Raghunath International Limited
Raghunath International Limited
Your Directors have pleasure in presenting their Twenty Third AnnualReport on the business and operations of Your Directorsthe Companyhave pleasuretogetherwith in presentingthe Annual theirAccounts Twentyfor Thirdthe AnnualFinancial ReportYearended on the March business31 and2017. operations of the Company together with the AnnualAccounts for the Financial Year ended March 31 2017.
The highlights of the Financial Results are as under:
The highlights of the Financial Results are as under:
| ||Standalone ||Consolidated |
|Particulars ||2016-2017 ||2015-2016 ||2016-2017 ||2015-2016 |
|Sales and Other Income (Gross) ||42.250 ||64.953 ||42.250 ||64.953 |
|Profit/(Loss) before Interest and Depreciation ||2.317 ||23.428 ||2.317 ||23.428 |
|Less: Finance Charges ||(0.004) ||(0.020) ||(0.004) ||(0.020) |
|Less: Depreciation ||(0.704) ||(7.274) ||(0.704) ||(7.274) |
|Profit/(Loss) for the Year ||1.609 ||16.133 ||1.609 ||16.133 |
|Add/(Less): Extraordinary Items ||5.382 ||- ||5.382 ||- |
|Add/Less: Provision for Income Tax ||(1.332) ||(3.074) ||(1.332) ||(3.074) |
|Less: provision for Wealth Tax ||- ||- ||- ||- |
|Add/(Less): Deferred Tax Assets/ (Liability) ||0.270 ||0.356 ||0.270 ||0.356 |
|Profit/(Loss) of the Associates ||- ||- ||1.430 ||3.825 |
|Net Profit/(Loss) for the Year ||5.920 ||13.415 ||7.359 ||17.239 |
|Add: Balance brought forward ||169.830 ||159.415 ||169.830 ||159.415 |
|Add: Post Acquisition reserve and surplus of Associates ||- ||- ||38.710 ||34.884 |
|Amount available for appropriation ||5.920 ||13.415 ||5.920 ||13.415 |
|Additions during the Year of Associates ||- ||- ||1.430 ||3.825 |
|Appropriation: ||- ||- ||- ||- |
|Transfer to General Reserves ||1.200 ||3.000 ||1.200 ||3.000 |
|Surplus carried to the Balance Sheet ||174.551 ||169.830 ||174.551 ||169.830 |
During the year under review the Standalone Sales and Other Income ofthe Company decreased to Rs. 42.250 (lakhs) as compared to Rs. 64.953 (lakhs) in thePrevious Year and the Consolidated Sales and Other Income of the Company also decreased toRs. 42.250 (lakhs) as compared to Rs. 64.953 (lakhs) in the Previous Year. The Company hasearned a profit of Rs. 5.920 (Lakhs) as against profit of Rs. 13.415 (Lakhs) in theprevious year on Standalone basis and Consolidated basis the Company earned a profit ofRs. 7.359 (Lakhs) as against profit of Rs. 17.239 in previous year. The Company will focuson real estate and allied businesses and will formulate its strategies accordingly.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company and its associatesas per the applicable provisions of Companies Act 2013 and Rules made there underprepared in accordance with Accounting Standard 21 issued by the Institute of CharteredAccountants of India form part of the Annual Report.
Further the Annual Accounts and related documents of the associatecompany shall be kept open for inspection at the Registered & Corporate Office of theCompany. The Company will also make available copy thereof upon specific request by anyMember of the Company interested in obtaining the same.
During the year under review The Company has transferredRs.120000.00 (Rupees One Lakh Twenty Thousand) from the Profits of Current year2016-2017 to general reserve of the Company & outstanding amount in the Generalreserve of the Company increased to Rs. 74.200 (lakhs).
During the year the Company has earned inadequate profit and yourDirectors have decided to Plough back profits for the expansion of business of the Companyand hence no dividend could be recommended.
DEMATERIALIZATION OF EQUITY SHARES
The Company's equity shares are available for trading in the bothDepository that is National Securities Depository Limited (NSDL) and the CentralDepository Services (India) Limited (CDSL).The International Security IdentificationNumber (ISIN) allotted by NSDL and CDSL to the Company is INE753B01014. TheDematerialization status of the Company as on March 31st 2017 is as under:-
|Particulars ||No. of Shares ||Percentage |
|Electronic Mode || || |
|NSDL ||2695431 ||53.90 |
|CDSL ||437089 ||08.75 |
| ||3132520 ||62.65 |
|Physical Mode ||1867680 ||37.35 |
|Total ||5000200 ||100.00 |
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 andrule 12(1) of the Companies (Management and Administration) Rules 2014 an extract ofannual return in MGT-9 as a part of this Annual Report is annexed herewith as ANNEXURE-I.
