Your Directors have pleasure in presenting the Thirty Eighth Annual
Report together with the Audited Financial Statements (Standalone and Consolidated) for
the Financial Year ended March 31,2024.
FINANCIAL RESULTS (' in lacs)
|
STANDALONE |
CONSOLIDATED |
| YEAR
ENDED
31.03.2024 |
YEAR
ENDED
31.03.2023 |
YEAR
ENDED
31.03.2024 |
YEAR
ENDED
31.03.2023 |
Profit/(Loss) before
Depreciation |
(164.14) |
(131.52) |
(165.10) |
(133.77) |
Depreciation |
1.46 |
0.96 |
1.65 |
1.15 |
Profit/(Loss) before tax and
exceptional items |
(165.60) |
(132.48) |
(166.75) |
(134.92) |
Profit/(Loss) for the year |
126.03 |
NIL |
126.03 |
NIL |
Other comprehensive income /
(expense) |
(39.57) |
(132.48) |
(40.72) |
(134.92) |
Total Comprehensive
Profit/(Loss) for the year |
0.13 |
0.69 |
0.13 |
0.69 |
Total Comprehensive Profit /
(Loss) for the year |
(39.44) |
(131.79) |
(40.59) |
(134.23) |
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.
RESERVES :
No appropriations were made to any specific reserves for the financial
year ended 31st March, 2024.
SHARE CAPITAL :
There was no Changes in the Share Capital Structure of the Company
during the Financial Year 2023-24. 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 ofthe
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 ofthe Company as on the date of this Report.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with the Auditor's Certificate
on compliance with the conditions of Corporate Governance issued by M/s Khandelwal and
Mehta LLP, Chartered Accountants (Firm Registration No - W100084) pursuant to Regulation
34 of SEBI (LODR) Regulations, 2015 is annexed hereto.
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 Rs 1,14,103/-
and the loss after tax was Rs 10,08,150/-. There were no other entities which became or
ceased to be subsidiaries, associates or joint ventures during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPS)
The Board presently consists of Mr. Haresh D. Ramsinghani (DIN -
00035416) - Chairman and Managing Director, Mr. Ramrao G. Kulkarni (DIN - 03028670) -
Independent Director, Mrs. Nilanjana H. Ramsinghnai (DIN - 01327609) - Non - Executive
Women Director, Mr. Brij Lal Khanna (DIN - 00841927) - Independent Director, Mr. Pankaj
Kumar Banerjee (DIN - 06757803) - Independent Director, Mr. Kishore P. Sukthanker (DIN -
10611925) - Independent Director and Mr. Shirish V. Karia (DIN - 00649135) - Non -
Executive Director.
Mrs. Nilanjana H. Ramsinghani (DIN - 01327609) retires from the Board
of Directors by rotation and is eligible for re-appointment.
Mr. Brij Lal Khanna (DIN - 00841927) re-appointed as an Independent
Director of the Company for second term of five consecutive years with effect from
28.03.2024 upto 27.03.2029 (Both Days Inclusive).
Your Directors express the profound grief on sad demise of Deonath
Singh (DIN - 00021741) - Director, who passed away on 08th March, 2024 and Board of
Directors places on record its whole hearted appreciation of the invaluable contribution
made by him over the years.
The Board of Directors at their meeting held on May 29, 2024 based on
the recommendations of the Nomination and Remuneration Committee, inter alia, approved the
following appointments, respectively, to the Board of Directors of the Company, subject to
the approval of the Shareholders at the forthcoming Annual General Meeting of the Company
-
(i) Appointment of Mr. Kishore P. Sukthanker (DIN - 10611925) as an
Additional Independent Director of the Company.
(ii) Appointment of Mr. Shirish V. Karia (DIN - 00649135) as an
Additional Non- Executive Director of the Company.
Mr. Haresh D. Ramsinghani - Chairman and Managing Director and CFO,
Mrs. Renu Jain - Company Secretary (with effect from November 4, 2023) 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 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 ofthe Company are disqualified for being
appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule
14(1) ofthe 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 February 13, 2024 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 of the 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 10, 2023, August 11,2023, November 4, 2023 and
February 13, 2024.
The details of the meetings of the Board of Directors of the Company
held and attended by the Directors during the financial year 2023-24 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 Obligations and
Disclosure Requirement), 2015 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 Baneijee (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.
(Note : Audit Committee Reconstituted at the Board Meeting held on
29.05.2024 due to tenure of Mr Ramrao G. Kulkarni - Independent Director (Chairman of
Audit Committee) terminates on 11.08.2024)
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 Obligations and
Disclosure Requirements) Regulations, 2015 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.
(Note : Nomination and Remuneration Committee Reconstituted at the
Board Meeting held on 29.05.2024 due to tenure of Mr Ramrao G. Kulkarni - Independent
Director (Chairman of Nomination and Remuneration Committee) terminates on 11.08.2024)
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
Obligations and Disclosure Requirements) Regulations, 2015.
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).
(Note : Stakeholders Relationship Committee Reconstituted at the Board
Meeting held on 29.05.2024 due to tenure of Mr Ramrao G. Kulkarni - Independent Director
(Chairman of Stakeholders Relationship Committee) terminates on 11.08.2024 and sad demise
of Mr Deonath Singh - Director (Member of Stakeholders Relationship Committee on
08.03.2024)
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
Companywww.ramapetrochemicals.com. STATUTORY AUDITORS
M/s Khandelwal & Mehta LLP, Chartered Accountants, (Firm
Registration No - W100084), were appointed as Statutory Auditors of the Company for a term
of 5 (five) consecutive years at the 34th Annual General Meeting held on September 29,
2020 to hold office till the conclusion of the 39th Annual General Meeting to be held in
the year 2025. The Auditors have confirmed that they are not disqualified from continuing
as Auditors of the Company.
The Auditors have confirmed that they are not disqualified from
continuing as Auditors of the Company and hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India (ICAI) as required under
the Listing Obligations and Disclosure Requirements (LODR) Regulations.
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, 2024 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.
There were no frauds reported by the Auditors under sub section 12 of
Section 143 of the Companies Act, 2013 during the year under review.
COST AUDITOR
In accordance with the provisions of Section 148 ofthe 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.
SECRETARIAL AUDIT
Pursuant to the provisions of section 204 of the Companies Act, 2013
and the Rules made thereunder, the Company has Reappointed Mr. Jignesh M. Pandya & Co.
Company Secretaries (Membership No. ACS 7346 / CP 7318) to undertake the Secretarial Audit
of the Company for the Financial Year 2024-25. The Report of Secretarial Audit for the
Financial Year 2023-24 is annexed hereto as ‘ANNEXURE C? and forms a part ofthis
Report. The Secretarial Audit does not contain any qualifications, reservation or adverse
remarks.
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) ofthe Act in Form AOC - 2 is not
applicable to the Company for the Financial Year 2023-24.
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.
In terms 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, 2024.
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 ofthe 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.
SECRETARIAL STANDARDS
The 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, 2024 and the loss of the
Company for the year ended March 31,2024;
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 29, 2024 |
CHAIRMAN AND MANAGING
DIRECTOR |
|
DIN : 00035416 |
|