Your Directors have pleasure in presenting their 22nd Annual Report on the business andoperations of the Company to gether with the Audited Statement of Accounts of RainbowFoundati ons Limit ed ("theC ompany") for the yeare nded March 31 2016.
1. FINANCIAL RESULTS
| || ||Rs. in Lakhs |
|Particulars ||Standalone |
| ||31/03/2016 ||31/03/2015 |
|Total Income ||3091.20 ||3231.21 |
|Profit /(loss) before Interest Depreciation & ||202.55 ||96.86 |
|Tax(EBITDA) || || |
|FinanceC harges ||566.09 ||458.21 |
|Depreciation ||3.12 ||3.79 |
|Provision for Income Tax ||72.20 ||31.43 |
|Net Profit/(Loss) After Tax ||130.02 ||61.48 |
|Profit (/ Loss) brought forward from previous ||- ||- |
|year || || |
|Profit / (Loss) carried to BalanceS heet ||130.02 ||61.48 |
2. FINANCIAL PERFORMANCEO FT HE COMPANY
During the year under review the Companys Profit before Interest Depreciation& Tax increased to Rs. 202.55 Lakhs as compared to Rs. 96.86 Lakhs in the previousyear. The Company earned a net profit of Rs. 130.02 Lakhs in the Current Financial Year asagainst a net profit of Rs.61.48 Lakhs in the previous year. The increase in net profit ison account of increased revenue and marginal reducti on of project expenditure. Yourdirectors are expecting to provide a bet er performance n i the forthcoming years.
3. CHANGEIN NATURE OFB USINESS IF ANY
OurC ompany has notd eviated its line of businessac tivity nor has expanded the area ofactivities; therefore there is no change in the nature of business for the year underreview.
In order to conserve the resources of your Company h t e Board of Directors ofdo not recommend any dividendf or the financial year 2015-16.
5. TRANSFER TO RESERVES
TheC ompanyha s nott ransferred any amountt o reservesf ort he financialy ear 2015-16.
6. SHAREC APITAL
TheB oard of Directors of theC ompanyh as not issued any shares during the year.
PresentC apital structure of the Company is as follows:
|Particulars ||As at March 31 2016 ||As at March 31 2015 |
| ||Number ||Amount ||Number ||Amount |
|Share Capital || || || || |
|Authorised Capital || || || || |
|Equity shares of ||12000000 ||120000000 ||12000000 ||120000000 |
|INR 10 each || || || || |
|Issued Subscribed || || || || |
|and fully paid up || || || || |
|share capital || || || || |
|Equity shares of ||5513100 ||55131000 ||5513100 ||55131000 |
|INR 10 each || || || || |
7. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
The Company has no subsidiaries associate and joint ventures therefore disclosingthe names of the respecti vee ntiti es does nota rise.
8. M ATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION OF THECOMPANY OCCURRING AFTER BALANCE SHEET DATE
There are no material changes or commitments li kely to affect the financial positionof the Company which is having an impact on the functi oning and working of the Company.The operati ons of the Company have been effecti vely being managed and the Managementshall review the performance from time to i t me in order to monitor the business activities of the Company.
9. PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES UNDER SECTION 186 OFT HECOMPANIES ACT 2013
There were no lo ans guarantees and investments under Secti on 186 of the CompaniesAct 2013 during the year 2015-16.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES TO REFERRED TO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013
During the year under review the Company has not entered into any contracts orarrangements with its related parties.
TheC ompanyh as nota ccepted anyd eposits under Chapter-V of theC ompanies Act 2013.
12. STATUTORYA UDITORS
The Auditors of your Company M/s. Jain Bafna & Co. Chartered Accountants havingFirm Registrati on Number 010657S hold office until the conclusion of the Twenty SecondAnnual General Meeting and being eli gible offer themselves for reappointment as theAudit ors of the Company until the conclusion of twenty third Annual general meeting. TheCompany has received the consent from the Auditors for their appointment for the respective year.
The Auditors report on the financial statements for the year 2015-16 does notcontain any qualification reservationo ra dverse remark.
