Your Directors have pleasure in presenting the Thirty Fourth Annual Report togetherwith the Audited Financial Statements for the year ended March 31 2020.
(? in lacs)
| || |
| ||YEAR ENDED ||YEAR ENDED ||YEAR ENDED ||YEAR ENDED |
| ||31.03.2020 ||31.03.2019 ||31.03.2020 ||31.03.2019 |
|Profit/(Loss) before Depreciation ||(289.43) ||134.87 ||(283.46) ||129.75 |
|Depreciation ||1.89 ||2.38 ||2.08 ||2.57 |
|Profit/(Loss) before tax and extraordinary items ||(291.32) ||132.49 ||(285.54) ||127.18 |
|Extraordinary Items ||715.00 ||Nil ||Nil ||Nil |
|Profit/(Loss) ) for the year ||423.68 ||132.49 ||(285.54) ||127.18 |
|Other comprehensive income /(expense) ||(1.67) ||(0.71) ||(167) ||(0.71) |
|Total Comprehensive Profit/(Loss) for the year ||422.01 ||131.78 ||(287.21) ||126.47 |
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR AND THE STATE OF COMPANY'SAFFAIRS
There was no production or sale of Methanol during the year under review. Themanufacturing operations of the Company continued to be suspended during the entire yearunder review. The segment wise details are given in the notes forming part of theAccounts.
Your Directors regret their inability to recommend any dividend for the year underreview. No appropriation has been made to any specific reserve during the year underreview. Dividend Distribution Policy is not applicable to the Company.
As the Company has not declared any dividend since the year 1988 there are no amountswhich are required to be transferred to the IEPF Account as on the date of this Report.
There was no change in the Equity share capital structure of the Company during theyear under review. The Company does not have an Employee Stock Option Scheme nor are thereany shares which are held in trust for the benefit of employees of the Company.
The Company does not have outstanding Warrants or Debt instruments as on the date ofthe Report and hence Credit Rating provisions are not applicable.
Future of methanol plants in the country depends upon the availability of feed stockviz. natural gas from domestic production at competitive prices. In the absence of thisthe demand of methanol is being met by imports because the domestic plants are not beingoperated due to feed stock constraints. At present the supply of domestic gas is not evensufficient to meet the demand of power fertilizer and other core sectors. Hence theallocation of gas for methanol manufacture is uncertain in the near future.
A Report on Corporate Governance along with the Auditor's Certificate regardingCompliance of the conditions of Corporate Governance pursuant to Regulation 34 of SEBI(LODR) Regulations 2015 is annexed hereto.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors confirm that:
1. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
2. Appropriate policies have been selected and applied consistently and have madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2020 and the profit of the Companyfor the year ended March 31 2020;
3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 and for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a going concern basis;
5. Internal financial controls to be followed by the Company have been laid down andthat such internal financial controls are adequate and were operating effectively; and
6. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and are operating effectively.
The Company has constituted an Audit Committee comprising of the following Directorsviz. Mr. R. G. Kulkarni - Chairman Mr. H. D. Ramsinghani and Mr. B.L. Khanna. All themembers of the Audit Committee are financially literate and have experience in financialmanagement. The Audit Committee acts in accordance with the terms of reference specifiedfrom time to time by the Board. There were no instances when the recommendations of theAudit Committee were not accepted by the Board during the year under review.
The Stakeholders Relationship Committee presently consists of Mr. R. G. Kulkarni(Chairman) Mrs. N. H. Ramsinghani and Mr. D.N. Singh and The Risk Management Committeepresently consists of Mr. H. D. Ramsinghani (Chairman) Mr. D N Singh and Mr. R. G.Kulkarni. The Board has formulated a Risk Management Policy covering various risksassociated with the business of the Company.
The Nomination and Remuneration Committee comprises of Mr. R.G. Kulkarni (Chairman)Mr. H.D. Ramsinghani and Mr. B.L. Khanna.
The Company has not constituted a Corporate Social Responsibility Committee as theCompany does not fulfill the prescribed criteria.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Rama Capital and Fiscal Services Pvt. Ltd. is a wholly owned subsidiary of the Companywhich is engaged in the business of providing financial services. The turnover of thesubsidiary during the year under review was ' 832055/- and the profit after tax was '577381/-. There were no other entities which became or ceased to be subsidiariesassociates or joint ventures during the year under review.
Information relating to the conservation of energy technology absorption foreignexchange earnings and outgo to the extent applicable is annexed hereto as Annexure A andforms a part of this Report.
The Managing Director was paid a remuneration of ' 36.00 lakh during the year underreview. No remuneration was paid to the non-executive Directors other than sitting feesfor attending meetings of the Board or committees thereof. The Details pertaining toremuneration as required under Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed hereto as Annexure B and forms a part of the Report. The details pertaining toremuneration as required under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed hereto as Annexure C and forms a part of theReport.
Details of loans guarantees and investments if any are given under the Notes toFinancial Statements.
All transactions entered in to with Related Parties during the year under review werein the ordinary course of business and at an arms length at prevailing market rates.
There were no significant and material orders passed by the Regulators/Courts thatwould impact the going concern status of the Company and its future operations.
