Ram Minerals and Chemicals Limited
Your Directors are pleased to present their 8th Annual Report on thebusiness operations and financial performance together with Audited Financial Statementfor the financial year ended 31st March 2019.
1. OVERALL REVIEW
During the year under review the Company has recorded a Loss of Rs. 193222/-. TheCompany is always endeavor to explore new avenues for business opportunities and wishes toenter into new era of success. The Company is trying its best to keep its expenses incheck in spite of inflationary trends and to revive its business. Barring unforeseencircumstances we expect better performance in the upcoming years.
Presently the Company is engaged in the business of trading in rice food products andwooden metal plastic etc. and moreover the Company also looking up for new avenue ofbusiness to explore the latent offer by this sector and maximize value for itsshareholders.
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 2019 are as under:
|Particulars ||For the year ended on |
| ||31st March 2019 (Rs.) ||31st March 2018 (Rs.) |
|Revenue from Operations ||0 ||58850750.00 |
|Add: Other Income ||1561114.00 ||4438990.00 |
|Total Revenue (I) ||1561114.00 ||63289740.00 |
|Total Expenses (II) ||1660229.00 ||62993288.00 |
|Profit/ (Loss) Before Tax (I - II) ||(99115) ||296452.00 |
|Less: (a) Exceptional Items ||- ||- |
|(b) Extraordinary Items ||- ||- |
|(c) Tax Expenses (Current Tax) ||94107 ||(86336.00) |
|Profit/(Loss) for the period ||(193222) ||210116.00 |
|Profit/(Loss) After Tax ||(193222) ||210116.00 |
|Profit/ (Loss) brought forward from previous year(s) ||28673779.00 ||2835704.00 |
|Balance carried to the Balance Sheet ||28482396.00 ||3045820.00 |
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 2018-19:
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 year 2018-19:
Presently the Company has not been paying any remuneration to any Director; thereforeincrease in remuneration of Director is not ascertainable.
iii. the percentage increase in the median remuneration of employees in the financialyear 2018-19: No such increase.
iv. the number of permanent employees on the rolls of company: 2
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. The Companyalways endear the grooming of Company and its employees as 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 2018-19 upto 13thFeb 2019 without any increment as compare to her last remuneration hence only herremuneration (performance) paid can be compared to the amount of penalty against anynon-compliance or any late compliance made by the Company due to any negligence on herpart not otherwise. vii. Variations in the market capitalisation of the Company priceearnings ratio as at the closing date of the current financial year and previous financialyear and percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last publicoffer the variations in the net worth of the Company as at the close of the currentfinancial year and previous financial year:
|Market Capitalization ||Rs. (Per Lac) ||12512.03 ||1605.16 ||(-10906.87) |
|Price Earnings Ratio ||Rs. ||608 ||0.00 ||(-608) |
The Company has not come out with any public offer* in last financial year hence novariation details has been made thereto.
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 had been decreased. (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 2018-19. (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.
No Dividend was declared for the current financial year due to loss incurred by theCompany.
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
In pursuance of SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated September 15 2014Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 shall be applicable on those companies having paid up equity share capital exceedingRs.10 crore and Net Worth exceeding Rs.25 crore as on the last day of the previousfinancial year. The paid up share capital and net worth of your company do not qualify forapplicability of Regulations of SEBI disclosure requirement. Therefore separate Report ofCorporate Governance is not attached herewith.
In spite of above said SEBI circular Your Company adopts best practices for corporategovernance disclosure standard and enhanced shareholder value while protecting theinterest of all other stakeholders including clients its employee. This has enabled yourCompany to earn the trust and goodwill of its investors business partners employees andthe communities in which it operates. Your directors believe that Company profitabilitymust go hand in hand with a sense of responsibility towards all stakeholders employee andcommunities.
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
All Independent Directors have given declarations under section 149(7) that they meetthe criteria of Independence as laid down under section 149(6) of the Companies Act 2013and rules made there under to be read with SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015.
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
The Board proposes no amount to transfer to the reserves as the company is runningunder loss
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 2019 there were no changesin share capital (Authorized Share Capital as well as Paid up share capital) of theCompany.
