Mar 31, 2015
Dear Members,
The Directors of the Company take pleasure in presenting their 35th
Annual Report together with the annual audited financial statements for
the financial year ended March 31, 2015.
Financial Results
The summary of the Company's financial performance for the financial
year 2014-15 as compared to the previous financial year 2013-14 is
given below:
(Amt)
Particulars Year Ended Year Ended
31/03/2015 31/03/2014
Income 13,75,09,762 10,13,46,422
Less: Expenses 13,61,82,840 10,08,48,712
Less: Depreciation - -
Profit after Depreciation, 13,26,922 4,97,710
Interest & before Tax
Current Tax 4,10,019 -
Provision for Taxation - -
Profit after Tax 9,16,903 4,97,710
Net profit/ (Loss) 9,16,903 4,97,710
Balance carried to Balance 9,16,903 4,97,710
Sheet
Highlights
During the year your Company has Income of Rs. 13,75,09,762 including
other income as compared to Rs. 10,13,46,422 in the previous year. The
Net profit after tax was Rs. 9,16,903 against the Net Profit of Rs.
4,97,710 in the previous year.
Dividend
In order to conserve the resources, your Directors are unable to
declare any dividends.
Deposits
Your Company has not accepted any deposits from the public falling
within the ambit of Section 73 and 74 of the Companies Act, 2013 read
together with the Companies (Acceptance of Deposits) Rules, 2014.
Board of Directors
All Independent Directors have submitted the declaration of
Independence as required under Section 149(7) of the Companies Act,
2013 confirming that they meet the criteria of independence as laid
down under Section149 (6) of the Companies Act, 2013 and Clause 49 of
the Listing Agreement.
Declarations Given By Independent Directors
All the Non-Executive and Independent Directors have confirmed to the
Board that they qualify to be considered as independent as per the
definition of 'Independent Director' stipulated in Section 149(6) of
the Act and Clause 49( II)(B)(1) of the Listing Agreement. These
confirmations have been placed before, and noted by the Board.
Policies on Directors' Appointment and Remuneration
The policies of the Company on Directors' Appointment and Remuneration
including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-Section
(3) of Section 178 of the Act is appended as Annexure I (a) & I (b) to
this Report.
Evaluation of Board of Directors
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement, the Nomination and Remuneration Committee of the Board
carried out the annual evaluation of the performance of the Board as a
whole, the Directors individually as well as of various Committees of
the Board. The performance evaluation of the Independent Directors was
carried out by the Nomination and Remuneration Committee and noted in
turn by the Board.
Board Committees
Your Company has following Committees of Board, viz,
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
Details of all the Committees along with their composition, terms of
reference and meetings held during the year are provided in Report on
Corporate Governance' forming part of the Annual Report.
Directors' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) read with Section
134(5) of the Act with respect to Directors' Responsibility Statement,
your Directors hereby confirm that:
* in the preparation of the annual accounts, the applicable accounting
standards have been followed;
* appropriate accounting policies have been selected and applied
consistently and estimates and judgments made 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 of the
Company for that period;
* proper and sufficient care for maintenance of adequate accounting
records in accordance with the provisions of Act have been taken for
safeguarding the assets of the Company and for preventing and detecting
frauds and other irregularities;
* the annual accounts have been prepared on a going concern basis; and
* Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Auditors
* Statutory Auditors
The Company Auditors, M/s. S S R V & Associates, Chartered Accountants,
retire at the conclusion of the forthcoming Annual General Meeting and
are eligible for re-appointment.
Pursuant to the provisions of Section 139 of the Companies Act, 2013
('the Act') read with Rule 6 of the Companies (Audit and Auditors)
Rules, 2014, the Audit Committee and the Board have recommended their
re-appointment as Auditors of the Company from the conclusion of the
forthcoming Annual General Meeting till the conclusion of the next
Annual General Meeting of the Company.
The Company has received a written consent to such appointment from
M/s. S S R V & Associates, Chartered Accountants, and a certificate
that the appointment, if made, shall be in accordance with the criteria
as specified in Section 141 of the Act. As required under Clause 49 of
the Listing Agreement, the Auditors have also confirmed that they hold
a valid certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India.
* Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors had appointed M/s. SARK
& Associates, Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for the Financial Year 2014-2015. The
Report of the Secretarial Auditor is annexed herewith as Annexure II
and forms an integral part of this Report.
Risk Management and Internal Controls
The Company has a well-defined risk management frame work in place. The
details of the risks faced by the Company and the mitigation thereof
are discussed in detail in the Management Discussion and Analysis
report that forms part of the Annual Report.
Reports on Corporate Governance and Management Discussion & Analysis
The reports on Corporate Governance and Management Discussion and
Analysis for the year under review, as stipulated under Clause 49 of
the Listing Agreement form part of the Annual Report. The certificate
from the Auditors of the Company confirming compliance with the
conditions of Corporate Governance is annexed to the Corporate
Governance Report.
Particulars of Contracts or Arrangements with Related Parties
The particulars of contracts or arrangements with related parties
referred to in Section 188(1), as prescribed in Form AOC - 2 are
appended as Annexure III.
Particulars of Employees and Related Information
In terms of the provisions of Section 197(12) of the Act read with Rule
5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement containing the disclosures
pertaining to remuneration and other details as required under the Act
and the above Rules are provided in the Annual Report. The disclosures
as specified under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, have been appended
to this Report as Annexure IV.
Board meetings
The Board meets at regular intervals to discuss and decide on the
Company's policies and strategy apart from other Board matters.
During the financial year 2014-15, seven Board Meetings were held on
May 31st 2014, July 1st 2014, August 11th 2014, August 28th 2014,
October 31st 2014, February 13, 2015 and March 31st 2015. The gap
between the two Board Meetings did not exceed 120 days.
Extract of Annual Return
Pursuant to the requirements under Section 92(3) and Section 134(3) of
the Act read with Rule 12 of Companies (Management and Administration)
Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is
given in the Report as Annexure IV.
Conservation Of Energy, Technology Absorption, Foreign Exchange
Earnings And Outgo
In view of the nature of activities which are being carried on by the
Company, the particulars as prescribed under Section 134(3)(m) of the
Act read with Companies' (Accounts) Rules, 2014 regarding Conservation
of Energy and Technology Absorption, and research and development are
not applicable to the Company.
Listing Of Shares of the Company
The Equity Shares of your Company continue to remain listed on Bombay
Stock Exchange Ltd.
The Company has paid the listing fees as payable to the BSE Ltd. for
the financial year 2015-16 on time.
Vigil Mechanism/Whistle Blower Policy
The Company has established a vigil mechanism to provide appropriate
avenues to the Directors and employees to bring to the attention of the
Management, the concerns about behavior of employees that raise
concerns including fraud by using the mechanism provided in the Whistle
Blower Policy. The details of the said Policy are included in the
Report on Corporate Governance which forms part of the Annual Report.
During the financial year 2014-15, no cases under this mechanism were
reported in the Company and any of its subsidiaries/ associates.
Policy for Prevention, Prohibition and Redressal of Sexual Harassment
of Women at Workplace:
The company has framed policy in accordance with The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
During the financial year 2014-15, no cases in the nature of sexual
harassment were reported at our workplace of the company.
Management Discussion and Analysis Report
Further, a separate Management Discussion and Analysis Report covering
a wide range of issues relating to Industry Trends, Company
Performance, SWOT analysis, Corporate Process, Business Outlook among
others is annexed to this Report.
Acknowledgements
The Directors express their sincere gratitude to the BSE Limited,
National Stock Exchange of India Limited, Ministry of Finance, Ministry
of Corporate Affairs, Registrar of Companies, National Securities
Depository Limited, other government and regulatory authorities,
financial institutions and the bankers of the company for their ongoing
support.
The Directors also place on record their sincere appreciation for the
continued support extended by the Company's stakeholders and trust
reposed by them in the Company. The Directors sincerely appreciate the
commitment displayed by the employees of the Company resulting in
satisfactory performance during the year.
On behalf of the Board of Directors
Sd/-
Mansi Prajwal Patel
(Director)
DIN - 06389805
Date: 13/082015
Place: Mumbai
Mar 31, 2013
To the Members of RAMMAICA (INDIA) LIMITED,
The Directors have pleasure in presenting the 33rd ANNUAL REPORT, for
the year ended 31st March, 2013.
