Ram Minerals and Chemicals Limited
Your Directors are pleased to present their 7th Annual Report on thebusiness operations and financial performance together with Audited Financial Statementfor the financial year ended 31st March 2018.
1. OVERALL REVIEW
The Financial Year 2017-18 has been a satisfying year. During the year under reviewthe Company has recorded a Profit of Rs. 210116/-. The Company is always endeavor toexplore new avenues for business opportunities and wishes to enter into new era ofsuccess. The Company is trying its best to keep its expenses in check in spite ofinflationary trends and to revive its business. Barring unforeseen circumstances weexpect better performance in the upcoming years.
Presently the Company is engaged in the business of trading in rice food products andwooden metal plastic etc. gift items like corporate mementos etc. and moreover theCompany also looking up for new avenue of business to explore the latent offer by thissector and maximize value for its shareholders.
In order to create sustained shareholder values the Company is scheduling towards there-orientation of its products and services portfolio. The Company constantly proposes toattain the cost leadership in market and to maintain its tight control on capital andoperating cost in these areas as the Company focuses more on its value creation throughnew ventures and service offerings.
The Company always tries to endure its best to the Society members including itsshareholders. So always look forward for novel and enhanced avenues that can affordutmost payback to its supporters. However as per universal rule we couldn't expect forthe high returns in short-run but we can promise the same in long-term and for this wealways grateful to our shareholders and other believers.
2. FINANCIAL RESULTS
The Company's financial results for the financial year ended on the 31stMarch 2018 are as under:
|Particulars || |
For the year ended on
| ||31st March 2018 ||31st March 2017 |
| ||(Rs.) ||(Rs.) |
|Revenue from Operations ||58850750.00 ||329895820.00 |
|Add: Other Income ||4438990.00 ||3592821.00 |
|Total Revenue (I) ||63289740.00 ||333488641.00 |
|Total Expenses (II) ||62993288.00 ||332492107.00 |
|Profit/ (Loss) Before Tax (I-II) ||296452.00 ||996534.00 |
|Less: (a) Exceptional Items ||- ||- |
|(b) Extraordinary Items ||- ||- |
|(c) Tax Expenses (Current Tax) ||(86336.00) ||(307930.00) |
|Profit/(Loss) from the period from continuing operations || || |
|Add: Previous Year Tax Adjustment || || |
|Profit/(Loss) for the period ||210116.00 ||688604.00 |
|Profit/( Loss) After Tax ||210116.00 ||688604.00 |
|Profit/ (Loss) brought forward from previous year(s) ||2835704.00 ||2147100.00 |
|Balance carried to the Balance Sheet ||3045820.00 ||2835704.00 |
3. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND AS ON THE DATE OF THE REPORT
During the year the Company was not comes out with any material changes and commitmentif any affecting the financial position of the Company occurred between the end of thefinancial year to which this financial statement relates and as on the date of the report.
4. VIGIL MECHANISM
The Vigil Mechanism of the Company pursuant to the provisions of Section 177(9) &(10) of the Companies Act 2013 which also incorporates a whistle blower policy includesan Ethics & Compliance Task Force comprising senior executives of the Company.Protected disclosures can be made by a whistle blower through an e-mail or dedicatedtelephone line or a letter to the Task Force or to the Chairman of the Audit Committee.
5. PARTICULARS OF REMUNERATION
The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014
i. the ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2017-18:
Presently the Company has not been paying any remuneration to any Director so noascertainment required.
ii. the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2017-18:
Presently the Company has not been paying any remuneration to any Director; thereforeincrease in remuneration of Director is not ascertainable.
