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Rama Petrochemicals Ltd.

BSE: 500358 Sector: Industrials
NSE: RAMAPETRO ISIN Code: INE783A01013
BSE 00:00 | 29 Nov Rama Petrochemicals Ltd
NSE 05:30 | 01 Jan Rama Petrochemicals Ltd
OPEN 6.52
PREVIOUS CLOSE 6.52
VOLUME 92
52-Week high 8.95
52-Week low 6.52
P/E 8.25
Mkt Cap.(Rs cr) 7
Buy Price 6.52
Buy Qty 82.00
Sell Price 6.52
Sell Qty 1.00
OPEN 6.52
CLOSE 6.52
VOLUME 92
52-Week high 8.95
52-Week low 6.52
P/E 8.25
Mkt Cap.(Rs cr) 7
Buy Price 6.52
Buy Qty 82.00
Sell Price 6.52
Sell Qty 1.00

Rama Petrochemicals Ltd. (RAMAPETRO) - Director Report

Company director report

Your Directors have pleasure in presenting the Thirty Second Annual Report togetherwith the Audited Financial Statements for the year ended March 31 2018.

FINANCIAL RESULTS

(Rs. in lacs)

STANDALONE

CONSOLIDATED

YEAR ENDED 31.03.2018 YEAR ENDED 31.03.2017 YEAR ENDED 31.03.2018 YEAR ENDED 31.03.2017
Profit/(Loss) before Depreciation 361.50 (132.95) 361.59 (134.24)
Depreciation 2.61 3.56 2.80 3.75
Profit/(Loss) before tax and extraordinary items 358.89 (136.51) 358.79 (137.99)
Extraordinary Items Nil Nil Nil Nil
Profit/(Loss) ) for the year 358.89 (136.51) 358.79 (137.99)
Other comprehensive income /(expense) 0.89 0.37 0.89 0.37
Total Comprehensive Profit/(Loss) for the year 359.78 (136.14) 359.68 (137.62)

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.

DIVIDEND

Your Directors regret their inability to recommend any dividend for the year underreview.

INDUSTRY STRUCTURE AND DEVELOPMENTS

There is good demand for methanol in the country but the plants are not being operateddue to non-availability of natural gas at competitive prices. Only few methanolmanufacturers in the country are operating to limited capacity to meet their captiverequirement. Situation is expected to improve once the domestic gas production increases.

FUTURE PROSPECTS

The demand for Methanol is increasing regularly and the same is being met by imports.It is expected that the natural gas production will improve in the near future which willbe sufficient to meet domestic demand.

RESERVES

No appropriations were made to any specific Reserves for the year under review.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with the Auditor's Certificate regardingCompliance of the conditions of Corporate Governance pursuant to Regulation 34(3) of SEBI(LODR) Regulations 2015 is annexed hereto.

Your Directors refer to the observations made by the Auditors in their Report oncompliance with conditions of Corporate Governance and wish to state that the Company istaking steps to comply with requirement of minimum number of independent directors andappointment of KMP.

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 2018 and the profit of the Companyfor the year ended March 31 2018;

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.

AUDIT COMMITTEE

The Company has constituted an Audit Committee comprising of the following Directorsviz. Mr. R .G. Kulkarni - Chairman Mr. D. N. Singh and Mr N. R. Joshi. The AuditCommittee acts in accordance with the terms of reference specified from time to time bythe Board. There were no instances when the recommendations of the Audit Committee werenot accepted by the Board during the year under review.

OTHER COMMITTEES

The Stakeholders Relationship Committee which presently consists of Mr. H. D.Ramsinghani (Chairman) Mr. D. N. Singh Mr. R. G. Kulkarni and Mr. N. R. Joshi.

The Risk Management Committee which presently consists of Mr. H. D. Ramsinghani(Chairman) Mr. D. N. Singh and Mr. R. G. Kulkarni. The Board has formulated a RiskManagement Policy covering various risks associated with the business of the Company.

The Nomination and Remuneration Committee comprising ofMr. R. G. Kulkarni - ChairmanMr. H. D. Ramsinghani and Mr. N. R. Joshi.

The Company has not constituted a Corporate Social Responsibility Committee as theCompany does not fulfill the prescribed criteria.

WEBADDRESS

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 .

SHARE CAPITAL

There was no change in the share capital structure of the Company.

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 ' 93277/- and the loss after tax was '409450/-. There were no other entities which became or ceased to be subsidiariesassociates or joint ventures during the year under review.

DISCLOSURES

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.

No remuneration was paid to the Whole Time Director during the year under review and noremuneration was paid to non executive Directors other than sitting fees for attendingmeetings of the Board or committees thereof. The Details pertaining to remuneration asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedhereto 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.

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.

The Company has an adequate system of internal controls that ensures that all assetsare protected against loss from unauthorized use or disposition and all transactions arerecorded and reported in conformity with generally accepted accounting principles.

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.

DIRECTORS

During the year under review four Board Meetings were held on May 26 2017 August 42017 December 012017 and February 5 2018

Mr. H. D. Ramsinghani retires from the Board of Directors by rotation and is eligiblefor re-appointment.

All Independent directors have given declarations that they meet the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013 and Regulation 16of SEBI (LODR) Regulations 2015.

None of the Directors are disqualified from being appointed / reappointed as Directorsof the Company as per the disclosures filed by the Directors with the Company.

