Your Directors take pleasure in presenting the 25th Annual Report togetherwith Audited Annual Financial statements of the Company for the financial year ended March31 2019.
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 31-03-2019 ||For the Year ended 31-03-2018 |
|Income from operations & Other income ||20.62 ||69.29 |
|Expenses except Depreciation ||18.58 ||20.60 |
|Depreciation ||0.04 ||0.06 |
|Profit/(Loss) before tax ||1.99 ||48.62 |
|Provision/Payment for Income Tax ||0.84 ||3.57 |
|Profit/(Loss) After Tax ||1.15 ||45.05 |
|Surplus brought forward from Previous Year || ||331.46 |
|Surplus carried to Balance Sheet || ||332.62 |
During the year under review your Company has earned Profit of Rs. 115790/- 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 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. 23158/- to statutoryreserves u/s 45IC pursuant to requirement of RBI guidelines.
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.
AUDITORS & AUDIT 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.
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 07th 2018. Pursuant to the said amendment duringthe five-year term of appointment / re-appointment of Statutory Auditors ratification ofthe appointment / re-appointment by the members at the Annual General Meeting is notrequired.
Accordingly business item of ratification of appointment of Statutory Auditors is notincluded in the Notice calling 25th Annual General Meeting of the Company.
The Auditors 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 2018-19. TheSecretarial Audit Report is given as Annexure III forming partof this Annual Report.
Explanation and comments of Board on observation is Secretarial Audit Report are asunder:-
a. Updation of the website of the Company is under process in terms of SEBI (LODR)
As per Regulation 15 of the SEBI (LODR) Regulations 2015 Company has been exemptedwith major provisions of Regulation 46 and very few information is to be disseminated onthe website of the Company accordingly we are updating the website as per the applicableprovisions of SEBI (LODR) Regulations.
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. The disclosure to the stock exchange w.r.t. resignation of Company Secretary of the
Company was not disclosed within prescribed time period. Further the outcome of theBoard Meeting to the stock exchange w.r.t. approval of unaudited quarterly financialresults approved at the Board meeting held on 08.02.2019 was not made separately asrequired under Regulation 30 however the Financial Results has been reported underRegulation 33 of the SEBI (LODR) Regulation 2015.
Since the resignation of Mr. Gaurav Mishra has been accepted on 27.09.2018 the samehas been intimated to BSE on October 1 2018. Due to AGM work the same has beeninadvertently missed to be reported within prescribed time. The Company in their meetingheld in Financial Year 2018-19 on 08.02.2019 has not transacted any business other thanapproval of quarterly financials and the same has been intimated to Stock Exchange underRegulation 33 of SEBI (LODR) Regulations 2015. The same has been inadvertently missed tobe reported under Regulation 30 of SEBI (LODR) Regulations 2015 as well.
d. The Annual Return and the Certificate from Statutory Auditors to the Reserve Bank of
India had not been furnished within prescribed time period due to some technical error.
For the reason of blocking of COSMOS ID due to some technical glitch the Company wasunable to file RBI Returns on time. The Company was in continuous follow up with RBI forresolving the issue and as soon as the issue was resolved the company has filed the samewith RBI.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Mr. Gaurav Mishra has resigned from the post of CompanySecretary w.e.f 31/10/2018 and Ms. Megha Goel was appointed as a Company Secretary of theCompany w.e.f. 03/12/2018. Mr. Sunil Sachdeva who was liable to retire by rotation atAnnual General Meeting held on 27/09/2018 and being eligible he has been reappointed asDirector of the Company in the AGM held for the Financial Year 2017-18.
Further Mr. Yogesh Sachdeva holding DIN: 00171917 is retiring Director at theupcoming Annual General Meeting of the Company and being eligible offered themselves forreappointment as Director at the ensuing Annual General Meeting of the Company.
Brief resume pursuant to Regulation 36 of SEBI (LODR) Regulations 2015 of theDirectors proposed to be appointed/ reappointed at the ensuing Annual General Meetingnature of his expertise in specific functional areas and name of the Listed Companies inwhich he/she holds directorship is included in the notes to the Notice convening theAnnual General Meeting.
NUMBER OF MEETINGS OF THE BOARD
During the Year of report 07 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.
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 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 andExtracts of the Annual Return which forms an integral part of the Directors 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.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
During the year under review there is no Subsidiary/Joint Venture/Associate Companiesof 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.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act the extract of annual return is given in AnnexureIV and also available on the website of the Company i.e. www.ramsonsprojects.comin the prescribed Form MGT-9 which forms part of this report.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions falls under the scope of Section 188(1) of the Act.
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 are 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) Theyhave laid down internal financial controls to be followed by the Company and that suchinternal 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 2018-19.
PARTICULARS OF REMUNERATION OF DIRECTORS KMPs AND EMPLOYEES
A statement containing the details of the Remuneration of Directors KMPs 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.
However salary paid to KMP i.e. Company Secretary has been disclosed in Extracts ofAnnual Return Annexure -IV 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) 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 |
|Sunil Sachdeva ||Sundeep Kalsi |
|Managing Director ||Director |
|DIN-00012115 ||DIN-01493597 |
|Add: A-10/6 Vasant Vihar ||Add: H-3 Aaron Ville |
|New Delhi 110057 ||Sohna Road Sec-48 |
|Place: Gurugram ||South City-II Gurugram 122018 |
|Date: 09-08-2019 || |