There were no change in the remuneration of Ms. Pal la vi Mehra Company Secretaryduring the financial year ended on 31st March 2018.
iii. the percentage increase in the median remuneration of employees in the financialyear 2017-18: No such increase.
iv. the number of permanent employees on the rolls of company: 5
v. the explanation on the relationship between average increase in remuneration andcompany performance:
During the year there were no increase in the salary of any staff member. Theremuneration paid by the Company was Rs. 1244000/- as remuneration to employees ascompared to Rs. 1259500/- in the previous year. However the performance of the Companyhas been satisfactory. The Company always endear the grooming of Company and its employeesas well.
vi. comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:
The Remuneration is being paid in the capacity of Key Managerial personnel only to Ms.Pallavi Mehra Company Secretary of the Company in the financial year 2017-18 andCompliance Officer of the Company hence only her remuneration (performance) paid can becompared to the amount of penalty against any non-compliance or any late compliance madeby the Company due to any negligence on her part not otherwise.
vii. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer the
variations in the net worth of the Company as at the close of the current financialyear and previous financial year:
|Particulars ||Unit ||As at March 31 2018 ||As at March 31 2017 ||Variation |
|Rs. (Per Lac) ||12512.03 ||42536.81 ||(30024.78) |
|Price Earnings Ratio ||Rs. ||608 ||6079 ||(54710.00) |
The Company has not come out with any public offer* in last financial year hence novariation details has been made thereto.
*Bonus Issue not included in Public Offer definition.
viii. Average percentile increased already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
During the financial year there was no managerial remuneration paid. Further thesalary paid to employees have not been increased. (Refer attached financial statement)
ix. comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company:
The Remuneration is being paid in the capacity of Key Managerial personnel only to Ms.Pallavi Mehra Company Secretary of the Company in the financial year 2017-18. (Thestatement about this point has already been clarified earlier.)
x. the key parameters for any variable component of remuneration availed by theDirectors:
As there were no remuneration to the Directors therefore the key parameters for thevariable component of remuneration were unascertainable.
xi. the ratio of remuneration of the highest paid Director to that of the employees whoare not Directors but receivable remuneration in excess of the highest paid directorduring the year: As there were no remuneration paid to the Directors therefore the ratioof remuneration of the highest paid Director to that of the employees who are notDirectors but receivable remuneration in excess of the highest paid director during theyear is not ascertainable.
xii. Affirmation that the remuneration is as per the remuneration policy of theCompany:
It is hereby affirmed that the remuneration if any paid is as per the Nomination andRemuneration Policy of the Company.
During the year no employee of the Company was in receipt of remuneration as per therequirement of Rule 5(2) of Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 therefore no statement made thereto.
The Management believes that the profits earned during the financial year must beretained and redeployed for the operations of the Company. As the Company needs furtherfunds to enhance its business operations upgrade the efficiency and to meet out thedeficiencies in working capital the Directors do not recommend any dividend on EquityShares for the financial year 2017-18.
7. RISK MANAGEMENT
The Company does not have any formal Risk Management Policy as the elements of riskthreatening the Company are very minimal. Hence no such committee meeting constituted.
8. POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITYINITIATIVES
The Company does not have developed and implemented any corporate social responsibilityinitiatives as the said provisions are not applicable to the Company.
9.SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
The Company has no subsidiaries associates and joint venture companies.
The Company had neither invited nor accepted any deposits from the public within themeaning of the Companies (Acceptance of Deposits) Rules 2014 during the financial yearunder review.
11. DECLARATION BY INDEPENDENT DIRECTORS
Mr. Amit Kumar Singh Mr. Alok Ray and Mrs. Upender Kaur Sodhi Independent Directorsof the Company have submitted their disclosures to the Board that they fulfill all therequirements as stipulated in Section 149(6) of the Companies Act 2013 read with relevantrules thereto.
12. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company's policy relating to appointment of Directors payment of Managerialremuneration. Directors' qualification positive attributes independence of Directors andother related matters has been devised as per the provisions given under Section 178(3) ofCompanies Act 2013.
However the Company has constituted its Nomination and Remuneration Committee as perthe provisions of Section 178(1) of Companies Act 2013 for aforesaid rationale.
13. FUNDS TRANSFER TO RESERVES
During the period the Company has not transferred any sum to the Reserves of theCompany in pursuance of Section 217(l)(b) of the Companies Act 1956 and Section 134(3)(j)of the Companies Act 2013.
