Ramsons Projects Director Discussions


To,

The Members,

Ramsons Projects Limited

New Delhi

The directors take pleasure in presenting the 29th Annual Report together with the Audited Annual Financial statements of the Company for the financial year ended March 31, 2023.

FINANCIAL RESULTS

The financial results of the Company for the year under review are compared below with the previous years results for your information and consideration:

(Rs. in Lacs)
Particulars For the Year ended March 31, 2023 For the Year ended March 31, 2022
Revenue from operations 51.90 32.32
Other Income 4.91 1.10
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense 14.80 13.72
Less: Depreciation 0.22 0.04
Profit /loss before Finance Costs, Exceptional items and Tax Expense 14.58 13.69
Less: Finance Costs 7.95 0.08
Profit /loss before Exceptional items and Tax Expense 6.63 13.60
Add/(less): Exceptional items- Prior Period Items (11.77) -
Profit /loss before Tax Expense (5.14) 13.60
Less: Tax Expense - Current 1.14 1.96
Add/(less): MAT Credit entitlements (0.98) (1.38)
Profit /(loss) for the year (A) (5.30) 13.02
Other Comprehensive Income/(loss) (B) 10.52 (11.03)
Total Comprehensive Income after Tax (A+B) 5.22 1.99
Balance of profit / loss for earlier years 306.19 295.78
Balance carried forward 301.95 306.19

FINANCIAL STATEMENTS

Financial Statements for the Financial Year 2022-23 are prepared in compliance with the Companies Act, 2013, Indian Accounting Standards (Ind-AS) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are forming part of the Annual Report.

OVERALL PERFORMANCE

During the year under review, your Company has incurred a loss of Rs. 5.30 Lakhs after tax. The management is working towards growth and development of the Company, and we are striving to achieve the milestones and planned target in the next couple of years.

FINANCE AND CAPITAL STRUCTURE

The authorised share capital of the Company is Rs. 400 lakhs (Rupees Four Hundred Lakhs only) as on March 31, 2023, comprising of 40,00,000 (Forty Lakhs) Ordinary (Equity) Shares of Rs. 10/- each.

The issued, subscribed and paid-up Share Capital of the Company stood at Rs. 300.65 lakhs (Rupees Three Hundred Lakhs Sixty-Five Thousand only) as on March 31, 2023 comprising of 30,06,500 (Thirty Lakhs Six Thousand Five Hundred) Ordinary (Equity) Shares of Rs. 10 each fully paid-up.

Further, there has been no change in the capital structure for the period under review.

AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES.

During the year under review, your Company has transferred an amount of Rs. 1.06 Lakhs from the retained earnings to statutory reserves required to be created under the provisions of Section 45-IC of Reserve Bank of India act, 1934.

DIVIDEND

During the period under review, due to losses incurred by the Company, the directors have not recommended any dividend for the financial year ended March 31, 2023.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report and marked as Annexure "I".

CORPORATE GOVERNANCE

The company has complied with the mandatory provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to Corporate Governance with the Stock Exchanges. A comprehensive report on Corporate Governance forming part of the Directors Report and the Certificate from the Practicing Company Secretary confirming the compliance of conditions on corporate governance is included in the Annual Report and marked as Annexure "II".

BUSINESS & OPERATIONS

The Company is registered as a Non-Banking Financial Company (NBFC) with Reserve Bank of India under the Category Non-systemically Important Non-deposit taking NBFC and continues to comply with all the applicable laws, regulations, guidelines, etc. prescribed by the Reserve Bank of India ("RBI"), from time to time.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the period under review, there has been no change in nature of business and operations of the Company.

Further, the Company has generated its major revenue from operations through interest income amounting to Rs. 48.75 Lakhs for the financial year ended March 31, 2023, as compared to interest income of Rs. 32.25 Lakhs generated during the financial year ended March 31, 2022. The total comprehensive income for the period ended March 31, 2023, stood at Rs. 5.22 Lakhs as compared to Rs. 1.22 Lakhs generated during the financial year ended March 31, 2022. The interest income generated during the period under review was largely on account of loan facilities disbursed by the Company to the Body corporates.

Non-Banking Financial Companies

Non-banking financial companies (NBFCs) are fast emerging as an important segment of Indian financial system. It is performing as financial intermediation in a variety of ways, like making loans and advances, leasing, hire purchase, etc. They advance loans to the various wholesale and retail traders, small-scale industries, and self-employed persons. Thus, they have broadened and diversified the range of products and services offered by the financial sector. Gradually, they are being recognized as complementary to the banking sector due to their customer-oriented services; flexibility and timeliness in meeting the credit needs of specified sectors, etc.

