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Raideep Industries Ltd.

BSE: 540270 Sector: Others
NSE: N.A. ISIN Code: INE923R01019
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Raideep Industries Ltd. (RAIDEEPINDS) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Annual Report together with the AuditedStatement of Accounts of Raideep Industries Limited for the year ended 31st March2016.

1. SUMMARISED FINANCIAL HIGHLIGHTS

In Lacs

PARTICULARS 2015-16 2014-15
Total Income 2117.44 1890.52
Total Expenditure 2107.11 1815.25
Profit/(Loss) before interest Depreciation and Tax 29.66 75.27
Interest and Financial Charges 18.66 71.84
Profit/(Loss) before Depreciation and Tax 10.99 3.43
Depreciation 0.67 0.67
Net Profits/(Loss) before Tax 10.33 2.76
Tax Provision 3.19 2.63
Net Profits/(Loss) 7.14 0.13

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under regulation 34(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with Stock Exchange a detailed Management Discussion andAnalysis Report is presented in a separate section forming part of the annual report.

3. DIVIDEND

To conserve the resources your Directors are not recommending any dividend for theyear under review.

4. STATE OF COMPANY'S AFFAIRS

Company lays emphasis on being customer-centric and further strives on a well organizedmanagement team of skilled and trained professionals to deliver quality to its customers.The Company is dealing in textile Products.

5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There are no material changes and commitments noticed by the Board between the end ofthe financial year of the company i.e 31.03.2016 and the date of the report.

6. RESERVES

The Company has proposed to transfer Rs. 713687 to reserves.

7. SHARE CAPITAL

The paid up Equity Share Capital as on March 312016 was Rs. 55080000. During theyear under review the company has not issued any shares or any convertible instruments.

8. CORPORATE SOCIAL RESPONSIBILITY

The Company has not formulated a Corporate Social Responsibility Committee due to nonapplicability of the relevant provisions to the Company.

9. HUMAN RESOURCES

The well disciplined workforce which has served the company for two decades lies at thevery foundation of the company's major achievements and shall well continue for the yearsto come. The management has always carried out systematic appraisal of performance andimparted training at periodic intervals. The company has always recognized talent and hasjudiciously followed the principle of rewarding performance.

10. LISTING OF SECURITIES

The shares of the Company are at presently listed on Calcutta Stock Exchange Limitedand company had applied to BSE Limited under Direct Listing norms application is inprocess and will be approved very shortly. Till date company is complying thoserequirements as specified by BSE.

11. CODE OF CONDUCT

The Board of Directors has laid down the code of conduct for all the Board Members andmembers of the senior Management of the Company. Additionally all Independent directors ofthe company shall be bound by duties of Independent Directors as set out in Companies Act2013 read with schedules and Rules there under.

All the Board Members Senior Management Personnel have affirmed compliance with theCode of Conduct. The Code of Conduct is available on the website of the company.

12. RISK MANAGEMENT

Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion.

Therefore in accordance with SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board members were informed about risk assessment and minimizationprocedures after which the Board formally adopted steps for framing

The main objective of this policy is to ensure sustainable business growth withstability and to promote a proactive approach in reporting evaluating and resolving risksassociated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities.

Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk.

As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same.

As per the requirement of Section 134(3)(n) of the Companies Act 2013 the Board ofDirector has approved and Adopt a Risk Management Policy.

13. SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company.

14. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.Even through this non-production period the Company continues to ensure proper andadequate systems and procedures commensurate with its size and nature of its business.

15. 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.This policy is explained in corporate governance report and also posted on the website ofcompany.

16. DIRECTORS & COMMITTEES

At the previous Annual General Meeting of the company held on 26thSeptember 2015 the company had appointed the Mr. Inderbir Singh (DIN: 07261124) asIndependent Directors under the companies Act 2013 for five (5) consecutive years for aterm 26th September 2015 to 25th of September 2020 not liable toretire by rotation. Ms. Paramjit Bhalla had been appointed as the Whole Time Director ofthe Company for a period of Five years with effect from 30th March 2015.

In accordance with the provisions of Companies Act 2013 Ms. Paramjit Bhalla (DIN:01875313) Executive Director retires by rotation and being eligible offers herself forre-appointment.

17.1 BOARD EVALUATION

Pursuant to the provision of section 134(3) of the Companies Act 2013 the Board hascarried out an evaluation of its own performance directors individually as well as theevaluation of Committees as per the criteria laid down in the Nomination RemunerationEvaluation policy. Further the Independent directors have also reviewed the performance ofthe Non-Independent Directors and Board as a whole including reviewing the performance ofthe Chairman of the Company taken into account the views of the Executive Directors andNon Executive Directors vide there separate meetings.

