Accured and due on Borrowings

SBI Corporate Loan - I 88,541 211,055SBI Corporate Loan - II 541 -SBI Corporate Loan - II (Foreign Currency) 241,163 -SBI Term Loan - I 15,524 9,503SBI Term Loan - I (Foreign Currency) 36,535 -SBI Term Loan - II 176,445 241,673

d. Interest Accured but not due on BorrowingsTata Capital Financial Services Ltd. 34,686 48,491Bajaj Finance Ltd. 33,144 46,210HDFC Tractor Loan (Old) 991 3,133HDFC Tractor Loader Loan (Old) 182 575HDFC Tractor Loan (New) 5,804 -HDFC Tractor Loader Loan (New) 949 -HDFC Maruti Eco Loan 2,108 -Inter Corporate Deposits & Others 522,062 -

e. Creditors for Expenses 6,260,577 6,340,485f. Creditors for Capital goods 13,161,275 5,539,720

g. OthersStatutory Dues

TDS 798,273 897,979Service Tax 303,926 339,301VAT & CST 1,449,194 632,087Profession Tax 12,520 12,920

Salary Payable 1,657,754 1,139,007Received in advance from debtors 118,352 -Payable to bank (Forward Contract) 26,384,090 11,490,640Dealer Deposits 37,595,193 60,491,851Others Liabilities 11,562,898 5,950,111

Total 182,483,604 111,582,063

Note No. 3.8 - SHORT TERM PROVISIONSProvision for Employee Benefits- Provision for Bonus 711,998 606,375- Provision for Provident Fund 133,872 107,174Provision For Taxation 5,446,138 6,095,383

Total 6,292,008 6,808,932

39


Note No. 3.9 - FIXED ASSETS G R O S S B L O C K D E P R E C I A T I O N NET BLOCK

Particulars As on Addition Deduction As on As on Depreciation Deduction/ As on As on As on01.04.13 during during 31.03.14 01.04.13 for the Written Back 31.03.14 31.03.14 31.03.13

the year the year year duringthe year

1 Land 3,278,417 - - 3,278,417 - - - - 3,278,417 3,278,417

2 Office Premises 800,000 - - 800,000 - - - - 800,000 800,000

3 Residential Building 1,058,478 - - 1,058,478 286,960 17,253 - 304,213 754,265 771,518

4 Building 42,916,934 1,449,709 - 44,366,643 21,848,232 1,456,963 - 23,305,195 21,061,448 21,068,702

5 Plant & Machinery 462,991,999 110,838,682 - 573,830,681 239,613,478 28,049,132 - 267,662,610 306,168,071 223,378,521

6 P & M (Tools) - 22,052,829 - 22,052,829 - 102,083 - 102,083 21,950,746 -

7 Furniture (Tools) - 23,796 - 23,796 - 132 - 132 23,664 -

8 Furniture 990,980 150,524 - 1,141,504 542,996 68,797 - 611,793 529,711 447,984

9 Office Equipment 1,810,655 71,923 - 1,882,578 1,045,533 87,197 - 1,132,730 749,848 765,122

10 Computer 3,884,946 707,276 - 4,592,222 2,769,231 679,968 - 3,449,199 1,143,023 1,115,715

11 Vehicle 3,870,522 1,509,287 - 5,379,809 1,568,814 343,202 1,912,016 3,467,793 2,301,708

Total 521,602,931 136,804,026 - 658,406,957 267,675,244 30,804,727 - 298,479,971 359,926,986 253,927,687

II. Capital Work inProgress 23,210,011 22,404,899 45,614,910 - - - - - 23,210,011

Note No. 3.10 - LONG TERM LOANS AND ADVANCES


I. Unsecured, Considered gooda. Capital Advances 12,744,218 14,343,695b. Other Loans and Advances

- Recoverable from Employees 2,487,934 2,487,934

Total Long Term Loans and Advances 15,232,152 16,831,629

Note No. 3.11 - OTHER NON - CURRENT ASSETSI. a. Unsecured, Considered good

- Long term Trade receivables - -b. Others

- Preliminary Expense 572,136 -

Total 572,136 -

Note No. 3.12 - Current Investment - -

Note No. 3.13 - INVENTORIESa. Raw Materials

Paper DivisionIndian Waste Paper 51,042,163 17,762,396Imported Waste Paper 1,532,192 -Tools DivisionIndian Diamond Powder 1,362,474 -Imported Diamond Powder 2,693,276 -

b. Colours & Chemicals 3,068,202 1,869,523c. Work in Progress 2,242,997 1,767,127d. Finished Goods (other than those acquired for trading purpose)