AUDITORS AND AUDIT REPORTS

STATUTORY AUDITORS

M/s. NVM & COMPANY, Chartered Accountants having FRN: 012974N, were appointed as the Statutory Auditors of the company for the 1st term of Five (05) consecutive years in the Annual General Meeting of the Company held on September 25, 2017, till the conclusion of the Annual General Meeting held in the financial year 2021-22.

Further, based on the recommendations of Audit Committee and the Board of Directors, the Shareholders of the Company in their 28th Annual General Meeting held on July 22, 2022 reappointed M/S. NVM & COMPANY, Chartered Accountants, as the Statutory Auditors of the Company for a 2nd term of Five (05) consecutive years i.e. till the conclusion of 33rd Annual General Meeting to be held in the financial year 2026-27.

STATUTORY AUDIT REPORT

The Auditors Report as issued by the Independent Auditors of the Company for the financial year ended March 31, 2023 does not contain any qualification, reservation, adverse remark or disclaimer.

The report of Auditors on the financial statements including relevant notes on the accounts for the financial year ended March 31, 2023 is self-explanatory and therefore, do not call for any further comments.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. K. K. Singh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 20222023.

SECRETARIAL AUDIT REPORT

The secretarial Audit Report as issued by the Secretarial Auditors of the Company for the financial year ended 31st March 2023 is given as Annexure HI forming part of the Annual Report.

Explanation and comments of the Management on observations in Secretarial Audit Report are as under:

a) The 100% shareholding of Promoters Group was not in Demat form as required under Regulation 31(2) of SEBI (LODR) Regulations, 2015 read with Act.

Management response: The Promoter group of the Company has been apprised for the same. It has been informed to the Company that the process for dematerialization of the shares is in the process.

b) The outcome of the Board Meeting to the stock exchange w.r.t. approval of unaudited quarterly financial results approved at the Board meeting held on 27th May 2022, was not made separately as required under Regulation 30, however the Financial Results has been reported under Regulation 33 of the SEBI (LODR), Regulation, 2015.

Management response: The financial results for the period ended March 31, 2022, was uploaded under the head "financials results" and subhead "Outcome" on the BSE listing Centre portal and that in order to avoid duplicacy of disclosures since there was no other agenda items that are required to be disclosed separately to the Stock exchange under Regulation 30, no separate outcome was uploaded under Regulation 30.

c) The outcome of the Board Meeting to the stock exchange w.r.t. approval of unaudited quarterly financial results approved at the Board meeting held on 10th August 2022 was made with few minutes delay due to some technical glitch on the BSE portal.

Management response: The outcome was duly recorded and prepared for submission within 30 minutes for due intimation on BSE portal, however, due to technical glitch on the BSE listing Centre portal, the Company was unable to upload the Outcome within due time. The same was duly uploaded as soon as the portal started working.

d) The unaudited financial results of Company as per clause (b) of sub-regulation (1) of Regulation 47 of SEBI (LODR), 2015 approved in the meeting of Board of Directors held on 10th August, 2022 was published in the Newspaper on 17th August, 2022 against its prescribed timeline i.e., beyond 48 hours of conclusion of the meeting of Board of Directors at which the financial results were approved.

Management response: Due to some inadvertent error, there was delay in publication of financial results in the newspapers and the same was done in the newspapers of August 17, 2022.

e) E-Forms MGT-14 w.r.t. approval of Annual Financial Statements of the Company and the approval of Boards Report for the financial year 2021-22 by the Board of Directors were not filed by the end of financial year ended on 31st March 2023 however, the same was complied with till the date of signing this Report.

Management response: The Company erroneously missed to file the Form MGT-14 w.r.t. approval of Annual Financial Statements and the Board Report for the financial year 2021-22. The same was duly filed in the current year by making applicable payments.

f) The return DNBS 02 filed on 31st May, 2023 against its prescribed timeline under the NBFC Non-Systemically Important Non-Deposit taking Company (Reserve Bank)

Directions, 2016, due to some technical error in taxonomy version file and the same was also intimated to RBI by the Company.

Management response: The delay in filing of the Return DNBS-02 was unintentional and caused due to the repetitive error in uploading the return. The error along with the due return in excel format was emailed to RBI on or before due date i.e., on 30th May 2023. As soon as error was resolved, the return was duly uploaded on RBI portal in no time.

The management responses were duly communicated to Secretarial Auditors, to their satisfaction, and that your management will be more cautious in compliances of all the applicable rules, regulations, guidelines, etc.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, the Board of Directors of the Company, in their meeting held on November 09, 2015, had appointed Mr. Sumit Katyal as the Internal Auditors of the Company to conduct the Internal audit and takes their suggestions and recommendations to improve and strengthen the internal control system.

