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Investor Relations

At the Investors' Service Cell of The Rainbow, we do our utmost to give you efficient and professional services. Here is some important information, that you will find useful as an Investor.

 Calendar of Events
 Corporate Governance
  Code of Conduct
  Chairman's Statement at AGM
  Stock Exchanges where listed
  Dematerialisation of shares and liquidity
  Nomination Facility
  Grievance Redressal Division/Compliance Officer
  Address of the Registrar

Calendar of Events :
Financial Calendar :
The Financial Year of the Company is for a period of 12 months from 1st. April to 31st. March.

First Quarter results By the end of July
Second Quarter results By the end of October
Third Quarter results By the end of January
Fourth Quarter results/Year end results By the end of June

Book Closure: September 07, 2007 to September 14, 2007 (both days inclusive)
Last Annual General Meeting : September 14, 2007


Corporate Governance :

Company’s Philosophy on Corporate Governance

As required by the Listing Agreement with various Stock Exchanges, the    Company has implemented the Code of Corporate Governance and it is committed to the philosophy of good Corporate Governance in letter and in spirit.

Board of Directors

As on the date of this Report, the Board consists of four Directors (One Executive and three Non-Executive Directors of which two Directors are independent. The Company does not have a Managing Director.)

The attendance at Board Meetings and last Annual General Meeting of each of the Directors during the financial year was as under :

Name of Director

Category
Executive,
Non-executive/

Independent
Attendance at

Member-ship of other Board (including alternate Director-ships and Private Companies)

Membership/ Chairmanship of other Board Committees

Share-holding

(No. of Shares
Board
Meetings

Last Annual general meeting

Chairman
Member

Mr H.D. Ramsinghani

Non
Executive
Chairman

Four
Yes
Three
Nil
One
1110
Mr. Deonath Singh
Executive
Four
Yes
Four
One
Two
7303
Mr. Mahendra Lodha

Non Executive
Independent

Three
Yes
Seventeen
Two
Five
Nil
Mr S S Arora

Non Executive
Independent

Four
Yes
Three
Nil
One
101465

During the year Four Board Meetings were held on the following dates :
June 02, 2006, July 28, 2006, October 31, 2006 and January 31, 2007

Code of Conduct

The Company has framed a Code of Conduct for the members of the Board of Directors and Senior Management personnel of the company. The declaration by the Chairman regarding compliance by the members of the Board and the Senior Management personnel with the said code of conduct is annexed hereto.      

Audit Committee

Role of the Audit Committee and its terms of reference include reviewing the financial statements, overseeing the Company’s Annual Report process and discussions with auditors.

The Committee presently comprises of Mr Mahendra Lodha – Chairman,  Mr D. N. Singh and Mr S. S. Arora.

Four meetings of the Audit Committee were held during the year on                            June 02, 2006, July 28, 2006, October 31, 2006 and January 31, 2007. The attendance at the Audit committee meetings of each of the Directors is as under:

Name of the Director

Attendance at Audit Committee meetings

Mr Mahendra Lodha

Three

Mr. D. N. Singh

Four

Mr. S. S. Arora

Four

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In the absence of the Company Secretary, Mr R D Jog acts as the Secretary of the Audit Committee.

Share Transfer Committee

The Board has delegated the power of share transfers to a Committee of Directors comprising of Mr. D.N. Singh (Chairman) and Mr. H. D.  Ramsinghani as also to the Registrars and Transfer Agents of the Company who attend to the Share Transfer formalities, transmission of shares, issue of duplicate certificates and issue of certificates on split/ consolidation/renewal etc. at least once in a fortnight.  The transfers etc. approved by the Registrars and Transfer Agents and the Share Transfer Committee are also noted at every meeting of the Board of Directors.

Barring certain cases pending in Courts relating to disputes over the title of shares in which the Company has been made a party, no investor complaint is pending for a period exceeding one month.

Remuneration Committee

The Remuneration Committee determines the managerial remuneration including perquisites payable to Directors and makes recommendations to the Board of Directors.

The Committee presently comprises of Mr Mahendra Lodha – Chairman,            Mr H D Ramsinghani and  Mr  S. S. Arora.  No Remuneration Committee Meeting was held during the year.

