Ram Minerals and Chemicals Ltd Directors Report.

To

The Shareholders

Ram Minerals and Chemicals Limited

Your Directors are pleased to present their 7th Annual Report on the business, operations and financial performance together with Audited Financial Statement for the financial year ended 31st March, 2018.

1. OVERALL REVIEW

The Financial Year 2017-18 has been a satisfying year. During the year under review, the Company has recorded a Profit of Rs. 210,116/-. 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. gift items like corporate mementos 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 couldnt 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 Companys financial results for the financial year ended on the 31st March, 2018 are as under:

Particulars

For the year ended on

31st March 2018 31st March 2017
(Rs.) (Rs.)
Revenue from Operations 58,850,750.00 329,895,820.00
Add: Other Income 4,438,990.00 3,592,821.00
Total Revenue (I) 63,289,740.00 333,488,641.00
Total Expenses (II) 62,993,288.00 332,492,107.00
Profit/ (Loss) Before Tax (I-II) 296,452.00 996,534.00
Less: (a) Exceptional Items - -
(b) Extraordinary Items - -
(c) Tax Expenses (Current Tax) (86,336.00) (307,930.00)
Profit/(Loss) from the period from continuing operations
Add: Previous Year Tax Adjustment
Profit/(Loss) for the period 210,116.00 688,604.00
Profit/( Loss) After Tax 210,116.00 688,604.00
Profit/ (Loss) brought forward from previous year(s) 2,835,704.00 2,147,100.00
Balance carried to the Balance Sheet 3,045,820.00 2,835,704.00

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 2017-18:

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 2017-18:

Presently the Company has not been paying any remuneration to any Director; therefore increase in remuneration of Director is not ascertainable.

There were no change in the remuneration of Ms. Pal la vi Mehra, Company Secretary during the financial year ended on 31st March, 2018.

iii. the percentage increase in the median remuneration of employees in the financial year 2017-18: No such increase.

iv. the number of permanent employees on the rolls of company: 5

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 remuneration paid by the Company was Rs. 12,44,000/- as remuneration to employees as compared to Rs. 12,59,500/- in the previous year. However, the performance of the Company has been satisfactory. 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 2017-18, and Compliance Officer of the Company 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:

Particulars Unit As at March 31, 2018 As at March 31, 2017 Variation
Market

Capitalization

Rs. (Per Lac) 12,512.03 42,536.81 (30,024.78)
Price Earnings Ratio Rs. 608 6,079 (5,4710.00)

The Company has not come out with any public offer* in last financial year, hence no variation details has been made thereto.

*Bonus Issue not included in Public Offer definition.

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 have not been increased. (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 2017-18. (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

The Management believes that the profits earned during the financial year must be retained and redeployed for the operations of the Company. As the Company needs further funds to enhance its business operations, upgrade the efficiency and to meet out the deficiencies in working capital, the Directors do not recommend any dividend on Equity Shares for the financial year 2017-18.

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

The Company does not have developed and implemented any corporate social responsibility initiatives as the said provisions are not applicable to the Company.

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

Mr. Amit Kumar Singh, Mr. Alok Ray and Mrs. Upender Kaur Sodhi, Independent Directors of the Company have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with relevant rules thereto.

12. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Companys 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

During the period the Company has not transferred any sum to the Reserves of the Company in pursuance of Section 217(l)(b) of the Companies Act, 1956 and Section 134(3)(j) of the Companies Act, 2013.

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, 2018, there were no changes in share capital (Authorized Share Capital) of the Company. However, the paid-up share capital has been enhanced to 205,790,100 equity shares of Re. 1/- each from 41,158,020 equity shares of Re. 1/- each as per the allotment of Bonus shares in the ratio of 4:1 on 27/04/2017.

