Your Directors have pleasure in presenting the Thirty Fifth AnnualReport together with the Audited Financial Statements for the year ended March 31 2021.
(Rs in lacs)
| ||STANDALONE ||CONSOLIDATED |
| ||YEAR ENDED 31.03.2021 ||YEAR ENDED 31.03.2020 ||YEAR ENDED 31.03.2021 ||YEAR ENDED 31.03.2020 |
|Profit/(Loss) before Depreciation ||(174.19) ||(289.43) ||(175.63) ||(283.46) |
|Depreciation ||0.02 ||1.89 ||0.21 ||2.08 |
|Profit/(Loss) before tax and Exceptional items ||(174.21) ||(291.32) ||(175.84) ||(285.54) |
|Exceptional Items ||Nil ||715.00 ||Nil ||Nil |
|Profit/(Loss) ) for the year from continued operations ||(174.21) ||423.68 ||(175.84) ||(285.54) |
|Profit/(loss) from discontinued operations ||(3.66) ||Nil ||(3.66) ||Nil |
|Other comprehensive income /(expense) ||(0.26) ||(1.67) ||(0.26) ||(1.67) |
|Total Comprehensive Profit/(Loss) for the year ||(178.13) ||422.01 ||(179.76) ||(287.21) |
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR AND THESTATE OF COMPANY'S AFFAIRS
As approved by the members at the 34th Annual General Meeting theMethanol manufacturing business has been discontinued and plant and machinery has beendisposed off.
In view of loss your Directors regret their inability to recommend anydividend for the year under review. No appropriation has been made to any specific reserveduring the year under review. Dividend Distribution Policy is not applicable to theCompany.
As the Company has not declared any dividend since the year 1998 thereare no amounts which are required to be transferred to the IEPF Account as on the date ofthis Report.
There was no change in the Equity share capital structure of theCompany during the year under review. The Company does not have an Employee Stock OptionScheme nor are there any shares which are held in trust for the benefit of employees ofthe Company.
The Company does not have outstanding Warrants or Debt instruments ason the date of the Report and hence Credit Rating provisions are not applicable.
A Report on Corporate Governance along with the Auditor'sCertificate regarding Compliance of the conditions of Corporate Governance pursuant toRegulation 34 of SEBI (LODR) Regulations 2015 is annexed hereto. DIRECTORS RESPONSIBILITYSTATEMENT
Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directorsconfirm that:
1. In the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any;
2. Appropriate policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2021 and the loss of theCompany for the year ended March 31 2021;
3. Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013and for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
4. The annual accounts have been prepared on a going concern basis;
5. Internal financial controls to be followed by the Company have beenlaid down and that such internal financial controls are adequate and were operatingeffectively; and
6. Proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and are operatingeffectively.
The Company has constituted an Audit Committee comprising of thefollowing Directors viz. Mr. R. G. Kulkarni - Chairman Mr. H. D. Ramsinghani and Mr.B.L. Khanna. All the members of the Audit Committee are financially literate and haveexperience in financial management. The Audit Committee acts in accordance with the termsof reference specified from time to time by the Board. There were no instances when therecommendations of the Audit Committee were not accepted by the Board during the yearunder review.
The Stakeholders Relationship Committee presently consists of Mr. R. G.Kulkarni (Chairman) Mrs. N. H. Ramsinghani and Mr. D.N. Singh. The Company is notrequired to constitute a Risk Management Committee as it does not fulfill the criteriamentioned in Regulation 21 of Listing Obligations and Disclosure Requirements 2015.
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 ResponsibilityCommittee as the Company does not fulfill the prescribed criteria.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Rama Capital and Fiscal Services Pvt. Ltd. is a wholly owned subsidiaryof the Company which is engaged in the business of providing financial services. Theturnover of the subsidiary during the year under review was Rs 31843/- and the loss aftertax was Rs 162373/-. There were no other entities which became or ceased to besubsidiaries associates or joint ventures during the year under review.
Information relating to the conservation of energy technologyabsorption foreign exchange earnings and outgo to the extent applicable is annexedhereto as Annexure A and forms a part of this Report.
The Managing Director was paid a remuneration of Rs 36 Lakh during theyear under review. No remuneration was paid to the non-executive Directors other thansitting fees for attending meetings of the Board or committees thereof. The Detailspertaining to remuneration as required under Section 197(12) of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed hereto as Annexure B and forms a part of the Report. Thedetails pertaining to remuneration as required under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed hereto asAnnexure C and forms a part of the Report.