Shareholders’/Investors’ Grievances Committee

The Shareholders/Investors Grievances   Committee specifically looks into the redressing of Shareholder’s and Investor’s complaints relating to Share transfers, Non receipt of Balance Sheet and Dividend etc. In terms of Clause 47 of the Listing Agreement the Company has appointed Mr R. D. Jog  as the Compliance Officer and the investors are requested to register their complaints, if any, on the exclusive email ID : rdjog@ramagroup.co.in

The committee presently comprises of Mr. Mahendra Lodha (Chairman) and  Mr. D.N. Singh.
A summary of complaints received and resolved by the Company during the year under review is given below :

 
Received  
Cleared
Non-Receipt of Share Certificates duly transferred  
15   
15  
Non-Receipt of Dividend Warrants.   
5
Miscellaneous
15
15
Letters from Stock Exchanges, SEBI and Department of Company Affairs
Nil
Nil

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Remuneration of Directors

Executive Director

No remuneration was paid to the Wholetime Director during the year under review.

Non-Executive Directors :

The  Non-Executive Directors are not paid any remuneration except sitting fees for attending meetings of the Board or committees thereof.   Details of Sitting Fees paid to the Non-Executive Directors are as follows :

Name of the Director

Sitting Fees (Rs.)

Mr. H D Ramsinghani

8000/-

Mr. Mahendra Lodha

12000/-

Mr. S S Arora

16000/- 

                                           TOTAL

36000/-

 

                                           

                                                      

General Body  Meetings

Financial Year 
Date
Time  
Location
2003-2004
24/09/2004
10.00 A.M
Ashoka Hall, Nariman Point, Mumbai 400021
2004-2005
23/09/2005
10.00 A.M  
Ashoka Hall, Nariman Point, Mumbai 400021
2005-2006  
15/09/2006
10.00 A.M.
Ashoka Hall, Nariman Point, Mumbai 400021

Disclosures
There were no transactions of material nature with the Directors or the management or relatives of the Directors during the financial year  which could have potential conflict with the interests of the Company at large.

Transactions with related parties as per requirements of Accounting Standard – 18 are disclosed elsewhere in the Annual Report.  None of these transactions have potential conflict with interest of the Company at large.

No penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI or any other statutory authority on any matter related to the capital markets during the last three years

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Means of communication
The Company has not made any presentation to the institutional investors or analysts.

General Shareholder Information

Annual General Meeting September 14, 2007 at 10.00 a.m.
At Babasaheb Dahanukar Hall, Oricon House, 12, K Dubhash Marg, Fort, Mumbai 400001
Dates of Book Closure

September 7, 2007 to
September 14,  2007 (both days inclusive)   

Dividend payment date Not Applicable
Listing on Stock Exchange Mumbai, Delhi
Stock Code 500358
International Securities Identification  Number allotted By NSDL INE 783A01013

Market Price Data (High/Low in Rs. during each month) :

Month
High
Low
April 2006
4.71 
2.80 
May 2006 
4.58 
3.26
June 2006
3.40 
2.45
July 2006 
3.21
2.37
August    2006
3.15
2.60
September 2006
3.35
2.30
October 2006
3.92
2.56
November 2006
7.14
2.70
December 2006
10.42
4.56
January 2007
8.16
5.75
February 2007 
8.34
6.60
March     2007
7.25
5.10

Registrars & Transfer Agents

Intime Spectrum Registry  Ltd.
C-13, Pannalal Silk Mills Compound,
L. B. S Marg,
Bhandup  (West), Mumbai 400078
Tel : 25963838;  Fax : 25946969
E mail : isrl@intimespectrum.com

Distribution of Equity Shareholding as of March 31, 2007 :

Number of Equity Share Holdings

Number of Shareholders

Percentage of Shareholders

Number of Shares

Percentage of Shareholding

1 – 500

15981

93.76

2537712

24.24

501 – 1000

606

3.55

514832

4.92

1001 – 2000

230

1.35

353590

3.38

2001 – 3000

79

0.46

205216

1.96

3001 – 4000

39

0.23

137783

1.32

4001 – 5000

23

0.14

110282

1.05

5001 – 10000

44

0.26

304127

2.90

10001 & above

43

0.25

6305858

60.23

Total

17045

100.00

10469400

100.00

Shareholders’ Profile as on March 31, 2007:

Category of Shareholders  
No. of Shares held 
% to Total Capital
Foreign Collaborators
Nil
N.A.
Promoters
5510053
52.63
Banks 
9400
0.09
Financial Institutions
48850
 
0.47
Foreign Institutional Investors   
Nil
N.A.
Mutual Funds
900
0.01
Domestic Companies 
189741
1.81
Non-Domestic Companies
Nil
N.A.
Non-Resident Indians
58406
0.56
General Public
4652050
44.43
Total
 10469400 
100.00

Dematerialization of shares as on March 31, 2007:

80.63% of the Company’s total share capital representing 8442270 shares are held in dematerialised form.