There is no change in the nature of the business of the Company during the year.
No material changes or commitments affecting the financial position of the Companyoccurred between the end of the financial year to which the financial statements relateand to the date of this report.
The Company has formulated a Whistle Blower Policy under which all personnel haveaccess to the Audit Committee to report genuine concerns or grievances relating to thebusiness activities of the Company in general.
There were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 during the year under review.
During the year under review four Board Meetings were held on May 30 2019 August 122019 October 24 2019 and February 4 2020.
Mr S S Arora ceased to be a Director of the Company during the year under review. TheBoard places on record its appreciation of the contribution made by Mr Arora during hisassociation with the Company. Mr P K Banerjee was appointed as an Additional (Independent)Director at the Meeting held on August 14 2020 and holds office up to the date of theforthcoming Annual General Meeting. Mrs. N H Ramsinghani retires from the Board ofDirectors by rotation and is eligible for re-appointment.
The Board of Directors has framed a policy in relation to remuneration of directorsKey Managerial Personnel and Senior Management and it lays down criteria for selection andappointment of Board Members. The details of the policy are available on the website ofthe Company www.ramapetrochemicals.com.
The independent Directors of the Company are informed about their roles rightsresponsibilities in the Company and also about the nature of the industry in which companyoperates and other related matters. The details of the familiarization program areavailable on the website of the Company www.ramapetrochemicals.com.
The performance evaluation of the Board of Directors as a Whole was carried out by theDirectors of the Company in their meeting held on February 4 2020. The criterion forevaluation are available on the website of the Company www.ramapetrochemicals.com.
M/s. Dayal & Lohia the Auditors of the Company retire at the conclusion of theforthcoming Annual General Meeting. However as per provisions of Section 139(2) of theCompanies Act 2013 read with the Rules framed there under M/s. Dayal & Lohia areineligible for re appointment having completed the maximum tenure prescribed under theRules and hence it is proposed to appoint M/s Khandelwal & Mehta LLP CharteredAccountants Mumbai (Registration Number W100084) as the Auditors of the Company for aperiod of five years up to the conclusion of the 39th Annual General Meeting.The Audit Committee has recommended the appointment of M/s Khandelwal & Mehta LLP asthe Auditors of the Company. The Company has received a certificate from M/s Khandelwal& Mehta LLP certifying that their appointment if made would be in compliance withall the applicable provisions of the Companies Act 2013.
STATUTORY AUDITORS REPORT
Your Directors refer to the observations made by the Auditors in their Report and wishto state that the management is hopeful that the Company would be able to continue itsoperations in the foreseeable future in the normal course of business and hence theaccounts have been prepared on a going concern basis. In view of the above the impact ofthe observations on the financial statements for the year under review is notascertainable.
The Company has appointed M/s. H. G. Sarvaiya & Co. Chartered Accountants as theInternal Auditors and their scope of work includes review of processes operationalefficiency and effectiveness of systems and processes and assessment of adequacy ofinternal controls and safeguards apart from specific operational areas as per thedirections of the Audit Committee. The findings of the Internal Auditor are reviewed bythe Audit Committee at each meeting and corrective measures are taken from time to time asper the directions of the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY
The provisions relating to Corporate Social Responsibility do not apply to the Companyas the Company does not meet the criteria laid down in Section 135 of the Companies Act2013.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate system of internal controls that are commensurate with itssize and nature of business to safeguard and protect the Company from losses andunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andensuring timely reporting of financial statements. There were no frauds reported by theAuditors of the Company as on the date of this Report. SECRETARIAL AUDIT
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Rules madethereunder the Company has appointed Mr. Jignesh M Pandya & Co. (Membership No. ACS7346/CP 7318) to undertake the Secretarial Audit of the Company. The Secretarial AuditReport is annexed hereto as Annexure D and forms a part of this Report. The directorsrefer to the qualifications in the Secretarial Audit Report and wish to state that thecompany has taken steps to comply with the requirements of Regulation 17(1)(b) of LODR2015 .
In accordance with the provisions of Section 148 of the Companies Act 2013 read withthe Companies (Cost Records and Audit) Rules 2014 as amended till date the Company wasnot required to undertake an audit of the cost records for the year under review.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT 9 pursuant to the provisions of Section 92of the Companies Act 2013 is annexed hereto as Annexure E and forms a part of thisReport.
The Annual Return referred to in Section 92(3) of the Companies act 2013 and otherdetails about the Company are available on the website of the Companywww.ramapetrochemicals.com.
The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the BalanceSheet.
SAFETY ENVIRONMENTAL CONTROL & PROTECTION
The Company has taken all the necessary steps for safety and environmental control andprotection.
The Industrial Relations remained cordial during the year under review.
Your Directors sincerely record their appreciation with gratitude for the continuedsupport and assistance extended to the Company by the Banks and various GovernmentDepartments and Agencies.
| ||For and on behalf of the Board |
| ||HD. RAMSINGHANI |
|Place : Mumbai ||CHAIRMAN AND MANAGING DIRECTOR |
|Date : August 14 2020 ||DIN: 00035416 |