Details of loans guarantees and investments if any are given underthe Notes to Financial Statements.
All transactions entered in to with Related Parties during the yearunder review were in the ordinary course of business and at an arms length at prevailingmarket rates.
There were no significant and material orders passed by theRegulators/Courts that would impact the going concern status of the Company and its futureoperations.
No material changes or commitments affecting the financial position ofthe Company occurred between the end of the financial year to which the financialstatements relate and to the date of this report.
The Company has formulated a Whistle Blower Policy under which allpersonnel have access to the Audit Committee to report genuine concerns or grievancesrelating to the business activities of the Company in general.
There were no cases filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 during the year under review.
During the year under review four Board Meetings were held on June 302020 August 14 2020 November 7 2020 and February 11 2021.
Mr. D N Singh retires from the Board of Directors by rotation and iseligible for re-appointment.
Mr H D Ramsinghani has been reappointed as the Managing Director of theCompany for a further period of three years from November 5 2021.
The Board of Directors has framed a policy in relation to remunerationof directors Key Managerial Personnel and Senior Management and it lays down criteria forselection and appointment of Board Members. The details of the policy are available on thewebsite of the Company www.ramapetrochemicals.com.
The independent Directors of the Company are informed about theirroles rights responsibilities in the Company and also about the nature of the industryin which company operates and other related matters. The details of the familiarizationprogram are available on the website of the Company www.ramapetrochemicals.com.
The performance evaluation of the Board of Directors as a Whole wascarried out by the Directors of the Company in their meeting held on February 11 2021.The criterion for evaluation are available on the website of the Companywww.ramapetrochemicals.com.
M/s Khandelwal & Mehta LLP Chartered Accountants (FirmRegistration no: W100084) were appointed as Statutory Auditors of the Company for a termof 5 (five) consecutive years at the 34th Annual General Meeting held on September 292020 to hold office till the conclusion of the 39th Annual General Meeting to be held inthe year 2025. The Auditors have confirmed that they are not disqualified from continuingas Auditors of the Company. STATUTORY AUDITORS REPORT
Your Directors refer to the observations made by the Auditors in theirReport on Consolidated Financial Statements and wish to state that the management ishopeful that the Wholly Owned Subsidiary would be able to continue its operations in theforeseeable future in the normal course of business and hence the accounts have beenprepared on a going concern basis. In view of the above the impact of the observations onthe financial statements for the year under review is not ascertainable.
The Company has appointed M/s. H. G. Sarvaiya & Co. CharteredAccountants as the Internal Auditors and their scope of work includes review of processesoperational efficiency and effectiveness of systems and processes and assessment ofadequacy of internal controls and safeguards apart from specific operational areas as perthe directions of the Audit Committee. The findings of the Internal Auditor are reviewedby the Audit Committee at each meeting and corrective measures are taken from time to timeas per the directions of the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY
The provisions relating to Corporate Social Responsibility do not applyto the Company as the Company does not meet the criteria laid down in Section 135 of theCompanies Act 2013.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate system of internal controls that arecommensurate with its size and nature of business to safeguard and protect the Companyfrom losses and unauthorized use or disposition of its assets. All the transactions areproperly authorized recorded and reported to the management. The Company is following allthe applicable 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 2013and the Rules made thereunder the Company has appointed Mr. Jignesh M Pandya & Co.(Membership No. ACS 7346/CP 7318) to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is annexed hereto as Annexure D and forms a part of this Report.The Report does not contain any adverse qualifications.
In accordance with the provisions of Section 148 of the Companies Act2013 read with the Companies (Cost Records and Audit) Rules 2014 as amended till datethe Company was not required to undertake an audit of the cost records for the year underreview.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT 9 pursuant to theprovisions of Section 92 of the Companies Act 2013 is annexed hereto as Annexure E andforms a part of this Report.
The Annual Return referred to in Section 92(3) of the Companies act2013 and other details 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 amounton account of principal or interest on public deposits was outstanding as on the date ofthe Balance Sheet.
SAFETY ENVIRONMENTAL CONTROL & PROTECTION
The Company has taken all the necessary steps for safety andenvironmental control and protection.
The Industrial Relations remained cordial during the year under review.
Your Directors sincerely record their appreciation with gratitude forthe continued support and assistance extended to the Company by the Banks and variousGovernment Departments and Agencies.
| ||For and on behalf of the Board |
| ||H.D. RAMSINGHANI |
|Place : Mumbai ||CHAIRMAN AND MANAGING DIRECTOR |
|Date : August 12 2021 ||DIN: 00035416 |