Your Directors have pleasure in presenting the FORTIETH ANNUAL REPORT together with the
Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended
March 31,2026. ('Financial Year 2025-2026')
FINANCIAL RESULTS (' in lacs)
|
STANDALONE |
CONSOLIDATED |
|
YEAR ENDED 31.03.2026 |
YEAR ENDED 31.03.2025 |
YEAR ENDED 31.03.2026 |
YEAR ENDED 31.03.2025 |
| Profit/(Loss) before Depreciation |
(749.46) |
(679.02) |
(728.28) |
(681.29) |
| Depreciation |
1.56 |
1.48 |
1.75 |
1.66 |
| Profit/(Loss) before tax and exceptional items |
(751.02) |
(680.50) |
(730.03) |
(682.95) |
| Exceptional Items |
- |
- |
- |
- |
| Profit/(Loss) for the year |
(751.02) |
(680.50) |
(730.03) |
(682.95) |
| Other comprehensive income / (expense) |
3.41 |
(4.01) |
3.41 |
(4.01) |
| Total Comprehensive Profit/(Loss) for the year |
(747.61) |
(684.51) |
(726.62) |
(686.96) |
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR AND THE STATE OF COMPANY'S
AFFAIRS
During the year under review, the Company did not have any manufacturing activities and
was engaged in trading activities only.
DIVIDEND
In view of loss, your Directors regret their inability to recommend any dividend for
the year under review. Dividend Distribution Policy is not applicable to the Company.
As the Company has not declared any dividend since the year 1998, there are no amounts
which are required to be transferred to the IEPF Account as on the date of this Report.
TRANSFER TO RESERVES
As permitted under the Act, the Board do not propose to transfer any amount to General
Reserves for the year ended 31st March, 2026.
SHARE CAPITAL AND PREFERETIAL ALLOTMENT
The Board of Directors has approved the Allotment of 49,50,950 warrants to Promoter
Group which was issued on Preferential Basis on March 21, 2025 at an issue price of ' 10/-
each convertible into one equity share of face value of ' 10 each fully paid up upon
conversion of warrants.
Further, on March 26, 2025 the Board of Directors has approved the conversion of
12,54,750 warrants into 12,54,750 Equity Shares of face value of? 10 each issued to
Promoter Group as First Tranche and subsequently on January 23, 2026 Board of Directors
has approved the conversion of 15,96,450 warrants into 15,96,450 Equity Shares of face
value of ' 10 each issued to Promoter Group as Second Tranche. Thus, the paid-up equity
share capital of the Company has increased from ' 11,72,41,500/- to ' 13,32,06,000/-
during the Financial Year 2025-26.
The Company has received Listing and Trading Approval for 15,96,450 Equity Shares from
BSE Limited.
The Company does not have an Employee Stock Option Scheme nor are there any shares
which are held in trust for the benefit of employees of the Company.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate system of internal controls that are commensurate with its
size and nature of business to safeguard and protect the Company from losses and
unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the management. The Company is following all the
applicable Accounting Standards for properly maintaining the books of accounts and
ensuring timely reporting of financial statements. There were no frauds reported by the
Auditors of the Company as on the date of this Report.
CORPORATE GOVERNANCE REPORT
A separate report on Corporate Governance and Management Discussion and Analysis is
annexed as part of the Annual Report along with the Auditor's Certificate on compliance
with the conditions of Corporate Governance issued by M/s. Ashok Patel & Associates,
Practicing Company Secretary (Certificate of Practice No. 15326 and Peer Review Firm No. -
2092/2022) pursuant to Regulation 34 of SEBI (LODr) Regulations, 2015.
EXTRACT OFANNUAL RETURN
The extract of the Annual Return in Form MGT 9 pursuant to the provisions of Section 92
of the Companies Act, 2013 and Rule 12 of Companies (Mangement and Administration) Rules,
2014 is annexed hereto as ‘Annexure D' and forms a part ofthis Report.
WEB ADDRESS
The Annual Return referred to in Section 92(3) of the Companies Act, 2013 and other
details about the Company are available on the website of the Company
www.ramapetrochemicals.com
DETAILS OF SUBSIDIARY / JOINT VENTURES /ASSOCIATE COMPANIES
Rama Capital and Fiscal Services Private Limited is a wholly owned subsidiary of the
Company which is engaged in the business of providing financial services. The turnover of
the subsidiary during the year under review was ? 28,00,693/- and the profit after tax was
? 15,86,773/-. There were no other entities which became or ceased to be subsidiaries,
associates or joint ventures during the year under review.