I. FINANCIAL RESULTS:
(Rupees in Lacs)
PARTICULARS CURRENT YEAR PREVIOUS YEAR
31.03.2013 31.03.2012
Income from Operations 789.82 106.60
Other Income 04.49 26.09
Less: Total Expenditure 788.49 105.45
Profit / (Loss) Before Tax 05.82 27.24
Less : Taxation
Current Tax 03.89 05.77
Mat Entitlement Credit (01.11) (10.96)
Profit / (Loss) After Taxation 03.04 32.43
Balance Carried to Balance Sheet 03.04 32.43
II. GENERAL REVIEW OF OPERATIONS:
The Indian Economy during the year displayed distinct signs of strong
long term growth. The Company could not carry out manufacturing
activity during the year under review. However the Company has achieved
a post tax profit of Rs. 03.04 lacs as compared profit of Rs. 32.43
lacs in previous year.
III. DIVIDEND:
In order to conserve the resources, your Directors are unable to
declare any dividend.
IV. DIRECTORS:
1. During the year under review, Mrs. Mansi Patel & Rupam Chitalia was
appointed as an Additional Director on the Board of Directors. Mrs.
Bhavna R. Mehta would vacate his office on the date of ensuing Annual
General Meeting of the Company. The Company has received notice under
Section 257 of the said Act from a shareholder proposing the
candidature of the said Directors for the office of the Directors of
the Company. Accordingly, resolution has been proposed in the Notice
of the forthcoming Annual General Meeting of the Company for the
Appointment of Mr. Rupam Chitalia, Mr. Pandurang Nawghane and Mrs.
Mansi Prajwal Patel as Additional Director of the Company and to
re-appointment as Director.
Details of the Directors to be appointed/ re-appointed at the
forthcoming Annual General Meeting as required pursuant to clause 49
(vi) (a) of the listing Agreement are appended here with as Annexure I.
V. SECRETARIAL AUDIT REPORT:
The Company has obtained Compliance Certificate from a Company
Secretary in whole time practice pursuant to section 383A of the
Companies Act, 1956 and is form part of the Balance Sheet.
VI. AUDITORS:
M/s. AMD & Co., Chartered Associates, the retiring Auditors have
expressed their willingness to be re-appointed. It has been proposed to
reappoint M/s. AMD & Co; Chartered Accountants as Auditors of the
Company. The Company has received a Certificate from them that they are
qualified under Section 224 (1) of the Companies Act, 1956 for
appointment as Auditors of the Company. Members are requested to
consider their appointment at a remuneration to be decided by the Board
of Directors for the financial year ending March 31, 2014 as set out in
the Notice convening the Meeting.
VII. AUDITORS REMARKS:
The remarks of the auditors are self-explanatory in nature and need no
further clarification.
VIII. STATUTORY INFORMATION:
The Company had no employees, drawing remuneration in excess of the
limits laid out under Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975.
IX. CORPORATE GOVERNANCE:
As required under the Listing Agreement with Bombay Stock Exchange
Limited, a report on Corporate Governance is given in Annexure "A" to
this Report
X. ENERGY CONSERVATION:
Since the company has not done any manufacturing during the year, the
provisions of energy conservation are not applicable during the year.
XI. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
subscribe to the * Directors Responsibility Statement'' and confirm
that:-
- In the preparation of the annual accounts, the applicable accounting
standards have been followed, along with proper explanation relating to
material departures.
- The Directors have 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.
- The Directors have taken proper and sufficient care of 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.
- The Directors have prepared the annual accounts on a going concern
basis.
XII. ACKNOWLEDGEMENT
Your Directors wish to thank the Company''s bankers and all other
associates, for their co- operation and support during the year.
For and on behalf of the Board of Directors
FOR RAMMAICA (INDIA) LIMITED
Sd/-
PLACE: Mumbai Mrs. Mansi P. Patel
DATE: 31st May, 2013 Chairman / Managing Director
Mar 31, 2011
To the Members,
The Directors have pleasure in presenting the 31st ANNUAL REPORT, for
the year ended 31st March, 2011.
