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DIRECTOR'S REPORT

Ram Minerals & Chemicals Ltd.

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Market Cap. (₹) 23.07 Cr. P/BV 1.01 Book Value (₹) 1.14
52 Week High/Low (₹) 5/1 FV/ML 1/1 P/E(X) 1,150.00
Bookclosure 01/10/2017 EPS (₹) 0.00 Div Yield (%) 0.00
Year End :2016-03 

The Shareholders

Ram Minerals and Chemicals Limited

The Directors are pleased to present their 5th Annual Report on the business, operations and financial performance together with Audited Accounts Statement for the financial year ended 31st March, 2016.

1. OVERALL REVIEW

Overall, 2015-16 has been a satisfying year. During the year under review, the Company has recorded a Profit of Rs. 860,631/- and moreover the Company also looking up for new avenues of business viz, infrastructure, paper industry, consultancy services, marketing etc. The Company is always endeavor to explore new avenues for business opportunities and wishes to enter into new era of success. As due to high rate of inflation and some political divergence in the focused industries our past investment results in vain. The Company is trying its best to keep its expenses in check in spite of inflationary trends and to revive its business. Barring unforeseen circumstances, we expect better performance in the upcoming years.

Presently, the Company is engaged in the business of trading in rice. The Company is planning to take a prompt move towards the business of paper marketing including business of manufacturers of and dealers in all kind and classes of paper, business of processing, re-processing, converting, researching, developing, refining, preparing, blending, purifying, piping, dyeing, producing, developing, manufacturing, retailing, formulating, acquiring, dealing in, buying, selling, storing, importing & exporting any kind of paper etc. The Board is looking forward to explore the latent offer by this sector and maximize value for its shareholders.

In order to create sustained shareholder values, the Company is scheduling towards the re-orientation of its products and services portfolio. The Company constantly proposes to attain the cost leadership in market and to maintain its tight control on capital and operating cost in these areas, as the Company focuses more on its value creation through new ventures and service offerings.

The Company always tries to endure its best to the Society members including its shareholders. So, always look forward for novel and enhanced avenues that can afford utmost payback to its supporters. However, as per universal rule we couldn't expect for the high returns in short-run but we can promise the same in long-term and for this we always grateful to our shareholders and other believers.

2. FINANCIAL RESULTS

The Company's financial results for the financial year ended on the 31st March, 2016 are as under:

Particulars

For The Year Ended

31st March 2016 (Rs.)

31st March 2015 (Rs.)

Revenue from Operations

317,866,654.00

240,876,575.00

Add: Other Income

3,768,469.00

7,091,137.00

Total Revenue (I)

321,635,123.00

247,967,712.00

Total Expenses (II)

320,417,846.00

245,865,468.00

Profit/ (Loss) Before Tax (I - II)

1,217,276.00

2,102,244.00

Less: (a) Exceptional Items

-

-

(b) Extraordinary Items

-

-

(c) Tax Expenses (Current Tax)

(376,140.00)

(649,592.00)

Profit/(Loss) from the period from continuing operations

Add: Previous Year Tax Adjustment

19,839.00

-

Profit/(Loss) for the period

860,975.00

1,452,652.00

Profit/(Loss) After Tax

860,975.00

1,452,652.00

Profit/ (Loss) brought forward from previous year(s)

1,286,125.00

(166,527.00)

Balance carried to the Balance Sheet

2,147,100.00

1,286,125.00

3. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

4. VIGIL MECHANISM

The Vigil Mechanism of the Company pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 which also incorporates a whistle blower policy, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

5. PARTICULARS OF REMUNERATION

The information 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

i. the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2015-16:

Presently the Company has not been paying any remuneration to any Director so no ascertainment required.

ii. the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2015-16:

Presently the Company has not been paying any remuneration to any Director; therefore increase in remuneration of Director is not ascertainable. No increment in the remuneration of Ms. Pallavi Mehra, Company Secretary during the financial year ended.

iii. the percentage increase in the median remuneration of employees in the financial year 2015-16: No such increase.

iv. the number of permanent employees on the rolls of company: 6

v. the explanation on the relationship between average increase in remuneration and company performance:

As there were no increase in remuneration of Company as the company has paid Rs. 961,650/- as remuneration to employees as compared to Rs. 1,027,533/- in the previous year no comparison require to be made. However, the performance of the Company has been satisfactory. The Company always endear the grooming of Company and its employees as well.

vi. comparison of the remuneration of the Key Managerial Personnel against the performance of the Company: The Remuneration is being paid in the capacity of Key Managerial personnel only to Ms. Pallavi Mehra, Company Secretary of the Company in the financial year 2015-16, therefore increment in the remuneration of Key Managerial Personnel is not ascertainable.

vii. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer, the variations in the net worth of the Company as at the close of the current financial year and previous financial year:

Particulars

Unit

As at March 31, 2016

As at March 31, 2015

Variation

Market

Capitalization

Rs./Lac

43,586.34

79,723.08

(36136.74)

Price Earnings Ratio

Rs.