14. LOANS GUARANTEES OR INVESTMENTS
During the financial year the details relating to loans guarantee or investmentthereto in pursuance of Section 186 of the Companies Act 2013 and the Rule thereto havealready been declared in the Financial Statement of the Company annexed as Annexure -4.
15. RELATED PARTY TRANSACTIONS
In pursuance of Section 134(3)(h) during the financial year the Company have notentered into any contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013.
16. CHANGE IN SHARE CAPITAL
During the financial year ended on 31st March 2018 there were no changesin share capital (Authorized Share Capital) of the Company. However the paid-up sharecapital has been enhanced to 205790100 equity shares of Re. 1/- each from 41158020equity shares of Re. 1/- each as per the allotment of Bonus shares in the ratio of 4:1 on27/04/2017.
The Board recommends to ratify the re-appointment of M/s GAMS & Associates(Formerly known as Singla and Associates) Chartered Accountants New Delhi asStatutory Auditor of the Company at the ensuing Annual General Meeting to hold officefrom the conclusion of this Annual General Meeting (AGM) until the conclusion of the 9thAnnual General Meeting to be held in the year 2020 subject to ratification by the membersin every Annual General Meeting of the Company held after this AGM in pursuance of Section139 of the Companies Act 2013.
The Company has received a confirmation from the proposed Auditors to the effect thattheir appointment if made would be within the limits prescribed under Section 141(3) ofthe Companies Act 2013.
18. AUDITOR'S REPORT
The Auditor's Report is appended with the Audited Accounts of the Company as Annexure- 4. The observations made in the report are self-explanatory and require no furtherclarification.
19. MEETING OF BOARD
The Board meets at its regular intervals to discuss and decide on Company/businesspolicy and strategy apart from other Board business. More of the time the Board/CommitteeMeetings are pre-scheduled and a tentative annual calendar of the Board and CommitteeMeetings is circulated to the Directors in advance to facilitate them to plan theirschedule and to ensure meaningful participation in the meetings.
However in case of a special and urgent business need the Board's approval is takenby passing Resolutions through circulation (if required) as permitted by law which areconfirmed in the subsequent Board meeting.
The notice of Board meeting is given well in advance to all the Directors. The Agendaof the Board/Committee meetings is circulated at least a week prior to the date of themeeting. The Agenda for the Board and Committee meetings includes detailed notes on theitems to be discussed at the meeting to enable the Directors to take an informed decision.The Board met 16 (Sixteen) Times in financial year 2017-18 viz. 06.04.2017 20.04.201727.04.2017 30.05.2017 02.06.2017 20.06.2017 12.08.2017 28.08.2017 04.09.201713.09.2017 01.10.2017 13.11.2017 18.12.2017 13.02.2018 22.03.2018 and 31.03.2018. Themaximum interval between any two meetings did not exceed 120 days.
20. COMMITTEES OF THE BOARD:
During the year the Committees meet on regular interval to discuss and decide onrecurring business policy and strategy apart from other Board business.
The Company constituted its Audit Committee Investor's/Shareholder's GrievanceCommittee and Nomination & Remuneration Committee as per the requirements of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and the Companies Act2013. The Share Transfer Committee and Committee of Independent Directors also constitutedin terms of Board from time to time. Signed minutes of the Committee meetings are placedin the Board Meetings for information of the Board.
The present composition of these Committees have been provided as follows:
|S. No. ||Committees ||Composition |
|a. ||Audit Committee ||* Mr. Amit Kumar Singh |
| || ||* Mr. Akash |
| || ||* Mr. Alok Ray |
|b. ||Nomination & Remuneration Committee ||* Mr. Amit Kumar Singh |
| || ||* Mr. Sunny Kumar |
| || ||* Mr. Alok Ray |
|c. ||Stakeholders Grievance Committee ||* Mr. Amit Kumar Singh |
| || ||* Mr. Akash |
| || ||* Mr. Alok Ray |
|d. ||Share Transfer Committee ||* Mr. Amit Kumar Singh |
| || ||* Mr. Akash |
| || ||* Mr. Alok Ray |
21. EXTRAORDINARY GENERAL MEETING
No Extra-ordinary General Meeting was held during the year.