BOARD AND COMMITTEE MEETINGS
During the year Ten Board Meetings were duly convened and held by theCompany.
The Board has constituted an Audit Committee consisting of Mr. SamarBahadur Singh (DIN No.: 00033510) Chairman Mrs. Priyanka Mishra (DIN No.: 07145586) &Mr. Pawan Dwivedi (DIN No.: 07510284). There have not been any instances during the yearwhen recommendations of the Audit Committee were not accepted by the Board.
Details of composition of the Board and its Committees and Meetingsheld and attendance of the Directors at such Meetings are provided in the CorporateGovernance Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013 and the Listing Agreement.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134 of the Companies Act2013 with respect to the Directors' Responsibility Statement it is hereby confirmed:
(i) That in the preparation of the annual accounts for the financialyear ended on 31st March 2017 the applicable Accounting Standards had been followed andno material departures have been made from the same.
(ii) That the Directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the profit of the Company for the year under review.
(iii) That Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.
(iv) That the Director has prepared the annual accounts for thefinancial year ended on 31st March 2017 on 'Going Concern' basis.
(v) That the proper internal Financial Controls were in place and thatthe financial controls were adequate and operating effectively.
(vi) That the system to ensure Compliance with the Provisions of allapplicable laws was in place and was adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. G. N. Choudhary Chairman and Whole Time Director (DIN No.:00012883) of the Company will retire by rotation at the ensuing Annual General Meetingand being eligible to offers himself for reappointment.
Mr. Samar Bahadur Singh Director and Chairman of the AuditCommittee (DIN No.: 00033510) is appointed as Independent Non- Executive Director of theCompany Mr. Pawan Dwivedi (DIN No.: 07510284) is appointed as Independent Non-Executive Director of the Company and the CFO of the Company.
Mrs. Priyanka Mishra Director (DIN No.: 07145586) is appointed asan Independent Non-Executive Director.
*Ms. Sneha Pandey (ACS-52010) has been appointed as a CompanySecretary and Compliance Officer (Whole Time Key Managerial Personnel) with effect from17th July 2017.
*Mr. Shivir Kumar Shukla (ACS-41704) who was appointed as aCompany Secretary (W hole Time Key Managerial Personnel) on 16th December 2015 hasresigned from the Office with effect from 28th February 2017 due to Personal reasons.
All the Independent Directors have given declarations that they meetthe criteria of independence as laid down under Section149 (6) of the Companies Act 2013and Listing Agreement entered into with the Stock Exchanges. In the opinion of the Boardthey fulfilled the conditions of independence as specified in the Act and the Rules madethere under and are independent of the management. The declaration was placed before theboard for their review.
Policy on Directors KMP & Other Employees
The Company has adopted Governance Guidelines on Board's Effectiveness.The Governance Guidelines cover aspects related to composition and role of the BoardChairman and Directors Board diversity definition of Independent Director Directorterm retirement age and Committees of the Board. It also covers aspects relating tonomination appointment induction and development of Directors Director Remunerationand Subsidiary oversight Code of Conduct Board Effectiveness Review and Mandates ofBoard Committees.
Policy for Nomination and Remuneration of Directors:
The Nomination and Remuneration Committee is responsible for developingcompetency requirements for the Board based on the industry and strategy of the Company.Board composition analysis reflects in-depth understanding of the Company including itsstrategies environment operations and financial condition and compliance requirements.The Nomination and Remuneration Committee conducts a gap analysis to evaluate thePerformance of the Board on a periodic basis including each time a Director's appointmentor re-appointment is required or not. The Committee is also responsible for reviewing andvetting the CVs of potential candidate's vis--vis the required competencies and meetingpotential candidates prior to making recommendations of their nomination to the Board. Atthe time of appointment specific requirements for the position including expertknowledge expected is communicated to the appointee.
Criteria for Determining Qualifications Positive Attributes andIndependence of a Director:
The Nomination and Remuneration Committee has formulated the criteriafor determining qualifications positive attributes and independence of Directors in termsof provisions of Section 178 (3) of the Companies Act 2013 Act and Clause 49 of theListing Agreement.
Independence: In accordance with the above criteria a Directorwill be considered as an 'Independent Director' if he/ she meet with the criteria for'Independent Director' as laid down in the Companies Act 2013 Act and Regulations of theSEBI (LODR) 2015.
Qualifications: A transparent Board nomination process is in placethat encourages diversity of thought experience knowledge perspective age and gender.It is also ensured that the Board has an appropriate blend of functional and industryexpertise. While recommending the appointment of a Director the Nomination andRemuneration Committee considers the manner in which the function and domain expertise ofthe individual will contribute to the overall skill-domain mix of the Board.