5,062

5,488

(426)

The Company has not come out with any public offer in last financial year, hence no variation details has been made thereto.

viii. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

During the financial year, there was no managerial remuneration paid. Further, the salary paid to employees have also been reduced, hence no disclosure made thereof. (Refer attached financial statement)

ix. comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:

The Remuneration is being paid in the capacity of Key Managerial personnel only to Ms. Pallavi Mehra, Company Secretary of the Company in the financial year 2015-16 therefore increment in the remuneration of Key Managerial Personnel is not ascertainable as compared to 2014-15.

x. the key parameters for any variable component of remuneration availed by the Directors:

As there were no remuneration to the Directors therefore no the key parameters for the variable component of remuneration were unascertainable.

xi. the ratio of remuneration of the highest paid Director to that of the employees who are not Directors but receivable remuneration in excess of the highest paid director during the year:

As there was no remuneration to the Directors therefore the ratio of remuneration of the highest paid Director to that of the employees who are not Directors but receivable remuneration in excess of the highest paid director during the year is not ascertainable.

xii. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration, if any paid is as per the Nomination and Remuneration Policy of the Company.

During the year, no employee of the Company was in receipt of remuneration as per the requirement of Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, therefore no statement made thereto.

6. DIVIDEND

The Management believes that the profits earned during the financial year must be retained and redeployed for the operations of the Company. As the Company needs further funds to enhance its business operations, upgrade the efficiency and to meet out the deficiencies in working capital, the Directors do not recommend any dividend on Equity Shares for the financial year 2015-16.

7. RISK MANAGEMENT

The Company does not have any formal Risk Management Policy as the elements of risk threatening the Company are very minimal. However, on discretionary basis the Company has constituted the Risk Management Committee (mentioned in our last report) to cope up with adequate processes and procedures in place to mitigate risks of various kinds, if any, but as no such matter came before the Board till date, no meeting held as such.

8. POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company does not have developed and implemented any corporate social responsibility initiatives as the said provisions are not applicable to the Company.

9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has no subsidiaries, associates and joint venture companies.

10. DEPOSIT

The Company had neither invited nor accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 2014 during the financial year under review.

11. DECLARATION BY INDEPENDENT DIRECTORS

Mr. Amit Kumar Singh and Mrs. Upender Kaur Sodhi, Independent Directors of the Company have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2016 read with relevant rules thereto.

12. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company's policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualification, positive attributes, independence of Directors and other related matters has been devised as per the provisions given under Section 178(3) of Companies Act, 2013.

However, the Company has constituted its Nomination and Remuneration Committee as per the provisions of Section 178(1) of Companies Act, 2013 for aforesaid rationale.

13. FUNDS TRANSFER TO RESERVES

During the period the Company has not transferred any sum to the Reserves of the Company in pursuance of Section 217(1)(b) of the Companies Act, 1956 and Section 134(3)(j) of the Companies Act, 2013 for the financial year ended on 31st March, 2016.

14. LOANS, GUARANTEES OR INVESTMENTS

During the financial year, the details relating to loans, guarantee or investment thereto in pursuance of Section 186 of the Companies Act, 2013 and the Rule thereto have already been mentioned in Financial Statement of the Company annexed as Annexure - 5.

15. RELATED PARTY TRANSACTIONS

In pursuance of Section 134(3)(h), during the financial year the Company have not entered into any contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013.

16. CHANGE IN SHARE CAPITAL

During the financial year ended on 31st March, 2016, the Company have not come out with any change in its share capital. As the Company has neither been increased or decreased its Share Capital (incl. Authorized and/or Paid-up Share Capital) on any terms.

17. AUDITORS

The Board recommends to ratify the re-appointment of M/s Singla and Associates, Chartered Accountants, New Delhi as Statutory Auditor of the Company, at the ensuing Annual General Meeting, to hold office from the conclusion of this Annual General Meeting (AGM) until the conclusion of the 9th Annual General Meeting to be held in the year 2020, subject to ratification by the members in every Annual General Meeting of the Company held after this AGM in pursuance of Section 139 of the Companies Act, 2013.

