Raasi Refractories Ltd.
|BSE: 502271||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE858D01017|
|BSE 15:14 | 15 Jan||Raasi Refractories Ltd|
|NSE 05:30 | 01 Jan||Raasi Refractories Ltd|
|BSE: 502271||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE858D01017|
|BSE 15:14 | 15 Jan||Raasi Refractories Ltd|
|NSE 05:30 | 01 Jan||Raasi Refractories Ltd|
Your directors have pleasure in presenting the 35th Directors' Report on thebusiness and operations of your company for the financial year ended 31st March2017.
FINANCIAL HIGHLIGHTS :
The income from operations is Rs.73046873/- as against Rs.97265844/ - for thecorresponding previous year. The Loss stood at Rs.(31757375/-)asagainstRs.(24045249) for the previous year.
Your Directors did not recommend dividend for the financial year 2016-17.
The Company has not accepted or invited any Deposits and consequently no deposit hasmatured/become due for re-payment as on 31st March 2017.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments affecting the financial position of theCompany which occurred between the end on the financial year to which the financialstatements relate and the date of this report.
PARTICULARS OF DIRECTORS AND KEY MANEGERIAL PERSONNEL:
In accordance with the provisions of Section 152(6) of the Companies Act 2013 and theArticles of Association of the Company Sri.Konda Laxmaiah Director of the Company retireby rotation at this Annual General Meeting and being eligible offer themselves forreappointment.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Furtherthere has been nochange in the circumstances which may affect their status as independentdirector during the year.
The brief particulars of the Directors seeking appointment/re-appointment at thisAnnual General Meeting are being annexed to the Corporate Governance Report as requiredunder Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 forming part of this Annual Report.
Except as stated above there is no change in the key managerial personnel during theyear.
Board evaluation and assessment
Evaluation of all Board members is done on an annual basis. The evaluation is done bythe Board Nomination and Remuneration committee and Independent Directors with specificfocus on the performance and effective functioning of the Board and individual Directors.
Pursuant to the provisions of the Companies Act 2013 the Board has carried outperformance evaluation taking into consideration of various aspects of the Board'sfunctioning composition of Board and its Committees execution and performance ofspecific duties obligations and governance.
The Performance of evaluation of Independent Directors was completed. The Performanceevaluation of Chairman and the NonIndependent Directors was carried out by the IndependentDirectors. The Board of Directors expressed their satisfaction with evaluation process.
Policy on directors' appointment and remuneration and other details
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy which lays down a framework in relation to selection appointment andremuneration to directors key managerial personnel and senior management of the Company.The Company's policy on directors and KMP appointment and remuneration and other mattersprovided in section 178(3) of the Act have been disclosed in the corporate governancereport which forms part of the directors' report.
Number of board meetings during the year
During the year 4 meetings of the Board and 4 meetings of Audit Committee wereconvened and held the details of which form part of the report on corporate governance.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The particulars of loans guarantees and investments covered under Section 186 of theCompanies Act 2013 have been disclosed as notes in the financial statements.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large. All Related Party Transactions are placed before theAudit Committee as also the Board for approval where ever required. Prior omnibusapproval
of the Audit Committee is obtained for the transactions which are of a foreseeable andrepetitive nature. A statement giving details of all related party transactions enteredinto pursuant to the omnibus approval so granted are placed before the Audit Committee andthe Board of Directors on a quarterly basis. The Company has developed a Policy on RelatedParty Transactions for the purpose of identification and monitoring of such transactions.The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:
There are no significant and material orders passed by the Regulators/ Courts thatwould impact the going concern status of the Company and its future operations.
AUDITORS & OBSERVATIONS
At the Annual General Meeting held on 30th September 2015 M/s.GMKAssociates Chartered Accountants Hyderabad were appointed as statutory Auditors of theCompany to hold office till the conclusion of the Annual General Meeting to be held in thecalendar year 2020. In terms of the first provison to Section 139 of the Companies Act2013 the appointment of the Auditors shall be placed for ratification at every AnnualGeneral Meeting. Accordingly the appointment of M/s GMK Associates CharteredAccountants Hyderabad as Statutory Auditors for the Financial Year 201718 of theCompany is placed for ratification of shareholders. In this regard the Company hasreceived a certificate from the Auditors to the effect that if they are appointed itwould be in accordance with the provision of the Section 141 of the Companies Act 2013.
Accordingly requisite resolution forms part of the notice convening the AGM.
There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/explanation.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Naga Kishore Mittapalli Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the Financial Year 2016-17. The Report of theSecretarial Auditor for Financial Year 2016-17 is annexed herewith as "Annexure-I".
The secretarial auditors' report contain qualifications reservations or adverseremarks and the explanation for the same is due to lack of manpower and professionaladvice the Company was not able to comply. We are taking all the necessary steps andmeasures for complying with the same.
CORPORATE SOCIAL RESPONSIBILITY
The Company is not covered under the criteria mentioned in the provisions of CompaniesAct 2013.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a report on ManagementDiscussion & Analysis is presented in a separate section and forms part of the AnnualReport.
The Company has implemented the procedures and adopted practices in conformity with theCode of Corporate Governance enunciated in provisions of SEBI (LODR) Regulations 2015.