13. COST AUDITORS.
Cost Audit is nota pplicable to the Company. The Central government has not specifiedmaintenance of cost records for the Company under sub secti on (1) of secti on 148of the Companies act 2013. Therefore there is no requirement for appointment of CostAuditors.
14. SECRETARIALA UDIT REPORT
Pursuant to provisions of Section 204 of the Companies act 2013 and the Companies(Appointment and Remunerati on of Managerial Personnel) Rules 2014 th e Company hasappointed M/S. JM & Associates a firm of Company Secreta ries in practice toundertake the Secretarial Audit of the Company for the financial year 2015-16. The reportofS ecreta rial Audit is annexed herewith in Form MR -3 as annexure.
15. DIRECTORSRE SPONSIBILITY STATEMENT
Pursuant to Section 134(5) of theC ompanies act 2013 theB oard of Directors tothe best of their knowledge and abilit y confirm that:
i. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
ii. h ad selected such accounting policies and applied them consistently and madejudgments and esti mates that are reasonable and prudent so as to giv e a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit a nd loss of thec ompanyf or that period;
iii. had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecti ng fraud and other irregulariti es;
iv. had prepared the annual accounts on a goingc oncern basis; and
v. h ad laid down internal financial controls to be followed by th e company and thatsuch internal financial controls are adequate and were operati ng effecti vely.
vi. the directors had devised proper systems to ensure compliance with h t e provisionsof all applicable laws and th at such systems were adequate and operatinge ffectively.
16. COMPOSITION OFB OARD
The Composit ion of Board is governed by t h e applicable laws and regulations andArticles of Associati on of the Company.
The Board consists of persons of professional expertise and experience in technicalfinancial and operational segments who provide leadership and guidance to the management.The Present constit ution of the Board of Directors of the Company consists of thefollowing members:
|Name of Director ||Category of Director ||No. of Director- ships in other bodies corporate ||No. ofE quity Shares held |
|Mr. Anopchand Jain ||P/M D ||1 ||176883 |
|Mr. Gajraj Jain ||P/JMD ||NIL ||200000 |
|Mr. Mukesh Kumar M. || || ||631 |
| ||I/NED ||NIL || |
|Mehta || || || |
|Mr. P.M.Mothiram ||I/NED ||1 ||NIL |
|Mr. Sampatraj Singhvi ||I/NED ||NIL ||27 |
|Ms. Lakshmi Sreedhar ||I/NED ||2 ||NIL |
|P ||Promoter ||MD ||Managing Director |
|ED ||Executive Director ||NED ||Non-Executive Director |
|I ||Independent ||- ||- |
The Directorships held by the Directors as mentioned above do not include AlternateDirectorships and Directorships held in Foreign Companies Companies registered underSecti on 8 of the Companies Act 2013 and Private Lim ited Companies.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
There has been no change in the composit ion of directors as constituted under the Act.The Company has complied with the provisions of the Companies Act 2013 with respect toSection 149(10) of the Companies Act 2013 read along with Rules framed thereunder.
Further the Company has appointed Mr. Nitesh Jain as the Chief Financial Officer witheffect from 30th May 2016 therefore fulfil l i ng the provisions as menti oned underSection 203 of the Companies Act 2013 and theirre specti ve rules.
Mr. Gajraj Jain retire by rotation at the forth coming Annual general Meeti ng and being eli gible offers himself for re-electi on.
18. POLICY ON APPOINTMENT OF DIRECTORS AND CRITERIA FOR
DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR
The Nomination and Remunerati on commit tee is responsible for developing competencyrequirements for the Board and in this regard conducts a gap analysis to determine theBoard composition on a periodic basis including each time a Directo r appointment orreappointment is required. The committee has framed a policy to determine the quali fications positive at ributes and independence of a Director. The key featu res of the policyare:
- Quali ficati ons - The Board nomination process encourages diversity of thoughtexperience knowledge age and gender. It also ensures that the Board has an appropriateblend off unctional and industrye xpertise.