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 Chairman and the non executive Directors was carriedout by the Independent Directors of the Company in their meeting held on February 5 2018.The criterion for evaluation are available on the website of the Companywww.ramapetrochemicals.com .

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

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.

STATUTORY AUDITORS REPORT

The Report submitted by the Statutory Auditors does not contain any Audit qualificationfor the year under review. AUDITORS

M/s. Dayal & Lohia the Auditors of the Company retire at the conclusion of theforthcoming Annual General Meeting and being eligible offer themselves for reappointment.The Company has received a certificate from them certifying that their appointment ifmade would be in compliance with all the applicable provisions of the Companies Act2013.

INTERNAL AUDIT

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.

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.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethere under the Company has appointed Jignesh M. Pandya & Co (Membership Number 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.

Your Directors refer to the observations made by the Secretarial Auditor in theSecretarial Audit Report and wish to state that the Company is taking steps to comply withrequirement of minimum number of independent directors and appointment of KMP.

COST AUDIT

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.

FIXED DEPOSITS

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.

INDUSTRIAL RELATIONS

The Industrial Relations remained cordial during the year under review.

ACKNOWLEDGEMENT

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
H. D. RAMSINGHANI
Place : Mumbai CHAIRMAN
Date : August 6 2018 DIN : 00035416

ANNEXURE A TO BOARD REPORT

PARTICULARS RELATING TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND ADAPTATIONAND FOREIGN EXCHANGE EARNING AND OUTGO

I. CONSERVATION OF ENERGY :

A. Energy conservation measures taken :

B. Additional investment proposals if any being implemented for reduction ofconsumption of energy :

C. Impact of measures at (A) and (B) above for reduction of Energy Consumption andconsequent impact on the cost of production of goods :

Not Applicable as the Plant was closed during the entire year under review.

D. Particulars with respect to energy consumption per unit of production:

a) POWER AND FUEL CONSUMPTION 2017-2018 2016-2017
1) ELECTRICITY :
A) Purchased (MSEB)
Units (in Thousand) 67.919 71.099
Total cost (' in lacs) 6.61 6.47
Rate per Unit (Rs.) 9.73 9.10
B) Own Generation :
Through Diesel Generation NIL NIL
Units (in Thousand) NIL NIL
Units/KL of Diesel NIL NIL
Cost/Unit (Rs.) Through Steam Turbine/Generator N. A N.A
Units (in Thousand) NIL NIL
Units/Lt Of Fuel Oil Gas NIL NIL
Cost/Unit N.A N.A
2) COAL NIL NIL
3) FURNACE OIL NIL NIL
b) 1. CONSUMPTION PER UNIT OF PRODUCTION
Consumption/ton of Methanol N.A N.A
Electricity (KWH) N.A N.A
Furnace Oil N.A N.A
Coal N.A N.A
Other - Diesel Oil (KL) N.A N.A

II TECHNOLOGY ABSORPTION :

A. RESEARCH AND DEVELOPMENT (R & D)

a) Specific areas in which R & D is carried out by the Company :

b) Benefits derived as a result of R & D :

c) Future Plan of Action :

Not Applicable as the Plant was closed during the entire year under review.

d) Expenditure on R & D

(' in lacs)
i) Capital NIL
ii) Recurring NIL
iii) Total NIL
iv) Total R & D expenditure as a percentage of total turnover N.A.

B. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION :

a) Efforts in brief made towards technology absorption adaptation and innovation :

b) Benefits derived as a result of above efforts :

Not Applicable as the Plant was closed during the entire year under review.

c) Information of Imported Technology :

Technology Imported: Low pressure technology for manufacture of Methanol from M/s.Lurgi GmbH Germany.

Year of Import : 1987 - 88

Whether the technology has been fully absorbed.

In terms of the scope of agreement with the technical collaborator the technology hasbeen fully absorbed. III. FOREIGN EXCHANGE EARNINGS AND OUTGO :

(' in lacs)
Foreign Exchange used NIL
Foreign Exchange earned NIL

 

For and on behalf of the Board
H. D. RAMSINGHANI
Place : Mumbai CHAIRMAN
Date : August 6 2018 DIN : 00035416

ANNEXURE B' TO BOARD REPORT DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDERSECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year. Not applicable as no remuneration was paid to Directors other than sitting fees for attending meetings of the Board or Committees thereof.
(ii) The percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year. Not applicable as no remuneration was paid to Directors Chief Financial Officer Chief Executive Officer or Manager if any in the financial year.
(iii) The percentage increase in the median remuneration of employees in the financial year. The percentage decrease in the median remuneration of other employees in the financial year was 8.61%
(iv) The number of permanent employees on the rolls of company; 10
(v) Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. Not applicable as no remuneration was paid to Directors Chief Financial Officer Chief Executive Officer or Manager if any in the financial year.
(vi) Affirmation that the remuneration is as per the remuneration policy of the company. The remuneration is as per the remuneration policy of the company.

ANNEXURE C' TO BOARD REPORT

PARTICULARS OF REMUNERATION AS REQUIRED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

A. Employed for the entire year under review and were in receipt of Remuneration of notless than

' 10200000/- - NIL -

B. Employed for a part of the year under review and were in receipt of Remuneration ofnot less than ' 850000/- p m. - NIL -

C. Details of Top 10 employees in terms of remuneration drawn as on 31.03.2018 will beprovided on request

For and on behalf of the Board
H D. RAMSINGHANI
Place : Mumbai CHAIRMAN
Date : August 6 2018 DIN : 00035416