GeneralMeetings' respectively.PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. Accordinglythere are no unclaimed or unpaid deposits lying with the Company for the year underreview.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Charat Sharma was appointed as Additional Director (Non-executive IndependentDirector) by the Board of Directors of the Company w.e.f. November 17 2019 has resignedfrom Board of Directors of the company due to personal reason w.e.f. September 4 2020.
Mr. Jai Prakash Gupta was appointed as Additional Director (Non-executive IndependentDirector) by the Board of Directors of the Company w.e.f. September 4 2020 who holdsoffice up to the ensuing Annual General Meeting.
Mr. Vinod Pal Singh Rawat was appointed as Additional Director (Executive Director) bythe Board of Directors of the Company w.e.f. July 8 2021 who holds office up to theensuing Annual General Meeting.
As per the provisions of the Companies Act 2013 and the Articles of Association of theCompany Mr. Richi Bansal Director of the Company will be retiring by rotation at theensuing AGM and being eligible has offered himself for reappointment.
The details pursuant to Regulation 36(3) of the SEBI (Listing obligations andDisclosure Requirements) Regulations 2015 relating to appointment and re-appointment ofdirectors at the AGM are provided in the Notice to the members.
Key Managerial Personnel:
The Key Managerial personnel (KMp) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:
*Mr. Naresh Kumar Bansal Managing Director
*Mr. Rajeev Kumar Aggarwal Chief Financial Officer
*Mr. Kapil Datta Company Secretary
DIRECTORS' RESPONSIBILTY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
a) that in the preparation of the annual accounts the applicable accounting standardshave been followed and there has been no material departure;
b) that the selected accounting policies were applied consistently. Reasonable andprudent judgments and estimates were made so as to give a true and fair view of the stateof affairs of the Company as at March 31 2021 and of the loss of the Company for the yearended on that date;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) that the annual accounts have been prepared on a going concern basis;
e) the directors had laid down internal financial controls to be followed by theCompany and such internal financial control are adequate and were operating effectively;and
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems are adequate and were operating effectively.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on March 31 2021 the Board consist of 6 members three of whom areexecutive and three are independent directors. The Board periodically evaluates the needfor change in its composition and size.
The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub-section (3) of Section 178 of the Companies Act2013 adopted by the Board. We affirm that the remuneration paid to the directors is asper the terms laid out in the nomination and remuneration policy of the Company.
DECLARATION BY INDEPENDENT DIRECTOR(S)
All the Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149 (6) of the Companies Act 2013so as to qualify themselves to be appointed as Independent Directors under the provisionsof the Companies Act 2013 and the relevant rules.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the Listing Regulations forms an integral partof this Report. The requisite certificate from the Auditors of the Company confirmingcompliance with the conditions of corporate governance is attached to the report onCorporate Governance.
ANNUAL RETURN
In accordance with provisions of Section 134(3)(a) of the Companies Act 2013 theannual return as required under Section 92 of the Act for the financial year 2020-21 isavailable on the Company's website at www.ramasteel. com.
NuMBER OF MEETINGS OF THE BOARD
Eight meetings of the board were held during the year.
For details of the meetings of the board please refer to the corporate governancereport which forms part of this report.
CONTRACTS AND ARRANGEMENT WITH RELATED pARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.
Your Directors draw attention of the members to Note 48 to the Standalone financialstatement which sets out related party disclosures. The particulars of contracts andarrangements entered into by the company with related parties referred to in Section 188in Form AoC-2 is attached herewith as Annexure- I.
AUDITORS AND AUDITORS' REPORT
Statutory Auditors
As per provisions of Section 139 of the Companies Act 2013 the Company has appointedM/s Alok Mittal & Associates Chartered Accountants (Firm Registration No. 005717N) asStatutory Auditors for a period of 5 (five) years in the AGM of the Company held on 29thSeptember 2018.
The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditor at the ensuing AGM.
The Auditor's Report to the shareholders on the standalone and consolidated financialstatement for the year ended March 31 2021 does not contain any qualificationobservation or adverse comment.
Secretarial Auditors
Pursuant to the provision of Section 204 of the Act read with Rule 9 of the Companies(Appointment and Remunerartion of Managerial personnel) Rules 2014 the Board of Directorshad appointed M/s Arun Kumar Gupta & Associates (CP No. 5086) Company Secretaries toconduct Secretarial Audit for the financial year ended March 31 2021. The SecretarialAudit Report for the financial year ended March 31 2021 is annexed herewith marked asAnnexure - II to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.
Pursuant to Regulation 24(A) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended the Company has obtained annual secretarial compliancereport from M/s Arun Kumar Gupta & Associates (CP No. 5086) Company Secretaries andsame will be submitted to the stock exchange within the prescribed time limits. The AnnualSecretarial Compliance Report does not contain any remarks or observations.
Cost Auditors
Pursuant to the provision of Section 148(3) of the Act the Board of Directors hadappointed M/s. Subodh Kumar & Co. Cost Accountants for conducting the audit of costrecords of the Company for Steel pipe Segment for the financial year ended March 31 2021.The audit is in progress and report will be filed with the Ministry of Corporate Affairswithin the prescribed period.
The cost records as specified by the Central Government under sub-section (1) ofSection 148 of the Act as required by the Company are maintained by the Company.
