To,
The Members,
The Directors of the Company take pleasure in presenting their 43rd
Annual Report together with the Annual Audited Financial
Statements for the financial year ended March 31, 2023.
Financial Results
The summary of the Companys financial performance for the
financial year 2022-23 as compared to the previous financial year
2021-22 is given below: (Amt. in lakhs)
Particulars |
Year Ended 31.03.2022 |
Year Ended 31.03.2023 |
| Revenue From Operations |
3487.98 |
2502.52 |
| Less: Expenses |
3568.41 |
2595.62 |
| Less: Depreciation |
78.18 |
59.79 |
| Profit before Tax |
10.37 |
60.79 |
| Less: Current Tax |
2.70 |
15.81 |
| Deferred Tax |
(1.82) |
(0.64) |
| Excess Provision for Taxation |
-- |
-- |
| Net Profit/(Loss) after Tax |
9.49 |
45.63 |
State of Affairs and Highlights of Performance
The Companys business based on B2B market dealing with outdoor
and indoor advertising. With stiff competition from unorganized sector and rising raw
material costs for the industry, there are challenges in the business. However, despite of
the challenges, the turnover of the Company stood as Rs. 2502.52 lakhs at the end of F.Y
2022-23 as compared to Rs. 3487.98 lakhs in the previous year F Y 2021-22. The Net profit
after tax stood increased at Rs. 45.63 lakhs as compare to the Net Profit of Rs. 9.49
lakhs in the previous year.
Dividend
In order to conserve resources of the Company, your Directors do
not recommend any dividend for the financial year ended
March 31, 2023.
Transfer to Reserves
No amount is proposed to be transferred to the reserves for the
financial year ended March 31, 2023
Deposits
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.
Non-Convertible Debentures
In the previous year, 2021-22, the Company has issued 72 Unsecured,
Listed, Privately Placed, Redeemable Non-Convertible Debentures (NCDs) of Rs 10 Lakhs
each, aggregating to Rs. 7.2 crores. The Debentures are listed on debt segment of BSE. The
said Debentures are repayable over a period of 4 years in trenches and the Company has
been regular in payment of the principal and interest thereon.
Credit Rating
The Company has obtained Credit Rating for its listed Non-Convertible
Debentures (NCD) from Care Edge Rating Limited. The last rating affirmed was "B"
(Stable) for the NCD as on 31 st March 2023.
Term Finance
The Company has continued the OD facility and secured commercial
vehicle loan from ICICI Bank and unsecured loans from
Banks and various financial institutions.
Directors and Key Managerial Personnel (KMP)
Mr. Pankaj Hasmukhlal Jobalia (DIN: 03637846), Managing Director,
retires by rotation and being eligible offers himself for reappointment.
Mr. Ramesh Punaji Gonda resigned from the post of Chief
Financial Officer w.e.f. September 01, 2022. After that, Mr. Vishal Parshottam Waghela
appointed as the Chief Financial Officer of the Company w.e.f. September 05, 2022.
Mr. Subrat Shukla resigned from the post of Company Secretary
and Compliance Officer w.e.f. February 23, 2023. After that, Ms. Anita Gupta appointed as
the Company Secretary and Compliance Officer of the Company.e.f. March 27, 2023 w .
Mr. Taranveer Singh Dhingra (DIN: 09363227) was appointed as an
Additional Director of the Company on 2nd August, 2023. The term of appointment
of Mrs. Bijal Jatin Jhaveri (DIN:08018084), Independent Director, gets completed at the
conclusion of the ensuing Annual General Meeting. The Board puts on record its
appreciation of the valuable contribution given by her during her tenure as an Independent
Director of the Company. Additional information, pursuant to Regulations 26(4) and 36(3)
of the Listing Regulations, in respect of the director seeking appointment/re-appointment
in AGM, forms a part of the Notice.