The Company has received a confirmation from the proposed Auditors to the effect that their appointment if made would be within the limits prescribed under Section 141(3) of the Companies Act, 2013.

18. AUDITOR'S REPORT

The Auditor's Report is appended with the Audited Accounts of the Company as Annexure - 5. The observations made in the report are self-explanatory and require no further clarification.

19. MEETING OF BOARD

The Board meets at its regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. More of the time the Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing Resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Board / Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. The Board met 12 (Twelve) Times in financial year 2015-16 viz., 30.04.2015, 30.05.2015, 29.06.2015,10.07.2015, 10.08.2015, 28.08.2015, 05.10.2015, 14.11.2015, 08.12.2015, 21.12.2015, 12.02.2016 and 30.03.2016. The maximum interval between any two meetings did not exceed 120 days.

20. COMMITTEES OF THE BOARD:

During the year, the Committees meet on regular interval to discuss and decide on recurring business policy and strategy apart from other Board business.

The Company constituted its Audit Committee, Investor's/Shareholder's Grievance Committee and Nomination & Remuneration Committee as per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013. The Share Transfer Committee also constituted in terms of Board from time to time. Signed minutes of the Committee meetings are placed in the Board Meetings for information of the Board.

The present composition of these Committees, have been provided as follows:

S. No.

Committees

Composition

a.

Audit Committee

* Mr. Vikash Rana

* Mr. Amit Kumar Singh

* Mrs. Upender Kaur Sodhi

b.

Nomination & Remuneration Committee

* Mr. Amit KumarSingh

* Mrs. Upender Kaur Sodhi

* Mr. Alok Kumar Rai

c.

Stakeholders Grievance Committee

* Mr. Yash Sharma

* Mr. Amit KumarSingh

* Mrs. Upender Kaur Sodhi

d.

Share Transfer Committee

* Mr. Yash Sharma

* Mr. Amit KumarSingh

* Mrs. Upender Kaur Sodhi

e.

Risk Management Committee

* Mr. Yash Sharma

* Mr. Amit KumarSingh

* Mr. Vikash Rana

* Ms. Pallavi Mehra

21. EXTRAORDINARY GENERAL MEETING

No Extra-ordinary General Meeting was held during the year.

22. INTERNAL CONTROL SYSTEM

The Company has an adequate system of internal control covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintenance of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliances with regulations and for ensuring reliability of financial reporting.

23. DIRECTORS

During the period under review, Mr. Vinay Kumar (DIN: 06779770) has been resigned from the Directorship of Company with effect from 29th June, 2015 and at the same time Mr. Yash Sharma (DIN: 07203946) has been appointed as Additional Director and CFO (later on appointed as Director in last Annual General Meeting). The Board appreciates the contribution made by him during his tenure as Director of the Company.

The present composition of Board is as follows:

S.

No.

Name of the Director

DIN

Designation

Date of Appointment

1.

Mr. Vikash Rana

05181168

Managing

Director

June 16th, 2014

2.

Mr. Amit Kumar Singh

06903719

Director

July 11th, 2014

3.

Mrs. Upender Kaur Sodhi

07107427

Director

February 27th, 2015

4.

Mr. Alok Kumar Rai

07172447

Director

April 30th, 2015

5.

Mr. Yash Sharma

07203946

Director, CFO

June 29th, 2015

None of the Directors of the Company are disqualified under the provision of Section 164 of the Companies Act, 2013 as applicable on the date of this Directors' Report.

Note: The Company wish to re-appointment Mr. Alok Kumar Rai (DIN: 07172447), who will retires by rotation in our ensuing 5th Annual General Meeting as per the requirement of Section 152(6) of the Companies Act, 2016 and being eligible to offer himself for re-appointment.

24. APPOINTMENT OF INTERNAL AUDITOR

During the year, the Company, in pursuant to the requirement of Section 138 of the Companies Act, 2013 and the Companies (Account) Rules, 2014 or any other provision thereto, has appointed Mr. Saurabh Agrawal, Chartered Accountant, as an Internal Auditor of the Company with effect from 30th April, 2015 to perform all such acts or duties required to be performed by Internal Auditor.

*The same detail has already been given in our last report.

25. APPOINTMENT OF COMPANY SECRETARY

The Company has appointed Ms. Pallavi Mehra, a Member of the Institute of Company Secretaries of India as Company Secretary and Compliance Officer with effect from 30th May, 2015.