Details in respect of frauds reported by Auditors other than those which are reportableto the Central Government
The Statutory Auditors Cost Auditors or Secretarial Auditors of the Company have notreported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made thereunder.
LOANS GUARANTEES AND INVESTMENTS
The particulars of loans guarantees and investments given under Section 186 of theCompanies Act 2013 have been disclosed in the financial statements.
CORPORATE SOCIAL RESPONSIBILITY
We at RAMA aim to create economic value and to actively contribute toward thedevelopment of a sustainable society by taking up projects for the common good throughresponsible business practices and good governance. In line with the requirement ofSection 135 of the Companies Act 2013 your Company having a Corporate SocialResponsibility Committee. The details of Committee and the terms of reference are providedin corporate governance report. The CSR Policy of the Company is available on its websiteat the link: http://ramasteel.com/ cms/policy-and-code-of-conduct.
During the year the Company has spent Rs.19.95 Lakhs on CSR activities for thefinancial year 2020-21 as annexed herewith Annexure- III to this Report.
Aforesaid CSR money paid to Konfyans Charitable public trust for purpose of womenempowerment and social development.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Fraud-free and corruption free work culture has been the core of the Company'sfunctioning. In view of the potential risk of fraud and corruption due to rapid growth andgeographical spread of operations the company has put even greater emphasis to addressthe risk.
To meet this objective a Whistle Blower policy has been laid down. The same policy isapproved by the Board was uploaded on the Company's website (www.ramasteel.com).
DISCLOSuRE uNDER SEXuAL HARASSMENT OF WOMEN AT WORKpLACE (pREVENTION pROHIBITION ANDREDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in Linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. No complaint has been receivedfor sexual harassment of women at work place by the Company during the financial year2020-21.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Companies Act2013 and Corporate Governance requirements as prescribed by SEBI (Listing obligations andDisclosure Requirements) Regulations 2015.
PARTICULARS OF EMPLOYEES RELATED DISCLOSURES
a. Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial personnel) Rules 2014 are given below :
i. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
ii. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:
b. The percentage increase in median remuneration of employees in the financial year:NIL
c. The number of permanent employees on the rolls of Company : 85
d. Variations in the market capitalisation of the Company price earning ratio as atthe closing date of the current financial year and previous financial year : N.A.
e. 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: N.A.
f. Average percentile increase already made in the salaries of employees other than themanagerial 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:
The average annual increase was NIL
Increase in the managerial remuneration for the year was NIL
g. The Company affirms that the remuneration is as per remuneration policy of theCompany.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 thereis no such employee drawing remuneration in excess of the limits set out in the said rulesand are required to be disclosed.
Further particulars of employees pursuant to Rule 5(2) & 5(3) of the above rulesform part of this report. However in terms of provisions of section 136 of the said Actthe report and accounts are being sent to all the members of the Company and othersentitled thereto excluding the said particulars of employees. Any member interested inobtaining such particulars may write to the Company Secretary at investors@ ramasteel.com.The said information is available for inspection at the Registered Office of the Companyduring working days of the Company upto the date of the ensuing AGM.
CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
A) CONSERVATION OF ENERGY :
a) The Company has always been particular to conservation of energy on continuous basisby closely monitoring energy consuming equipment involving use of energy generating dieselset and power purchased from Electricity Board e.g. size of the Equipments is optimum tosave energy. The low-efficient Machinery and Equipments are identified and replaced.
b) Keeping in view the nature of the manufacturing process no additional investment isproposed and hence further consumption of energy is ruled out in the near future.
c) No specific studies regarding impact of the above measures of (a) and (b) have beencarried out and the cost impact of energy cost and energy saving measures on cost ofproduction of goods is not material as it forms a very low percentage vis-a vis the costof Company's product.
d) Total energy consumption and energy consumption per unit of production is given asper Form-A.
B) TECHNOLOGY ABSORPTION ADOPTION AND INNOVATION :
I. RESEARCH AND DEVELOPMENT (R&D)
i. Specific area in which R & D carried out by the Company :
There is no specific area in which the Company has carried the R & D. However theCompany is continuously making efforts for improvements in its production process forbetter productivity and cost efficiency.
ii. Future plan of action
The Company plans to monitor continuously the plant efficiency thus reducing theshortage and reducing the cost of production.
iii. Expenditure on R & D
The company did not incur any Expenditure on R & D.
II. TECHNOLOGICAL ABSORPTION ADAPTATION & INNOVATION :
i. Efforts made towards Technology Absorption:
For the goods manufactured by the Company there is a simple process of ERWmanufacturing technique and the Company has already adopted the same and no innovationshave been carried by the company as there is no other available alternative that wouldensure further cost efficiency.
ii. Particulars relating to imported technology :
The Company has not imported any technology and the plant is working with completelyIndigenous Technical know-how.
C) FOREIGN EXCHANGE EARNING AND OUTGO :
(Rs.in Lacs)
The Directors acknowledge the contributions made by the employees towards the successand growth of the company. Your Directors also take this opportunity to express sincerethanks to the Government Authorities Financial Institutions and the Bankers for theirco-operation and assistance to the Company. The Directors would also like to acknowledgethe continued support of the Company's shareholders in all its endeavors.