Further, based on the recommendations of Audit Committee, the Board of Directors in their meeting held on May 29, 2023, had appointed Mr. Aman Jain, Chartered Accountant (Membership No. 448079) as the internal Auditor of the Company to conduct the internal audit for the financial year ended 2023-24.

COST AUDITORS

During the period under review, the provisions of Cost Audit as per section 148 of Companies Act, 2013 do not apply on the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, the following changes occurred in the Board of Directors and Key Managerial Personnel of the Company:

Mr. Sunil Sachdeva (DIN: 00012115), who retired by rotation was re-appointed as the Director of the Company at the previous Annual General Meeting held on July 22, 2022.

Mr. Rakesh Arora (DIN: 00125976), was appointed as an additional director on the Board of the Company w.e.f. September 29, 2022, to hold the office up to the date of the ensuing Annual General Meeting of the Company.

Mr. Yogesh Sachdeva (DIN: 00171917), Non-executive Director, has resigned from the directorship of the Company w.e.f. October 03, 2022, due to his pre-occupation. The Board

of Directors of the Company placed on record their appreciation for the valuable contribution made by Mr. Yogesh Sachdeva during his tenure as Director of the Company.

Ms. Pulkit Nagpal (Membership No.: 56422), Company Secretary & Compliance Officer of the Company resigned from the office of Key Managerial Personnel w.e.f. October 03, 2022.

Mr. Ayush Yadav was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. October 03, 2022, due to vacancy caused by resignation of Ms. Pulkit Nagpal.

Further, Mr. Sunil Sachdeva (DIN: 00012115), being the retiring Director at the upcoming Annual General Meeting of the Company to be held on September 13, 2023, and being eligible, offered himself for re-appointment as Director at the ensuing Annual General Meeting of the Company.

The Board of Directors of the Company, based on the recommendation of the Nomination and remuneration committee, has recommended the regularization of Mr. Rakesh Arora (DIN: 00125976), as Director of the Company. He has also given his consent and candidature for his reappointment at the ensuing Annual General Meeting of the Company.

Brief resume, pursuant to Regulation 36(3) of SEBI (LODR) Regulations 2015, for the Directors proposed to be appointed/ re-appointed at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and their interest in other entities included in the other listed companies in which he/she holds directorship is included in the notes to the Notice convening the Annual General Meeting.

NUMBER OF MEETINGS OF THE BOARD

During the period under review, 07 (Seven) Board Meetings were held and details of same are given in Corporate Governance Report which forms the part of this report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The Independent Directors of the Company have also reviewed the performance of the Executive Directors and other non-independent directors.

During the period under review, the above evaluations were found satisfactory at all levels.

COMMITTEES OF THE BOARD

As required under the Companies act, 2013, the Company has duly constituted the following Statutory Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder Relationship Committee

d) Share Transfer Committee

In addition to the above, the Board has constituted an Investment and Lending Committee to review and approve the investment and lending activities of the Company and other related items that the Board may decide to delegate as and when required.

Details of all the Committees such as terms of reference, composition, and meetings held during the year under review are disclosed under points no. 7 to 11 of the Corporate Governance Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The details of the Whistle Blower Policy are covered under point 16 of the Corporate Governance Report which form part of this Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details of Internal Financial Control Systems and their adequacy are included in the Management Discussion and Analysis which form part of this report.

POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS.

Policy on Directors Appointment, Remuneration and other details as provided under Section 178(3) of the Company has been disclosed under point 8 of Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration under sub-section (7) of Section 149 of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for directors and senior management personnel formulated by the company.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, there is no Subsidiary/ Joint Venture/ Associate Companies of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements and which forms an Integral Part of the Annual Report.

ANNUAL RETURN

The Annual Return for the year ended on March 31, 2023, can be viewed through the below given website link www.ramsonsprojects.com.

Please note that since the Annual return to be prepared and required to be filed within 60 days from the date of Annual General Meeting of the Company, the copy of Annual return shall be uploaded on the website on the very same date filed with the Registrar of Companies and can be viewed through the above said link.

CONTRACTS/ ARRANGEMENTS/ TRANSACTIONS WITH RELATED PARTIES

Pursuant to the provisions of Section 188 of the Companies act, 2013, read with the Companies (Meeting of the Board and its Powers) Rules, 2014, All the related party transactions that were entered into during the financial year under review were on arms length basis and are in the Ordinary course of Business.

During the period under review, there were no materially significant related party transactions made by the Company with the promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

A detailed disclosure of the transaction with the related party is annexed with this report in Form AOC-2 as Annexure- IV.

