As on: Sep 22, 2023 07:04 AM
To
The Shareholders
Ram Minerals and Chemicals Limited
Your Directors are pleased to present their 8th Annual Report on the business, operations and financial performance together with Audited Financial Statement for the financial year ended 31st March, 2019.
1. OVERALL REVIEW
During the year under review, the Company has recorded a Loss of Rs. 193,222/-. The Company is always endeavor to explore new avenues for business opportunities and wishes to enter into new era of success. The Company is trying its best to keep its expenses in check in spite of inflationary trends and to revive its business. Barring unforeseen circumstances, we expect better performance in the upcoming years.
Presently, the Company is engaged in the business of trading in rice, food products and wooden, metal, plastic etc. and moreover the Company also looking up for new avenue of business to explore the latent offer by this sector and maximize value for its shareholders.
In order to create sustained shareholder values, the Company is scheduling towards the re-orientation of its products and services portfolio. The Company constantly proposes to attain the cost leadership in market and to maintain its tight control on capital and operating cost in these areas, as the Company focuses more on its value creation through new ventures and service offerings.
The Company always tries to endure its best to the Society members including its shareholders. So, always look forward for novel and enhanced avenues that can afford utmost payback to its supporters. However, as per universal rule we couldn't expect for the high returns in short-run but we can promise the same in long-term and for this we always grateful to our shareholders and other believers.
2. FINANCIAL RESULTS
The Company's financial results for the financial year ended on the 31st March, 2019 are as under:
3. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND AS ON THE DATE OF THE REPORT
During the year the Company was not comes out with any material changes and commitment, if any, affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and as on the date of the report.
4. VIGIL MECHANISM
The Vigil Mechanism of the Company pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 which also incorporates a whistle blower policy, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.
5. PARTICULARS OF REMUNERATION
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
i. the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2018-19:
Presently the Company has not been paying any remuneration to any Director so no ascertainment required.
ii. the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial year 2018-19:
Presently the Company has not been paying any remuneration to any Director; therefore increase in remuneration of Director is not ascertainable.
iii. the percentage increase in the median remuneration of employees in the financial year 2018-19: No such increase.
iv. the number of permanent employees on the rolls of company: 2
v. the explanation on the relationship between average increase in remuneration and company performance:
During the year there were no increase in the salary of any staff member. The Company always endear the grooming of Company and its employees as well.
vi. comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:
The Remuneration is being paid in the capacity of Key Managerial personnel only to Ms. Pallavi Mehra, Company Secretary of the Company in the financial year 2018-19 upto 13th Feb, 2019 without any increment as compare to her last remuneration, hence only her remuneration (performance) paid can be compared to the amount of penalty against any non-compliance or any late compliance made by the Company due to any negligence on her part not otherwise. vii. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer, the variations in the net worth of the Company as at the close of the current financial year and previous financial year:
The Company has not come out with any public offer* in last financial year, hence no variation details has been made thereto.
viii. Average percentile increased already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
During the financial year, there was no managerial remuneration paid. Further, the salary paid to employees had been decreased. (Refer attached financial statement)
ix. comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:
The Remuneration is being paid in the capacity of Key Managerial personnel only to Ms. Pallavi Mehra, Company Secretary of the Company in the financial year 2018-19. (The statement about this point has already been clarified earlier.)
x. the key parameters for any variable component of remuneration availed by the Directors:
As there were no remuneration to the Directors therefore the key parameters for the variable component of remuneration were unascertainable.
xi. the ratio of remuneration of the highest paid Director to that of the employees who are not Directors but receivable remuneration in excess of the highest paid director during the year: As there were no remuneration paid to the Directors therefore the ratio of remuneration of the highest paid Director to that of the employees who are not Directors but receivable remuneration in excess of the highest paid director during the year is not ascertainable.
xii. Affirmation that the remuneration is as per the remuneration policy of the Company:
It is hereby affirmed that the remuneration, if any paid, is as per the Nomination and Remuneration Policy of the Company.
During the year, no employee of the Company was in receipt of remuneration as per the requirement of Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, therefore no statement made thereto.
6. DIVIDEND
No Dividend was declared for the current financial year due to loss incurred by the Company.
7. RISK MANAGEMENT
The Company does not have any formal Risk Management Policy as the elements of risk threatening the Company are very minimal. Hence no such committee meeting constituted.
8. POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In pursuance of SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 shall be applicable on those companies having paid up equity share capital exceeding Rs.10 crore and Net Worth exceeding Rs.25 crore, as on the last day of the previous financial year. The paid up share capital and net worth of your company do not qualify for applicability of Regulations of SEBI disclosure requirement. Therefore separate Report of Corporate Governance is not attached herewith.