Paper Division 50,536,967 36,909,439Tools Division 1,055,357 -

e. Packing MaterialPaper Division 989,937 670,055Tools Division 44,264 -

f. Stores and Spares 27,422,971 26,893,884g. Fuel 10,713,177 10,361,489

Total Inventories 152,703,977 96,233,913

40


Note No. 3.14 - TRADE RECEIVABLES


a Unsecured, Considered good- Outstanding for a period exceeding six months from the date its due 82,511,316 45,517,006- Others 206,188,574 239,507,439

Total Trade receivables 288,699,891 285,024,445

Note No. 3.15 - CASH AND BANK BALANCESCash and Cash Equivalents

- Balance with Bank 3,648,635 1,536,551- Cash on hand 446,937 1,078,487

Other Bank Balances- Fixed Deposits with maturity of more than 12 months 15,060,040 13,861,516

Total Cash and Bank Balances 19,155,612 16,476,554

Note No. 3.16 - SHORT TERM LOANS AND ADVANCESa. Unsecured, Considered good

- Loans and advances to staff 188,906 200,076- Deposits 236,222 278,271- Loans & Advances to other - -- Advances to Creditors 66,376,689 77,277,839

Total 66801817 77,756,186

Note No. 3.17 - OTHER CURRENT ASSETSa. Others

Preliminary Expense 190,712 -Prepaid Expenses 1,615,082 704,632Accrued FD Interest 681,017 382,853Insurance Claim Receivable - 75,517Deferred Premium ( Forward Contract) 12,735,829 5,584,780Power Trading Receivable 12,416,345 4,759,390

- Balance With Revenue AuthoritiesTDS / TCS Receivable 934,599 934,359Sales Tax (2005-2006) 3,000,000 3,000,000Excise PLA 20,889 14,693Cenvat Unutilised 559,572 -MAT Credit Entitlement 3,028,450Deposit with official liquidator 220,000 220,000

Total 35,402,495 15,676,223

2013-14 2012-13

Note No. 4.1 - REVENUE FROM OPERATIONS INRESPECT OF NON FINANCE COMPANYRevenue from Sale of Products 825,456,624 663,312,845

Total Revenue from Operations 825,456,624 663,312,845

Note No. 4.2 - OTHER INCOMEInterest Income 1,358,687 1810142Miscellaneous Income - 92

Total 1,358,687 1,810,234

41


2013-14 2012-13

Note No. 4.3 - COST OF MATERIALS CONSUMEDIndian Waste Paper ConsumptionOpening Stock 17,762,396 24,758,179Add: Purchases 507,654,262 325,448,438Less: Closing Stock (51,042,163) (17,762,396)

Consumed (A) 474,374,495 332,444,221Imported Waste Paper ConsumptionOpening Stock - -Add: Purchases 4,694,006 9,420,896Less: Closing Stock (1,532,192)

Consumed (B) 3,161,814 9,420,896Colour & Chemical ConsumptionOpening Stock 1,869,523 2,002,151Add: Purchases 26,590,550 21,654,088Less: Closing Stock (3,068,202) (1,869,523)

Consumed (C) 25,391,871 21,786,716Indian Diamond Powder ConsumptionOpening Stock - -Add:Purchases 2,228,919 -Less: Closing Stock (1,362,474) -

Consumed (D) 866,445Imported Diamond Powder ConsumptionOpening Stock - -Add:Purchases 2,861,985 -Less: Closing Stock (2,693,276) -

Consumed (E) 168,709 -Total (A + B + C + D + E) 503,963,334 363,651,833

NOTE NO. 4.4 PURCHASE OF STOCK-IN-TRADEStock-in-Trade - 43,108,831

Total - 43,108,831

NOTE NO. 4.5 - CHANGES IN INVENTORIES OF FINISHED GOODS,WORK-IN-PROGRESS AND STOCK-IN-TRADEOpening Stocks:

Finished Goods 36,909,439 15,709,279Work-in-Progress 1,767,127 2,901,920

Total (A) 38,676,566 18,611,199

Less: Closing Stocks:Finished Goods 51,592,323 36,909,439Work-in-Progress 2,242,997 1,767,127

Total (B) 53,835,320 38,676,566

Total (A-B) (15,158,754) (20,065,367)

