The Directors have pleasure in presenting the Thirty Fifth Annual Report together withthe statement of Audited Financial Statements for the financial year ended March 31 2016.
(Rupees in Lakhs)
|Details ||Year ended 31.03.2016 ||Year ended 31.03.2015 |
|Net sales and other income ||172.91 ||216.28 |
|Profit before Finance Costs and Depreciation ||48.02 ||90.53 |
|Finance Costs ||0.60 ||3.94 |
|Depreciation & Amortization ||25.97 ||30.04 |
|Profit before Exceptional Items and Tax ||21.45 ||56.55 |
|Exceptional Items || ||3.45 |
|Profit before tax ||21.45 ||60.00 |
|Provision for taxation: || || |
|Current Tax ||4.11 ||15.99 |
|Tax pertaining to earlier years ||0.12 ||0.60 |
|Deferred Tax ||(0.55) ||0.35 |
|Profit tax after ||17.77 ||43.06 |
|Surplus brought forward from previous year ||806.80 ||763.74 |
|Total ||824.57 ||806.80 |
|Transfer to general reserve || || |
|Surplus in Profit & Loss Account ||824.57 ||806.80 |
During the year under review the turnover of the Company had decreased by 29.56% toRs.127.31 lakhs as against Rs.180.73 lakhs in the previous year. The Company has achievedprofit Before Tax of Rs. 21.45 lakhs as against profit of Rs. 60.00 lakhs in the previousyear in the same period the Profit after Tax stood at Rs. 17.77 lakhs against the profitof Rs. 43.06 lakhs.
Company has not recommended any dividend during the year under review nor transferredany amount to General Reserve.
During the year the Company has not availed loan from Banks and other financialinstitutions.
Directors Responsibility Statement
Pursuant to section 134 (3)(c) of the Companies Act 2013 the directors hereby stateand
a) that in the preparation of the annual accounts for the financial year ended March31 2016 applicable accounting standards have been followed and no material departureshave been made from the same; b) that they had selected such accounting policies andapplied them consistently and made judgements and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as atMarch 31 2016 and of the Profit of the Company for the year ended on that date; c) thatthey had taken proper and sufficient care to the best of their knowledge and ability forthe maintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 and for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) that they had prepared the annual accounts ofthe Company on a "going concern" basis; e) that they had laid down properinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively; and f) that they had devised propersystems to ensure compliance with the provisions of all applicable laws were in lace andthat such systems were adequate and operating effectively.
Management Discussion and Analysis Report
The Management Discussion and Analysis forms an integral part of this Report andcovers amongst other matters the performance of the Company during the financial yearunder review as well as the future prospects.
Corporate Governance Report and Certificate
As required under Regulation 34 (3) read with Schedule V (C) of the Listing Regulationsa report on Corporate Governanceandthecertificateas required under Schedule V (E) of theListing Regulations from M/s Satyam SVG & Co. Statutory Auditors of the Companyregarding compliance of conditions of Corporate Governance are attached which forms partof this report.
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
Directors and Key Managerial Personnel
The Independent Directors of the Company have submitted a declaration under Section149(7) of the Act that each of them meets the criteria of independence as provided inSection 149(6) of the Act and there has been no change in the circumstances which mayaffect their status as Independent Director during the year.
In terms of Section 152 of the Companies Act 2013 Mr. Ashok Doshi being directorliable to retire by rotation shall retire at the ensuing AGM and being eligible forreappointment offers himself for reappointment.
Mr. Devendra Sharma was appointed by the Board of Directors subject to approval ofmembers as the Chief Executive Officer and Managing Director of the Company for a periodof five years with effect from February 01 2016.
During the year under review Mr. Ajay Singh Doshi was appointed as Additional Directorwith effect from February 01 2016 to hold office as Whole Time
Ms. Bharti Sachdev was appointed as Company Secretary and Compliance Officer witheffect from February 01 2016.
Mr. Sudhir Doshi resigned from Board of Directors of the Company with effect fromFebruary 15 2016. The Board records its appreciations for the valuable servicescontributed by him.
