Your Directors take pleasure in presenting the 28th Annual Reporttogether with Audited Annual Financial statements of the Company for the financial yearended March 31 2022.
The financial results of the Company for the year under review are compared below withthe previous years results for your information and consideration:
(Rs. in Lacs)
| ||For the Year ended 31-03-2022 ||For the Year ended 31-03-2021 |
|Income from operations & Other income ||33.42 ||62.48 |
|Expenses except Depreciation ||19.77 ||26.66 |
|Depreciation ||0.04 ||0.04 |
|Profit/(Loss) before tax ||13.60 ||35.78 |
|Provision/Payment for Income Tax ||0.58 ||(0.83) |
|Profit/(Loss) After Tax ||13.02 ||36.61 |
|Surplus brought forward from Previous Year ||295.78 ||266.49 |
|Surplus carried to Balance Sheet ||306.19 ||295.78 |
During the year under review your Company has earned Profit of Rs. 13.02 Lakhs aftertax. Your management is working towards growth and development of the Company and we arestriving to achieve the milestones and planned target in the next couple of years.
FINANCE AND CAPITAL STRUCTURE
During the year under review there is no change in the capital structure of theCompany. The present authorized share capital of the Company is Rs. 40000000/- and thepaid-up share capital is Rs. 30065000/-.
AMOUNT IF ANY WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES
During the year under review your Company has transferred Rs. 2.60 Lakhs to statutoryreserves u/s 45IC pursuant to requirement of RBI guidelines.
ABOUT COMPANY OPERATIONS IN PANDEMIC COVID-19
There has been no significant impact worth reporting in company financials pertainingto the Pandemic COVID-19 in the business operations of the Company.
Your Directors have not recommended any dividend for the year under review due topaucity of divisible profits.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (LODR) Regulations 2015 is presented in a separate section forming part ofthe Annual Report and marked as Annexure "I".
Your company has complied with the mandatory provisions of SEBI (LODR) Regulations2015 relating to Corporate Governance with the Stock Exchanges. A comprehensive report onCorporate Governance forming part of the Directors Report and the Certificate fromthe Practicing Company Secretary confirming the compliance of conditions on corporategovernance is included in the Annual Report and marked as Annexure "II".
BUSINESS & OPERATIONS
Non-Banking Financial Companies
Non-banking financial companies (NBFCs) are fast emerging as an important segment ofIndian financial system. It is performing as financial intermediation in a variety ofways like making loans and advances leasing hire purchase etc. They advance loans tothe various wholesale and retail traders small-scale industries and self-employedpersons. Thus they have broadened and diversified the range of products and servicesoffered by a financial sector. Gradually they are being recognized as complementary tothe banking sector due to their customer-oriented services; flexibility and timeliness inmeeting the credit needs of specified sectors; etc.
STATUTORY AUDITORS & AUDITORS REPORT
M/s. NVM & COMPANY Chartered Accountants having FRN: 012974N were appointed as aStatutory Auditors of the company for the period of Five (5) years in the Annual GeneralMeeting of the Company held on 25th September 2017. Their 1st termof five consecutive expires upon the conclusion of ensuing Annual General Meeting.
The Board of Directors has recommended for re-appointment of M/s. NVM & COMPANYChartered Accountants as the Statutory Auditor of the Company for the 2nd termof five consecutive years from F.Y. 2022-23 to F.Y. 2026-27 at 28th AnnualGeneral Meeting of the Company subject to the approval of shareholders in the AnnualGeneral Meeting. Further the auditors have confirmed that their appointment would be inaccordance with the Section 139 of the Act and the rules made thereunder and that theyare not disqualified in terms of Section 141 of the Act.
The Auditors Report does not contain any qualification reservations or adverseremarks and the same are self-explanatory and therefore do not call for any furthercomment thereon.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhad appointed M/s. K. K. Singh & Associates a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company for the Financial Year 2021-2022. TheSecretarial Audit Report is given as Annexure III forming part of thisAnnual Report.
Explanation and comments of Board on observation is Secretarial Audit Report are asunder: -
a. The 100% shareholding of Promoters Group was not in Demat form as requiredunder Regulation 31(2) of SEBI (LODR) Regulations 2015 read with Act.
The Promoter group of the Company has been apprised for the same. It has been informedto the Company that the process for dematerialization of the shares is in the process.
b. The outcome of the Board Meetings to the stock exchange w.r.t. approval of unauditedquarterly financial results approved at the Board meetings held on 27.05.2021 and10.08.2021 were not made separately as required under Regulation 30 however the FinancialResults has been reported under Regulation 33 of the SEBI (LODR) Regulation 2015.