(Increase) / Decrease in Excise Duty on Stocks - -

Total (15,158,754) (20,065,367)

NOTE NO. 4.6 - EMPLOYEE BENEFIT EXPENSESSalaries and Wages 19,244,914 15,105,402Contribution to Provident and Other Funds 1,631,683 1,550,103Directors Remuneration 2,820,000 2,645,728Staff Welfare Expenses 2,617,975 1,907,365Gratuity 462,932 674,713Bonus 711,998 707,545

Total 27,489,502 22,590,856

42


2013-14 2012-13

NOTE NO. 4.7 - FINANCE COSTInterest Expenses 33,018,319 29,421,287Bank Charges & Commission 5,327,453 2,848,438Foreign Exchange Fluctuation 12,466 -Premium FCNB 13,068,036 3,156,429

Total 51,426,274 35,426,154

NOTE NO. 4.8 - OTHER EXPENSESConsumption of Stores and Spares

Opening Stock 26,893,884 21,661,315Add:Purchases 9,547,688 12,426,236Less: Closing Stock (27,422,971) (26,893,884)

Consumed 9,018,601 7,193,667

Packaging Materials consumedPaper Division

Opening Stock 670,055 394,626Add:Purchases 10,048,201 9,100,931Less: Closing Stock (989,937) (670,055)

Consumed 9,728,319 8,825,502

Tools DivisionOpening Stock - -Add:Purchases 44,496 -Less: Closing Stock (44,264) -

Consumed 232 -

Fuel ConsumptionOpening Stock 6,811,489 4,408,257Add:Purchases 54,058,330 40,866,485Less: Closing Stock (7,163,177) (6,811,489)

Consumed 53,706,642 38,463,253

Power Charges 82,027,154 72,335,365Labour Charges 5,179,450 4,350,718Carriage Inward 1,599,750 1,312,085Factory Expenses 2,122,194 1,064,266Sludge Handling Charges 813,836 927,204Felt & Wire Consumption 6,515,730 6,601,358

Repairs and Maintenance of :

Buildings 754,795 465,314Plant and Machinery 6,321,126 3,271,813Others 253,003 58,260Discount & Commission 6,706,844 15,482,568Vehicle Expenses 1,086,623 1,032,240Carriage Outward 1,573,053 78AMC Charges 248,118 155,824Lodging & Boarding - Refreshment A/C 223,216 172,551Water Charges 207,800 152,800Insurance 818,873 1,588,246

43


2013-14 2012-13

Rates and Taxes

Sales Tax 2% VAT Reduction 4,999,317 2,308,398Sales Tax A.Y. 2009-2010 - 371,478Service tax 1,289,108 586,664Profession Tax 2,400 2,400Property Tax 42,024 220,061

Payment to AuditorsAs Statutory Auditor 134,832 134,832As Tax Auditor 33,708 33,708For Reimbursement of Expenses 77,978 52,724Legal & Professional Expenses 1,770,215 1,494,009Postage,Telegram, Telefax etc 137,506 116,359Travelling & Conveyance 434,988 253,975Donation 37,000 5,000Prior period items 138,627 269,641Administrative Expenses 399,196 354,264Printing & Stationery 188,962 177,839Office Expense 252,683 221,461AGM Expenses 114,138 9,089Advertisement / Other Selling Expenses 53,372 82,995Penalty 174,987 -Preliminary Expense Written off 190,712 -Miscellaneous Expenses 220,550 78,029

Total 199,597,662 170,226,038

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5. EARNING PER SHARE: 2013-14 2012-13

Net Profit / (Loss) as per P/L A/c. 17,422,931 14,425,925

No. of equity shares outstanding (nos.) 1,24,50,000 1,24,50,000

Basic earnings per share 1.40 1.16

Diluted earning per share 1.40 1.16

6. CONTINGENT LIABILITIES AND COMMITMENTS

(In ̀ )

PARTICULARS 2013-14 2012-13

(I) Contingent Liabilities

(A) Claims against the company/ disputed liabilities not

acknowledged as debts.