Positive Attributes: In addition to the duties as -prescribed underthe Companies Act 2013 the Directors on the Board of the Company are also expected todemonstrate high standards of ethical behaviour strong interpersonal and communicationskills and soundness of judgment. Independent Directors are also expected to abide by the'Code for Independent Directors' as outlined in Schedule IV to the Companies Act 2013.
AUDITORS AND AUDITORS' REPORT
M/s Saria Gupta & Co. (Firm Registration No.: 003168N) CharteredAccountants will be appointed as the Statutory Auditors of the Company From theconclusion of ensuing Annual General Meeting and until the conclusion of Twenty Eighth(28th) AGM in place of the M/s Kumar Piyush & Co. the Retiring Auditor of theCompany Subject to ratification and reappointment at every Annual General Meeting of theCompany.
Statutory Auditors' Report
The Auditors' Report does not contain any qualification. Notes toAccounts and Auditors remarks in their report are self-explanatory and do not call for anyfurther comments.
Cost Auditor Pursuant to Section 148 of the Companies Act 2013 theCompany is not required to appoint cost auditor for the Financial Year ended 2016-2017.
Cost Audit Report
As per the Cost Audit Orders Cost Audit is not applicable on theProducts and Business of the Company for the F.Y. 2016-2017.
Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors of the Company had appointed M/s. Sushil Gupta & AssociatesCompany Secretaries Kanpur to undertake the Secretarial Audit of the Company for the yearended 31st March 2017.
Secretarial Auditors' Report
The Secretarial Audit Report is annexed as ANNEXURE-III. TheSecretarial Audit Report for the financial year ended on 31st March 2017 does not containany qualification reservation adverse remark or disclaimer.
INTERNAL AUDIT & CONTROLS
The Company has appointed Mr. Sandeep Kumar Saraogi CharteredAccountant (ACA-411706) as an Internal Auditor of Company to ensure compliances andeffectiveness of the Internal Control Systems in place as per the decision taken duringthe financial year 2016-2017. During the year the Company continued to implement hissuggestions and recommendations to improve the control environment and his scope of workincludes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditor findings are discussed with the processowners and suitable corrective actions taken as per the directions of Audit Committee onan ongoing basis to improve efficiency in operations.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not granted any loan Guarantees Securities orInvestments to any person or body corporate under section 186 of Companies Act 2013during the financial year 2016-17. The Company had passed the Special resolution in itsTwenty Second (22nd )Annual General Meeting which was held on 29th September2016 toempower the Board of director of The Company to give any loan to any other person or bodycorporate to give any guarantee and provided any security in respect of the loan of anyother person or body corporate in excess of the limit provided in Section 186 butaggregate of above shall not exceed the limit of Rs 100.00 Crores at any time in anyfinancial year.
|S.NO. ||Date of Transactions ||Particular/Purpose/Nature of Transactions ||Amount of Transaction |
| || ||Not Applicable || |
RELATED PARTY TRANSACTIONS
The Board hereby confirms that the Company has not entered into anyContract and Arrangement with the Related Parties during the year.
All Related Party Transactions are placed before the Audit Committeefor approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are repetitive in nature. A statement of all Related Party Transactionsis placed before the Audit Committee for its review on a quarterly basis specifying thenature value and terms and conditions of the transactions. The Company has adopted aRelated Party Transactions Policy. The Policy as approved by the Board is uploaded onthe Company's website at the web link: http://www.raghunathintlimited.in/images/pdf/RPP.pdf
Your Company for many years now has been familiarizing theIndependent Directors on its Board with detailed presentations by its business functionalheads on the Company operations strategic business plans new products and technologiesincluding significant aspects of the Industry and its future outlook. Details offamiliarization programs extended to the Non-executive & Independent Directors duringthe year are also disclosed on the Company website at the following web link: http://www.raghunathintlimited.in/images/pdf/FP.pdf
MATERIAL CHANGES AND COMMITMENTS
No Material changes occurred subsequent to the close of the financialyear of the Company to which the balance sheet relates and the date of the report likesettlement of tax liabilities operation of patent rights depression in market value ofinvestments institution of cases by or against the company sale or purchase of capitalassets or destruction of any assets etc.
CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The information required under Section 134 of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014:
CONSERVATION OF ENERGY
The Company's operations involve low energy consumption. There are nomajor areas where any energy Conservation measure can be taken. However efforts are beingmade to conserve and optimize the use of energy wherever possible.
FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION OFTECHNOLOGY RESEARCH AND DEVELOPMENT: Technology Absorption:
The Company is in Trading and real estate Industry and thereforespecific technology absorption adaptations and innovation will be taken care of/implemented wherever required.
