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Roopa Industries Ltd.

BSE: 530991 Sector: Health care
NSE: N.A. ISIN Code: INE443C01010
BSE LIVE 15:40 | 15 Dec 13.06 0.08
(0.62%)
OPEN

12.89

HIGH

13.20

LOW

12.89

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 12.89
PREVIOUS CLOSE 12.98
VOLUME 1167
52-Week high 15.25
52-Week low 10.61
P/E 29.68
Mkt Cap.(Rs cr) 10
Buy Price 13.06
Buy Qty 25.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.89
CLOSE 12.98
VOLUME 1167
52-Week high 15.25
52-Week low 10.61
P/E 29.68
Mkt Cap.(Rs cr) 10
Buy Price 13.06
Buy Qty 25.00
Sell Price 0.00
Sell Qty 0.00

Roopa Industries Ltd. (ROOPAINDS) - Director Report

Company director report

TO

The Members

Your directors have pleasure in presenting the 32nd Directors' Report on thebusiness and operations of your company for the financial year ended 31st March2017.

FINANCIAL RESULTS:

Particulars

Rupees in lacs Year ended

31.03.2017 31.03.2016
Sales and Other Income 3000.27 3370.97
EBIDTA 233.05 224.37
Finance Cost 137.20 145.94
Depreciation 51.19 51.99
Profit for the year 44.66 26.44
Prior period adjustments - -
Profit Before Tax 44.66 26.44
Provision for taxation:
Current Tax 5.70 -
Deferred Tax 2.29 9.29
Profit after Tax 36.67 17.15
Surplus brought forward
from previous year 51.70 34.55
Balance available for
Appropriation 88.37 51.70
APPROPRIATION:
Dividend - -
Tax on Dividend - -
Transfer to
General Reserves - -
Balance c/f to
Balance Sheet 88.37 51.70

PERFORMANCE:

In the year 2016-17 the Company focused on its core business TPP and its alliedproducts. The operation of TPP project at Patacheru Medak District Telangana State hasbeen stabilized and the Company has made total revenue of Rs.300027306/-

The income from operations is Rs.299418862/- as against Rs.306017603/ - for thecorresponding previous year. The profit

before tax stood at Rs.4466416/-as against Rs. 2644154/- for the previous year. Theprofit after tax stood at Rs.3667113/- as against Rs.1714649/- for the correspondingperiod. The Basic Earnings Per Share for the year- ended 31.03.2017 is Rs.0.47 as againstRs.0.22 for the corresponding previous year ended 31.03.2016.

DIVIDEND:

Your Directors did not recommend dividend for the financial year 2016-17.

FIXED DEPOSITS

The Company has not accepted or invited any Deposits and consequently no deposit hasmatured / become due for re-payment as on 31st March 2017.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FIANNCIAL POSITIO OF THE COMPANY:

There are no material changes and commitments affecting the financial position of theCompany which occurred between the end on the financial year to which the financialstatements relate and the date of this report.

PARTICULARS OF DIRECTORS AND KEY MANEGERIAL PERSONNEL:

Appointments:

In accordance with the provisions of Section 152(6) of the Companies Act 2013 and theArticles of Association of the Company Sri. V. J. Sarma Director of the Company retireby rotation at this Annual General Meeting and being eligible offer himself forreappointment.

During the year Smt.S.Karunasree has been appointed as Non-Executive and IndependentDirector of the Company w.e.f. 26/08/2017.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down underSection 149(6) of the Companies Act 2013 and Regulation 16of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Furtherthere has been nochange in the circumstances which may affect their statusas independentdirector during the year.

The brief particulars of the Directors seeking appointment / re-appointment at thisAnnual General Meeting are being annexed to the Corporate Governance Report as requiredunder Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 forming part of this Annual Report.

Cessation:

During the year Smt.K.Suneetha Nonexecutive and Independent Director ceased to bedirector with effect from 1st February 2017. Your directors place on recordtheir appreciation and gratitude to them for their valuable contributions during theirtenure as directors.