(i) Sales Tax 12,689,571 1,13,96,003

(ii) Income Tax 153,510 -

(B) Guarantees

(i) Performance Guarantees 15,417,300 11,100,000

(II) Capital Commitments

(a) Estimated amount of contracts remaining to be executed on

Capital Account and not provided for (net of advances) 196,128,000 67,766,305

7 EMPLOYEE BENEFITS:

The principal actuarial valuation assumptions used as at the balance sheet date are as under:

1) Valuation Date : 1st March, 2014

2) Valuation Method : Projected Unit Credit Method

3) Mortality Rate : LIC (1994-96) Ultimate

4) Withdrawal Rate : 1% to 3% depending on age

5) Discount Rate : 8% p.a.

6) Salary Escalation : 7%

8 DETAILS OF AUDITORS’ REMUNERATION:

Payments to Statutory Auditor: 2013-14 2012-13` `

As Auditors:

For Audit Fees 134,832 134,832

For Other Services 33,708 33,708

For Reimbursement of Expenses 77,978 52,724

Total 246,518 221,264

9. RAW MATERIALS CONSUMED

Paper Division

Indian Waste Paper Consumption 474,374,495 332,444,221

Imported Waste Paper Consumption 3,161,814 9,420,896

Colour & Chemical Consumption 25,391,871 21,786,716

Tools Division

Indian Diamond Powder Consumption 866,445 -

Imported Diamond Powder Consumption 168,709 -

Total ` 503,963,334 363,651,833

45


2013-14 2012-13` `

FINISHED STOCK AND TURNOVER

Paper Divison

Manufactured goods

Sales Value 825,190,624 618,272,573

Opening Stock 36,909,439 15,709,279

Closing Stock 50,536,967 36,909,439

Traded Goods

Sales Value - 4,50,40,272

Opening Stock NIL NIL

Closing Stock NIL NIL

Tools Division

Manufactured Goods

Sales value 266,000 -

Opening Stock - -

Closing Stock 1,055,357 -

STOCK OF WORK-IN-PROGRESS

Work In Progress 2,242,997 1,767,127

Total 2,242,997 1,767,127

10. VALUE OF IMPORTED AND INDIGENIOUS RAW MATERIALS AND SPARES CONSUMED ANDPERCENTAGE OF EACH TO TOTAL CONSUMPTION:

PARTICULARS 2013-14 2012-13

` % to total ` % to total

Paper Division

Raw Materials:

Imported 3,161,814 0.63% 9,420,896 2.59%

Indigenous (including value of 499,766,366 99.37% 354,230,937 97.41%consumption of imported rawmaterials purchased throughindigenous sources)

Total 502,928,180 100.00% 363,651,833 100.00%

Tools Division

Raw Materials :

Imported 168,709 16.30% - -

Indigenous(including value of 866,445 83.70% - -consumption of imported rawmaterials purchased throughindigenous sources)

Total 1,035,154 100.00% - -

Stores and spares:

Imported 696,308 7.72% 1,568,244 11.37%

Indigenous 8,322,294 92.28% 12,226,781 88.63%

Total 9,018,601 100.00% 13,795,025 100.00%

46


2013-14 2012-13` `

11. FOREIGN CURRENCY TRANSACTIONSI) Value of imports on CIF basis

Raw Materials - Waste Paper 4,694,006 9,420,896Raw material - Diamond Powder 2,861,985 -Stores and Spares 679,423 1,665,491Capital Goods 5,074,227 1,906,346

12. Foreign exchange loss (net) of ` 12,466/- (Previous year NIL) has been included in respective headsof the Statement of Profit and Loss.

13. SEGMENT REPORTING

Information about Primary segment (by business segment)

Manufacturing of Paper

Manufacturing of Tools

The Company’s business segments are organized around product lines which have been identifiedtaking into account the nature of products, the different risks and returns the organizational structureand internal reporting systems.

Segment revenue, segment results, segment assets and segment liabilities include the respectiveamount identifiable to each of the segment as also the amount allocated on reasonable basis. Theincomes which are not directly relatable to the business segment are shown as unallocable income.

BUSINESS SEGMENT

PARTICULARS Paper Tools Total

Segment Revenue 823,718,198 266,000 823,984,198(661,641,624) - (661,641,624)

Segment Expenses 797,814,632 308,112 798,122,744(641,088,084) - (641,088,084)

Segment Results Before & Unallocable Cost 25,903,566 (42,112) 25,861,454(20,553,540) - (20,553,540)

Add : Unallocable Income 1,358,687(1,810,234)

Profit Before Tax 27,220,140(22,363,774)

Taxes 9,797,210(7,937,849)

Profit After Tax 17,422,931(14,425,925)

OTHER INFORMATION:

Segment Assets 908,057,185 30,437,881 938,495,066(761,932,610) (23,204,039) (785,136,649)

Segment Liabilities 938,097,904 397,162 938,495,066(779,983,446) (5,153,203) (785,136,649)

Capital Expenditure 114,727,401 22,076,625 136,804,026(26,498,952) - (26,498,952)

Depreciation 30,702,512 102,215 30,804,727(26,149,738) - (26,149,738)

Note :- Capital Expenditure of 2,20,76,625/- is by way of transfer from Capital WIP to Plant &`

Machinery and Furniture in respect of Tools Division.

