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Radford Global Ltd.

BSE: 530561 Sector: Others
NSE: N.A. ISIN Code: INE783M01026
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Radford Global Ltd. (RADFORDGLOBAL) - Director Report

Company director report

To

The Members

Radford Global Limited

Your Directors have pleasure in presenting the 20th Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31slMarch2015.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results

The Company's performance during the year ended 31st March 2015 as comparedto the previous financial year is summarized below:

Particular For the financial year ended 31st March 2015 For the financial year ended 31st March 2014
Income 153663125 119134038
Less: Expenses 148880191 116523918
Profit/ (Loss) before tax 4782935 2610120
Less: Provision for tax 1478355 806661
Profit after Tax 3304579 1803459

APPROPRIATION

Interim Dividend 0.00 0.00
Final Dividend 0.00 0.00
Tax on distribution of dividend 0.00 0.00
Transfer of General Reserve 0.00 0.00
Balance carried to Balance sheet 3304579 1803459

b. OPERATIONS:

The operations of the Company for the year under review have resulted in the grossprofit of Rs. 4 782 935/- as against Rs. 2 610120/- in the earlier year. After providing for interest depreciation and taxesthe Company has recorded a net profit of Rs. 3 304 579/- asagainst Rs. 1 803 459/- in the earlier year. The gross revenuestood at Rs. 153 663 125/- as against Rs. 119 134 038/

c. Business Overview:

Company is engaged into business of Staffing placements and workforce managementServices Textile and Real Estate. Company during the year under review did business intextile trading staffing services and could made smart profits out of the business.

Radford Global Ltd has more than 20 plus man years of collaborated experience inrecruitment industry with a experienced team of industry professionals and having officesin Four locations in Mumbai Ahmedabad Banglore and Pune.

Radford global is one of the reputed consulting company of India that work fordifferent type of recruitment that includes Temporary Staffing Recruitment & RPOPayroll Processing. Recently company is awarded as Best IT Staffing Company in SMEcategory by Silicon India Magazine in August 2015 edition.

i) Temporary Staffing Solutions: Temporary Staffing Solutions works best for companythey need particular talent for a specific period of time. Some of the major benefits ofTemporary Staffing are reducing internal hiring cost Help companies to concentrate oncore areas Implementation of minimum wages etc

ii) Recruitments Solutions: This is a process to hire top executive of a company whichplay a vital role in company's success.

iii) Payroll Processing Solutions: Payroll Processing Solutions is always a difficultproblem for companies because processing payroll takes huge time difficult to keep atrack of pay difficult to organize all records.

The company carries on its activity of Purchase acquire on lease or hire or in anyother manner any lands Estates and properties of any nature rights or interests thereinand to develop the same and to build construct execute improve administer managesell lease or control in India and in any part of the world works relating to housingcomplexes apartments commercial complexes markets warehouses hotels farmsfarmhouses resorts amusement parks docks harbours piers wharves canals roadsbridges Tunnels irrigation & software telecommunication textile and chemicalsother civil works.

d. Future Outlook

We have pleasure to state that your Company is engaged in multi activity businessesworkforce management Services and doing business in temp Staffing placements Textile andReal Estate

Company is expected to expand its foot print to many more domestic as wellinternational locations. We would be focusing more on the temp staffing business cateringto IT & NON IT segment. We are expected to UAE and Middle East recruitment servicessoon. ‘

With the proliferation of MNC's coupled with a great rise in domestic entrepreneurialventures over the last decade has placed India in position where the demand for staffingis like never before. The buzz in the market is that the staffing and recruitment industryin India is expected to grow significantly by 2020 fuelled by the need on the one handfor a flexible workforce and on the other desire from the worker for a mobileeducational and flexible work arrangement.

Recently Indian Staffing Federation (ISF] The top body of flexi-staffing industry inIndia comprising of about 30 members from the staffing industry organized a NationalConclave on Staffing - 'The future of Employment to galvanize the recognition of staffingas a choice of employment both by employers and society'. It was noted that at a time ofburgeoning black economy staffing could be a strategic and cost effective approach takenby the companies.

It is appropriate to note that India is among the top five nations in flexi staffingindustry but it stands out as the only one where the flexi staffing industry does nothave a regulatory recognition as yet. Going by the Economic Survey report it becomes moreviable to make necessary provisions set up guidelines to encourage contract staffing inareas roles industries where it can add utmost value. "

India has been projected to be among the largest staffing countries along with Brazilchina and South Africa by the global staffing market. Staffing in India like otherdeveloping countries is at a very vital juncture as a large proportion of workforcebelongs to the unorganized sector having low or almost no social security. From currentglobal experience the demand for flexi staffing (for providing flexible solutions to bothworkers and employers) would increase predominantly in the coming years. In 2013 a modestgrowth rate was noted in the Indian Job market owing to increasing number of executivesearch firms and large- scale hiring by the public sector.