As on date 31st March 2023, Mr. Pankaj Hasmukhlal Jobalia,
Mr. Karan Jobalia, Mr. Prashant Manohar Jain, Ms. Bijal Jatin Jhaveri, Mr. Jayesh Vinod
Shah, Mr. Deepak Janu Pendhari, Mr. Sursari Sagar Dwivedi and Ms. Suruchi Arjaria are
Directors of the Company.
Mr. Vishal Parshottam Waghela, Chief Financial Officerand Ms. Anita
Subedar Gupta, Company Secretary are the Key Managerial Personnel of the Company.
Annual Evaluation of Board of Directors and Familiarization Programme
The Board of Directors has carried out an annual evaluation of its own
performance, its Committees and Individual Directors. The evaluation of the Board,
Committees, Directors and Chairman of the Board was conducted based on the evaluation
parameters, such as Board composition and structure, effectiveness of the Board,
participation at meetings, domain knowledge, awareness and observance of governance, etc.
Further, the Company has put in place an induction and familiarization programs for all
its Directors including the Independent Directors.
The familiarization program for Independent Directors in terms of
provision of Regulation 46(2)(i) of Listing Regulations, is uploaded on the website of the
company i.e. www.Ramasigns.in.
Number of meetings of Board of Directors
The Board of Directors met 8 (Eight) 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(1)(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 i.e. www. Ramasigns.in.
Board Committees
Your Company has following Committees of Board, viz,
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nominations and Remuneration Committee
4. Finance Committee (Non-Mandatory)
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 have 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
have taken proper and sufficient care for the 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 has 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 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 and Analysis
The Report on Corporate Governance and Management Discussion and
Analysis for the year under review, forms an integral the Secretarial Auditors of the
Company confirming compliance with the part of this Annual Report. The requisite
certificate conditions of Corporate Governance is annexed to the Corporate Governance
Report.
Auditors
> Statutory Auditors
M/s S. K. Lotlikar & Co., Chartered Accountant (FRN: 143992W), were
re-appointed as the Statutory Auditors of the company in the Annual General Meeting of the
Company held on 30th September, 2022 to hold the office upto the conclusion of
Annual
General Meeting to be held in the financial year 2025-26. However, M/s.
S. K. Lotlikar & Co. vide its letter dated 3rd June, 2023 resigned as the
Statutory Auditors of the Company.
Based on the recommendations of the Audit Committee, after obtaining
their consent and eligibility certificate under Section
139(1) of the Companies Act, 2013, the Board of Directors of the
Company at their meeting held on 16th June, 2023 appointed M/s R. Mehta &
Associates, Chartered Accountants (Firm Registration Number: 143992W) as the Statutory
Auditors of the Company under Section 139(8) of the Companies Act, 2013, to fill the
casual vacancy consequent to the resignation of S.
K. Lotlikor & Co.
As required by Section 139(8) of the Companies Act, 2013, the
appointment is also to be ratified and approved at a general meeting of the Company.
Accordingly, the Board of Directors recommends the said appointment for the ratification
and approval of shareholders at the ensuing AGM of the Company.
Further, the Board, on the recommendation of the Audit Committee and
subject to the approval of the shareholders, approved appointment of M/s R. Mehta &
Associates (Firm Registration Number: 143992W) as the Statutory Auditors of the Company
for a period of 5 (five) years from the conclusion of the ensuing 43 rd AGM
till the conclusion of the 48th AGM to be held in the year 2028 at such
remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed
between the Board of Directors of the Company and the Auditors. Appropriate resolution
seeking Members approval for the appointment of M/s R. Mehta & Associates as the
Statutory Auditors of the Company is appearing in the Notice convening the ensuing AGM of
the Company. The Audit for FY 2022-23 was conducted by S. K. Lotlikor & Co. and there
are no qualifications, reservations, adverse by the Statutory Auditor in their Audit
Report. The Notes to the financial statements referred in explanatory and therefore do not
call for any comments under Section 134 of the Companies Act, 2013. 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 Ms. Nidhi Bajaj, Company Secretary in Practice to
undertake the Secretarial Audit of the Company for the financial year 2022-2023. The
Report of the Secretarial Auditor is annexed herewith as Annexure I and forms an integral
part of this Report. With regards to comments regarding the penalties imposed, the Company
has paid the necessary undisputed amount to the Stock Exchanges.
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 neither granted any loan nor made any
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 II to this report.
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, the Annual Return for the financial year
ended March 31, 2023 will be available on the website on the Company i.e.
www.ramasigns.in.
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 no foreign exchange outflow 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 2022-23, 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.
General Disclosures
? The Company has paid remuneration to its Managing Director/ Whole
Time Director during the year as per provisions pertaining to Appointment and Remuneration
of Managerial Personnel under the Schedule V to the Companies Act, 2013.
? 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.
? One of the parties had filed an application under Section 9 of the
Insolvency and Bankruptcy Code, 2016 against the
Company. However, the said dispute has been settled between the
parties.
? 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.
Acknowledgements
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
| Sd/- |
|
Sd/- |
Pankaj Hasmukhlal Jobalia |
Deepak J. Pendhari |
Managing Director |
Executive Director |
DIN : 03637846 |
DIN : 08948584 |
| Date |
: 1st September 2023 |
|
| Place |
: Mumbai |
|
FORM NO. MR. 3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
The Members
RAMASIGNS INDUSTRIES LIMITED (CIN: L36100MH1981PLC024162)
Unit No.3, Ground Floor,
Vimala Bhavan,Sharma Industrial Estate, Walbhat Road, Goregaon (East),
Mumbai MH 400063
We have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by RAMASIGNS
INDUSTRIES LIMITED (hereinafter called the "Company"). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the books, papers, minute books, forms and
returns filed and other records maintained by the Company and also the information
provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit, we hereby report that in our opinion, the Company has,
during the audit period covering the financial year ended on March 31, 2023
complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended onMarch
31, 2023 according to the provisions of: I. The Companies Act, 2013 (the Act)
and the Rules made there-under; II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA)
and the Rules made there-under; III. The Depositories Act, 1996 and the Regulations and
bye-laws framed there-under; IV. Foreign Exchange Management Act, 1999 and the Rules and
Regulations made there-under to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings; V. The following Regulations and Guidelines
prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI
Act) to the extent applicable to the Company; a. The Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b. The
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009;
(Not applicable to the Company during the Audit period); d. The
Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client; e. The Securities
and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009
(Not applicable to the Company during the Audit period); f. The
Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998
(Not applicable to the Company during the Audit period).
VI. During the financial year, the Company is engaged in business
activities which are not subject to any specific law and hence no specific law is
applicable to the Company.
We have also examined compliance with the applicable clauses of the
following;
(i) Secretarial Standards including the amended Secretarial standards
applicable with effect from 1st October, 2017 issued by the Institute of Company
Secretaries of India under the provisions of the Act.
(ii) The SEBI (Listing Obligation and Disclosure Requirement)
Regulation, 2015
(iii) Listing Agreements entered into by the Company with BSE Limited
read with The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
We report that, during the financial year under review, the Company has
complied with the provisions of the Act, rules, regulations, guidelines as mentioned
above.
We further report that, there was no action/event in pursuance of; a)
The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
and b) The Securities and Exchange Board of India (Buyback of Securities) Regulations,
1998; c) The Securities and Exchange Board of India (Issue of Debt Securities)
Regulations, 2008; d) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines 1999
We have relied on the representation made by the Company and its
Officers for systems and mechanism formed by the Company and test verification on random
basis carried out for compliances under other applicable Acts, Laws and Regulations to the
Company.
The compliance by the Company of the applicable direct tax laws,
indirect tax laws and other financial laws has not been reviewed in this Audit, since the
same have been subject to review by the other designated professionals and being relied on
the reports given by such designated professionals.
We further report that, based on the information provided and
representation made by the Company and also on the review of compliance reports of the
respective department heads/Company Secretary/CFO taken on record by the Board of
Directors of the Company, in our opinion adequate system and process exits in the company
commensurate with the size and operations of the Company to monitor and ensure compliance
with the applicable general laws like labour laws, competition law and environmental laws.
