Your Directors hereby present the Twenty Third Annual Report together with theAudited Accounts of the company for the financial year ended 31st March 2017.
Financial Summary or Highlights/Performance of the Company:
The financial highlights for the current year in comparison to the previous year are asunder:
(Rupees in Lakhs)
|PARTICULARS ||Current Year ||Previous year |
| ||(2016-17) ||(2015-16) |
|Total Revenue ||1386.28 ||3013.40 |
|Total Expenditure (before Financial Charges || || |
|Depreciation) ||1154.62 ||2621.96 |
|Profit before Financial Charges Depreciation and Taxation ||231.65 ||391.44 |
|Less: Depreciation ||6.34 ||7.67 |
|Less: Financial Charges ||30.95 ||75.39 |
|Profit Before Tax ||194.36 ||308.38 |
|Less: Provision for Tax & Deferred Tax ||68.89 ||105.00 |
|Profit After Tax ||125.47 ||203.38 |
|Loss from Previous Year ||0.00 ||0.00 |
|Net Loss/Profit carried to Balance Sheet ||125.47 ||203.38 |
In the Financial Year 2016-17 owing to market conditions and other factors yourCompany has made a revenue of Rs.1386.28Lacs in the current financial year as compared toRs. 3013.40Lacs for the previous financial year.Your Company has posted net profit aftertax of Rs.125.47Lacs in the current year as compared to Rs.203.38Lacs in the previousfinancial year.Your Directors are of the view that the Company will see new highs and willbe well placed in the years to come.
There is no change in the nature of business during the FY 2016-17
The Board recommends Final Dividend of Rs.1/- per share (10% on face value of 10/-each) for the financial year 2016-17.
TRANSFER TO RESERVES
Your Company has not transferred any amount to reserves during the financial year.
THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
Till date the Company doesnot have any subsidiaries.
The shareholders in their meeting held on 20th September 2014 approvedappointment of M/s. Chevuturi Associates Chartered Accountants Vijayawada as theStatutory Auditors of the Company to hold office till the conclusion of 25thAnnual General Meeting subject to ratification of shareholders in every Annual GeneralMeeting. Accordingly a resolution seeking Members' ratification on appointment of M/s.Chevuturi Associates Chartered Accountants Vijayawada as the Statutory Auditors of theCompany for the financial year 2017-18 is included at Item No.4 of the Notice conveningthe Annual General Meeting.
M/s Brahmayya & Co Chartered Accountants Gubbalavari Street Society RoadTanuku 534211 (ICAI Firm Registration No. 000513S) were appointed as internal Auditors ofthe Company and they are submittimg their reports on quarterly basis
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 M/s. P.S.Rao & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as "Annexure III" tothis report.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR:
In accordance with the provisions of Section 152 of the Companies Act 2013 Smt. G.Parvathi Director of the Company retires by rotation and being eligible has offeredherself for re-appointment.
Except for the reappointment of Smt. G. Parvathi liable for retrirement by rotationappointment of Sri. Sivarama Prasad Surapaneni as Additional Director of the Company w.e.f14.02.2017 and resignation of Sri. Vemanamanda Viswanada Raju as Director of the Companyw.e.f 14.02.2017 there were no other change in the office of directorship of the Company.
Further the Board of Directors of the Company on recommendation of nominationremuneration committee has approved change in terms of appointment of Managing Director ofthe Company w.e.f 01st September 2017 subject to approval of members in thegeneral meeting.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Every Independent Director at the first meeting of the Board in which he participatesas a Director and there after at the first meeting of the Board in every financial yeargives a declaration that he meets the criteria of independence as provided under theCompanies Act 2013.
Your Company has not accepted any fixed deposits and as such no principal or interestwas outstanding as on the date of the Balance sheet.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments affecting the financial position of thecompany occurred between the end of the financial year of the company to which thefinancial statements relate and the date of the report
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that tothe best of their knowledge and belief and according to the information and explanationobtained by them
(i) that in the preparation of Annual Accounts for the financial year ended 31stMarch 2017 the applicable accounting standards have been followed along with the properexplanation relating to material departures if any there from;
(ii) that the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the company for that period:
(iii) that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities
(iv) that the directors have prepared the annual accounts on a going concern basis.
(v) The Directors had laid down Internal Financial controls to be followed by theCompany and that such internal financial Controls are adequate and were operatingefficiently.
(vi) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and Operating effectively.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy framed to deal with instance of fraud andmismanagement if any in the Group. The details of the Policy are explained in theCorporate Governance Report and also posted on the website of the Companywww.radixindustries.in
The Company has risk management mechanism in place which mitigates the risk atappropriate situations and there are no elements of risk which in the opinion of Board ofDirectors may threaten the existence of the Company.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There were no contracts or arrangements with related parties as specified in section188 of the Act during the financial year 2016-17.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details regarding Energy Conservation Technology Absorption Foreign ExchangeEarnings and Outgo as required by section 134(3) (m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 are given as Annexure - I and forms part ofthis report.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure - II" to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to the provisions of Schedule V to SEBI (Listing Obligation and DisclosureRequirements) Regularions 2015 a report on Management Discussion & Analysis isherewith annexed as 'Annexure V' to this report.
Your Company's shares are presently listed on The BSE Limited Mumbai and the listingfees for F.Y 2017-18 is paid.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regularions 2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration and ComplianceCommittees.
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgments safeguarding the interest of theCompany and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of theSecretarial Department. The Directors expressed their satisfaction with the evaluationprocess.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS.
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business and size and complexity of its operations. Internal controlsystems comprising of policies and procedures designed to ensure reliability of financialreporting timely feedback on achievement of operational and strategic goals compliancewith policies procedure applicable laws and regulations and that all assets andresources are acquired are used economically.
Your Company considers its Human Resources as the key to achieve its objectives.Keeping this in view your Company takes utmost care to attract and retain qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of the employees isthe driving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is herewith annexed as 'Annexure IV' to this report.
The Company has implemented the procedures and adopted practices in conformity with theCode of Corporate Governance under SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015. A separate report on Corporate Governance is annexed as Annexure-VIherewith as a part of the Annual Report along with the Certificate on its compliance.
SUSPENSION OF TRADING ON BSE LIMITED FOR SURVEILLANCE AND SUPERVISION:
The trading in Shares of your Company was suspended from 31.03.2016 for surveillanceand Supervision by BSE Limited.
Further on submission of Documents/information/Clarifications as required by BSELimited the Suspension was revoked w.e.f 08.07.2016 on satisfactory reply received by BSELimited.
DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND IMPLEMENTED BYTHE COMPANY
The Company Does not meet the Criteria as specified in Section 135 of the CompaniesAct 2013 regarding Corporate Social Responsibility.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring each Calendar year:
No. of complaints received : Nil
No. of complaints disposed off : Nil
Your directors acknowledge the continued support from regulatory governmentauthorities staff and all the stake holders for their support and cooperation.
BY THE ORDER OF THE BOARD For Radix Industries (India) Limited
G. Raghu Rama Raju
Chairman & Managing Director
Date : 10.08.2017