According to a report by Staffing Industry Analysts the Indian staffing industry isestimated at Rs 26 650 crore wherein flexi (flexible) staffing accounts for 75 per centand is worth Rs 19 900 crore permanent recruitment accounts for 12 per cent (worth Rs 3250 crore) and other services 13 per cent (Rs 3 500 crore).

e. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review your Company did not have any subsidiary associate andjoint venture company.

f. DIVIDEND:

With a view to conserve resources your Directors have thought it prudent not torecommend any dividend for the financial year under review.

g. TRANSFER TO RESERVES:

The Board of Directors has not recommended transfer of any amount of profit to reservesduring the year under review. Hence the entire amount of profit for the year under reviewhas been carried forward to the Statement of Profit and Loss.

h. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

i. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details of deposits which are notin compliance with theChapter V of the Act is not applicable.

j. DISCLOSURES UNDER SECTION 134(3) (1) OF THE COMPANIES ACT 2013:

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company’s financial position have occurred between the end of thefinancial year of the Company and date of this report.

k. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.

l. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

The Securities and Exchange Board of India passed an ex-parte interim order no.WTM/RKA/ISD/161/2014 dated 19th December 2014 against the Company debarringthe Company its promoters and directors from accessing Securities Market.

m. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

Your Company has not entered into any transaction with the Related Parties during theyear under review.

n. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:

Your Company has not provided and loan guarantee investment or security in favour ofthird party during the year under review.

o. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013:

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

p. DISCLOSURE UNDER SECTION 54(l)(d) OF THE COMPANIES ACT 2013:

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(l)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

q. DISCLOSURE UNDER SECTION 62(l)(b) OF THE COMPANIES ACT 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62 (l)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

r. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL a) BOARD OF DIRECTORS& KEY MANAGERIAL PERSONNEL Appointment of Directors:

Mr. Vaibhav Laddha (DIN: 05168734) was appointed as an Additional Director in the BoardMeeting held on 19th November 2014 who shall hold office up to ensuing AnnualGeneral

Meeting. The Company has received written recommendation from the member of the Companyto appoint him as the Director to the Board of Directors of the Company.

Ms. Dimple Nayak (DIN: 07140233) was appointed as an Additional Independent Director inthe Board Meeting held on 30th March 2015 who shall hold office up to ensuingAnnual General Meeting of the Company. The Company has received written recommendationfrom the member of the Company to appoint her as the Director to the Board of Directors ofthe Company.

Mr. Archit Kulkarni (DIN: 06548055) was appointed as an Additional Director in theBoard Meeting held on 13th August 2015 who shall hold office up to ensuingAnnual General Meeting. The Company has received written recommendation from the member ofthe Company to appoint him as the Director to the Board of Directors of the Company.

Appointment of Key Managerial Personnel:

Mrs. Madhu Bansal was appointed as Key Managerial Person designated as Chief ExecutiveCompany Secretary of the Company.

Resignation of Directors:

Mr. Manish Shah resigned as Director of the Company with effect from 11thAugust 2014 due to pre-occupation of work.

Mr. Rajesh Kumar Maheshwari resigned as Director of the Company with effect from 19thNovember 2014 due to other personal commitments.

Mr. Premchand Tiwari resigned as Director of the Company with effect from 29thDecember 2014 due to other personal commitments.

In accordance with the provisions of the Act none of the Independent Directors isliable to retire by rotation.

As per the provisions of Section 152 of the Companies Act 2013 Mr. Prakash Biyaniretire by rotation at the ensuing Annual General Meeting and being eligible offerthemselves for re- appointment. Your Directors recommend their appointment.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations form all the Independent Directors under Section149(6) of the Companies Act 2013 confirming their independence vis-a-vis the Company.

