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Ramasigns Industries Ltd.

BSE: 515127 Sector: Others
NSE: N.A. ISIN Code: INE650D01026
BSE 00:00 | 26 Sep 4.71 -0.12
(-2.48%)
OPEN

4.73

HIGH

4.80

LOW

4.60

NSE 05:30 | 01 Jan Ramasigns Industries Ltd
OPEN 4.73
PREVIOUS CLOSE 4.83
VOLUME 24616
52-Week high 10.19
52-Week low 3.60
P/E 21.41
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.73
CLOSE 4.83
VOLUME 24616
52-Week high 10.19
52-Week low 3.60
P/E 21.41
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ramasigns Industries Ltd. (RAMASIGNSINDUS) - Director Report

Company director report

To

The Members

The Directors of the Company take pleasure in presenting their 41st Annual Reporttogether with the Annual Audited Financial

Statements for the financial year ended March 31 2021.

Financial Results

The summary of the Company's financial performance for the financial year 2020-21 ascompared to the previous financial year

2019-20 is given below:

(Amt. in lakhs)

Particulars Year Ended 31.03.2020 Year Ended 31.03.2021
Revenue From Operations 8442.35 3250.86
Less: Expenses 8520.36 3146.58
Less: Depreciation 74.40 78.14
Profit before Tax 70.81 35.71
Less: Current Tax 18.00 10.50
Deferred Tax -0.76 -1.32
Excess Provision for Taxation 8.92 -
Net Profit/(Loss) after Tax 44.65 26.54

State of Affairs and Highlights of Performance

The Company's overall revenue was affected because of nationwide lock down due to COVID19 pandemic starting from March 2020 till December 2020. The Company being in the B2Bmarket dealing with outdoor advertising which was severally affected by the pandemic andvarious lockdowns the business of the Company was severally affected. Despite of thesame the Company could regain certain business and achieved Turnover of Rs. 3250.86/-lakhs at the end of F.Y 2020-21 as compared to Rs. 8442.35/- lakhs in the previous year FY 2019-20. The Net profit after tax was Rs. 26.54 lakhs against the Net Profit lakhs inthe previous year.

Dividend

In order to conserve resources of the Company your Directors' do not recommend anydividend for the financial year ended March 31 2021.

Transfer to Reserves

No amount is proposed to be transferred to the reserves for the financial year endedMarch 31 2021.

Deposits

Your Company has not accepted any deposits from the public falling within the ambit ofSection 73 and 74 of the Companies Act 2013 read together with the Companies (Acceptanceof Deposits) Rules 2014.

Term Finance

The Company has availed OD facility and secured commercial vehicle loan from ICICI Bankand unsecured loans from Banks and various financial institutions.

Directors and Key Managerial Personnel (KMP)

Mr. Pankaj Jobalia Managing Director (DIN: 03637846) retires by rotation and beingeligible offers himself for re-appointment.

During the year under review Mr. Deepak Janu Pendhari (DIN: 08948584) was appointed asan Additional Director of the Company on 4th November 2020. Subsequently w.e.f 16thJanuary 2021 he was appointed as an Executive director of the Company. Additionalinformation pursuant to Regulations 26(4) and 36(3) of the Listing Regulations inrespect of the director seeking appointment/re-appointment in AGM forms a part of theNotice.

During the year under review there were no changes in the Key Managerial Personnel ofthe Company.

Annual Evaluation of Board of Directors and Familiarisation Programme

The Board of Directors has carried out an annual evaluation of its own performance itsCommittees and Individual Directors. The evaluation of the Board Committees Directorsand Chairman of the Board was conducted based on the evaluation parameters such as Boardcomposition and structure effectiveness of the Board participation at meetings domainknowledge awareness and observance of governance etc. Further the Company has put inplace an induction and familiarization programs for all its Directors including theIndependent Directors The familiarization program for Independent Directors in terms ofprovision of Regulation 46(2)(i) of Listing Regulations is uploaded on the website of thecompany.

Number of meetings of Board of Directors

The Board of Directors met 5 (five) times during the year. For further details pleaserefer to Corporate Governance Report which forms part of this Annual Report.

Statement of Declaration of Independence

All Independent Directors have submitted the declaration of Independence as requiredunder Section 149 of the Companies Act

2013 confirming that they meet the criteria of Independence as laid down under Section149 (6) of the Companies Act 2013 and

Regulation16(1)(b) of Listing Regulations.

Policies on Directors' Appointment and Remuneration

The Board of Directors decides the criterion for the appointment of a new director onthe Board from time to time; the criteria may include candidate's area of expertiseindustry experience age professional background and such other things.

As per criteria the Nomination & Remuneration Committee shortlists the candidateand after understanding the competence availability of the candidate etc it recommendssuch candidate for appointment to the Board. Remuneration policy of the Company is placedon the website of the Company.

Board Committees

Your Company has following Committees of Board viz

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

4. Finance Committee

Details of all the Committees along with their composition terms of reference andmeetings held during the year are provided in Report on Corporate Governance' forming partof the Annual Report.