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14. RELATED PARTY DISCLOSURE

List of Related Parties : Particulars

Subsidiaries /Associates NIL

Key Management Personnel 1) Prakash R. Vora

2) Udayan D. Velvan

Enterprise in which key management personnel, 1) Kankavati Investment Pvt. Ltd.

and their relatives have significant influence 2) Om Technology

Relative of key management personnel. 1) Hemali Vora

2) Parth Velvan

Particulars Subsidiaries / Enterprise in Key TotalAssociates which Management

management personnelpersonnel and and theirrelatives have relative

significantinflueance

Transaction for the year endedst31 March 2014.

1 Loan Received - 44,440,000 1,000,000 45,440,000- (54,400,000) (6,960,000) (61,360,000)

2 Loan Received Outstanding - 40,000,000 700,000 40,700,000- (38,070,000) (11,085,463) (49,155,463)

3 Salary - - 849,532 849,532- - (679,194) (679,194)

4 Director Remuneration - - 2,820,000 2,820,000- - (2,645,728) (2,645,728)

Note:Related Parties Relationship is as identified by the company and relied upon by the auditors.Figures in the brackets represent previous year figures.

15. There are no leases in the year under consideration.

16 In the year under consideration the Company has purchased power units online for self consumption,the credit of these units has been given by GEB . Power and Fuel Expenses are arrived after consideringthe net surplus of credit received from GEB and online purchase of units of ` 2,92,76,724/- (P.Y `1,52,92,352/-), received from GEB for the above units.

17 The balance confirmations have been sent to Sundry Debtors, Creditors, Deposits and Loans &Advances Parties, due adjustment if any shall be done on receipt of the confirmation. Management isconfident of receiving all the sums due. The provisions for all known liabilities and for depreciation isadequate and not in excess of the amounts reasonably necessary.

18 In the opinion of the board the current assets, loans and advances are approximately of the valuesstated in the Balance Sheet, realized in the ordinary course of business.

19 In the absence of declaration from sundry creditors / suppliers with regard to their status as SSIUndertaking wherever appropriate, it is not possible to determine the amount, payable to sundrycreditors falling within the meaning of SSI Undertaking.

20 Disclosure under Micro, Small and Medium Enterprises development Act, 2006. The Company hasnot received any memorandum (as required to be filed by the suppliers with notified authority under theMicro, Small and Medium Enterprises development Act, 2006) claiming their status as micro, small andmedium enterprises. Consequently the amount paid/payable to these parties during the period underreview is NIL.

48







21 Premium on forward contract are considered as expense in proportion to the life of the term loan, Thusout of the total forward premium of incurred ` 2,02,19,085/- (P.Y. 87,41,208/-) the premium written offand included in other borrowing cost is ` 1,30,68,036/- (P.Y. 31,56,429/-).

22 Previous Year Figures have been regrouped & reclassified/rearranged wherever necessary.

49


SHREE RAJESHWARANAND PAPER MILLS LIMITED[CIN: L21093GJ1991PLC057244]

Registered Office: Village: Govali, Bharuch – Jhagadia Road,Tal: Jhagadia, Dist: Bharuch, Gujarat- 392 022

FORM MGT-11PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 andRule 19(3) of the Companies (Management and Administration) Rules, 2014)]

Name of the member (s):

Registered Address:

Email Id:

Folio No./ DPID-Client ID:

I/We, being the member (s) of …...........................……. Shares of the above named Company, hereby appoint:

1. Name: ……………………………............................ Address: ..............……………....................…….....................

Email Id: ……………...........................................…………. Signature: ….........................………… or failing him

2. Name: ……………………………............................ Address: ..................................................................................