In spite of above said SEBI circular, Your Company adopts best practices for corporate governance, disclosure standard and enhanced shareholder value while protecting the interest of all other stakeholders including clients, its employee. This has enabled your Company to earn the trust and goodwill of its investors, business partners, employees and the communities in which it operates. Your directors believe that Company profitability must go hand in hand with a sense of responsibility towards all stakeholders, employee and communities.
9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company has no subsidiaries, associates and joint venture companies.
10. DEPOSIT
The Company had neither invited nor accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 2014 during the financial year under review.
11. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations under section 149(7) that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and rules made there under to be read with SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.
12. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company's policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualification, positive attributes, independence of Directors and other related matters has been devised as per the provisions given under Section 178(3) of Companies Act, 2013.
However, the Company has constituted its Nomination and Remuneration Committee as per the provisions of Section 178(1) of Companies Act, 2013 for aforesaid rationale.
13. FUNDS TRANSFER TO RESERVES
The Board proposes no amount to transfer to the reserves as the company is running under loss
14. LOANS, GUARANTEES OR INVESTMENTS
During the financial year, the details relating to loans, guarantee or investment thereto in pursuance of Section 186 of the Companies Act, 2013 and the Rule thereto have already been declared in the Financial Statement of the Company annexed as Annexure - 4.
15. RELATED PARTY TRANSACTIONS
In pursuance of Section 134(3)(h), during the financial year the Company have not entered into any contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013.
16. CHANGE IN SHARE CAPITAL
During the financial year ended on 31st March, 2019, there were no changes in share capital (Authorized Share Capital as well as Paid up share capital) of the Company.
17. AUDITORS
The Board recommends to Appoint M/s S. Agarwal & Co., Chartered Accountants, New Delhi as Statutory Auditor of the Company, at the ensuing Annual General Meeting, to hold office from the conclusion of this Annual General Meeting (AGM) until the conclusion of the next five consecutive Annual General Meeting to be held, subject to approval of the members in Annual General Meeting of the Company in pursuance of Section 139 of the Companies Act, 2013.
The Company has received a confirmation from the proposed Auditors to the effect that their appointment if made would be within the limits prescribed under Section 141(3) of the Companies Act, 2013.
18. AUDITOR'S REPORT
The Auditor's Report is appended with the Audited Accounts of the Company as Annexure - 4. The observations made in the report are self-explanatory and require no further clarification.
19. MEETING OF BOARD
During the year under review, five Board Meetings, four Audit Committee Meetings, five Nomination & Remuneration Committee Meetings, one Stakeholders' Relationship Committee Meetings, one Internal Compliant Committee Meetings and one Vigil Mechanism Committee were convened and held. All the Meetings including Committee Meetings were duly held and convened and the intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 to be read with the SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015.
No. of Board Meeting held during the year:
20. COMMITTEES OF THE BOARD:
During the year, the Committees meet on regular interval to discuss and decide on recurring business policy and strategy apart from other Board business.
The Company constituted its Audit Committee, Investor's/Shareholder's Grievance Committee and Nomination & Remuneration Committee as per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013. The Share Transfer Committee and Committee of Independent Directors also constituted in terms of Board from time to time.
The present composition of these Committees, have been provided as follows:
21. EXTRAORDINARY GENERAL MEETING
No Extra-ordinary General Meeting was held during the year.
22. INTERNAL CONTROL SYSTEM
The Company has an adequate system of internal control covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintenance of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliances with regulations and for ensuring reliability of financial reporting.
23. DIRECTORS
During the period under review, Mr. AKASH (DIN: 07440312) was appointed as the Whole time Director of the Company, Mr. ALOK RAY (DIN: 07534607) and Mr. SUNNY KUMAR (Din: 07981750) was appointed as the Director of the Company in the Annual General Meeting held in the FY 2018-19.
During the period under review, Mr. Suresh Aggarwal Kumar (DIN: 08437891), Mrs. Rakhi Upadhyay (DIN: 08437889) and Mr. Inus Shaikh Irshad (Din: 08527417), Mr. Ketan Shivajirao Mulay (Din: 07221484) has been Appointed as Additional Director of the Company w.e.f 14/05/2019 and 07.08.2019 respectively.
During the period under review, Mr. Vinit, Mr. Mahesh and Mr. Amit Kumar Singh resigned has been from the post of directorship of the Company with effect from 28.08.2018, and 13.02.2019 respectively.
During the Period under review, Mr. Vikash Rana (CFO) and Ms Pallavi Mehta (CS) has been resigned from the post of Chief Financial Officer and Company Secretary of the company respectively with effect from 13.02.2019.
None of the Directors of the Company are disqualified under the provision of Section 164 of the Companies Act, 2013 as applicable on the date of this Directors' Report.
24. APPOINTMENT OF INTERNAL AUDITOR
The Company, in pursuant to the requirement of Section 138 of the Companies Act, 2013 and the Companies (Account) Rules, 2014 or any other provision thereto, has appointed Mr. Saurabh Agrawal, Chartered Accountant, as an Internal Auditor of the Company with effect from 30th April, 2015 to perform all such acts or duties required to be performed by Internal Auditor.
25. APPOINTMENT OF COMPANY SECRETARY
The Company has appointed Ms. Pallavi Mehra, a Member of the Institute of Company Secretaries of India as Company Secretary and Compliance Officer who was resigned on 13.02.2019.
26. APPOINTMENT OF CHIEF FINANCIAL OFFICER (CFO)
During the year Mr. Vikash Rana has been resigned from the post of CFO w.e.f. 13.02.2019.
27. APPOINTMENT OF COST AUDITOR
In view of the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to your company.
28. LISTING COMPLIANCES
Your Directors are pleased to inform you that during the year under review all compliances related to listing with the BSE Ltd. have been duly complied.
29. CORPORATE GOVERNANCE REPORT
During the financial year ended on 31st March, 2019, pursuant to the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 w.e.f. December 1, 2015, the Company has submitted its Corporate Governance Report under the said compliance. In this respect, the Corporate Governance Report for the year ended has been appended as Annexure-2.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report is prepared in accordance with the requirements of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 w.e.f. December 1, 2015 has been submitted its Management Discussion & Analysis Report for the financial year ended on 31st March, 2019, appended with this report as Annexure - 1.
31. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY STATUTORY AUDITORS AND PRACTISING COMPANY SECRETARY IN THEIR REPORTS
All the qualifications, reservations or adverse remarks made by our Statutory Auditors and Secretarial Auditor in their report are self-explanatory so no more explanation required thereto.
32. EXTRACT OF ANNUAL RETURN
As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in prescribed form MGT 9 is attached as Annexure - 3.
33. DIRECTORS RESPONSIBILITY STATEMENT
The Financial Statements are prepared under the historical cost convention following the Going Concern Concept and on Accrual Basis Concept of accounting, in conformity with the Indian Accounting Standards (IND AS) and comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 and Section 133 of Companies Act, 2013.
The Board accepts responsibility for the integrity and objectivity of these financial statements. The Board of Directors has taken sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 (to the extent applicable) and the Companies Act, 2013 (to the extent notified), to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representation received from the Operating Management, and after due enquiry, confirm:
1. That in the preparation of the accounts for the financial year ended 31st March, 2019 the Indian Accounting Standards have been followed along with proper explanation relating to material departures.
2. That the selected accounting policies were applied consistently, and the Directors made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period.
3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and Companies Act, 2013 (to the extent notified) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4. That the Directors have prepared the accounts for the financial year ended 31st March, 2019 on a going concern basis.
5. That the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
6. That the Directors had adopted proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
34. SECRETARIAL AUDIT REPORT
As per the requirement of Section 204 read with Section 134(3) of the Companies Act 2013 and Rule 9 of Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, the Company has obtained a certificate from Mr. Arjunn Kumar Tyagi, Proprietor of M/s Arjunn Kumar Tyagi, Practising Company Secretaries, for the financial year ended March 31st, 2019, that the Company has complied with all provision of Companies Act, 2013. The clauses referred of the aforesaid report appended as Annexure –5 are self-explanatory and, therefore do not call for any further comments.
35. PARTICULARS OF EMPLOYEES
During the year under review no employee is covered as per Rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore any statement that is required to be given showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are not applicable.
36. INFORMATION REQUIRED UNDER SECTION 217(1) (E) OF COMPANIES ACT REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company did not have any activity related to conservation of energy, technology absorption. There were neither foreign exchange earnings nor outgo during the period under review.
37. FORMAL ANNUAL EVALUATION OF THE BOARD
The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
38. CODE OF CONDUCT AND ETHICS
The Board of directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the company's business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for
ACKNOWLEDGEMENT
The Board wishes to express their sincere gratitude for the continued co-operation, encouragement and support extended by the shareholders and Bankers of the Company. The Board also wishes to express their deep appreciation of the dedication services of the officers, staff and workers of the Company who have contributed in the performance and the Company's inherent strength.
By the Order of the Board
For Ram Minerals and Chemicals Limited