17. AUDITORS

The Board recommends to ratify the re-appointment of M/s GAMS & Associates (Formerly known as Singla and Associates), 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 9th Annual General Meeting to be held in the year 2020, subject to ratification by the members in every Annual General Meeting of the Company held after this AGM 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. AUDITORS REPORT

The Auditors 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

The Board meets at its regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. More of the time the Board/Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

However, in case of a special and urgent business need, the Boards approval is taken by passing Resolutions through circulation (if required), as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. The Board met 16 (Sixteen) Times in financial year 2017-18 viz., 06.04.2017, 20.04.2017, 27.04.2017, 30.05.2017, 02.06.2017, 20.06.2017, 12.08.2017, 28.08.2017, 04.09.2017, 13.09.2017, 01.10.2017, 13.11.2017, 18.12.2017, 13.02.2018, 22.03.2018 and 31.03.2018. The maximum interval between any two meetings did not exceed 120 days.

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, Investors/Shareholders 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. Signed minutes of the Committee meetings are placed in the Board Meetings for information of the Board.

The present composition of these Committees, have been provided as follows:

S. No. Committees Composition
a. Audit Committee * Mr. Amit Kumar Singh
* Mr. Akash
* Mr. Alok Ray
b. Nomination & Remuneration Committee * Mr. Amit Kumar Singh
* Mr. Sunny Kumar
* Mr. Alok Ray
c. Stakeholders Grievance Committee * Mr. Amit Kumar Singh
* Mr. Akash
* Mr. Alok Ray
d. Share Transfer Committee * Mr. Amit Kumar Singh
* Mr. Akash
* Mr. Alok Ray

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. Vikash Rana (DIN: 05181168) has been resigned from the Directorship and from the post Managing Director of Company with effect from 31st March, 2018 and at the same time he was appointed as CFO of the Company. Mr. Mahesh (DIN:07587314) has been resigned as CFO on 31st March 2018 but continued as Director.

Mr. Sunny Kumar (DIN: 07981750), Mr. Akash (DIN: 07440312) and Mr. Alok Ray (DIN: 07534607) have been appointed as additional director of the Company with effect from 15.11.2017, 28.08.2018 and 28.08.2018 respectively.

Mr. Vinit (DIN: 07651801) and Mr. Mahesh (DIN: 07587314) have been resigned from directorship of the Company on 28th August, 2018. The Board appreciates the contribution made by him during his tenure as Director of the Company.

The present composition of Board is as follows:

S. No. Name of the Director DIN Designation Date of Appointment
1. Mr. Amit Kumar Singh 06903719 Director July 11th, 2014
2. Mrs. Upender Kaur Sodhi 07107427 Director February 27th, 2015
3. Mr. Sunny Kumar 07981750 Additional Director November 15th, 2017
4. Mr. Alok Ray 07534607 Additional Director August 28th, 2018
5. Mr. Akash 07440312 Additional Director August 28th, 2018

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.

*The same detail has already been given in our last report.

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 with effect from 30th May, 2015.

*The same detail has already been given in our last report.

26. APPOINTMENT OF CHIEF FINANCIAL OFFICER (CFO)

Pursuant to Section 203 of the Companies Act, 2013, read with Rule 8 of the Companies (Appointment and Remuneration) Rules, 2014, the Board at its meeting held on 31st March, 2018 has appointed Mr. Vikash Rana (Former Managing Director) as the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company after resignation of Mr. Mahesh from the same post on the same day.

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, 2018, 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, 2018, 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

There were no qualifications, reservations or adverse remarks made by our Statutory Auditors and Secretarial Auditor in their report. Further, the said reports 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, 2018 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, 2018 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. Mohit Singhal of M/s Mohit Singhal and Associates, Company Secretaries, for the financial year ended March 31st, 2018, 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 companys business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for ones conduct in dealing with the Company, fellow directors and with the environment in which the Company operates. The code is available on the Companys website.

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 Companys inherent strength.

By the Order of the Board

For Ram Minerals and Chemicals Limited

Sd/- Sd/-
Amit Kumar Singh Akash
(Director) (Additional Director)
DIN:06903719 DIN: 07440312
Date: 28th August, 2018
Place: Delhi