Pursuant to the Provisions of Section 129, 134 and 136 of the Companies Act, 2013 read
with Rules made thereunder and Regulation 33 of SEBI Listing Regulations, Company has
prepared Consolidated Financial Statements of the Company and a separate statement
containing the sailent features of financial statement of subsidiaries, joint ventures and
assciates in Form AOC - 1, which forms part this Annual Report.
MATERIAL SUBSIDIARIES
Based on the Financial Statements as on March 31, 2026, Rama Capital and Fiscal
Services Private Limited have became material subsidiary. Your Company has formulated a
policy for determining material subsidiaries. The policy is available on the website ofthe
Company www.ramapetrochemicals.com
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)
The Board presently consists of Mr. Haresh D. Ramsinghani (DIN - 00035416) - Chairman
and Managing Director, Mrs. Nilanjana H. Ramsinghnai (DIN - 01327609) - Non - Executive
Women Director, Mr. Brij Lal Khanna (DIN - 00841927) - Non- Executive Independent
Director, Mr. Pankaj Kumar Banerjee (DIN - 06757803) - Non-Executive Independent Director,
Mr. Kishore P. Sukthanker (DIN - 10611925) - Non-Executive Independent Director and Mr.
Shirish V. Karia (DIN - 00649135) - Non - Executive Director.
Mrs Nilanjana H. Ramsinghnai (DIN - 01327609) Director of the Company retires by
rotation and being eligible, offers herself for re-appointment.
The Board of Directors at their meeting held on May 27, 2025 based on the
recommendations of the Nomination and Remuneration Committee and as approved by the
Shareholders at the Annual General Meeting held on August 6, 2025 -
o Re-appointed Mr. Pankaj Kumar Banerjee (DIN 06757803) as an Independent Director of
the Company for the second term of 5 (Five) consecutive years with effect from 14/08/2025
to 13/08/2030 (both days inclusive)
Mr. Haresh D. Ramsinghani - Chairman and Managing Director and CFO, Mrs. Renu Jain -
Company Secretary and Compliance Officer are the Key Managerial Personnel (KMPs) of the
Company.
DECLARATION FROM DIRECTORS
The Independent Directors have submitted the declaration of independence as required
pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria
of independence as provided under section 149(6) of the Companies Act, 2013 and SEBI LODR
Regulations and have also registered with the Independent Director's Databank maintained
by the IICA.
The independent Directors of the Company are informed about their roles, rights,
responsibilities in the Company and also about the nature of the industry in which company
operates and other related matters. The details of the familiarization program are
available on the website ofthe Company atwww.ramapetrochemicals.com.
None of the Directors of the Company are disqualified for being appointed as Directors
as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
BOARD EVALUATION
Pursuant to the provisions of section 134 (3) of the Companies Act, 2013 and the
applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015, the Independent Directors at their meeting held through VC/OAVM on
January 28, 2026 have evaluated the performance of Non-Independent Directors, Chairperson
of the Company after considering the views of the Executive and Non-Executive Directors,
Board as a whole and assessed the quality, quantity and timeliness of flow of information
between the Company's Management and the Board. The criterion for evaluation are available
on the website of the Company www.ramapetrochemicals.com .
The Nomination and Remuneration Committee has also carried out evaluation of
performance of every Director of the Company. Chairperson of the Board adopted a formal
mechanism for evaluating its performance as well as that of its Committees and Individual
Directors, including the Chairman ofthe Board.
NUMBER OF MEETINGS OF BOARD
During the year under review, 4 (Four) meetings of the Board of Directors were held
through VC/OAVM on May 27, 2025, August 1,2025, November 13, 2025 and January 28, 2026.
The details of the meetings of the Board of Directors of the Company held and attended
by the Directors during the financial year 2025 - 2026 are given in the Corporate
Governance Report which forms part of this Annual Report.
The maximum interval between any two meetings did not exceed 120 days, as prescribed by
the Act. The necessary quorum was present for all the Board Meetings.
AUDIT COMMITTEE
Pursuant to the provisions of Section 177 of the Companies Act, 2013, the rules made
there under and Regulation 18 of the SEBI Listing Regulations, the Audit Committee
presently comprises of the following Directors viz., Mr. Brij Lal Khanna (DIN - 00841927)
- Chairman, Mr. Haresh D. Ramsinghani (DIN - 00035416) and Mr. Pankaj Kumar Banerjee (DIN
- 06757803). All the members of the Audit Committee are financially literate and have
experience in financial management.