Key Managerial Personnel

During the year Sri.M.ChandraSekhar CFO and Smt.D.Manoranjani Company Secretary ofthe Company resigned w.e.f. 14th May 2016 and 30th June 2016respectively and Sri.S.Hari Prasad & Smt.T.Hema were appointed as CFO and CompanySecretary w.e.f01st December 2016 and 13th August 2016 respectively.

Except as stated above there is no change in the key managerial personnel during theyear.

Board evaluation and assessment

Evaluation of all Board members is done on an annual basis. The evaluation is done bythe Board Nomination and Remuneration committee and Independent Directors with specificfocus on the performance and effective functioning of the Board and individual Directors.

Pursuant to the provisions of the Companies Act 2013 the Board has carried outperformance evaluation taking into consideration of various aspects of the Board'sfunctioning composition of Board and its Committees execution and performance ofspecific duties obligations and governance. The Performance of evaluation of IndependentDirectors was completed. The Performance evaluation of Chairman and the NonIndependentDirectors was carried out by the Independent Directors. The Board of Directors expressedtheir satisfaction with evaluation process.

Policy on directors' appointment and remuneration and other details

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy which lays down a framework in relation to selection appointment andremuneration to directors key managerial personnel and senior management of the Company.The Company's policy on directors and KMP appointment and remuneration and other mattersprovided in section 178(3) of the Act have been disclosed in the corporate governancereport which forms part of the directors' report.

Number of Board Meetings during the year

During the year 8 (Eight) meetings of the Board and 4 meetings of Audit Committee wereconvened and held the details of which form part of the report on corporate governance.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments covered under Section 186 of theCompanies Act 2013 have been disclosed as notes in the financial statements.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large. All Related Party Transactions are placed before theAudit Committee as also the Board for approval where ever required. Prior omnibusapproval of the Audit Committee is obtained for the transactions which are of aforeseeable and repetitive nature. A statement giving details of all related partytransactions entered into pursuant to the omnibus approval so granted are placed beforethe Audit Committee and the Board of Directors on a quarterly basis. The Company hasdeveloped a Policy on Related Party Transactions for the purpose of identification andmonitoring of such transactions. The policy on Related Party Transactions as approved bythe Board is uploaded on the Company's website.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

There are no significant and material orders passed by the Regulators/ Courts thatwould impact the going concern status of the Company and its future operations.

AUDITORS AND OBSERVATIONS

Statutory Auditors

The Auditors M/s.S.T.Mohite& Co. Chartered Accountants were appointed asStatutory Auditors to hold office till the conclusion of AGM to be held in the year 2021.On the recommendation of the Audit Committee and pursuant to Section 139 of the Act theBoard recommended for the ratification of the Members the appointment of M/s.S.T.Mohite& Co. from the conclusion of the ensuing AGM till the conclusion of the next AGM.

Accordingly requisite resolution form part of the notice convening the AGM.

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 M/s. Geeta Serwani & Associates Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the Financial Year 2016-17. The Reportof the Secretarial Auditor for Financial Year 2016-17 is annexed herewith as"Annexure-I".

Internal Auditors

Internal auditors of the Company have done audit and their report is reviewed by theAudit Committee from time to time.

Qualification and Remarks

The auditors' report contain qualifications with respect to Statutory dues and delay inBank Loan repayment. The Management is in the process of regularising the same.

Secretarial Auditors' report do not contain any qualifications reservations or adverseremarks.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not covered under the criteria mentioned in the provisions of CompaniesAct 2013.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a report on Management

Discussion & Analysis is presented in a separate section and forms part of theAnnual Report.

CORPORATE GOVERNANCE

The Company has implemented the procedures and adopted practices in conformity with theCode of Corporate Governance enunciated in provisions of SEBI (LODR) Regulations 2015.

A report on Corporate Governance pursuant to the provisions of Corporate GovernanceCode stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 forms part of the Annual Report. Full details of the various board committees arealso provided therein along with Auditors' Certificate regarding compliance of conditionsof corporate governance and forms integral part of this Report.