22. INTERNAL CONTROL SYSTEM
The Company has an adequate system of internal control covering all financial andoperating functions. These controls have been designed to provide a reasonable assurancewith regard to maintenance of proper accounting controls monitoring of operationsprotecting assets from unauthorized use or losses compliances with regulations and forensuring reliability of financial reporting.
During the period under review Mr. Vikash Rana (DIN: 05181168) has been resigned fromthe Directorship and from the post Managing Director of Company with effect from 31stMarch 2018 and at the same time he was appointed as CFO of the Company. Mr. Mahesh(DIN:07587314) has been resigned as CFO on 31st March 2018 but continued asDirector.
Mr. Sunny Kumar (DIN: 07981750) Mr. Akash (DIN: 07440312) and Mr. Alok Ray (DIN:07534607) have been appointed as additional director of the Company with effect from15.11.2017 28.08.2018 and 28.08.2018 respectively.
Mr. Vinit (DIN: 07651801) and Mr. Mahesh (DIN: 07587314) have been resigned fromdirectorship of the Company on 28th August 2018. The Board appreciates thecontribution made by him during his tenure as Director of the Company.
The present composition of Board is as follows:
|S. No. ||Name of the Director ||DIN ||Designation ||Date of Appointment |
|1. ||Mr. Amit Kumar Singh ||06903719 ||Director ||July 11th 2014 |
|2. ||Mrs. Upender Kaur Sodhi ||07107427 ||Director ||February 27th 2015 |
|3. ||Mr. Sunny Kumar ||07981750 ||Additional Director ||November 15th 2017 |
|4. ||Mr. Alok Ray ||07534607 ||Additional Director ||August 28th 2018 |
|5. ||Mr. Akash ||07440312 ||Additional Director ||August 28th 2018 |
None of the Directors of the Company are disqualified under the provision of Section164 of the Companies Act 2013 as applicable on the date of this Directors' Report.
24. APPOINTMENT OF INTERNAL AUDITOR
The Company in pursuant to the requirement of Section 138 of the Companies Act 2013and the Companies (Account) Rules 2014 or any other provision thereto has appointed Mr.Saurabh Agrawal Chartered Accountant as an Internal Auditor of the Company with effectfrom 30th April 2015 to perform all such acts or duties required to beperformed by Internal Auditor.
*The same detail has already been given in our last report.
25. APPOINTMENT OF COMPANY SECRETARY
The Company has appointed Ms. Pallavi Mehra a Member of the Institute of CompanySecretaries of India as Company Secretary and Compliance Officer with effect from 30thMay 2015.
*The same detail has already been given in our last report.
26. APPOINTMENT OF CHIEF FINANCIAL OFFICER (CFO)
Pursuant to Section 203 of the Companies Act 2013 read with Rule 8 of the Companies(Appointment and Remuneration) Rules 2014 the Board at its meeting held on 31stMarch 2018 has appointed Mr. Vikash Rana (Former Managing Director) as the ChiefFinancial Officer (CFO) and Key Managerial Personnel (KMP) of the Company afterresignation of Mr. Mahesh from the same post on the same day.
27. APPOINTMENT OF COST AUDITOR
In view of the Companies (Cost Records and Audit) Rules 2014 Cost Audit is notapplicable to your company.
28. LISTING COMPLIANCES
Your Directors are pleased to inform you that during the year under review allcompliances related to listing with the BSE Ltd. have been duly complied.
29. CORPORATE GOVERNANCE REPORT
During the financial year ended on 31st March 2018 pursuant to therequirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015w.e.f. December 1 2015 the Company has submitted its Corporate Governance Report underthe said compliance. In this respect the Corporate Governance Report for the year endedhas been appended as Annexure-2.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report is prepared in accordance with therequirements of Regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 w.e.f. December 1 2015 has been submitted its ManagementDiscussion & Analysis Report for the financial year ended on 31st March 2018appended with this report as Annexure -1.
31. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION ORADVERSE REMARK OR DISCLAIMER MADE BY STATUTORY AUDITORS AND PRACTISING COMPANY SECRETARYIN THEIR REPORTS
There were no qualifications reservations or adverse remarks made by our StatutoryAuditors and Secretarial Auditor in their report. Further the said reports areself-explanatory so no more explanation required thereto.
32. EXTRACT OF ANNUAL RETURN
As required pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return inprescribed form MGT 9 is attached as Annexure - 3.
33. DIRECTORS RESPONSIBILITY STATEMENT
The Financial Statements are prepared under the historical cost convention followingthe Going Concern Concept and on Accrual Basis Concept of accounting in conformity withthe Indian Accounting Standards (IND AS) and comply with the Accounting Standards referredto in Section 211(3C) of the Companies Act 1956 and Section 133 of Companies Act 2013.
The Board accepts responsibility for the integrity and objectivity of these financialstatements. The Board of Directors has taken sufficient care to maintain adequateaccounting records in accordance with the provisions of the Companies Act 1956 (to theextent applicable) and the Companies Act 2013 (to the extent notified) to safeguard theassets of the Company and to prevent and detect fraud and other irregularities.
Pursuant to the provisions contained in Section 217(2AA) of the Companies Act 1956your Directors based on the representation received from the Operating Management andafter due enquiry confirm:
1. That in the preparation of the accounts for the financial year ended 31stMarch 2018 the Indian Accounting Standards have been followed along with properexplanation relating to material departures.
2. That the selected accounting policies were applied consistently and theDirectors made judgments and estimates that were reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of financial year andof the profit of the Company for that period.
3. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 andCompanies Act 2013 (to the extent notified) for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities.
4. That the Directors have prepared the accounts for the financial year ended 31stMarch 2018 on a going concern basis.
5. That the proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
6. That the Directors had adopted proper system to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
34. SECRETARIAL AUDIT REPORT
As per the requirement of Section 204 read with Section 134(3) of the Companies Act2013 and Rule 9 of Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 the Company has obtained a certificate from Mr. Mohit Singhal of M/s MohitSinghal and Associates Company Secretaries for the financial year ended March 31st2018 that the Company has complied with all provision of Companies Act 2013. The clausesreferred of the aforesaid report appended as Annexure -5 areself-explanatory and therefore do not call for any further comments.
35. PARTICULARS OF EMPLOYEES
During the year under review no employee is covered as per Rules 5(2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thereforeany statement that is required to be given showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules are notapplicable.
36. INFORMATION REQUIRED UNDER SECTION 217(1) (E) OF COMPANIES ACT REGARDINGCONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company did not have any activity related to conservation of energy technologyabsorption. There were neither foreign exchange earnings nor outgo during the period underreview.
37. FORMAL ANNUAL EVALUATION OF THE BOARD
The Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and Compliance Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
38. CODE OF CONDUCT AND ETHICS
The Board of directors of the Company has adopted a Code of Conduct and Ethics for theDirectors and Senior Executives of the Company. The object of the Code is to conduct thecompany's business ethically and with responsibility integrity fairness transparencyand honesty. The Code sets out a broad policy for one's conduct in dealing with theCompany fellow directors and with the environment in which the Company operates. The codeis available on the Company's website.
The Board wishes to express their sincere gratitude for the continued co-operationencouragement and support extended by the shareholders and Bankers of the Company. TheBoard also wishes to express their deep appreciation of the dedication services of theofficers staff and workers of the Company who have contributed in the performance and theCompany's inherent strength.
| || |
By the Order of the Board
| || |
For Ram Minerals and Chemicals Limited
| ||Sd/- ||Sd/- |
| ||Amit Kumar Singh ||Akash |
| ||(Director) ||(Additional Director) |
| ||DIN:06903719 ||DIN: 07440312 |
|Date: 28th August 2018 || || |
|Place: Delhi || || |