The Board recommends to Appoint M/s S. Agarwal & Co. Chartered Accountants NewDelhi as Statutory Auditor of the Company at the ensuing Annual General Meeting to holdoffice from the conclusion of this Annual General Meeting (AGM) until the conclusion ofthe next five consecutive Annual General Meeting to be held subject to approval of themembers in Annual General Meeting of the Company in pursuance of Section 139 of theCompanies 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
During the year under review five Board Meetings four Audit Committee Meetings fiveNomination & Remuneration Committee Meetings one Stakeholders' Relationship CommitteeMeetings one Internal Compliant Committee Meetings and one Vigil Mechanism Committee wereconvened and held. All the Meetings including Committee Meetings were duly held andconvened and the intervening gap between two consecutive meetings was within the periodprescribed under the Companies Act 2013 to be read with the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015.
No. of Board Meeting held during the year:
|S. No. ||Date |
|1 ||30.05.2018 |
|2 ||14.08.2018 |
|3 ||28.08.2018 |
|4 ||01.10.2018 |
|5 ||14.11.2018 |
|6 ||13.02.2019 |
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.
The present composition of these Committees have been provided as follows:
|Committees ||Composition |
|a. Audit Committee ||Mr. Suresh Aggarwal Kumar |
| ||Mrs. Rakhi Upadhyay |
| ||Mr. Inus Shaikh Irshad |
|b. Nomination & Remuneration Committee ||Mrs. Rakhi Upadhyay |
| ||Mr. Inus Shaikh Irshad |
| ||Mr. Ketan Shivajirao Mulay |
|c. Stakeholders Grievance Committee ||Mrs. Rakhi Upadhyay |
| ||Mr. Inus Shaikh Irshad |
| ||Mr. Ketan Shivajirao Mulay |
|d. Share Transfer Committee ||Mrs. Rakhi Upadhyay |
| ||Mr. Inus Shaikh Irshad |
| ||Mr. Ketan Shivajirao Mulay |
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. AKASH (DIN: 07440312) was appointed as the Wholetime Director of the Company Mr. ALOK RAY (DIN: 07534607) and Mr. SUNNY KUMAR (Din:07981750) was appointed as the Director of the Company in the Annual General Meeting heldin the FY 2018-19.
During the period under review Mr. Suresh Aggarwal Kumar (DIN: 08437891) Mrs. RakhiUpadhyay (DIN: 08437889) and Mr. Inus Shaikh Irshad (Din: 08527417) Mr. Ketan ShivajiraoMulay (Din: 07221484) has been Appointed as Additional Director of the Company w.e.f14/05/2019 and 07.08.2019 respectively.
During the period under review Mr. Vinit Mr. Mahesh and Mr. Amit Kumar Singh resignedhas been from the post of directorship of the Company with effect from 28.08.2018 and13.02.2019 respectively.
During the Period under review Mr. Vikash Rana (CFO) and Ms Pallavi Mehta (CS) hasbeen resigned from the post of Chief Financial Officer and Company Secretary of thecompany respectively with effect from 13.02.2019.
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.
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 who was resigned on13.02.2019.
26. APPOINTMENT OF CHIEF FINANCIAL OFFICER (CFO)
During the year Mr. Vikash Rana has been resigned from the post of CFO w.e.f.13.02.2019.
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 2019 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 2019appended 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
All the qualifications reservations or adverse remarks made by our Statutory Auditorsand Secretarial Auditor in their report are self-explanatory so no more explanationrequired 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 2019 the Indian Accounting Standards have been followed along with properexplanation relating to material departures.
2. That the selected accounting policies were applied consistently and the Directorsmade judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of financial year and of theprofit 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 2019 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. Arjunn Kumar Tyagi Proprietorof M/s Arjunn Kumar Tyagi Practising Company Secretaries for the financial year endedMarch 31st 2019 that the Company has complied with all provision of CompaniesAct 2013. The clauses referred of the aforesaid report appended as Annexure 5are self-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
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/- |
| ||Suresh Aggarwal Kumar ||Rakhi Upadhyay |
| ||(Managing Director) ||(Director) |
| ||DIN: 08437891 ||DIN: 08437889 |
|Date: 03rd September 2019 || || |
|Place: Delhi || || |