The Statutory Auditors M/s. Satyam SVG & Company Chartered Accountants(Registration No. 011714C) hold office till the conclusion of the ensuing Annual GeneralMeeting. The Company has received their written consent and a certificate that theysatisfy the criteria provided under Section 141 of the Companies Act 2013 and that theappointment if made shall be in accordance with the applicable provisions of the Act andrules framed thereunder.
The Audit Committee and the Board of Directors recommends the re-appointment of M/s.Satyam SVG & Company Chartered Accountants as the Statutory Auditors of the Companyfor the financialyear 2016-17. The necessary resolution is being placed before theshareholders for approval.
The Report given by the auditors on financial statements of the Company is part of theAnnual Report. There has been no qualification reservation or adverse remark ordisclaimer in their Report.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under the Company has appointed Mr. Ronak Jhuthawat Practicing Company Secretary(COP No. 12094) to undertake the Secretarial Audit of the Company. The Secretarial AuditReport is annexed as Annexure II to this Report.
Extract of Annual Return
Pursuant to the provisions of Section 92(3) of the Companies Act 2013 and Rules framedthereunder an extract of Annual Return as on 31 March 2016 in the prescribed Form No.MGT-9 is annexed as Annexure I to this Report.
Particulars of Employees
The information required in accordance with Section 197 (12) of the Companies Act 2013read with Rule 5(1) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and forming part of the Boards Report for the year ended 31stMarch 2016 can be accessed in the manner as provided under Section 136 of the CompaniesAct 2013. If any Member is interested in obtaining these particulars may write to theCompany Secretary at the Registered Office of the Company in this regard. The saiddisclosure is also available for inspection by members at the Registered Office of theCompany 21 days before the 35th Annual General Meeting and up to the date of the ensuingGeneral Meeting during the business hours on working days.
Further the Company has no person in its employment drawing remuneration in excess oflimits as defined under the provisions of Section 197 of the Companies Act 2013 readwith Rule 5(2) and 3 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Contracts or Arrangement with Related Parties
All related Party transactions that were entered during the year were in ordinarycourse of business and at Arms length pricing basis. There were no materiallysignificant Related Party Transactions entered into with Promoters Directors KeyManagerial Personnel or other persons which may have a potential conflict with theinterest of the Company.
Suitable disclosures as required under AS-18 has been made in Notes to the Accounts.
Vigil Mechanism/Whistle Blower Policy
The Company has established a vigil mechanism / whistle blower policy and overseasthrough the committee the genuine concerns or grievances expressed by the employees andother Directors. The Company has also provided adequate safeguards against victimizationof employees and Directors who express their concerns. The Company has also provideddirect access to the chairman of the Audit Committee on reporting issues concerning theinterests of the employees and the Company. The details of Whistle Blower Policy areexplained in the Report on Corporate Governance annexed to with this Annual Report.
Orders Passed by the Regulators or Courts or Tribunals impacting the Significant GoingConcern status of the Company and material orders passed by the Regulators or Courtsor Tribunals which would Therearenosignificant impact the going concern status of theCompany.
Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earningsand Outgo required under the Companies (Accounts) Rules 2014 A. Conservation of Energyand Technology Absorpution. Adeption and Innovation
The Company has no particulars to furnish under the above head since it has not carriedany manufacturing activity during the year under review.
B Foreign Exchange Earning & Outgo and Export Activities 1 . Foreignexchange earnings and outgo
Earning : Rs. Nil (previous year Rs. Nil) Outgo: Rs. 4.64 (previous year Rs. Nil)
Your Directors express their sincere thanks to the Bankers Financial InstitutionsCustomers Government Departments and Suppliers for their continued co-operation. Thedirectors also place on record their deep appreciation for the valuable contribution ofemployees at all levels.
Your Directors also thanks the shareholders and other stakeholders for their continuedsupport and patronage during the year under review.
| || ||By order of the Board |
| || ||For Rajdarshan Industries Ltd. |
| ||Ashok Doshi ||Ajay Singh Doshi |
|Udaipur August 11 2016 ||Director ||Additional Director |