A report on Corporate Governance pursuant to the provisions of Corporate GovernanceCode stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 forms part of the Annual Report. Full details of the various board committees arealso provided therein along with Auditors' Certificate regarding compliance of conditionsof corporate governance and forms integral part of this Report.
EXTRACT OF ANNUAL RETURN (MGT 9)
The extract of the annual return in Form MGT 9 as required under the provisions ofsection 92 of the Act is enclosed as Annexure - II.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOFINANCIAL STATEMENT:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company (with its inherent weakness) work performed bythe internal statutory and secretarial auditors including the audit of internal financialcontrols over financial reporting by the Statutory Auditors and the reviews performed bymanagement and the relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's internal financial controls were adequate and effectiveduring the period ended on 31st March 2017.
The Board of the Company has adopted a policy to frame implement and monitor the riskmanagement for the Company and ensuring its effectiveness. The Board oversees the RiskManagement process including risk identification impact assessment effectiveimplementation of the mitigation plans and risk reporting. The Audit Committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the company has adopted a vigil mechanism policy.
The Vigil Mechanism comprises three policies viz. the Whistle Blower Policy forDirectors & Employees Whistle Blower Policy for Vendors and Whistle Blower Reward& Recognition Policy for Employees. The Whistle Blower Policy for Directors andEmployees is an extension of the RCOC that requires every Director or employee to promptlyreport to the Management any actual or possible violation of the Code or any event whereinhe or she becomes aware of that which could affect the business or reputation of theCompany. The Whistle Blower Policy for Vendors provides protection to vendors from anyvictimisation or unfair trade practice by the Company. The Whistle Blower Reward &Recognition Policy for Employees has been implemented in order to encourage employees togenuinely blow the whistle on any misconduct or unethical activity taking place in theCompany. The disclosures reported are addressed in the manner and within the time framesprescribed in the Whistle Blower Policy. Under the Policy every Director employee orvendor of the Company has an assured access to the Chairman of the Audit Committee.
Many initiatives have been taken to support business through organizational efficiencyprocess change support and various employee engagement programmes which has helped theOrganization achieve higher productivity levels. A significant effort has also beenundertaken to develop leadership as well as technical/functional capabilities in order tomeet future talent requirement.
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records inaccordance with the provisions of the Act for safeguarding the assetsof the company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the company andsuch internal financial controls are adequate and operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
The information on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are provided in theAnnexure III forming part of this Report.
PARTICULARS RELATING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
Your Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various policies and practices. Companyalways endeavours to create and provide an environment that is free from discriminationand harassment including sexual harassment.
Your Company has adopted a policy on Prevention of Sexual Harassment at Workplace whichaims at prevention of harassment of employees and lays down the guidelines foridentification reporting and prevention of undesired behaviour. During the financial year2016-17 the Company has not received any complaints on sexual harassment.
PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
PARTICULARS OF REMUNERATION
During the year the Company has not paid any remuneration to the directors of theCompany. Hence Disclosures with respect to the remuneration of directors and employees asrequired under Section 197(12) of Companies Act 2013 and Rule 5 (1) Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not applicable.
Your Directors wish to place on record their appreciation to employees at all levelsfor their hard work dedication and commitment. The enthusiasm and unstinting efforts ofthe employees have enabled the Company to remain at the forefront of the industry despiteincreased competition from several existing and new players.
The Board desires to place on record its sincere appreciation for the support andcooperation that the Company received from the suppliers customers strategic partnersBankers Auditors Registrar and Transfer Agents and all others associated with theCompany. The Company has always looked upon them as partners in its progress and hashappily shared with them rewards of growth. It will be the Company's endeavor to build andnurture strong links with trade based on mutuality respect and co-operation with eachother.
Annexure - III
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information under Section 134(3)(m) of the Companies Act 2013 read with Rules 8(3) ofthe Companies (Accounts) Rules 2014 and forming part of Board's Report for the yearended 31st March 2017
A. Conservation of Energy
The company has been putting regular efforts to improve Energy efficiency throughenergy conservative measures.
i. Energy conversation measures taken:
The Company has carried out various measures to optimize energy consumption.
The Company has replaced conventional electrical cables MCBs etc. With latestElectrical items.
ii. Impact of measures taken:
Reduction in annual diesel oil consumption
Continuous alertness of power saving
iii. Steps taken for utilizing alternate sources of energy:
Company is evaluating the economic viability for installation of solar streetlights and solar panels for plant lighting.
iv. Capital investment on energy conservation equipments:
Capital expenditure has not been accounted for separately.
B. Technology absorption Research and Development (R & D)
i. Effects in brief made towards Technology Absorption
The Company has adopted indigenous Technology for manufacture of formulationsand not imported technology is involved.
The Company has an in house R & D Division for improving the qualityproductivity and for developing the new viable products.
ii. Benefits derived as a result of the above efforts:
Improving in product quality and productivity
Enhanced products range to address emerging market opportunities
iii. Imported technology (imported during the last three years reckoned from thebeginning
of the financial year):
Not applicable as no technology was imported during the last three years.
iv. Expenditure incurred on Research and Development
R & D Expenditure has not been accounted for separately.
C. Foreign Exchange Earnings and Outgo
The Foreign Exchange used and earned during the year: