Your Directors have pleasure in presenting the Thirty Seventh Annual
Report together with the Audited Financial Statements for the year ended March 31,2023.
FINANCIAL RESULTS (Rs. in lakhs)
|
STANDALONE |
CONSOLIDATED |
| YEAR
ENDED
31.03.2023 |
YEAR
ENDED
31.03.2022 |
YEAR
ENDED
31.03.2023 |
YEAR
ENDED
31.03.2022 |
Profit/(Loss) before
Depreciation |
(131.52) |
(1.51) |
(133.77) |
(2.78) |
Depreciation |
0.02 |
0.02 |
0.21 |
0.21 |
Profit/(Loss) before tax and
exceptional items |
(131.54) |
(1.53) |
(133.98) |
(2.99) |
Profit/(Loss) ) for the year |
(131.54) |
(1.53) |
(133.98) |
(2.99) |
Other comprehensive income /
(expense) |
0.69 |
0.39 |
0.69 |
0.39 |
Total Comprehensive Profit/(Loss)
for the year |
(130.85) |
(1.14) |
(133.29) |
(2.60) |
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING
THE YEAR AND THE STATE OF COMPANYS AFFAIRS
During the year under review, the Company did not have any
manufacturing activities and was engaged in trading activities only.
DIVIDEND
In view of loss, your Directors regret their inability to recommend any
dividend for the year under review. Dividend Distribution Policy is not applicable to the
Company.
As the Company has not declared any dividend since the year 1998, there
are no amounts which are required to be transferred to the IEPF Account as on the date of
this Report.
RESERVES :
No appropriations were made to any specific Reserves for the year under
review.
SHARE CAPITAL :
There was no Change in the Equity Share Capital Structure of the
Company during the year under review. The Company does not have an Employee Stock Option
Scheme nor are there any shares which are held in trust for the benefit of employees of
the Company.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with the Auditors Certificate
regarding Compliance of the conditions of Corporate Governance pursuant to Regulation 34
of SEBI (LODR) Regulations, 2015 is annexed hereto. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Companies Act, 2013, the
Directors confirm that :
1. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any;
2. Appropriate policies have been selected and applied consistently and
have made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2023 and the loss of the
Company for the year ended March 31,2023;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
and for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
4. The annual accounts have been prepared on a going concern basis;
5. Internal financial controls to be followed by the Company have been
laid down and that such internal financial controls are adequate and were operating
effectively; and
6. Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and are operating
effectively.
AUDIT COMMITTEE
The Company has constituted an Audit Committee comprising of the
following Directors viz., Mr. R. G. Kulkarni - Chairman, Mr. H. D. Ramsinghani and Mr B.
L. Khanna. All the members of the Audit Committee are financially literate and have
experience in financial management. The Audit Committee acts in accordance with the terms
of reference specified from time to time by the Board. There were no instances when the
recommendations of the Audit Committee were not accepted by the Board during the year
under review.
OTHER COMMITTEES
The Stakeholders Relationship Committee presently consists of Mr R. G.
Kulkarni (Chairman), Mrs. N. H. Ramsinghani and Mr. D. N. Singh.
The Company is not required to constitute a Risk Management Committee
as it does not fulfill the criteria mentioned in Regulation 21 of Listing Obligations and
Disclosure Requirements, 2015.
The Nomination and Remuneration Committee comprises of Mr R. G.
Kulkarni (Chairman), Mr H. D. Ramsinghani and Mr B. L. Khanna.
The Company has not constituted a Corporate Social Responsibility
Committee as the Company does not fulfill the prescribed criteria under Section 135 of the
Companies Act, 2013.
DETAILS OF SUBSIDIARY/ JOINT VENTURES / ASSOCIATE
COMPANIES
Rama Capital and Fiscal Services Pvt. Ltd. is a wholly owned subsidiary
of the Company which is engaged in the business of providing financial services. The
turnover of the subsidiary during the year under review was Rs 35,873/- and the loss after
tax was Rs 2,44,349/-. There were no other entities which became or ceased to be
subsidiaries, associates orjoint ventures during the year under review.
DISCLOSURES
As the Company did not have any manufacturing activities nor was there
any sale of Methanol during the year under review, the information relating to the
conservation of energy, technology absorption, foreign exchange earnings and outgo is not
separately annexed to the Report. There was no foreign exchange earnings or outgo during
the year under review. For information on power and fuel consumption please refer Note No.
24.
The Managing Director was paid a remuneration of Rs. 36 Lakh during the
year under review. No remuneration was paid to the non-executive Directors other than
sitting fees for attending meetings of the Board or committees thereof. The Details
pertaining to remuneration as 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 is annexed hereto as Annexure A and forms a part of the Report. The
details pertaining to remuneration as required under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as
Annexure B and forms a part ofthe Report.
Details of loans, guarantees and investments, if any, are given under
the Notes to Financial Statements.
All transactions entered in to with Related Parties during the year
under review were in the ordinary course of business and at an arms length at prevailing
market rates.
There were no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the Company and its future
operations. There are no proceedings pending under the Insolvency and Bankruptcy code,
2016 as on the date of this Report.
No material changes or commitments affecting the financial position of
the Company occurred between the end of the financial year to which the financial
statements relate and the date of this report.
The Company has formulated a Whistle Blower Policy under which all
personnel have access to the Audit Committee to report genuine concerns or grievances
relating to the business activities of the Company in general.
There were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review.
The Company has complied with all applicable mandatory secretarial
standards issued by the Institute of Company Secretaries of India.