Plant Location :
Village Vashivalli,                                                   
Savroli Kharpada Road,                                         
Patalganga,                                                                             
Dist. Raigad,                                                                          
Maharashtra                                                                           

Address for Correspondence:

Shareholders should address all correspondence to the Company at its Corporate Office at 51/52, Free PressHouse, Nariman Point, Mumbai 400 021 or to the Registrar and Transfer Agents – Intime Spectrum Registry Limited at C – 13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai 400 078.

Non Mandatory Items :

An office for the use of the non-executive Chairman is made available whenever required. At present there is no policy for fixing the tenure of independent Directors.
The Company has constituted a Remuneration Committee.
Half yearly financial results including summary of significant events in the past six months are presently not being sent to the Shareholders.
There is no formal policy at present for training of the Board members as all the Board members are eminent and experienced professionals.
There is no formal mechanism at present for evaluation of               non-executive Directors.
The Company has not established at present any formal Whistle Blower Policy.
The replies to the Qualifications in Auditors Report on the financial statement are given in the Directors Report.

Reappointment of Directors :
Mr S.S. Arora is proposed to be reappointed at the forthcoming Annual General Meeting.  The relevant information about Mr. S.S. Arora is given in the Notice convening the Annual General Meeting.

                                                                                              For and on behalf of the Board

Place : Mumbai                                                                                    H . D.  RAMSINGHANI
Dated : July 31, 2007                                                                                          CHAIRMAN

DECLARATION REGARDING COMPLIANCE WITH THE COMPANY’S CODE OF CONDUCT

The Company has framed a specific Code of Conduct for the members of the Board of Directors and the Senior Management Personnel of the Company pursuant to Clause 49 of the Listing Agreement.

The Company has, in respect of the financial year ended                 March 31, 2007, received from the members of the Board of Directors and the Senior Management Personnel a declaration of compliance with the Code of Conduct as applicable to them.

 

Place : Mumbai                                                                                     H. D.  RAMSINGHANI
Dated : July 31,  2007                                                                                         CHAIRMAN



Code of Conduct:

I. INTRODUCTION :

This Code of Business Conduct (Code) has been adopted by Rama Petrochemicals Ltd. to comply with applicable laws and the rules and regulations of theStock Exchanges on which the securities of the Company are listed.The Code is applicable to the following persons, referred to as "Officers”:
1. Members of the Board of Directors.
2. Managing Director/s, Executive Director/s including the Chief Executive Officer, if any.
3. All members of the Senior Management.
For the purpose of this code, the term “Senior Management” shall mean personnel of the company who are members of its core management team excluding the Board of Directors and shall include all members of management one level below the Executive Directors, including all functional heads.All directors, officers and employees must become familiar with this Code and conduct themselves in accordance with the principles and policies contained herein. All Officersshould sign the acknowledgment form annexed as Appendix I hereto and return theform to the Compliance Officer indicating that they have received, read, understood and agree to comply with the Code. All Officers shall be required to affirm compliance with this Code on an annual basis, within 30 days of close of every financial year to the
Compliance Officer , in the form annexed hereto as Appendix II. The Code shall come into force with effect from January 1, 2006 and future amendments / modifications shall take effect from the date stated therein.

II. GUIDELINES FOR CONDUCT OF DIRECTORS:

The principal duty of the Board of Directors, along with senior management, is to ensure that the Company is well managed in the interest of its shareholders. The Board of Directors plays the central role in the Company’s governance. The Board of Directors is the Company’s decision-making authority on all matters except those specifically reserved to shareholders or delegated to the management. However, the Board of Directors is not expected to assume an active role in the day-to-day management of the Company. Each director should seek to use due care in the performance of his/her duties, be loyal to the Company, act in good faith and in a manner such director reasonably believes to
be not opposed to the best interests of the Company. A director should seek to also :
(a) make reasonable efforts to attend Board and committee meetings;
(b) dedicate time and attention to the Company; and
(c) seek to comply with all applicable laws, regulations, confidentiality obligations and corporate policies of the Company.



