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 |
|
+91-9892691696