The Audit Committee acts in accordance with the terms of reference specified from time
to time by the Board. There were no instances when the recommendations of the Audit
Committee were not accepted by the Board during the year under review.
NOMINATION AND REMUNERATION COMMITTEE
Pursuant to the provisions of Section 178 of the Companies Act, 2013, the rules made
there under and Regulation 19 of the SEBI Listing Regulations, the Nomination &
Remuneration Committee presently comprises of the following Directors viz., Mr. Kishore P.
Sukthanker (DIN - 10611925) - Chairman, Mr. Haresh D. Ramsinghani
(DIN - 00035416) and Mr. Brij Lal Khanna (DIN - 00841927).
The Nomination & Remuneration Committee has framed a policy in relation to
remuneration of directors, Key Managerial Personnel and Senior Management and it lays down
criteria for selection and appointment of Board Members and Senior Management. The details
of the policy are available on the website of the Company at www.ramapetrochemicals.com .
INDEPENDENT DIRECTOR'S MEETING
The Independent Directors meeting held on January 28, 2026 without the attendace of Non
Independent Directors and members of the management. The Independent Directors reviewed
the performance of Non Independent Directors, the Committee and Board as a whole along
with the performance of the Chairman of your Company, taking into account the views of
Executive Directors and Non Executive Directors and assessed the quality, quantity and
timeliness of flow of information between the management and the Board that is necessary
for the Board to effectively and reasonable perform their duties.
RISK MANAGEMENT COMMITTEE
Business Risk Evaluation and Management is an on-going process within the organization.
The Company has a robust risk management framework to identify, monitor and minimize risks
as also identify business opportunities.
The Company is not required to constitute a Risk Management Committee as it does not
fulfill the criteria mentioned in Regulation 21 of the SEBI Listing Regulations.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee has the mandate to review and redress
stakeholder grievances. Stakeholders Relationship Committee presently comprises of the
following Directors viz., Mr. Pankaj Kumar Banerjee (DIN - 06757803) - Chairman, Mrs
Nilanjana H. Ramsinghani (DIN - 01327609), and Mr. Kishore P. Sukthanker (DIN - 10611925).
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has not constituted a Corporate Social Responsibility Committee as the
Company does not fulfill the prescribed criteria under Section 135 of the Companies Act,
2013.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS BY COMPANY
Details of loans, guarantees and investments, if any, are given under the Notes to
Financial Statements.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Board of Directors has adopted Whistle Blower Policy. The Whistle Blower Policy
aims for conducting the affairs in a fair and transparent manner by adopting highest
standards of professionalism, honesty, integrity and ethical behavior. All permanent
employees of the Company are covered under the Whistle Blower Policy. A mechanism has been
established for employees to report concerns about unethical behavior, actual or suspected
fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards
against the victimization of employees who avail of the mechanism and allows direct access
to the Chairperson of the Audit Committee in exceptional cases.
No person has been denied access to the Audit Committee Chairman.
The Whistle Blower Policy has been uploaded on the website of the Company
www.ramapetrochemicals.com .
STATUTORY AUDITORS
Pursuant ot Section 139 of the Companies Act, 2013 read with Rules made thereunder, as
amended, M/s Khandelwal & Mehta LLP, Chartered Accountants, (Firm Registration No -
W100084), were appointed as Statutory Auditors of the Company for a second term of 5
(Five) consecutive years at the 39th Annual General Meeting held on August 6, 2025 to hold
office till the conclusion of the 44th Annual General Meeting to be held in the year 2030.
The Statutory Auditors have confirmed that they are not disqualified to continue as
Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.
STATUTORY AUDITOR'S REPORT
Your Directors refer to the observations made by the Auditors in their Report on
Standalone and Consolidated Financial Statements for the Financial Year Ended 31st March,
2026 and wish to state that the Management has treated the payment as “Other
Financial Assets” in the interim period pending the release of collateral security by
all the security holders and same shall be adjusted in due course after the collateral
securities are released by all the security holders.
SECRETARIAL AUDIT
Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rules
made thereunder, and Regulation 24A of SEBI Listing Regulations, M/s. Ashok Patel &
Associates, Practicing Company Secretary (Certificate of Practice No. 15326 and Peer
Review Firm No. - 2092/2022), a peer reviewed firm of Company Secretaries in Practice were
appointed as a Secretarial Audit of your Company for a period of Five (5) consecutive
Financial Years commencing from FY 2025-26 till FY 2029-30. M/s. Ashok Patel &
Associates, Practicing Company Associates has confirmed that the firm is not disqualified
to continue as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor
of your Company.
