Your Directors take pleasure in presenting the 24th Annual Report togetherwith Audited Annual Financial statements ofthe Company for the financial year ended March312018.
The financial results of the Company for the year under review are compared below withthe previous year's results for your consideration:
| ||For the Year ended 31-03-2018 ||For the Year ended 31-03-2017 |
|Income from operations & Other income ||69.29 ||56.38 |
|Profit/(Loss) before depreciation ||48.68 ||13.17 |
|Depreciation ||0.06 ||0.10 |
|Profit/(Loss) before tax ||48.62 ||13.07 |
|Provision/Payment for Income Tax ||3.57 ||- |
|Profit/(Loss) After Tax ||45.05 ||13.07 |
|Surplus brought forward from Previous Year ||286.41 ||273.34 |
|Surplus carried to Balance Sheet ||331.46 ||286.41 |
During the year under review the company has a profit of Rs.4505491/- after tax.
The Board of Directors do not recommend dividend for the year.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (LODR) Requirements 2015 with the Stock Exchanges in India is presented in aseparate section forming part of the Annual Report.
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 from thePracticing Company Secretary confirming the compliance of conditions on corporategovernance is included in the Annual Report.
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.
AUDITORS & AUDIT REPORT
M/s NVM & COMPANY Chartered Accountants having FRN:012974N were appointed as aStatutory Auditors of the company for the term of 5 years in last Annual General Meetingof the Company held on 25th September 2017.
The requirement relating to ratification of Auditors by the members of the Company atevery AGM has been dispensed with by the Companies Amendment Act 2017 vide NotificationNo. S.O. 1833(E) dated May 07 2018. Pursuant to the said amendment during the five-yearterm of appointment / re-appointment of Statutory Auditors ratification of theappointment / re-appointment by the members at the Annual General Meeting is not required.
Accordingly business item of ratification of re-appointment of Statutory Auditors isnot included in the Notice dated 04/09/2018 calling 24th Annual General Meetingof the Company.
The Auditor's Report does not contain any qualification and the same areself-explanatory and therefore do not call for any further comment 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 2017-18. TheSecretarial Audit Report is given as Annexure II' forming part of this Report.
Explanation and comments ofBoard on observation is Secretarial Audit Report are asunder:-
a. Updation of the website of the Company is under process in terms of SEBI (LODR)Regulations 2015.
As per the Regulation 15 of the SEBI (LODR) Regulation 2015 company has been exemptedwith major provisions of Regulation 46 and very few information is to be disseminated onthe website accordingly we are updating our website as per the applicable provision ofSEBI (LODR) Regulations 2015.
b. The 100% shareholding of promoters was not in demat form as required underRegulation 31(2) of SEBI (LODR) Regulations 2015.
Company has intimated the promoters whose shares are in physical form to change theirholding in Demat form.
c. There are certain compliances w.r.t. filing with stock exchanges i.e. Reconciliationof Share Capital Audit Report and Share holding pattern which were complied with few daysdelay as per the requirements of SEBI (LODR) Regulations 2015.
There was an inadvertent delay of 2-3 days in filing of Share Capital Audit Report andShareholding Pattern for 1 quarter only.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Mr. Harish Chhbara was appointed as a Chief FinancialOfficer of the Company on 13/07/2017.
Ms. Jhum Jhum Sarkar was appointed as an Independent Director on the Board of theCompany w.e.f. 25th September 2017.
Ms. AnitaRoyhas resignedfrom the post of Director ofthe Company w.e.f. 25thAugust 2017.
Brief resume pursuant to Regulation 36of SEBI (LODR) Regulations 2015 of the Directorsproposed to be appointed/ reappointed at the ensuing Annual General Meeting nature of hisexpertise in specific functional areas and name of the Listed Companies in which he/sheholds directorship is included in the notes to the Notice convening the Annual GeneralMeeting.
NUMBER OF MEETINGS OF THE BOARD
During the Year of report 09 Board Meeting were held and details of same are given inCorporate 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. AUDIT COMMITTEE
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 is 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 DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS.
Policy on Director's Appointment and Remuneration and other details as provided underSection 178(3) of the Company has been disclosed in Corporate Governance Report andExtracts of the Annual Return which forms an integral part of the Director's 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.
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.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure I and also available on the website of the Company i. e. www.ramsonsproiects.comin the prescribed Form MGT-9 which forms part of this report.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties falls under the scope of Section 188(1)of the Act.. DIRECTORS RESPONSIBILITY STATEMENT
The information required to be furnished in terms of section 134 (5) of the CompaniesAct 2013 the Board of Directors to best of their knowledge and ability confirm 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 and these systems are adequate and operating 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 the Company'sinternal financial controls were adequate and operationally effective during the FinancialYear 2017-18.
PARTICULARS OF REMUNERATION OF DIRECTORS KMP's AND EMPLOYEES
A statement containing the details of the Remuneration of Directors KMP's andEmployees as required under Section 197(12) of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 cannot becalculated because no salary has been given to any director during the year. Howeversalary paid to KMP i.e. Company Secretary has been disclosed in Extracts of Annual ReportAnnexure -I which forms the part of this Report.
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) ofthe Companies Act 2013 is asfollows:-
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 fixed deposits from public till date within themeaning of Chapter 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 nocase of sexual harassment reported during the year under review.
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 Ltd. || |
| ||(Sunil Sachdeva) ||(Sundeep Kalsi) |
| ||Managing Director ||Director |
| ||DIN-00012115 ||DIN-01493597 |
|Place: Gurugram || || |
|Date: 04-09-2018 || || |