We further report that the Board of Directors of the Company is duly
constituted with proper balance of Executive Directors, Non-Executive Directors and
Independent Directors. The changes in the composition of the Board of Directors that took
place during the period under review were carried out in compliance with provisions of the
Act. Adequate notice is given to all Directors to schedule the Board Meetings, agenda and
detailed notes on agenda were sent generally at least seven days in advance, and in view
of the non-existence formal system, we are not in position to comment on existence of
system for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting.
We further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further report that Company had received notices from the stock
exchange with regards to non-disclosures as per the Listing Agreement. Company had paid
the penalty for the same and made the required disclosures to the stock Exchange.
As per the minutes of the meeting duly recorded and signed by the
Chairman, majority decision carried through while the dissenting members views are
captured and recorded as part of the minutes.
We further report that there were no specific events/actions in
pursuance of any of the above referred laws, rules, regulations, guidelines etc., having a
major bearing on the Company affairs.
For Nidhi Bajaj & Associates Company Secretaries
Nidhi Bajaj Proprietor
ACS – 28907, COP - 14596 UDIN: A028907E000415788
Date: 29/05/2023 Place: Mumbai
Note: This report is to be read with our letter of even date which is
annexed as "Annexure A" and forms and integral part of this report.
Annexure II to the Directors Report
S. No. Particulars |
Details |
1. Ratio of remuneration of
each director to the median remuneration of employees of the Co for the financial year |
Pankaj Hasmukhlal Jobalia – 27.50 |
| Karan Jobalia – 6.01 |
| Deepak Janu Pendhari – 8.59 |
2. Percentage
Increase/Decrease in remuneration of each Director/ CFO/CS |
Pankaj Hasmukhlal Jobalia- 45 percent |
Karan Jobalia* – 100
percent (since there was no remuneration paid during FY 2021-22) |
| Deepak Janu Pendhari - Nil |
CFO – Nil (Earlier CFO
resigned w.e.f. 1st September 2022) |
| CS – 34.87 (Earlier CS resigned w.e.f.
23rd February 2023) |
3. Percentage increase in
median remuneration of employees in the financial year |
3.86 |
| 4. No of permanent employees on the rolls of
company |
65 |
5. Avg. percentage increase
in salaries of employees other than managerial person and its comparison with percentile
increase in managerial remuneration and justification |
3.04 percent. The increase in
salaries of managerial persons was 40 percent. The increase was higher as managerial
persons have not got any increase in the financial year 21-22. |
6. Names of top
ten employees in terms of drawing remuneration. |
1. Vatsala Pankaj Jobalia |
| 2. Kirti Doshi |
| 3. Subrat Ravindranath Shukla |
| 4. Tapash Kumar Chattapadhyay |
| 5. Sandeep Shivajirao Patil |
| 6. Sanjay Chandulal Shah |
| 7. Sunil Eknath Shinde |
| 8. Vishal Parshottam Waghela |
| 9. Bharat Gordhanbhai Tarsariya |
| 10. Chandrashekhar Bhite |
Notes: A - The remuneration as per remuneration policy of the
Company.
*Karan Jobalia was appointed as Non-Executive Director of the Company
w.e.f. 27th August, 2022
The Members
RAMASIGNS INDUSTRIES LIMITED (CIN: L36100MH1981PLC024162) Mumbai
Our Secretarial Audit Report of even date is to be read along with this
letter;
1. Maintenance of secretarial records is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit;
2. We have followed the audit practices and the processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we
followed our opinion;
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company;
4. Where ever required, we have obtained the Management Representation
about the compliance of laws, rules and regulation and happening of events etc.;
5. The compliance of the provisions of corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedure on test basis;
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
| For Nidhi Bajaj & Associates |
Company Secretaries |
Nidhi Bajaj |
Proprietor |
ACS – 28907, COP - 14596 |
UDIN: A028907E000415788 |
Date: 29/05/2023 |
Place: Mumbai |
+91-9892691696