Chairman's Statement at AGM:

CHAIRMAN’S SPEECH AT THE TWENTY FIRST ANNUAL GENERAL MEETING HELD ON FRIDAY THE 14TH DAY OF SEPTEMBER 2007 AT 10.00 A.M. AT BABASAHEB DAHANUKAR HALL, ORICON HOUSE, 12, K. DUBHASH MARG, FORT, MUMBAI 400 001

LADIES AND GENTLEMEN,

I HAVE PLEASURE IN WELCOMING YOU ALL ON THE OCCASION OF THE TWENTY FIRST ANNUAL GENERAL MEETING OF THE COMPANY.

THE ANNUAL REPORT FOR THE YEAR ENDED MARCH 31, 2007 HAS BEEN WITH YOU FOR SOME TIME NOW.

DURING THE YEAR UNDER REVIEW THE COMPANY’S METHANOL PLANT REMAINED CLOSED AND AS A RESULT THERE WAS NO PRODUCTION OR SALE. THE OPERATION OF THE METANOL UNIT BY USING NAPHTHA AS FEED STOCK CONTINUES TO BE UNVIABLE AND HENCE THE PLANT REMAINED CLOSED DURING THE ENTIRE YEAR UNDER REVIEW. 

THE FUTURE PROSPECTS OF THE COMPANY DEPEND ON THE TREND OF THE NAPHTHA AND METHANOL PRICES AND THE AVAILABILITY OF GAS.  THE COMPANY IS IN CONSTANT TOUCH WITH THE VARIOUS GAS SUPPLIERS AND IS HOPEFUL OF RECEIVING GAS SUPPLY IN THE NEAR FUTURE.

I WISH TO TAKE THIS OPPORTUNITY TO PLACE ON RECORD THE SINCERE APPRECIATION OF THE BOARD OF DIRECTORS FOR THE VALUABLE COOPERATION AND SUPPORT EXTENDED TO THE COMPANY BY THE GOVERNMENT BODIES/ORGANISATIONS AND  BANKS.

I AM ALSO GRATEFUL TO ALL OF YOU THE SHAREHOLDERS FOR YOUR SUPPORT DURING THIS DIFFICULT TIME AND LOOK FORWARD TO RECEIVING THE SAME IN THE FUTURE.

I ALSO TAKE THIS OPPORTUNITY TO EXTEND MY BEST WISHES TO YOU AND YOUR FAMILIES FOR THE FESTIVE SEASON.

THANK YOU



Name of the Stock Exchange where Shares are listed :

1. The Stock Exchange
Mumbai
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai - 400 001.

Dematerialisation of Shares and Liquidity :

The Company’s shares are available for dematerialization on both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

Shares of the Company are compulsorily to be delivered in the demat form on Stock Exchanges by all investors. As on March 31, 2007, 8442270 shares representing 80.63% of the issued Share Capital have been dematerialized by investors.


Nomination Facility :

The Companies (Amendment) Act, 1999 has introduced through Section 109A, the facility of nomination by shareholders. This facility is mainly useful for all holders holding the securities / deposits in single name. In cases where the securities/deposits are held in joint names, the nomination will get effective only on the death of all the holders.

Investors are advised to avail of this facility, especially investors holding securities/deposits in single name, to avoid the process of transmission by law. A nomination form in the format prescribed by law is to be filled up for this purpose which can be obtained from Secretarial Department of the company.

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Grievance Redressal Division/Compliance Officer :
Name of the Compliance Officer Mr. R D Jog
Company Secretary
Address  51/52, Free Press House,
Nariman Point, Mumbai  400 021
Telephone No.    022 2283 33 55
Fax No.  022 2204 99 46
E-mail ID rdjog@ramagroup.co.in

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Address of the Registrar :

All correspondence regarding shares, debentures, deposits and demat may be addressed to the Registrar and Share Transfer Agent at :

Intime Spectrum Registry Limited,
C-13, Pannalal Silk Mills Limited,
L B S Marg, Bhandup (West),
Mumbai  400 078

Tel      : 022 2596 3838
Fax     : 022 2594 6969
E-mail : isrl@intimespectrum.com


 

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