SECRETARIALAUDITOR'S REPORT
The Secretarial Audit Report for the Financai Year 2025-2026 issued by M/s. Ashok Patel
& Associates, Practicing Company Secretary is annexed hereto as ‘Annexure C' and
forms a part of this Report.
The Secretarial Audit Report does not contain any qualifications, reservations, adverse
remark. The observation of Secretarial Auditor is self explanatory in nature and does not
require any comments from the Board.
COST AUDITOR
Pursuant to the Provisions of section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014 as amended till date, the Company was not
required to undertake an audit of the cost records for the year under review.
INTERNALAUDITOR
The Company has appointed M/s. H. G. Sarvaiya & Co., Chartered Accountants as the
Internal Auditors and their scope of work includes review of processes, operational
efficiency and effectiveness of systems and processes and assessment of adequacy of
internal controls and safeguards apart from specific operational areas as per the
directions of the Audit Committee. The findings of the Internal Auditor are reviewed by
the Audit Committee at each meeting and corrective measures are taken from time to time as
per the directions of the Audit Committee.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on an
arm's length basis and in ordinary course of business and that the Company has complied
with the Provisions of Section 188 of the Companies Act, 2013. Further, there are no
material Related Party Transactions during the year under review with the Promoters,
Directors or Key Managerial Personnel. Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the Act in Form AOC - 2 is not
applicable to the Company for the Financial Year 2025-2026.
All transactions with related parties were reviewed and approved by the Audit
Committee. An Omnibus approval from the Audit Committee was obtained for transactions
which are of repetitive nature.
Pursuant to the Provisions of Regulation 23 of the SEBI Listing Regulations, the
Company submits details of related party transactions on a consolidated basis as per the
specified format to the stock exchange on a half-yearly basis.
The policy on Related Party Transactions as approved by the Board of Directors has been
uploaded on the website of the company www.ramapetrochemicals.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
As the Company did not have any manufacturing activities nor was there any sale of
Methanol during the year under review, the information relating to the conservation of
energy, technology absorption, foreign exchange earnings and outgo is not separately
annexed to the Report.
There was no foreign exchange earnings or outgo during the year under review.
DEPOSITS
The Company has not accepted any deposits from the public in terms of Section 73 and
Section 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit)
Rules, 2014 and as such no account of principal or interest on public deposits was
outstanding as on 31st March, 2026.
MATERIAL CHANGES AND COMMITMENTS
No material changes or commitments affecting the financial position of the Company
occurred between the end of the financial year to which the financial statements relate
and the date of this report.
PARTICULARS OF EMPLOYEES
The Details pertaining to remuneration as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed hereto as ‘Annexure A' and forms
a part of the Report. The details pertaining to remuneration as required under Rule 5(2)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed hereto as ‘Annexure B' and forms a part of the Report.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013.
There were no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 during the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the Regulators / Courts that
would impact the going concern status of the Company and its future operations. There are
no proceedings pending under the Insolvency and Bankruptcy code, 2016 as on the date of
this Report.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and Secretarial Auditors have not
reported any instance of frauds committed by Company's officers or employees which are
required to be reported to the Audit Committee under Section 143(12) of the Companies Act,
2013.
SECRETARIAL STANDARDS
During the year under review, Company has complied with all applicable mandatory
Secretarial Standards issued by the Institute of Company Secretaries of India
(‘ICSI').
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that :
1. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
2. Appropriate policies have been selected and applied consistently and have made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at March 31, 2026 and the loss of the Company
for the year ended March 31,2026;
3. Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 and for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a going concern basis;
5. Internal financial controls to be followed by the Company have been laid down and
that such internal financial controls are adequate and were operating effectively; and
6. Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and are operating effectively.
SAFETY, ENVIRONMENTAL CONTROL & PROTECTION
The Company has taken all the necessary steps for safety and environmental control and
protection.
INDUSTRIAL RELATIONS
The Industrial Relations remained cordial during the year under review.
ACKNOWLEDGEMENT
Your Directors sincerely record their appreciation with gratitude for the continued
support and assistance extended to the Company by the Banks and various Government
Departments and Agencies.
|
For and on behalf of the Board |
| Place : Mumbai |
HARESH D. RAMSINGHANI |
| Date : May 26, 2026 |
CHAIRMAN AND MANAGING DIRECTOR |
|
DIN : 00035416 |
|