The outcome of the Board meeting in general only covers the approval of audited/unaudited quarterly/ half yearly/ yearly financial results of the Company whoseintimation is primarily governed under the Regulation 33 of SEBI (LODR) Regulations 2015.The same has been duly intimated to the stock exchange within the due time. And merely toavoid duplicacies since there was no new business transacted or approved in the board/committee meeting(s) held in the FY 2021- 2022 no separate reporting under Regulation 30of SEBI (LODr) Regulations 2015 has been made.
c. E-Form MR-1 w.r.t. re-appointment of Mr. Sunil Sachdeva as Managing Director of theCompany w.e.f. 1st August 2021 is under the process of filling.
The same has already been taken up and necessary provisions have been made for fillingthe same.
d. The intimation regarding closure of Trading Window for the quarter ended on 31stDecember 2021 and 31st March 2022 under SEBI (Prohibition of Insider Trading)Regulations 2015 as amended read with the BSE Circular LIST/COMP/01/2019-20 dated 2ndApril 2019 has been made on 5th January 2022 and 2nd April 2022respectively against its prescribed timeline.
For the quarter ending on December 2021 the offices were shut in the month of Januaryor were operative with limited capacity due to the ongoing pandemic. Also there weretravel restrictions. Because of this there was a delay in filling of the intimation forthe trading window closure.
Further for the quarter ending as on March 2022 the inadvertent delay in filing ofthe intimation of trading window closure by 1 day was caused due to the technical glitchin the reporting access of the BSE Website.
e. Form DNBS-2 and DNBS-10 filed on 12th July 2021 and 06thJuly 2021 respectively against its prescribed timelines under the NBFC-Non-Systematically Important NonDeposit taking Company (Reserve Bank) Directions 2016.
The delay in filling of the forms were unintentional and caused due to the repetitiveerrors and technical glitches in accessing the RBI portal while uploading the forms. TheCompany had repeated correspondences with the officials of the RBI for the redressal ofthe same and as and when the issues & queries were resolved the forms were uploadedwithin no time.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Mr. Yogesh Sachdeva who was liable to be retire byrotation at Annual General Meeting held on 27/09/2021 and being eligible he has beenreappointed as Director of the Company in the AGM held for the Financial Year 2020-21.
Mr. Sunil Sachdeva holding DIN: 00012115 being the retiring Director at the upcomingAnnual General Meeting of the Company to be held on 22nd July 2022 and beingeligible offered himself for re-appointment as Director at the ensuing Annual GeneralMeeting of the Company.
Further Ms. Jhum Jhum Sarkar holding DIN: 07919658 being the Independent Director ofthe Company and whose period of office is liable to expire on 24th September2022 and being eligible has offered herself for re-appointment as an Independent Directorof the Company to hold the office with effect from 25th September 2022 to 24thSeptember 2027.
During the year under review Ms. Megha Goel resigned from the office of Key ManagerialPersonnel dated 28.09.2021 and in place of Ms. Megha Goel Ms. Pulkit Nagpal was appointedas a Whole Time Company Secretary of the Company dated 21.10.2021.
Brief resume pursuant to Regulation 36 of SEBI (LODR) Regulations 2015 for theDirectors proposed to be appointed/ reappointed at the ensuing Annual General Meetingnature of their expertise in specific functional areas and their interest in otherentities included in the other listed companies in which he/she holds directorship isincluded in the notes to the Notice convening the Annual General Meeting.
NUMBER OF MEETINGS OF THE BOARD
During the Year of report 06 (Six) Board Meetings were held and details of same aregiven in Corporate Governance Report which forms the part of this report.
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under SEBI (LODR) Regulations 2015. The Board and the Nomination andRemuneration Committee ("NRC") reviewed the performance of the individualdirectors on the basis of the criteria such as the contribution of the individual directorto the Board and committee meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc. In addition theChairman was also evaluated on the key aspects of his role.
Independent Directors of the Company has also reviewed the performance of the ExecutiveDirectors.
The Board has constituted the Audit Committee. The composition powers role and termsof reference of the Committee are in accordance with the requirements mandated underSection 177 of the Companies Act 2013 and Regulation 19 of SEBI (LODR) Regulations 2015.The details of the Audit Committee along with Meetings held during the year are covered inthe Corporate Governance Report which forms part of this Report.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The details of the Whistle Blower Policy are covered in the Corporate Governance Reportwhich form part of this Report.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The details of Internal Financial Control Systems and their adequacy are included inManagement Discussion and Analysis which form part of this report.
