Ramasigns Industries Ltd Directors Report.
The Directors of the Company take pleasure in presenting their 39th Annual Report together with the annual audited financial statements for the financial year ended March 31, 2019.
The summary of the Companys financial performance for the financial year 2018-19 as compared to the previous financial year 2017-18 is given below:
|(Amt. in lakhs)|
|Particulars||Year Ended 31.03.2019||Year Ended 31.03.2018|
|Revenue From Operations||12080.87||12,472.31|
|Profit before Tax||234.10||222.94|
|Less: Current Tax||65.00||65.00|
|Excess Provision for Taxation||(15.56)||0.58|
|Net Profit/(Loss) after Tax||184.94||155.76|
State of Affairs and Highlights of Performance
Overall printing industry business has been subdued over a period of time. However, despite of the challenges, the Company was able to maintain the revenue from operations of Rs. 12080.87/- lakhs including other income as compared to Rs. 12,472.31/- Lakhs in the previous year. The Net profit after tax was Rs. 184.94 Lakhs against the Net Profit of Rs. 155.76 lakhs in the previous year.
In order to conserve resources of the Company, your Directors do not recommend any dividend for the Financial year ended March 31, 2019
Transfer to Reserves
No amount is proposed to be transferred to the reserves for the financial year ended 31st March, 2019.
Your Company has not accepted any deposits from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.
The Company has availed secured commercial vehicle loan from ICICI Bank and unsecured loans from various financials intuitions.
Directors and Key Managerial Personnel (KMP)
Mr. Pankaj Jobalia, Executive Director (DIN: 03637846), retires by rotation and being eligible offers himself for reappointment
During the year under review, Mr. Jayesh Vinod Shah (DIN: 08357217), was appointed as an Additional (Independent) Director of the Company w.e.f 12th February, 2019. Further, Mr. Prashaant Manoharlal Jain (DIN: 08463864) was appointed as an Additional (Independent) Director w.e.f. 29th May, 2019. In terms of the Section 161 of the Companies Act, 2013, both of them hold office until the conclusion of the ensuing Annual General Meeting of the Company. Accordingly, approval of shareholders is being sought for their appointment as Independent Director for a period of 5 years.
Notice in writing has been received from a member proposing the candidature of Mr. Jayesh Vinod Shah, and Mr. Prashaant Manoharlal Jain as Independent Director.
Mr. Jitendra Sharma (DIN: 07221307) has resigned from the post of Whole Time Director of the Company w.e.f 11th March, 2019.
Issuance of Shares
During the year under review, the Company issued and allotted following shares pursuant to the conversion of the share warrants, held by the Promoters of the Company :
i) 10,10,000 Equity Shares of Rs. 10 each on 25th March, 2019.
Evaluation of Board of Directors
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual Directors Further, the Company has put in place an induction and familiarization program for all its directors.
Number of Meetings of Board of Directors
The board of directors met 4 (Four) times during the year. For further details, please refer to Corporate Governance Report, which forms part of this Annual Report.
Statement of Declaration of Independence
All Independent Directors have submitted the declaration of Independence as required under Section 149 of the Companies Act, 2013 confirming that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation16 (b) of Listing Regulations.
Policies on Directors Appointment and Remuneration
The Board of Directors decides the criterion for the appointment of a new director on the Board from time to time; the criteria may include candidates area of expertise, industry experience, age, professional background and such other things.
As per criteria, the Nomination & Remuneration Committee shortlists the candidate and after understanding the competence, availability of the candidate etc, it recommends such candidate for appointment to the Board. Remuneration policy of the Company is placed on the website of the Company.
Your Company has following Committees of Board, viz,
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Report on Corporate Governance forming part of the Annual Report.
Directors Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors Responsibility Statement, your Directors hereby confirm that:
> In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, if any;
> the directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the Company for that period;
> the directors had taken Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
> The annual accounts have been prepared on a going concern basis; and
> The Board had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
> Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Report on Corporate Governance and Management Discussion & Analysis
The report on Corporate Governance and Management Discussion and Analysis for the year under review which forms part of the Annual Report are given separately. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.
> Statutory Auditors
M/s. Amit Sheth & Associates, (FRN: 0134274W), Chartered Accountants, were appointed as Statutory auditors at the 36th Annual General Meeting held on 27th September, 2016, to hold office until the conclusion of 40th Annual General Meeting. In terms of the amended provision of section 139(1) of the Companies Act, 2013, effective from 7th May, 2018, Auditors appointment is not required to be ratified by Members at the Annual General Meeting.
The Auditors report for the year under review is unqualified. The Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013.
> Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Anurag Vyas & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2018-2019. The Report of the Secretarial Auditor is annexed herewith as Annexure III and forms an integral part of this Report.
Material Changes and Commitments
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.
Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any Subsidiary, Joint Venture or Associate Company.
Loans, Guarantees and Investments
During the year, the Company has not granted any loan,made investments or given guarantees.
Particulars of Contracts or Arrangements with Related Parties
During the year under review, the Company has entered into certain transactions with related parties as referred to in Section 188(1) of the Companies Act, 2013. All contracts / arrangements entered by the Company with related parties, during the year under review, were in the ordinary course of business and on arms length basis. The necessary details for the related party transactions are given in Financial Statements.
Adequacy of Internal Financial Controls with reference to Financial Statements
The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.
Details of significant and material orders passed by the Regulators, Courts and Tribunals
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.
Particulars of Employees and Related Information
There were no employees in receipt of remuneration, as per the provisions of Section 197(12) of the Act read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Other particulars as required under sub rule 5 (2) of the said rules are given in Annexure I to this report.
Extract of Annual Return
As per the requirements of Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure II.
Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are not applicable to the Company, as of now.
There were no foreign exchange earnings during the year.
There was foreign exchange outflow to the extent of Rs. 1,73,19,290.11 during the year.
Vigil Mechanism/Whistle Blower Policy
The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy and the same is also posted on the website of the Company.
Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace
The Company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013.The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year 2018-19, no cases in the nature of sexual harassment were reported at our workplace of the company.
RISK MANAGEMENT POLICY:
The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.
The Company has paid remuneration to its Whole Time Directors during the year as per provisions pertaining to Appointment and Remuneration of Managerial Personnel under the Schedule V to the Companies Act, 2013.
The proceeds of issuance of shares arising out of conversion of share warrants are being fully utilized for the purposes stated.
The Company has not issued Sweat Equity Shares.
The Company has not issued equity shares with differential voting rights.
The Company has not issued shares under Employee Stock Option Scheme
The provisions of Section 135 relating to Corporate Social Responsibility are not applicable to the company.
The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.
The Directors express their sincere gratitude to various Government Agencies, Bombay Stock Exchange, Registrar of Companies, Depositories and the bankers of the company for their ongoing support.
The Directors also place on record their sincere appreciation for the continued support extended by the Companys stakeholders and employees of the Company.
|On behalf of the Board of Directors|
|For Ramasigns Industries Limited|
|(Formerly Known As Rammaica India Limited)|
|Pankaj Hasmukhlal Jobalia||Bijal Jatin Jhaveri|
|Whole Time Director||Independent Director|
|DIN : 03637846||DIN 08018084|
|Date: 29th May, 2019|