Directors Report of Ramasigns Industries Ltd.

Mar 31, 2024

The Directors of the Company take pleasure in presenting their 44^th Annual Report together with the Annual
Audited Financial Statements for the financial year ended March 31, 2024.

Financial Results

The summary of the Company''s financial performance for the financial year 2023-24 as compared to the previous
financial year 2022-23 is given below:

(Amt. in lakhs)

Particulars	Year Ended 31.03.2024	Year Ended 31.03.2023
Revenue From Operations	1033.48	2502.52
Less: Expenses	1489.02	2595.62
Less: Depreciation	26.28	59.79
Profit before Tax	(468.66)	60.79
Less: Current Tax	--	15.81
Deferred Tax	48.73	(0.64)
Excess Provision for Taxation (Previous year)	2.52	--
Net Profit/(Loss) after Tax	(519.19)	45.63

State of Affairs and Highlights of Performance

The Company''s business based on B2B market dealing with outdoor and indoor advertising. With stiff competition
from unorganized sector and rising raw material costs for the industry, there are challenges in the business.
However, despite of the challenges, theturnover of the Company stood as Rs. 1033.48 lakhs at the end of F.Y 2023¬
24 as compared to Rs. 2502.52 lakhs in the previous year F Y 2022-23. The Net Loss of Rs. 519.19 lakhs as compare
to the Net Profit of Rs. 45.63 lakhs in the previous year.

Dividend

In order to conserve resources of the Company, your Directors'' do not recommend any dividend for the
financial year ended March 31, 2024.

Changes in the nature of business of the Company:

During the financial year under review, there was no change in the nature of business of the Company.

Transfer to Reserves

No amount is proposed to be transferred to the reserves for the financial year ended March 31, 2024.

Deposits

i. Deposits covered under Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits within the
meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules,
2014.

ii. Deposits not in compliance with Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits which are not in
compliance with Chapter V of the Companies Act, 2013.

Non-Convertible Debentures

The Company has issued 72 Unsecured, Listed, Privately Placed, Redeemable Non-Convertible Debentures
(NCDs) of Rs 10 Lakhs each, aggregating to Rs. 7.2 crores in the Financial Year 2021-22. The Debentures are listed
on debt segment of BSE. The said Debentures are repayable over a period of 4 years in tranches and the Company
has been regular in payment of the principal and interest thereon.

Company has made timely part payment of interest / Principal on 30/04/2023

ISIN	ISIN Description	Corporate Action	Interest / On Principle due Date	Interest /Principal Payment date	Listed On
INE650D08013	RAMASIGNS	Part	30/04/2023	(Payment	BSE Debt
	INDUSTRIES	Principle	(Total Due	Amount	Segment
	LIMITED 7	Payment	Amount Rs.	Rs.12,67,500
	NCD	and	12,67,500)	Dtd.
	31MY26	Interest		29.04.2023)
	FVRS10LAC	Payment

Company has made timely part payment of interest / Principal on 31 /05/2023

ISIN	ISIN Description	Corporate Action	Interest / On Principle due Date	Interest /Principal Payment date	Listed On
INE650D08013	RAMASIGNS INDUSTRIES LIMITED 7 NCD 31MY26 FVRS10LAC	Part Principle Payment and Interest Payment	31/05/2023 (Total Due Amount Rs. 12,62,250)	(Payment Amount Rs.12,62,250 Dtd. 31.05.2023)	BSE Debt Segment

Company has made timely part payment of interest / Principal on 30/06/2023

ISIN	ISIN Description	Corporate Action	Interest / On Principle due Date	Interest /Principal Payment date	Listed On
INE650D08013	RAMASIGNS	Part	30/06/2023	(Payment	BSE Debt

	INDUSTRIES	Principle	(Total Due	Amount	Segment
	LIMITED 7	Payment	Amount Rs.	Rs.18,57,000 Dtd.
	NCD 31MY26	and	18,57,000)	30.06.2023)
	FVRS10LAC	Interest
		Payment

Company has made timely part payment of interest / Principal on 31/07/2023

ISIN	ISIN Description	Corporate Action	Interest / On Principle due Date	Interest /Principal Payment date	Listed On
INE650D08013	RAMASIGNS INDUSTRIES LIMITED 7 NCD 31MY26 FVRS10LAC	Part Principle Payment and Interest Payment	31/07/2023 (Total Due Amount Rs. 18,48,250)	(Payment Amount Rs.18,48,250 Dtd. 31.07.2023)	BSE Debt Segment