Research & Development:
|S. No. ||Particulars ||Status |
|1. ||Specific areas in which Research and Development carried out by the Company. ||NIL |
|2. ||Benefit derived as a result of the above Research and Development. ||NIL |
|3. ||Future plan of action. ||NIL |
|4. ||Expenditure on Research and development. ||NIL |
FOREIGN EXCHANGE EARNINGS & OUTGO:
(i) Total Foreign Exchange earned: NIL
(ii) Total Foreign Exchange outgo: NIL
RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the Company andthe policy of the Company on risk management is provided in the report of ManagementDiscussion and Analysis.
CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors of the Company hereby Confirms that theProvisions of Section 135(1) of the Companies Act 2013 is not applicable on our Company.However the responsibility of the Company is to make a positive impact on the communitiesin which the company does business through its support of select programs outreachefforts and initiatives that improve and enhance the quality of life.
DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013
During the year under review there were no instances of non-exercisingof voting rights in respect of shares purchased directly by employees under a schemepursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital andDebentures) Rules 2014 is furnished.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITSCOMMITTEES AND OF DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Committee Nomination & Remuneration Committeeand other Compliance Committees. The manner in which the evaluation has been carried outhas been explained in the Corporate Governance Report.
DETAILS OF SUBSIDARY/ JOINTVENTURES/ ASSOCIATE COMPANIES
Pursuant to sub-section (3) of Section 129 of the Act the statementcontaining the salient feature of the financial statement of the Company's subsidiary orsubsidiaries associate company or companies and joint venture or ventures if any isgiven as AOC-1 [Statement containing salient features of the Financial Statement ofsubsidiaries/ associate Companies/joint Ventures] as a part of Financial Statement.
During the Period under review Our Company has not accepted anydeposit falling within the ambit of Section 73 of the Companies Act 2013 read withCompanies (Acceptance of Deposits) Rules 2014.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no significant and material orders which were passed by theRegulator or Courts or Tribunals impacting the going concern status and Company'soperations in future.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has adopted Vigil Mechanism and Whistle Blower Policy interms of Listing Agreement to provide a formal mechanism to the Directors and employeesto report their concerns about unethical behaviour actual or suspected fraud or violationof the Company's Code of Conduct or ethics policy. The Policy provides adequate safeguardsagainst victimization of employees who avail of the mechanism and also provides for directaccess to the Chairman of the Audit Committee. It is affirmed that no personnel of theCompany has been denied access to the Audit Committee. The Policy on Vigil Mechanism and Whistle Blower Policy may be accessed on the Company website at http://www.raghunathintlimited.in/wbp.asp
PARTICULAR OF EMPLOYEES
The information require in Pursuant to Section 197 of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided in statement of particulars of employees is annexedas ANNEXURE - II A of the Annual Report.
The information require in Pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is applicable annexed as ANNEXURE - II B of the AnnualReport.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company did not have any fund lying unpaid or unclaimed for aperiod of last seven years. Therefore no funds are required to be transferred to InvestorEducation and Protection Fund (IEPF).
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Remuneration Policy is stated in the CorporateGovernance Report.
CORPORATE GOVERNANCE REPORT
Your Company has successfully implemented the mandatory provisions ofCorporate Governance in accordance with the provisions of Clause 49 of the ListingAgreement of the Stock Exchanges. Separate Reports on Corporate Governance is included inthe Annual Report and Certificate dated 26th August 2017 of the Secretarial Auditors' ofyour Company confirming the compliance of conditions of Corporate Governance is alsoannexed thereto.
MANAGEMENT DISCUSSION AND ANALYSIS
As required by SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 of Stock Exchange the Management Discussion and Analysis Report isenclosed as a part of this report.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment at theWorkplace in line with the provisions of the Sexual Harassment of Women at W orkplacePrevention Prohibition and Redressal) Act 2013 and the Rules made there under. ThePolicy aims to provide protection to employees at the workplace and prevent and redresscomplaints of sexual harassment and for matters connected or incidental thereto with theobjective of providing a safe working environment where employees feel secure. TheCompany has also constituted an Internal Complaints Committee known as the Prevention ofSexual Harassment (POSH) Committee to inquire into complaints of sexual harassment andrecommend appropriate action.
During the year under review your Company had cordial and harmoniousrelations at all levels of the Organization.
LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the Annual Listing Fees for theyear 2017-2018 to BSE Limited where the Company's Shares are listed.
The Directors acknowledge with gratitude the co-operation andassistance received from the Government Banks Authorities and other BusinessConstituents. The Directors would also like to thank the employees shareholderscustomers and suppliers for their continuous support given by them to the Company andtheir confidence reposed in the Management.
| ||For and on behalf of the Board ||For and on behalf of the Board |
| ||Sd/- ||Sd/- |
|Place: Kanpur ||(G. N. Choudhary) ||(Samar Bahadur Singh) |
|Date: 26th August 2017 ||Whole -Time Director ||Director |
| ||(DIN No.: 00012883) ||(DIN No.: 00033510) |