RISK MANAGEMENT POLICY

During the period under review, the Board is of the opinion that there are no threatening circumstances which may threaten the existence of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company is required to furnish the information in terms of section 134 (5) of the Companies Act, 2013 and to best of their knowledge and ability, confirms that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) 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 or loss of the company for that period.

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The directors had prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws including secretarial standards and these systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and operationally effective during the Financial Year 2022-2023.

PARTICULARS OF FRAUD REPORTED BY THE AUDITOR

During the period under review, there is no such fraud reported by the Auditor under subSection 12 of Section 143 of the Act.

MATERIAL CHANGES AND COMMITTMENTS

There have been no material changes or commitments which affect the financial position of the company except the following:

After the closure of financial year, the registered office of the Company was shifted from A-10/6, Vasant Vihar, Southwest Delhi - 110057, New Delhi to 201, Empire Apartments, First Floor, Sultanpur, Gadaipur, M.G. Road, Southwest Delhi - 110030, New Delhi w.e.f. May 29, 2023.

COMPLIANCE OF SECRETARIAL STANDARDS

The Board of Directors confirm that the Company has complied with applicable Secretarial Standards i.e. Secretarial Standard SS-1 for Meetings of the Board of Directors and SS-2 for General Meetings issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of Companies Act, 2013 with effect from July 01, 2015 and revised Secretarial Standards with effect from October 01, 2017.

PARTICULARS OF REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNELS AND EMPLOYEES

No salary has been paid to the directors of the Company during the year. The salary paid to Key Managerial Personnel (KMPs) of the Company i.e., Company Secretary & Chief Financial Officer, amounts to Rs. 8,48,407/- in aggregate.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information with respect to Conservation of Energy, Technology Absorption & Foreign Exchange Earning and Outgo, pursuant to section 134 (3) (m) of the Companies Act, 2013 is as follows:

a. Conservation of Energy:

The operations of the Company are not power intensive. Nevertheless, the Company continues its efforts to conserve energy whenever practicable by economizing the use of power.

b. Technical Absorption: Nil.

c. Foreign Exchange earnings and outgo: Nil.

DEPOSITS

The Company has not accepted any deposits from the public till date within the meaning of Chapter V of the Companies Act, 2013 and rules made there under.

CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Corporate Social Responsibilities as per the provisions of the Companies Act, 2013 and rules made there under are not applicable to the Company.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Group Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 to redress complaints received regarding Sexual Harassment.

During the year under review, the Company has not received any such complaints and no such cases have been reported.

DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013

• During the period under review, no remuneration was paid to the directors and therefore, no ratio is required to be reported in this report.

• The percentage increase in the remuneration of Company Secretary (CS) is 10%.

• Further, the Company has 02 permanent employees on roll of the Company for financial year ended March 31, 2023.

• It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

DISCLOSURES WITH RESPECT TO UNCLAIMED SUSPENSE ESCROW DEMAT ACCOUNT

SEBI vide Circular dated January 25, 2022, mandated that the Company / RTA shall verify and process the investor service requests and thereafter issue a Letter of Confirmation (LOC) in lieu of physical share certificate(s). The LOC shall be valid for a period of one hundred twenty days from the date of issuance within which the Member/Claimant shall make a request to the Depository Participant for dematerializing the said shares. In case, the Demat request is not submitted within the aforesaid period, the shares shall be credited to the Companys Suspense Escrow Demat Account.

During the year under review, the Company has not transferred any shares to its Suspense Escrow Demat Account.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, the Company has obtained approval from the Ministry of Corporate affairs via form CG-1 for condonation of delay in filing of Form MGT-14 for reappointment of Mr. Sunil Sachdeva as Managing Director of the Company.

Further, Mr. Rakesh Arora was appointed as an Additional Director in Non-executive category by the Board of Directors by passing resolution through circulation on September 29, 2023 for which the Company has obtained post facto approval from RBI vide their approval letter no. S-1201/05.18.064/2022-23 dated March 09, 2023.

Except as stated above, there has been no material order passed by any Regulator, Court or Tribunal against the Company which can impact its going concern status and the companys operation in future.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application was made, nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the continued support and cooperation of the shareholders, bankers, various regulatory and government authorities and employees of the Company. Your support as shareholders is greatly valued. The directors thank you and look forward to your continuance support.

By order of the Board
For Ramsons Projects Limited
sd/- sd/-
Sunil Sachdeva Sundeep Kalsi
Managing Director Director
DIN-00012115 DIN-01493597
Add: A-10/6, Vasant Vihar, Add: H-3, Aaron Ville, Sohna Road,
New Delhi 110057 Sec-48, South City-II, Gurugram 122018
Date: August 09, 2023
Place: Gurugram, Haryana