Company has made timely part payment of interest / Principal on 31/08/2023

ISIN	ISIN Description	Corporate Action	Interest / On Principle due Date	Interest /Principal Payment date	Listed On
INE650D08013	RAMASIGNS	Part	31/08/2023	(Payment	BSE Debt
	INDUSTRIES LIMITED 7 NCD 31MY26 FVRS10LAC	Principle Payment and Interest Payment	(Total Due Amount Rs. 18,39,500)	Amount Rs.18,39,500 Dtd. 31.08.2023)	Segment

Company has made timely part payment of interest / Principal on 30/09/2024

ISIN	ISIN Description	Corporate Action	Interest / On Principle due Date	Interest /Principal Payment date	Listed On
INE650D08013	RAMASIGNS INDUSTRIES LIMITED 7 NCD 31MY26 FVRS10LAC	Part Principle Payment and Interest Payment	30/09/2023 (Total Due Amount Rs. 18,30,750)	Payment Amount Rs.13,22,208 Dtd. 08.11.2023 Rs. 5,08,542 Dtd. 26.10.2023	BSE Debt Segment

ISIN	ISIN Description	Corporate Action	Interest / On Principle due Date	Interest /Principal Payment date	Listed On
INE650D08013	RAMASIGNS INDUSTRIES LIMITED 7 NCD 31MY26 FVRS10LAC	Part Principle Payment and Interest Payment	31/10/2023 (Total Due Amount Rs. 18,22,000)	Payment Amount Rs.89,444 Dtd. 10.11.2023 Rs. 2,32,556 Dtd. 5.12.2023 Rs. 2,50,000 Dtd. 16.12.2023 Rs. 1,66,667 Dtd. 20.12.2023 Rs. 3.00. 000 Dtd. 24.01.2024 Rs. 2.00. 000 Dtd. 29.01.2024 Rs. 5,83,333 Dtd. 01.02.2024	BSE Debt Segment

Comoanv has made timelv part payment of interest / Principal on 30/11/2023

ISIN	ISIN Description	Corporate Action	Interest / On Principle due Date	Interest /Principal Payment date	Listed On
INE650D08013	RAMASIGNS INDUSTRIES LIMITED 7 NCD 31MY26 FVRS10LAC	Part Principle Payment and Interest Payment	30/11/2023 (Total Due Amount Rs. 18,13,250)	Payment Amount Rs.2,26,236 Dtd. 25.12.2023 Rs. 87,014 Dtd. 28.12.2023 Rs. 2,00,000 Dtd. 08.03.2024 Rs. 2,00,000 Dtd. 11.03.2024 Rs. 2,00,000 Dtd. 13.03.2024 Rs. 2,83,333 Dtd. 14.03.2024 Rs. 2,00,000 Dtd. 15.03.2024 Rs. 2,16,667 Dtd. 16.03.2024 Rs. 2,00,000 Dtd. 28.03.2024	BSE Debt Segment

ISIN	ISIN Description	Corporate Action	Interest / On Principle due Date	Interest /Principal Payment date	Listed On
INE650D08013	RAMASIGNS INDUSTRIES LIMITED 7 NCD 31MY26 FVRS10LAC	Part Principle Payment and Interest Payment	31/12/2023 (Total Due Amount Rs. 18,04,500)	Payment Amount Rs.3,04,500 Dtd. 01.01.2024 Rs. 2,00,000 Dtd. 18.03.2024 Rs. 2,00,000 Dtd. 19.03.2024 Rs. 2,00,000 Dtd. 21.03.2024 Rs. 4,83,333 Dtd. 28.03.2024 Rs. 2,00,000 Dtd. 29.03.2024 Rs. 2,16,667 Dtd. 21.05.2024	BSE Debt Segment

Company has made timely part payment of interest / Principal on 31/01/2024

ISIN	ISIN Description	Corporate Action	Interest / On Principle due Date	Interest /Principal Payment date	Listed On
INE650D08013	RAMASIGNS INDUSTRIES LIMITED 7 NCD 31MY26 FVRS10LAC	Part Principle Payment and Interest Payment	31/01/2024 (Total Due Amount Rs. 17,95,750)	Payment Amount Rs.82,153 Dtd. 05.03.2024 Rs. 2,13,597 Dtd. 06.03.2024 Rs. 83,333 Dtd. 09.04.2024 Rs. 2,00,000 Dtd. 10.04.2024 Rs. 4,00,000 Dtd. 17.04.2024 Rs. 1,00,000 Dtd. 20.04.2024 Rs. 2,00,000 Dtd. 24.04.2024 Rs. 2,00,000 Dtd. 29.04.2024	BSE Debt Segment