Directors' Responsibility Statement

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of theAct with respect to Directors' Responsibility

Statement your Directors hereby confirm that:

• In the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures if any;

• the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period; > the directors havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of Companies Act 2013 for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

• The annual accounts have been prepared on a going concern basis; and

• The Board has laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

• Proper systems have devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Report on Corporate Governance and Management Discussion and Analysis

The Report on Corporate Governance and Management Discussion and Analysis for the yearunder review forms an integral part of this Annual Report. The requisite certificate fromthe Auditors of the Company confirming compliance with the conditions of CorporateGovernance is annexed to the Corporate Governance Report.

Auditors

Statutory Auditors

M/s Vijay Darji and Associates existing Statutory Auditors of Company hold the officeup to the date of this Annual General

Meeting as their term of appointment expires at the AGM. In view of the rotation ofauditors policy it is proposed to appoint M/s S.K.Lotlikar & Co CharteredAccountants Mumbai (FRN 116871W)as Statutory Auditors of the Company in the place ofretiring auditor.

The Board of Directors at their meeting held on 30th June 2021 has recommended theappointment of M/s S.K.Lotlikar & Co as Statutory Auditors of the Company.

The Auditors Report for the year under review is unqualified. The Auditors have notreported any fraud under Section143(12) of the Companies Act 2013.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed M/s. Anurag Vyas & Associates Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 2020-2021. TheReport of the Secretarial Auditor is annexed herewith as Annexure I and forms an integralpart of this Report.

Material Changes and Commitments

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatesand the date of this report.

Subsidiaries Joint Ventures and Associate Companies

The Company does not have any Subsidiary Joint Venture or Associate Company.

Loans Guarantees and Investments

During the year the Company has neither granted any loan nor made any investments orgiven guarantees.

Particulars of Contracts or Arrangements with Related Parties

During the year under review the Company has entered into certain transactions withrelated parties as referred to in Section 188(1) of the Companies Act 2013. All contracts/ arrangements entered by the Company with related parties during the year under reviewwere in the ordinary course of business and on arm's length basis.The necessary detailsfor the related party transactions are given in Financial Statements.

Adequacy of Internal Financial Controls with reference to Financial Statements

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were tested and noreportable material weakness in the design or operation was observed.

Details of significant and material orders passed by the Regulators Courts andTribunals

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and

Company's operations in future.

Particulars of Employees and Related Information

There were no employees in receipt of remuneration as per the provisions of Section197(12) of the Act read with Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. Other particulars as required under sub rule 5 (2) ofthe said rules are given in Annexure II to this report.

Annual Return

The Annual Return for the financial year ended March 31 2021 will be available on thewebsite on the Company i.e. www. ramasigns.in.

Conservation Of Energy Technology Absorption Foreign Exchange Earnings and Outgo

In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3) (m) of the Act read with Companies'(Accounts) Rules 2014 regarding Conservation of Energy and Technology Absorption andresearch and development are not applicable to the Company as of now. There were noforeign exchange earnings during the year.

There was no foreign exchange outflow during the year.

Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehavior of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy and the same is also posted on the website of the Company.

Policy for Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace

The Company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressed) Act 2013.The Company has complied withprovisions relating to the constitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

During the financial year 2020-21 no cases in the nature of sexual harassment werereported at our workplace of the company.

RISK MANAGEMENT POLICY:

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.

General Disclosures

• The Company has paid remuneration to its Managing Directors during the year asper provisions pertaining to Appointment and Remuneration of Managerial Personnel underthe Schedule V to the Companies Act 2013.

• The Company has not issued Sweat Equity Shares.

• The Company has not issued equity shares with differential voting rights.

• The Company has not issued shares under Employee Stock Option Scheme

• The provisions of Section 135 relating to Corporate Social Responsibility arenot applicable to the company.

• The Company is not required to maintain cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013.

Statement on Global Pandemic – COVID 19

In March 2020 the World Health Organization declared COVID-19 a global pandemic. As aresult the operations of the Company were disrupted since mid of March 2020. The Companyhas adopted measures to curb the spread of infection in order to protect the health of itsemployees and ensure business continuity with minimal disruption including remote workingmaintaining social distancing sanitization of work spaces etc.

The Company has evaluated the impact of COVID-19 on the operations of the Companyorder booking and revenue cash flow assets and liabilities and factored in the impact ofit upto the date of approval of these financial results on the carrying value of itsassets and liabilities.

Even though it is very difficult to predict the duration of the disruption overalleconomic environment outstanding order book liquidity position debt statusrecoverability of receivables the Company expects to recover the carrying amount of theseassets and currently does not anticipate any further impairment of it. Given theuncertainties the actual impact of COVID-19 maybe different from that estimated as at thedate of approval of these financial statements and the Company will continue to closelymonitor the developments.

Acknowledgements

The Directors express their sincere gratitude to various Government Agencies BombayStock Exchange Registrar of Companies Depositories and the bankers of the company fortheir ongoing support.

The Directors also place on record their sincere appreciation for the continued supportextended by the Company's stakeholders and employees of the Company.

On behalf of the Board of Directors
For Ramasigns Industries Limited
Sd/- Sd/-
Pankaj Hasmukhlal Jobalia Bijal Jatin Jhaveri
Managing Director Independent Director
DIN : 03637846 DIN 08660142
Date: 30th June 2021
Place: Mumbai

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