- Positive at ributes Apart from h t e duties of Directors as prescribed in th eCompanies act 2013 the Directors are expected to demonstrate high standards of ethicalbehavior communicati on skills and independent judgement.
- Independence A Director will be considered independent if he/she meet thecriteria laid down in Section 149(6) of the Companies act 2013.
19. EVALUATION OFT HEB OARDS PERFORMANCE
In accordance with the provisions of the Companies Act 2013 and Corporate Governancerequirements as prescribed by SEBI the Board along with the Nomination
& Remuneration Committee have carried out an annual evaluation of it s ownperformance and th at of it s commit tees and individual Directors.
The Independent Directors evalu ated the performance of the individual Directors on thebasis of various criteria included at endance & participati on in Board Meeti ngengagement with the management in decision making understanding about the companysbusiness and it s affecti ng industries.
The criteria for performance evaluation of Board included h t e aspects such ascomposition of Board and its structure roles and responsibilities under variousprovisions of the Companies Act 2013 etc. The criteria for performance evaluation ofCommittees of the Board included the aspects like composit ion of Commit teeseffectiveness of Committee meeti ngs etc.
20. COMMITTEESO FB OARD
During th e financial year 2015 -16 the Board constituted some of it s Committees n iaccordance with the Companies Act 2013. There are currently three Commit tees of theBoard as follows:
i. Audit Commit tee
ii. Nomination and Remunerati on Committee
iii. Stakeholders Relationship Committee
21. BOARDM EETINGS
TheB oard of Directors met five times during the year fin ancial year 2015-16.
|Date of the meeting ||No. of Directors attended the meeting |
|29-05-2015 ||5 |
|24-07-2015 ||5 |
|14-08-2015 ||5 |
|14-11-2015 ||5 |
|13-02-2016 ||5 |
The intervening gap between the meeti ngs was within the period prescribed under theCompanies Act 2013.
During the year under review the Board has accepted al recommendati ons of the AuditCommittee.
22. VIGILM ECHANISM
The Company has adopted a Whistle blower policy establishing vigil mechanism toprovide a formal mechanism to the directors and employees to report their concerns aboutunethical behaviour actual or suspected fraud or violati on of the Companys code ofconduct or ethics policy. The policy provides for adequate safeguards againstvictimization of employees who avail of the mechanism and also provide for direct accessto the Chairman of the Audit Commit tee. It has affirmed that no personnel of the Companyhas been denied access to the Audit Committee.
23. EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act 2013 (the Act) and rule12(1) of the Companies (Management and Administrati on) Rules 2014 extract of annualreturn in Form MGT-9 i s enclosed as Annexure.
24. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE
A) Conservation ofe nergy technology absorption
The particulars as required under h t e provisions of Section 134(3) (m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservati on of energy and technology absorption have not been furnished considering th enature of activities undertaken by the Company during the year under review
B) ForeignE xchangeE arnin gs and Outgo:
|PARTUCULARS ||2016 (in INR) ||2015 (in INR) |
|Earnings ||Nil ||Nil |
|Outgo ||Nil ||Nil |
25. REVIEW OF RISK MANAGEMENT POLICY ADOPTED BY THE COMPANY
The Company n i order to comply t h e provisions of the Companies Act 2013 and providean effecti ve mechanism for i m plementing risk management system had adopted the policyon risk management fore valuati nga nd monitoring various risks that could threaten theexistence of the Company. The Company had not faced any major risks and no majordeviations from the actuals as at ained by th e Company. The Audit commit tee has toreview the the policy periodically. The Board takes overall responsibilit y for theoverallp rocess ofr isk management in the organisation.
The Board shall take note of any future threats and shall report to the Company forformulati ng an effecti ve mechanisma nd strate gy.
26. MATERIAL ORDERS PASSED BY THE REGULATORS COURTS
There are no significant material orders passed by the Regulators or Courts orTribunals which would have impact on the going concern status of the Company and i t sfuture operation.