17.2 REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

17.3 MEETINGS

During the year Seven Board Meetings and one independent directors' meeting was held.The Details of which are given in Corporate Governance Report. The provisions of CompaniesAct 2013 and listing agreement were adhered to while considering the time gap between twomeetings.

17.4 AUDIT COMMITTEE

SEBI vide its notification dated September 02 2015 amended the existing ListingAgreement and bring in force SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with effect from December 012015. So in order to align with theprovisions of Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Audit Committee of the Company is re-constituted on December 12 2015with the Objectives to monitor supervise and effective management of company's financeto ensure effective internal financial controls and risk management systems with highlevel of transparency and accuracy. The Committee met four times during the year thedetails of which are given in the Corporate Governance Report that forms part of thisReport.

Name Status Category
Mr. Gagandeep Singh Chairman Independent Director
Mr. Davinder Singh Member Non-Executive Director
Mr. Inderbir Singh Member Independent Director

17.5 NOMINATION AND REMUNERATION COMMITTEE

SEBI vide its notification dated September 02 2015 amended the existing ListingAgreement and bring in force SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with effect from December 012015. So in order to align with theprovisions of Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board of Directors of your Company in its meeting held on December12 2015 re-constituted Nomination & Remuneration Committee with the requisite termsof the reference as required under section 178 of the Companies Act 2013 and Regulation19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Name Status Category
Mr. Davinder Singh Chairman Non-Executive Director
Mr. Gagandeep Singh Member Independent Director
Mr. Inderbir Singh Member Independent Director

18. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(5) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended March312016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 312016 and of the profit of the Company for the year ended on thatdate;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

19. DECLARATION BY INDEPENDENT DIRECTORS

Both Independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013.

20. RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013. However there were material relatedparty transactions in terms of Regulation 23 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. All material related party transactions thatwere entered into during the financial year were on an arm's length basis and were in theordinary course of business. No materially significant related party transactions havebeen made by the Company with Promoters Directors Key Managerial Personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge.

All Related Party Transactions are placed before the Audit Committee as well as theBoard for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. None of the Directors have any pecuniary relationships or transactionsvis-a-vis the Company.

21. DEPOSITS

The Company has not accepted deposits from public/members during the year under review.

22. 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.

23. AUDITORS

23.1 STATUTORY AUDITORS

M/s Davinder Pal Singh & Co (Firm Registration No. 007601N) have been appointed asstatutory auditors of the company for this Annual General Meeting to the conclusion of thenext Annual General Meeting.

23.2 SECRETARIAL AUDITORS

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 Ms. Preeti Jain Practising Company Secretary (Membership No. 41759 CPNo. 17079) Company Secretaries to undertake the secretarial audit of the company. TheSecretarial Audit Report is annexed herewith as ‘Annexure 1'.

23.3 INTERNAL AUDITORS

Mr. Deepanshu Agarwal performs the duties of internal auditor of the company and hisreport is reviewed by the audit committee from time to time.

24. CORPORATE GOVERNANCE

Pursuant to Regulation 34 and Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the report on Corporate Governance togetherwith Auditor's Certificate on compliance with this regard and CFO's/CEO declaration withregard to compliance of Code of Conduct by Board Members and Senior Management Personnelis attached and forms part of this Report.

25. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the company theparticulars as prescribed under Section 134(3) (m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 regarding Conservation of Energy andTechnology Absorption are not applicable to the Company.

26. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure 2" in accordance with Section 92(3) of the CompaniesAct 2013.

27. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company is as follows:

The company has two Executive Director and due to financial constraints being faced bythe company they have forgone remuneration. Further no sitting fees have been paid to anydirector during the year.

The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:

a) Employed throughout the yearNil

b) Employed for part of the year Nil

The remuneration paid to all Key management Personnel was in accordance withremuneration policy adopted by the company.

28. LOANS GUARANTEES OR INVESTMENT

The company has not given any Loans and Guarantees in terms of provisions of Section186 of the Companies Act 2013.

29. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

During the year 2015-2016 no complaints were received by the Company related to sexualharassment.

30. ACKNOWLEDGEMENTS

The company has been very well supported from all quarters and therefore your Directorswish to place on record their sincere appreciation for the support and co-operationreceived from Employees Dealers Suppliers Central and State Governments Bankers andothers associated with the Company.

Your Directors wish to thank the banks financial institutions shareholders andbusiness associates for their continued support and cooperation.

We look forward to receiving the continued patronage from all quarters to become abetter and stronger Company.

By Order of the Board
For Raideep Industries Limited
Date : 02.09.2016
Place : Ludhiana Sd/-
Inderbir Singh
Chairman