3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES a. BOARD MEETINGS:

The Board of Directors met 4 (four) times during the financial year ended 31stMarch 2015 in accordance with the provisions of the Companies Act 2013 and rules madethere under.

b. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2015 theBoard of Directors hereby confirms that:

a. One preparation of the annual accounts the applicable accounting standards had beenowed along with proper explanation relating to material departures;

b. accounting policies have been selected and applied consistently and the Directors lejudgments and estimates that are reasonable and prudent so as to give a true and view ofthe state of affairs of the Company as at 31st March 2015 and of theprofit/loss Company for that year;

c. papper and sufficient care was taken for the maintenance of adequate accountingrecords ocordance with the provisions of this Act for safeguarding the assets of theCompany for preventing and detecting fraud and other irregularities;

d. annual accounts of the Company have been prepared on a going concern basis;

e. Normal financial controls have been laid down to be followed by the Company and thatinternal financial controls are adequate and were operating effectively;

f. per systems have been devised to ensure compliance with the provisions of alllicable laws and that such systems were adequate and operating effectively;

C. NOMINATION AND REMUNERATION COMMITTEE:

The mination and Remuneration Committee of Directors as constituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 of the Act.

The position of the committee is as under:

1.Ajay Dhuria Chairman

2. Dimple Nayak Director

3. Madhu Bansal Secretary.

The board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Comnies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremeneration for Directors Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment of and payment ofremuneration to the Directors of the Company are as under:

Minimum Qualification: Graduate
Positive Attributes: Analysing Visionary Determined
Experience: 5 years (2years in case of professional)

d. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section. The Audit Committee comprises of:

1. Mr. Ajay Dhuria Independent Director Chairman

2.Mr. Prakash Biyani Whole Time Director Member

3. Ms. Madhu Bansal Secretary

The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act and the Listing Agreement entered into with the Stock Exchanges.

During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review pursuant to Section 178 of the Companies Act 2013 theBoard of Directors of the Company has constituted the Stakeholder's RelationshipCommittee comprising of Mr. Prakash Biyani Mr. Ajay Dhuria and Mr. Vaibhav Laddha.

Mr. Prakash Biyani has been appointed the Chairman of the Stakeholders' RelationshipCommittee. Ms. Madhu Bansal Company Secretary acts as the Secretary of the Stakeholders'Relationship Committee.

f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has pursuant to the provisions of Section 178(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.

g. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews

h. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The provisions of Section 135 of the Act and Companies (Corporate Social ResponsibilityPolicy) Rules 2014 are not applicable to the Company.

i. ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:

A statement indicating the manner for evaluation of performance of the Board and itscommittee individual Directors is attached with the Board Report as Annexure IX and formspart of this Report.

j. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place has been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic

goals compliance with policies procedure applicable laws and regulations and thatall assets and resources are acquired economically used efficiently and adequatelyprotected.

k. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:

The ratio of the remuneration of Director to the median remuneration of the employeesof the Company for the financial year under review has been marked as Annexure X.

I. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROMHOLDING OR SUBSIDIARY COMPANIES:

None of the managerial personnel i. e. Managing Director and Whole time Directors ofthe Company are in receipt of remuneration/commission from the Holding or SubsidiaryCompany of the Company.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31^ MARCH 2015:

The observations made by the Statutory Auditors in their report for the financial yearended 31st March 2015 read with the explanatory notes therein areself-explanatory and therefore do not call for any further explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2015:

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. M/s. H V Gor &Co Practicing Company Secretaries had been appointed to issue Secretarial Audit Reportfor the financial year 2014-15.

Secretarial Audit Report issued by M/s H V Gor & Co Practicing Company Secretariesin Form MR-3 for the financial year 2014-15 forms part to this report. The said reportdoes not contain any observation or qualification requiring explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.

c. RATIFICATION OF APPOINTMENT OF AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. MNRD & Associates Chartered Accountants theStatutory Auditors of the Company have been to hold office up to ensuing Annual GeneralMeeting. However their appointment as Statutory Auditors of the Company shall be requiredto be ratified by the Members at the ensuing Annual General Meeting. The Company hasreceived a confirmation from the said Auditors that they are not disqualified to act asthe Auditors and are eligible to hold the office as Auditors of the Company.

Necessary resolution for ratification of appointment of the said Auditors is includedin the Notice of AGM for seeking approval of members.

Necessary resolution for reappointment of the said Auditors is included in the Noticeof AGM for seeking approval of members.

d. COST AUDITORS:

The Company is not required to appoint Cost Accountants.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:

a EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2015 made under theprovisions of Section 92(3) of the Act is attached as Annexure XI which forms part of thisReport.

b. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.

During the year under review the Company has neither earned nor used any foreignexchange.

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.

Registered Office:
Office No. 202 2nd fir Sterling Chamber By the order of the Board of Directors
Mogra Village Road Opp For Radford Global Limited
Old Nagardas Road SD/- SD/-
Andheri East Mr. PRAKASH BIYANI Mr. VAIBHAV LADDHA
Mumbai - 400 069 (DIN: 03636522) (DIN: 05168734)
Date: 2"d September 2015 DIRECTOR DIRECTOR