POLICY ON DIRECTORS APPOINTMENT REMUNERATION AND OTHER DETAILS.
Policy on Directors Appointment Remuneration and other details as provided underSection 178(3) of the Company has been disclosed in Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given a declaration under sub-section (7) of Section149 of the Companies Act 2013 that they meet the criteria of independence as laid downunder Section 149 (6) of the Companies Act 2013.
Further the Independent Directors have complied with the Code for IndependentDirectors prescribed in Schedule IV to the Act and also the Code of Conduct for directorsand senior management personnel formulated by the company.
DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES
During the year under review there is no Subsidiary/ Joint Venture/ AssociateCompanies of the Company.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The particulars of loans guarantees and investments have been disclosed in thefinancial statements and which forms an Integral Part of the Annual Report.
The Annual Return for the year ended on 31.03.2022 can be viewed through the belowgiven website link https://ramsonsproiects.com/.
Please note that since the Annual return to be prepared and required to be filed within60 days from the date of Annual General Meeting of the Company the copy of Annual returnshall be uploaded on the website on the very same date filed with the Registrar ofCompanies and can be viewed through the above said link.
CONTRACTS/ ARRANGEMENT/ TRANSACTIONS WITH RELATED PARTIES
During the period under review the Company has approved entering into a transactionwith a related party with respect to the sale of land. The transaction is on armlengths basis and is reviewed by the audit committee of the Company.
A detailed disclosure of the transaction with the related party is annexed with thisreport in Form AOC-2 as Annexure- IV.
RISK MANAGEMENT POLICY
During the period under review the Board is of the opinion that there are nothreatening circumstances which may threaten the existence of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of the Company is required to furnish the information in termsof section 134 (5) of the Companies Act 2013 and to best of their knowledge and abilityconfirms that:
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed;
b) The directors had selected such accounting policies and applied them consistentlyand 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 at the end of the financial year and ofthe profit or loss of the company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws including secretarial standards and these systems are adequate andoperating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and the reviews performed by Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that theCompanys internal financial controls were adequate and operationally effectiveduring the Financial Year 20212022.
PARTUCLARS OF FRAUD REPORTED BY THE AUDITOR
During the period under review there is no such fraud reported by the Auditor undersubSection 12 of Section 143 of the Act.
There have been no material changes and commitments which affect the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report.
COMPLIANCE OF SECRETARIAL STANDARDS
During the period under review the Company has complied with the applicableSecretarial Standards as issued by the ICSI.
PARTICULARS OF REMUNERATION OF DIRECTORS KMPs AND EMPLOYEES
No salary has been paid to directors of the Company during the year. The salary paid toKMPs of the Company i.e. Company Secretary & Chief Financial Officer amounts to Rs.450968/- in aggregate.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
Information with respect to Conservation of Energy Technology Absorption & ForeignExchange Earning and Outgo pursuant to section 134 (3) (m) of the Companies Act 2013 isas follows:-
a. Conservation of Energy: The operations of the Company are not power intensive.Nevertheless the Company continues its efforts to conserve energy whenever practicable byeconomizing the use of power.
b. Technical Absorption: Nil
c. Foreign exchange earnings and out go: Nil
The Company has not accepted any deposits from public till date within the meaning ofChapter V of the Companies Act 2013 and rules made there under.
CORPORATE SOCIAL RESPONSIBILITY
The Provisions of Corporate Social Responsibilities as per provisions of the CompaniesAct 2013 and rules made there under are not applicable on the Company.
DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has set up an Internal Complaints Committee for providing a redressalmechanism pertaining to sexual harassment of women employees at workplace.
There was no case of sexual harassment reported during the year under review.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
There has been no order passed by any Regulator Court or Tribunal against the Companywhich can impact its going concern status and companys operation in future.
Your Directors wish to place on record their appreciation for the continued support andcooperation of the shareholders bankers various regulatory and government authoritiesand employees of the Company. Your support as shareholders is greatly valued. Yourdirectors thank you and look forward to your continuance support.
|By order of the Board || |
|For Ramsons Projects Limited || |
|Date: 29//06/2022 || |
|Place: Gurugram || |
| ||Sd/- |
| ||Sundeep Kalsi |
|Sunil Sachdeva ||Director |
|Managing Director ||DIN-01493597 |
|DIN-00012115 ||Add: H-3 Aaron Ville |
|Add: A-10/6 Vasant Vihar ||Sohna Road Sec-48 |
|New Delhi 110057 ||South City-II Gurugram 122018 |