*The same detail has already been given in our last report.

26. APPOINTMENT OF CHIEF FINANCIAL OFFICER (CFO)

Pursuant to Section 203 of the Companies Act, 2013, read with Rule 8 of the Companies (Appointment and Remuneration) Rules, 2014, the Board at its meeting held on 29th June, 2015 has appointed Mr. Yash Sharma as the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) for a period of 3 years with effect from 29th June, 2015.

*The same detail has already been given in our last report.

27. APPOINTMENT OF COST AUDITOR

In view of the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to your company.

28. LISTING COMPLIANCES

Your Directors are pleased to inform you that during the year under review all compliances related to listing with the BSE Ltd. have been duly complied.

The Securities and Exchange Board of India (SEBI), on September 2nd, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of Capital market. The said regulations were effective from December 1, 2015. Accordingly, all listed entities were required to enter into a new listing agreement within 6 months from the effective date.

The Company enters into a new Listing Agreement with BSE (BSE Ltd.) and endeavor to adopt all the provisions as stated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

29. CORPORATE GOVERNANCE REPORT

During the financial year ended on 31st March, 2016, pursuant to the requirement of Clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 w.e.f. December 1, 2015, the Company has submitted its Corporate Governance Report under the said compliance. In this respect, the Corporate Governance Report for the year ended has been appended as Annexure-2.

Further, during the year the trading in shares of Company has been suspended from 31.03.2016 due to surveillance measures, however, the said suspension has been revoked later on because of affirmative respond by Company.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report is prepared in accordance with the requirements of Clause 49 and Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 w.e.f. December 1, 2015 of the Listing Agreement entered into with the Stock Exchange the Company has been submitted its Management Discussion & Analysis Report for the financial year ended on 31st March, 2016, appended with this report as Annexure - 3.

31. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY STATUTORY AUDITORS AND PRACTISING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by our Statutory Auditors and Secretarial Auditor in their report. Further, the said reports are self-explanatory so no more explanation required thereto.

32. EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in prescribed form MGT 9 is attached as Annexure -1.

33. DIRECTORS RESPONSIBILITY STATEMENT

The Financial Statements are prepared under the historical cost convention following the Going Concern Concept and on Accrual Basis Concept of accounting, in conformity with the accounting principles generally accepted in India and comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 and Section 133 of Companies Act, 2013.

The Board accepts responsibility for the integrity and objectivity of these financial statements. The Board of Directors has taken sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 (to the extent applicable) and the Companies Act, 2013 (to the extent notified), to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representation received from the Operating Management, and after due enquiry, confirm:

1. That in the preparation of the accounts for the financial year ended 31st March, 2016 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the selected accounting policies were applied consistently and the Directors made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and Companies Act, 2013 (to the extent notified) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2016 on a going concern basis.

5. That the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

6. That the Directors had adopted proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. SECRETARIAL AUDIT REPORT

As per the requirement of Section 204 read with Section 134(3) of the Companies Act 2013 and Rule 9 of Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, the Company has obtained a certificate from M/s Ajay Kumar and Associates, Company Secretaries, for the financial year ended March 31st, 2016, that the Company has complied with all provision of Companies Act, 2013. The clauses referred of the aforesaid report appended as Annexure - 4 are self-explanatory and, therefore do not call for any further comments.

35. PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per Rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore any statement that is required to be given showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are not applicable.

36. INFORMATION REQUIRED UNDER SECTION 217(1) (E) OF COMPANIES ACT REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company did not have any activity related to conservation of energy, technology absorption. There were neither foreign exchange earnings nor outgo during the period under review.

37. FORMAL ANNUAL EVALUATION OF THE BOARD

The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

38. CODE OF CONDUCT AND ETHICS

The Board of directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the company's business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one's conduct in dealing with the Company, fellow directors and with the environment in which the Company operates. The code is available on the Company's website.

ACKNOWLEDGEMENT

The Board wishes to express their sincere gratitude for the continued co-operation, encouragement and support extended by the shareholders and Bankers of the Company. The Board also wishes to express their deep appreciation of the dedication services of the officers, staff and workers of the Company who have contributed in the performance and the Company's inherent strength.

By the Order of the Board

For Ram Minerals and Chemicals Limited

Sd/-

Vikash Rana

(Chairman)

DIN:05181168

Address: 383, New Defence Colony,

Muradnagar, Ghaziabad, U.P. -201206

Date: 12th August, 2016

Place: Delhi

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