DIRECTORS
During the year under review, no changes took place in the composition
of the Board of Directors of the Company.
During the year under review, four Board Meetings were held through
VC/OAVM on May 30, 2022, August 12, 2022, November 3, 2022 and January 12, 2023.
Mr D. N. Singh (DIN 00021741) retires from the Board of Directors by
rotation and is eligible for re-appointment.
Mr. H. D. Ramsinghani (Chairman and Managing Director and CFO), Mr. R.
D. Jog (Company Secretary) are the Key Managerial Personnel of the Company.
Your Director Express the profound grief on sad demise of Mr. R. D. Jog
(Company Secretary) who passed away on 7th August, 2023 and the Board of Directors places
on record its whole hearted appreciation of the invaluable contribution made by him over
the years.
The Board of Directors has framed a policy in relation to remuneration
of directors, Key Managerial Personnel and Senior Management and it lays down criteria for
selection and appointment of Board Members. The details of the policy are available on the
website of the Company at www.ramapetrochemicals.com.
The independent Directors of the Company are informed about their
roles, rights, responsibilities in the Company and also about the nature of the industry
in which company operates and other related matters. The details of the familiarization
program are available on the website of the Company at www.ramapetrochemicals.com. The
Independent Directors have furnished a declaration to the effect that they meet the
criteria of independence as provided in Section 149(6) of the Companies Act, 2013. In the
opinion of the Board all the Independent Directors meet the criteria of integrity,
expertise and experience considering the nature of business of the Company.
The performance evaluation of the Board of Directors as a whole was
carried out by the Directors of the Company in their meeting held through VC/OAVM on
January 12, 2023. The criterion for evaluation are available on the website of the Company
www.ramapetrochemicals.com.
AUDITORS
M/s Khandelwal & Mehta LLP, Chartered Accountants, (Firm
Registration No : W100084), were appointed as Statutory Auditors of the Company for a term
of 5 (five) consecutive years at the 34th Annual General Meeting held on September 29,
2020 to hold office till the conclusion of the 39th Annual General Meeting to be held in
the year 2025. The Auditors have confirmed that they are not disqualified from continuing
as Auditors of the Company.
STATUTORY AUDITORS REPORT
Your Directors refer to the observations made by the Auditors in their
Report on Standalone and Consolidated Financial Statements and wish to state that (a) the
Management has treated the payment as "Other Financial Assets" in the interim
period pending the release of collateral security by all the security holders and same
shall be adjusted in due course after the collateral securities are released by all the
security holders (b) the management is hopeful that the Company and its Wholly Owned
Subsidiary would be able to continue operations in the foreseeable future in the normal
course of business and hence, the Standalone and Consolidated accounts have been prepared
on a going concern basis.
There were no frauds reported by the Auditors under sub section 12 of
Section 143 of the Companies Act, 2013 during the year under review.
INTERNALAUDIT
The Company has appointed M/s. H. G. Sarvaiya & Co., Chartered
Accountants as the Internal Auditors and their scope of work includes review of processes,
operational efficiency and effectiveness of systems and processes and assessment of
adequacy of internal controls and safeguards apart from specific operational areas as per
the directions of the Audit Committee. The findings of the Internal Auditor are reviewed
by the Audit Committee at each meeting and corrective measures are taken from time to time
as per the directions of the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY
The provisions relating to Corporate Social Responsibility do not apply
to the Company as the Company does not meet the criteria laid down in Section 135 of the
Companies Act, 2013.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY
The Company has adequate system of internal controls that are
commensurate with its size and nature of business to safeguard and protect the Company
from losses and unauthorized use or disposition of its assets. All the transactions are
properly authorized, recorded and reported to the management. The Company is following all
the applicable Accounting Standards for properly maintaining the books of accounts and
ensuring timely reporting of financial statements. There were no frauds reported by the
Auditors of the Company as on the date of this Report.
SECRETARIAL AUDIT
Pursuant to the provisions of section 204 of the Companies Act, 2013
and the Rules made thereunder, the Company has appointed Mr. Jignesh M. Pandya & Co.
(Membership No. ACS 7346/CP 7318) to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report is annexed hereto as Annexure C and forms a part of this Report.
The Report does not contain any qualifications.
COST AUDIT
In accordance with the provisions of Section 148 ofthe Companies Act,
2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended till date,
the Company was not required to undertake an audit of the cost records for the year under
review.
EXTRACT OFANNUAL RETURN
The extract of the Annual Return in Form MGT 9 pursuant to the
provisions of Section 92 of the Companies Act, 2013 is annexed hereto as Annexure D and
forms a part of this Report.
WEB ADDRESS
The Annual Return referred to in Section 92(3) of the Companies act,
2013 and other details about the Company are available on the website ofthe Company
www.ramapetrochemicals.com.
FIXED DEPOSITS
The Company has not accepted any public deposits and as such no amount
on account of principal or interest on public deposits was outstanding as on the date
ofthe Balance Sheet.
SAFETY, ENVIRONMENTAL CONTROL & PROTECTION
The Company has taken all the necessary steps for safety and
environmental control and protection.
INDUSTRIAL RELATIONS
The Industrial Relations remained cordial during the year under review.
ACKNOWLEDGEMENT
Your Directors sincerely record their appreciation with gratitude for
the continued support and assistance extended to the Company by the Banks and various
Government Departments and Agencies.
|
For and on behalf of the Board |
Place : Mumbai |
H. D. RAMSINGHANI |
Date : August 11, 2023 |
CHAIRMAN AND MANAGING
DIRECTOR |
|
DIN : 00035416 |
+91-9892691696