ISIN	ISIN Description	Corporate Action	Interest / On Principle due Date	Interest /Principal Payment date	Listed On
INE650D08013	RAMASIGNS INDUSTRIES LIMITED 7 NCD 31MY26 FVRS10LAC	Part Principle Payment and Interest Payment	29/02/2024 (Total Due Amount Rs. 17,87,000)	Payment Amount Rs.2,87,000 Dtd. 04.04.2024 Rs. 83,333 Dtd. 30.04.2024 Rs. 2,00,000 Dtd. 13.05.2024 Rs. 2,00,000 Dtd. 17.05.2024	BSE Debt Segment

Company has made timely part payment of interest / Principal on 31/03/2024

ISIN	ISIN Description	Corporate Action	Interest / On Principle due Date	Interest /Principal Payment date	Listed On
INE650D08013	RAMASIGNS INDUSTRIES LIMITED 7 NCD 31MY26 FVRS10LAC	Part Principle Payment and Interest Payment	31/03/2024 (Total Due Amount Rs. 17,78,250)	Payment Amount Rs.1,00,958 Dtd. 24.04.2024 Rs. 83,333 Dtd. 20.05.2024	BSE Debt Segment

Credit Rating

The Company has obtained Credit Rating for its listed Non-Convertible Debentures (NCD) from Care Edge Rating
Limited. The last rating reaffirmed was "D" (Stable) for the NCD for the financial year 2023- 2024.

Term Finance

The Company has continued the OD facility and working capital term loan ICICI Bank and secured commercial
vehicle loan from Cholamandalam Investment And Finance Company Limited.

Directors and Kev Managerial Personnel (KMP):

Mr. Deepak Janu Pendhari (DIN: 08948584) ,Director retires by rotation and being eligible offers himself for re¬
appointment.

Ms. Anita Gupta resigned from the post of Company Secretary & Compliance Officer w.e.f. 27.05.2024 & Mr.

Nitesh Sagwaliya appointed as Company Secretary & Compliance Officer w.e.f. 27.07.2024.

Mr. Vishal Parshottam Waghela, resigned from the post Chief Financial Officer w.e.f. 31^st August,2024.

Mr. Taranveer Singh Dhingra (DIN: 09363227) Director of the Company has resigned w.e.f 11.06.2024.

Ms. Sunanda Prashant Shah ( DIN:- 10728175) appointed as Independent Director w.e.f. 02.08.2024.

Changes in the composition of Board of Directors during the year:

There has been change in the constitution of Board of Director during the year 2023-24.

1. Mr. Uday Anant Sawant (DIN: 08189082) was appointed as an Additional Director of the Company w.e.f. 22^nd
March, 2024.

2. Mrs. Kavita Sandeep Pawar (DIN: 02717275) was appointed as an Additional Director of the Company w.e.f.
22^nd March, 2024.

3. Mr. Jayesh Vinod Shah, Independent Director resigned w.e.f. 11^th November,2023.

4. Ms. Bijal Jatin javeri, Independent Director retired w.e.f. 30^th September,2023.

5. Mr. Sursari Sagar Dwivedi Independent Director resigned w.e.f. 23^rd January,2024

6. Mrs. Suruchi Arjaria Independent Director resigned w.e.f. 22^nd January,2024

Annual Evaluation of Board of Directors and Familiarization Programme:

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and Individual
Directors. The evaluation of the Board, Committees, Directors and Chairman of the Board was conducted based
on the evaluation parameters, such as Board composition and structure, effectiveness of the Board, participation
at meetings, domain knowledge, awareness and observance of governance, etc. Further, the Company has put in
place an induction and familiarization programs for all its Directors including the Independent Directors.

The familiarization program for Independent Directors in terms of provision of Regulation 46(2)(i) of Listing
Regulations, is uploaded on the website of the company i.e. www.Ramasigns.in.

Number of meetings of Board of Directors

The Board of Directors met 8 (Eight) times during the year. For further details, please refer to Corporate
Governance Report, which forms part of this Annual Report.

Statement of Declaration of Independence

All Independent Directors have submitted the declaration of Independence as required under Section 149 of the
Companies Act,2013 confirming that they meet the criteria of Independence as laid down under Section 149 (6) of
the Companies Act, 2013 andRegulation16(1)(b) of Listing Regulations.