I. FINANCIAL RESULTS :
(Rupees in Lacs)
CURRENT YEAR PREVIOUS YEAR
Income from Operations Nil Nil
Other Income 450.48 0.60
Less: Expenditure 411.86 41.85
Profit / (Loss) Before Tax 38.62 (41.24)
Less : Provision for Taxation 11.00 -
Profit / (Loss) After Taxation 27.62 (41.24)
Balance Brought Forward (1544.56) (1503.31)
Balance Carried to Balance Sheet (1516.87) (1544.56)
II. GENERAL REVIEW OF OPERATIONS :
The Indian Economy during the year displayed distinct signs of strong
long term growth. The Company could not carry out manufacturing
activity during the year under review. However the Company has achieved
a post tax profit of Rs. 27.62 lacs due to other income during the year
against the loss of Rs.41.24 in the previous year. Your company is
expected to start its operation in the current year.
III. DIVIDEND :
In order to conserve the resources, your Directors are unable to
declare any dividends.
IV. DIRECTORS :
Mr. Shriratan R. Jhunjhunwala, Director, retire by rotation and being
eligible offer himself for reappointment.
V. SECRETARIAL AUDIT REPORT:
The Company has obtained Compliance Certificate from a Company
Secretary in whole time practice pursuant to section 383A of the
Companies Act, 1956 and is form part of the Balance Sheet.
VI. AUDITORS :
M/s. AMD & Co., Chartered Associates, the retiring Auditors have
expressed their willingness to be re- appointed. It has been proposed
to reappoint M/s. AMD & Co., Chartered Accountants as Auditors of the
Company. The Company has received a Certificate from them that they are
qualified under Section 224 (1) of the Companies Act, 1956 for
appointment as Auditors of the Company. Members are requested to
consider their appointment at a remuneration to be decided by the Board
of Directors, for the financial year ending March 31, 2012 as set out
in the Notice convening the Meeting.
VII. AUDITORS REMARKS:
The remarks of the auditors are self explanatory in nature and need no
further clarification.
VIII. STATUTORY INFORMATION:
The Company had no employees, drawing remuneration in excess of the
limits laid out under Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975.
VIII. CORPORATE GOVERNANCE:
The Company though not yet mandatorily require to comply with the
provisions laid down in the Listing Agreement on corporate governance,
has adhered to strict levels of corporate governance and management.
IX. ENERGY CONSERVATION
Since the company has not done any manufacturing during the year, the
provisions of energy conservation is not applicable during the year.
X. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
subscribe to the ''Directors Responsibility Statement'' and confirm
that:- - In the preparation of the annual accounts, the applicable
accounting standards have been followed, along with proper explanation
relating to material departures.
- The Directors have 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.
- The Directors have taken proper and sufficient care of 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.
- The Directors have prepared the annual accounts on a going concern
basis.
XI. ACKNOWLEDGEMENT :
Your Directors wish to thank the Company''s bankers and all other
associates, for their co-operation and support during the year.
For and on behalf of Board of Directors
Place : Mumbai Sd/-
Mr. Abhishek Mehta
Date : 22nd August, 2011 Chairman & Managing Director
Mar 31, 2010
The Directors are presenting herewith their Thirtieth Annual Report
together with Audited Accounts for the year ended 31st March. 2010
1) FINANCIAL HIGHLIGHTS
Current Year Previous Year
(Rs.in Lacs) (Rs.in Lacs)
Operating (Loss) before
interest,depreciation and extra (28,09) (3.15)
ordinary item.
Add / Interest (13.32) ---
Depreciation
Profit / (Loss) for the year (41.41) (3.25)
2. DIVIDEND
In view of losses, your Directors do not
recommend any dividend for the year.
3. PERFORMANCE
The Company could not carry out any manufacturing activity during the
year under review The lock out declared w. e f. 14.12 95 at companys
works of manufacturing Decorative and industrial laminates unit
continued due to appointment of Court Receiver since 1996 in the
recovery suit filed by State Bank of India against the Company. Same
was settled during the year and no due certificate from the Stale Bank
of India is received during the year The company has paid interest of
Rs. 13.32 lacs to Bank on delay in payment of settled amount Due to the
long closure of the plant, the company has suffered substantial losses
During the year the company has repaid Incentive loan from Govt of
Maharashtra and liability under Deferred Sale Tax Incentive Scheme.
