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 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, 2019 are as under:
| Particulars |
For the year ended on |
|
31st March 2019 (Rs.) |
31st March 2018 (Rs.) |
| Revenue from Operations |
0 |
58,850,750.00 |
| Add: Other Income |
15,61,114.00 |
4,438,990.00 |
| Total Revenue (I) |
15,61,114.00 |
63,289,740.00 |
| Total Expenses (II) |
1660229.00 |
62,993,288.00 |
| Profit/ (Loss) Before Tax (I - II) |
(99115) |
296,452.00 |
| Less: (a) Exceptional Items |
- |
- |
| (b) Extraordinary Items |
- |
- |
| (c) Tax Expenses (Current Tax) |
94107 |
(86,336.00) |
| Profit/(Loss) for the period |
(193222) |
210,116.00 |
| Profit/(Loss) After Tax |
(193222) |
210,116.00 |
| Profit/ (Loss) brought forward from previous year(s) |
28673779.00 |
2,835,704.00 |
| Balance carried to the Balance Sheet |
28482396.00 |
3,045,820.00 |
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 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:
| Market Capitalization |
Rs. (Per Lac) |
12,512.03 |
1605.16 |
(-10906.87) |
| Price Earnings Ratio |
Rs. |
608 |
0.00 |
(-608) |
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. 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
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. 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
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:
| S. No. |
Date |
| 1 |
30.05.2018 |
| 2 |
14.08.2018 |
| 3 |
28.08.2018 |
| 4 |
01.10.2018 |
| 5 |
14.11.2018 |
| 6 |
13.02.2019 |
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.
The present composition of these Committees, have been provided as follows:
| Committees |
Composition |
| a. Audit Committee |
Mr. Suresh Aggarwal Kumar |
|
Mrs. Rakhi Upadhyay |
|
Mr. Inus Shaikh Irshad |
| b. Nomination & Remuneration Committee |
Mrs. Rakhi Upadhyay |
|
Mr. Inus Shaikh Irshad |
|
Mr. Ketan Shivajirao Mulay |
| c. Stakeholders Grievance Committee |
Mrs. Rakhi Upadhyay |
|
Mr. Inus Shaikh Irshad |
|
Mr. Ketan Shivajirao Mulay |
| d. Share Transfer Committee |
Mrs. Rakhi Upadhyay |
|
Mr. Inus Shaikh Irshad |
|
Mr. Ketan Shivajirao Mulay |
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
companys 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
Companys inherent strength.
|
By the Order of the Board |
|
For Ram Minerals and Chemicals Limited |
|
Sd/- |
Sd/- |
|
Suresh Aggarwal Kumar |
Rakhi Upadhyay |
|
(Managing Director) |
(Director) |
|
DIN: 08437891 |
DIN: 08437889 |
| Date: 03rd September, 2019 |
|
|
| Place: Delhi |
|
|
+91-9892691696