Policies on Directors'' Appointment and Remuneration

The Board of Directors decides the criterion for the appointment of a new director on the Board from time to time;
the criteria may include candidate''s area of expertise, industry experience, age, professional background and such
other things.

As per criteria, the Nomination & Remuneration Committee shortlists the candidate and after understanding the
competence, availability of the candidate etc, it recommends such candidate for appointment to the Board.
Remuneration policy of the Company is placed on the website of the Company i.e. www. Ramasigns.in.

Your Company has following Committees of Board, viz,

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. Nomination and Remuneration Committee

4. Finance Committee (Non-Mandatory)

Details of all the Committees along with their composition, terms of reference and meetings held during the year
are provided inReport 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, along
with proper explanation relating to material departures, if any;

> the directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are real prudent so as to give a true and fair view of the state of affairs of the Company as at
31^st March, 2024;

> the directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of Companies Act 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

> The directors had prepared the annual accounts on a going concern basis; and

> The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

> The proper internal financial controls are in place and that such internal financial controls are adequate and
were operating effectively;

> Proper systems have devised to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

Report on Corporate Governance and Management Discussion and Analysis

The Report on Corporate Governance and Management Discussion and Analysis for the year under review, forms
an integral part of this Annual Report. The requisite certificate from the Secretarial Auditors of the Company
confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance
Report.

Share Capital:

The Company has a paid-up capital of Rs. 14.275 crores as on 31^st March 2024 consisting of 2,85,50,000 equity
shares of Rs. 5 each. The Company has not bought back any securities or issued any Sweat Equity shares or bonus
shares or provided any stock option scheme to employees during the year under review.

Auditors

> Statutory Auditors

M/s R. Mehta & Associates (Firm Registration Number: 143992W) as the Statutory Auditors of the Company

for a period of 5 (five) years from the conclusion of the ensuing 43^rd AGM till the conclusion of the 48^th AGM
to be held in theyear 2028 at such remuneration plus out of pocket expenses and applicable taxes, as may be
mutually agreed between the Board of Directors of the Company and the Auditors.

> 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 S G & Associates,
Company Secretary in Practiceto undertake the Secretarial Audit of the Company for the financial year 2023¬
2024. The Report of the Secretarial Auditor is annexed herewith as Annexure I and forms an integral part of
this Report. With regards to comments regarding the penaltiesimposed, the Company has paid the necessary
undisputed amount to the Stock Exchanges.

Auditors Report:

M/s R. Mehta & Co., Chartered Accountants, FRN. NO. 143992W, have issued Audit report with modified opinion
on standalone audited financial result for the quarter and year ended 31^st March, 2024.

1. Auditor were unable to verify all the cash disbursement made during the year and their verification procedure
is limited to reviewing cash transaction on test basis only.

2. The auditors were unable to verify the closing balances of debtors and creditors during the year as the
company is dealing with numerous unorganized sectors and they did not respond to balance confirmation.
Therefore auditors were replying on statement presented by the management to the auditor.

3. Auditors were unable to physically verify the inventory at the Bhiwandi godown as the was sealed by the said
department because of the investigation process carried out by officials of the Enforcement Directorate in
relation to in some other Company.

Material Changes and Commitments

The Company has changed its registered office within the local limits from its present location from Vimala
Bhavan, Unit No.3, Ground Floor, Walbhat Road, Sharma Industrial Estate, Goregaon (East), Mumbai - 400063 to
new Registered Office at Gala No 62, 64, 65, Ground Floor, Building No 5, New Ashirwad Industrial Premises
Co.op Society Limited, Ram mandir Road, Goregaon (West), Mumbai - 400104. with effect from 02^nd August,
2024.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint Venture or Associate Company.

Loans. Guarantees and Investments

During the year, the Company has neither granted any loan nor made any investments or given guarantees as per
section 186 of the Companies Act, 2013.

Particulars of Contracts or Arrangements with Related Parties

During the year under review, the Company has entered into certain transactions with related parties as referred
to in Section 188(1) of the Companies Act, 2013. All contracts / arrangements entered by the Company with
related parties, during the year under review, were in the ordinary course of business and on arm''s length basis.
The necessary details for the related party transactions are given in Financial Statements

Adequacy of Internal Financial Controls with reference to Financial Statements

The Company has in place adequate internal financial controls with reference to financial statements. During
the year under review, such controls were tested and no reportable material weakness in the design or operation
was observed.

Details of significant and material orders passed by the Regulators. Courts and Tribunals

No significant and material order has been passed by the regulators, courts, tribunals impacting the going
concern status and Company''s operations in future.