Email Id: ………………...........................................…………. Signature: …..................……………..................……

rdas my/ our proxy to attend and vote (on a poll) for me as me/us and on my/ our behalf at the 23 AnnualthGeneral Meeting of the Company, to be held on Saturday, the 20 September, 2014 at 1.00 p.m. at the

Registered Office of the Company at Village: Govali, Bharuch – Jhagadia Road, Tal: Jhagadia, Dist: Bharuch,Gujarat- 392 022 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution Resolution OptionalNo. For Against

Ordinary Business

1 stAdoption of audited Balance Sheet as at 31 March, 2014, and the Statement ofProfit and Loss for the year ended on that date together with the Reports of theBoard of Directors and the Auditors thereon.

2 Re-Appointment of Mr. Udayan D. Velvan, liable to retire by rotation and beingeligible, offers himself for re-appointment

3 Appointment of Statutory Auditors of the Company

Special Business

4 Appointment of Mr. Ashok Gosavi as an Independent Director of the Company

5 Appointment of Mr. Amrish R. Patel as an Independent Director of the Company.

6 Appointment of Mr. Ashok Kumar V. Shah as an Independent Director of the Company.

7 Special Resolution for Borrowing Limit under Section 180(1)(c) of the CompaniesAct, 2013

8 Special Resolution for creation of charge/mortgage under Section 180(1)(a) of theCompanies Act, 2013

9 Special Resolution for appointment of Mr. Shripal P. Vora to hold office or place ofprofit under Section 188 of the Companies Act, 2013

Signed this .................................. day of .................................................. 2014

Signature of Shareholder ..................................................................................

Signature of Proxy holder(s) (1) ................................ (2) .................................

Note: This form of proxy in order to be effective should be duly completed and deposited at the RegisteredOffice of the Company, not less than 48 hours before the commencement of the Meeting.

AffixRevenue

Stamphere

SHREE RAJESHWARANAND PAPER MILLS LIMITED[CIN: L21093GJ1991PLC057244]

Registered Office: Village: Govali, Bharuch – Jhagadia Road,Tal: Jhagadia, Dist: Bharuch, Gujarat- 392 022

FORM MGT-12BALLOT FORM

(TO BE USED BY SHAREHOLDERS PERSONALLY PRESENT/THROUGH PROXY AT THE MEETINGAND HAVE NOT OPTED FOR E-VOTING)

1 Name and Address of the Sole/Firstnamed Shareholder

2 Name(s) of the Joint Holder(s) (if any)

3 Registered Folio No./ DPID-Client ID

4 Number of Shares(s) held

5 I/We hereby exercise my/our assent or dissent by way of vote(s) at the time of my/our personalpresence/through proxy at the General Meeting in respect of the Ordinary & Special resolutions set

rd thout in the Notice of 23 Annual General Meeting (AGM) of the Company held on Saturday, the 20September, 2014, by placing the tick (✔) mark at the appropriate box below:

Resolution Resolutions No. of (FOR) (AGAINST)No. Shares I/We assent I/We

to the dissentresolution the resolution

Ordinary Business

1 stAdoption of audited Balance Sheet as at 31 March, 2014,and the Statement of Profit and Loss for the year ended onthat date together with the Reports of the Board of Directorsand the Auditors thereon.

2 Re-Appointment of Mr. Udayan D. Velvan, liable to retireby rotation and being eligible, offers himself for re-appointment

3 Appointment of Statutory Auditors of the Company

Special Business

4 Appointment of Mr. Ashok Gosavi as an IndependentDirector of the Company

5 Appointment of Mr. Amrish R. Patel as an IndependentDirector of the Company

6 Appointment of Mr. Ashok Kumar V. Shah as an IndependentDirector of the Company

7 Special Resolution for Borrowing Limit under Section180(1)(c) of the Companies Act, 2013

8 Special Resolution for creation of charge/mortgage underSection 180(1)(a) of the Companies Act, 2013

9 Special Resolution for appointment of Mr. Shripal P. Vorato hold office or place of profit under Section 188 of theCompanies Act, 2013

Place:

Date: (Signature of the Shareholder/Proxy)

rdNote: This Ballot is to be used for exercising voting at the time of 23 Annual General Meeting to bethheld on Saturday, the 20 September, 2014 by shareholders/proxy. Duly filled in and signed ballot form

should be dropped in the Ballot box kept at the venue of AGM.

If undelivered, please return toShree Rajeshwaranand Paper Mills LimitedRegistered Office:Village : Govali, Bharuch - Jhagadia Road,Tal : Jhagadia, Dist : Bharuch,Gujarat - 392 022

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