Further , the company during the year provided Rs. 7 14 lacs toward the
water supply arrears payable to MIDC Tarapur. The company has written
off Rs 13.27 lacs being the debts irrecoverable.
4 SUBSIDIARY
The company invested during the financial year 2001-02, Rs 19.90 lacs
in Maharashtra Laminates Ltd. (MLL) and Rs. 19.90 lacs in Hanuman
Laminates (India) Pvt Ltd. acquiring 19.900 Equity shares of Rs.100/-
Each fully paid of both the companies Due to which they become
subsidiary Company
The statement required under section 212 of the companies Act 1956 in
respect of the subsidiary companies viz. MLL and HLPL are enclosed
hereto forming part of his report. The Audited statement of accounts
with Director Report and Auditor Report are also enclosed
5. REPORT ON CORPORATE GOVERNANCE
Your Company has complied with the requirements regarding corporate
Governance as required under Clause 49 of the Listing Agreement of the
Stock Exchanges where its shares are listed A Certificate from a
Statutory Auditor regarding compliance of conditions of Corporate
Governance is attached to this report forms part of the Annual Report.
6. DE MATERIALISATION.
The company has during the financial year 2001 -2002 entered into an
agreement with central Depository Services Limited (CDSL) a Depository
established under provisions of Depository Act. 1996, for facilitating,
holding and settlement of trade in equity shares of the Company in a
scrip less manner in electronic mode The Company has successfully
converted equity shares from physical mode into electronic mode of the
Shareholders around 19 62% The Companys scrip is also trading in Demat
mode in Stock Exchange Our similar application is still pending with
National Security Depository Services Limited (NSDL).
7. DEPOSITS
The company has not accepted any fixed deposits from the public
8. DELISTING OF SHARES
The company has paid Annual Listing Fees upto 2010-2011 to Mumbai Stock
Exchange. In respect of Ahmedabad, Calcutta, Delhi and Chennai. in view
of the pending request for delisting, listing fees have not been paid
since 1997-98.
Demand Notices received are as under:
Name of the Period P.A Total
Stock Exchange From To P.A Total
Amt (Rs.)
F.Y. F.Y.
Ahmedabad 1997-1998 2009-2010 7,500/- 97.500/-
Calcutta 1997-1998 2009-2010 5,250/- 63.000/-
Delhi 1997-1998 2009-2010 7,500/- 97,500/-
Chennai 1997-1998 2009-2010 6,300/- 81.900/-
9. ENERGY CONSERVATION
Due to the continuation of lock out at factory the company could not
take any steps during the year under review for energy conservation and
technology absorption and there were no foreign exchange earnings or
outgo.
10. PERSONNEL
The Company has not employed any person covered under section 217 [2A)
of the Companies Act, 1956
11. DIRECTORS
In accordance with the Articles of Association of the company, Shri R
R. Jhunjhunwala retires by rotation at the forthcoming annual general
meeting, and being
eligible, offers himself for reappointment.
12. DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of your company state :
a) That in the preparation of the annual accounts The applicable
accounting standards had been followed.
b) That 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 loss of the
company for that period.
c) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the companies Act, 1956 safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities.
d) That the directors had prepared the annual accounts on a going
concern basis.
11. AUDITORS REPORT
Members attention is drawn to notes Nos 8.2 (a), B 2 (b) and B 4 of
the notes to the Accounts in Schedule P referred to by the auditors in
their report. The Directors are of the opinion that the said notes are
self explanatory and do not call for any further comments.
13. AUDITORS
The auditors of the company M/s Kailash Kejriwal S Co., Chartered
Accountants hold office up to the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for reappointment,
you are requested to appoint auditors and fix their remuneration.
FOR AND ON BEHALF OF BOARD OF DIRECTORS
Place : Mumbai R. R- JHUNJHUNWALA
Dated : 13-08-2010 Chairman