27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO FINANCIAL STATEMENTS
The Company has an adequate system of internal controls in place. It has documentedpolicies and procedures covering all financial and operating functions. These controlshave been designed o t provide a reasonable assurance with regard to maintaining of properaccounting controls for ensuring reliability of financial reporting monitoring of operations protecti ng assets from unauthorised use or losses compli ances with regulations.The Company has continued its efforts to ali gn all t i s processes and controls withglobal best practices.
28. PREVENTION OFSE XUAL HARASSMENT
Your Company has in place an Anti Sexual Harassment Policy in i l ne with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to prevent sexual harassment at work place. All employees(permanent contractual temporary trainees) arec overed under this policy.
During the year under review the Company has not received any complaints from theemployees withr egard toS exual Harassment.
29. REPORT ON CORPORATE GOVERNANCE
The Compliance wit h the provisions of Corporate Governance is not applicable to theCompany since the Company does not fall under the category as specified under SEBI (LODR)Regulations 2015.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis of the financial conditions including the resultof the operations of the company for the year under Regulation 34(e) of the SEBI (LODR)Regulations 2015 is given as a separate statement in the Annual Report.
The Nomination and Remuneration Committee(NRC) has formulated a policy relating to theremuneration of the directors key managerial personnel and other employees. Thephilosophy for remuneration is based on the commitment of fostering a culture ofleadership with trust. The remuneration policy has been prepared pursuant to theprovisions of Section 178(3) of the Companies act 2013. While formulating this policythe committee has considered the factors laid down in Section 178(4) of the Companies Act2013 which are us under:
- That the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the Companysuccessfully;
- Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
- Remuneration to directors key managerial personnel andsenior management involves abalance between fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the Company and its goals.
The key principles governing the remuneration policy are as follows:
- Market Competitiveness
- Role played by the individual
- Reflective of size of the company complexity of the sector/industry/Companysoperations and the Companys capacity to pay
- Consistent with recognised best practices and
- Aligned to any regulatory requirements.
In accordance with the policy the Managing/Executive/KMPs/ employees are paidbasic/fixed salary. The non-executive Directors including Independent directors are paidsitting fees for attending the meetings of the Board and committees of the Board.
The NRC is responsible for recommending the remuneration policy to the Board. The Boardis responsible for approving and overseeing implementation of the remuneration policy.
The information required under Section 197 of the Companies act 2013 read with rule5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014has been attached as annexure.
The shares of the Company are listed at the Bombay Stock Exchange (BSE). The annuallisting fee has been paid to the stock exchange before the due date.
2. COMMENTS ON QUALIFICATIONS MADE IN SECRETARIAL AUDIT REPORT
The Following qualifications were made in the secretarial audit report;
1. Non appointment of Chief Financial Officer (CFO) as required under Section 203 ofthe Companies Act 2013
2. Non appointment of Internal Auditor as required under Section 138 of theCompanies Act 2013.
With respect to the above qualifications the Board would like to reply that; TheCompany has appointed Chief Financial Officer(CFO) and Internal auditor as required underthe Companies act 2013 in the Board meeting held on 30.05.2016.
3. DETAILS OF EMPLOYEES DRAWING SALARY ABOVE PRESCRIBED LIMITS
There are no employees who are paid remuneration in excess of the limits specifiedunder Section 197 of the Companies Act 2013 read with Companies (Appointment andRemuneration) Rules 2014 as amended from time to time.
Your Directors wish to convey their appreciation to all of the Companysemployees for their enormous personal efforts as well as their collective contribution tothe Companys performance. The Directors would also like to thank theemployees shareholders customers dealers suppliers bankers Government and all otherbusiness associates for the continuous support given by them to the Company and theirconfidence in its management.
| ||FOR AND ON BEHALF OF THE BOARD || |
| ||Sd/- ||Sd/- |
| ||Anopchand Jain ||Gajraj Jain |
| ||Managing Director ||Joint Managing Director |
| ||DIN: 02215110 ||DIN: 01182117 |
|Place: Chennai || || |
|Date: 13th August 2016 || || |