Particulars of Employees and Related Information

There were no employees in receipt of remuneration, as per the provisions of Section 197(12) of the Act read
with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Other
particulars as required under subrule 5 (2) of the said rules are given in Annexure II to this report.

Annual Return

As per the requirements of Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies
(Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2024
will be available on the website on the Company i.e. www.ramasigns.in.

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, andresearch and development are not applicable to the Company, as of now.

There were no foreign exchange earnings during the year.

There was no foreign exchange outflow during the year.

Formal Annual evaluation has been made by the Board of its own Performance and that of its Committees &
Individual Directors during the meeting of Board of Directors and by common discussion with concerned persons.

Transfer of amounts of unpaid dividend to investor education and protection fund:

There are no amounts due and outstanding to be credited to investor Education and Protection Fund as 31^st
March, 2024.

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 and the same is also
posted on the website of the Company.

Corporate Social Responsibility Initiatives:

As the Company does not fall under the Class of Companies as prescribed under Section 135 of Companies Act,
2013 and Rules made there under, therefore the provisions related to Corporate Social Responsibility is not
applicable to the Company.

Code for prevention of insider trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and designated employees of the Company. The Code requires preclearance for
dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in relation to the Company
and during the period when the Trading Window is closed. The Board is responsible for implementation of the
Code. All Board Directors and the designated employee have confirmed compliance with the Code.

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 Redressed) Act, 2013.The Company has complied with provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

During the financial year 2023-24, no cases in the nature of sexual harassment were reported at our workplace of
the company.

Risk Management Policy:

The Board has adopted risk Management policy for ensuring the orderly and efficient conduct of its business,
including adherence to company''s policy, safeguarding of its assets, Prevention detection fraud and error etc.

Fraud Reporting in Auditors Report as per Second proviso of Section 143 (12) of the Companies Act, 2013:

No Fraud reported/observed in Audit Report during the financial year 2023-24.

Cost Auditors:

Requirements for Appointment of Cost Auditors are not applicable to the company.

Stock Exchange:

The Company''s equity shares are listed at BSE Limited vide scrip code 515127 and the Annual Listing Fees for the
year 2023-2024 has been paid.

Compliance With Secretarial Standard:

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings
of the Board of Directors and Shareholders issued by The Institute of Company Secretaries of India and approved
by Central Government under section 118(10) of the Companies Act, 2013.

Proceedings Pending and Disposed off under the Insolvency and Bankruptcy Code,2016:

Application proceeding is pending under the IBC, 2016.

One of the Operational Creditors (QREX Flex Private Limited) has filed an application under section 9 of the
Insolvency & Bankruptcy Code, 2016 against the company, claiming an amount of Rs. 2.20 crores. However the
company has disputes with the said vendor and has contested the dues payable. The company will take necessary
steps to protect its interest and defend its case before the Hon''ble Adjudicating Authority.

Application has been disposed

One of the Operational Creditor (Elite Industries) has filed an application under section 9 of Insolvency &
Bankruptcy Code, 2016 against the company, claiming an amount of Rs. 1.13 Crores. However the company has
contested the dues payable. The company had given intimation regarding the same to stock Exchange on
27.07.2022. The matter has been disposed of by NCLT Mumbai bench on 05.06.2023 pertaining to Settlement
Agreement amounting to Rs. 70,00,000/- between the Company and the Operational Creditor.

General Disclosures

• The Company has paid remuneration to its Managing Director/ Director during the year as per provisions
pertaining to Appointment and Remuneration of Managerial Personnel under the Schedule V to the
Companies Act, 2013.

• The Company has not issued Sweat Equity Shares.

• The Company has not issued equity shares with differential voting rights.

• The Company has not issued shares under Employee Stock Option Scheme.

• The provisions of Section 135 relating to Corporate Social Responsibility are not applicable to the company.

• The Company is not required to maintain cost records as specified by the Central Government under sub¬

section (1) of

section 148 of the Companies Act, 2013.

Acknowledgements

The Directors express their sincere gratitude to various Government Agencies, Bombay Stock Exchange, Registrar of
Companies,Depositories 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 employees of the Company.

On behalf of the Board of Directors
For Ramasigns Industries Limited

Sd/- Sd/-

Pankaj Hasmukhlal Jobalia Deepak J. Pendhari

Managing Director Executive Director

DIN : 03637846 DIN : 08948584

Place : Mumbai
Date: 6^th September 2024

---

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

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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

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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