EXTRACT OF ANNUAL RETURN (MGT 9)

The extract of the annual return in Form MGT 9 as required under the provisions ofsection 92 of the Act is enclosed as Annexure - II.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOFINANCIAL STATEMENT:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company (with its inherent weakness) work performed bythe internal statutory and secretarial auditors including the audit of internal financialcontrols over financial reporting by the Statutory Auditors

and the reviews performed by management and the relevant Board Committees includingthe Audit Committee the Board is of the opinion that the Company's internal financialcontrols were adequate and effective during the period ended on 31st March2017.

RISK MANAGEMENT

The Board of the Company has framed apolicy to implement and monitor the riskmanagement plan for the Company and ensuring its effectiveness. The Board oversees theRisk Management process including risk identification impact assessment effectiveimplementation of the mitigation plans and risk reporting. The Audit Committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.

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.

HUMAN RESOURCES:

Many initiatives have been taken to support business through organizational efficiencyprocess change support and various employee engagement programmes which has helped theOrganization achieve higher productivity levels. A significant effort has also beenundertaken to develop leadership as well as technical/ functional capabilities in order tomeet future talent requirement.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records inaccordance with the provisions of the Act for safeguarding the assetsof the company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the company andsuch internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are provided in theAnnexure III forming part of this Report.

PARTICULARS RELATING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various policies and practices. Companyalways endeavours to create and provide an environment that is free from discriminationand harassment including sexual harassment.

Your Company has adopted a policy on Prevention of Sexual Harassment at Workplace whichaims at prevention of harassment of employees and lays down the guidelines foridentification reporting and prevention of undesired behaviour. During the financial year2016-17 the Company has not received any complaints on sexual harassment.

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

PARTICULARS OF REMUNERATION

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Executive Directors Ratio to Median remuneration
T G Raghavendra 7.73
V J Sarma 3.09

b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year: CMD - 100% ; Others -Nil

c. There is percentage increase in the median remuneration of employees in thefinancial year: 26%

d. The number of permanent employees on the rolls of Company: 53

e. The explanation on the relationship between average increase in remuneration andCompany performance:To meet industry standards in payment of remuneration to employees andto retain employees. Further the increment in the remuneration of employees was not madein the previous years.

g. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars As at 31-03-2017 As at 31-03-2016
Closing rate of share at BSE 12.72 7.40
EPS 0.47 0.22
Market Capitalization (' lakhs) 1000.49 582.05

h. Percentage increase or decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last publicoffer:

The Company made an Initial Public Offer in the year 1995 at a price of Rs.10/- perequity share (at par). As on 31st March 2017 the Market quotation for theCompany's Equity shares at BSE Limited is Rs.12.72/-.

i. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: The roleand responsibilities of managerial personnel necessitates percentage increase in themanagerial remuneration more than that of employees.

j. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:

Name of person Remuneration (Rs.in Lakhs) Total Revenue (Rs.in Lakhs) Remuneration as a % of total revenue
T G Raghavendra 22.50 2994.19 0.75
V J Sarma 12.00 2994.19 0.40
S.Hari Prasad 2.00 2994.19 0.07
T.Hema 1.05 2994.19 0.04

k. The key parameters for any variable component of remuneration availed by thedirectors: NIL

l. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: None.

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration paid to Key Managerial Personnel is as per theremuneration policy of the Company.

APPRECIATION:

Your Directors wish to place on record their appreciation to employees at all levelsfor their hard work dedication and commitment. The enthusiasm and unstinting efforts ofthe employees have enabled the Company to remain at the forefront of the industry despiteincreased competition from several existing and new players.

ACKNOWLEDGEMENTS:

The Board desires to place on record its sincere appreciation for the support andco-operation that the Company received from the suppliers customers strategic partnersBankers Auditors Registrar and Transfer Agents and all others associated with theCompany. The Company has always looked upon them as partners in its progress and hashappily shared with them rewards of growth. It will be the Company's endeavor to build andnurture strong links with trade based on mutuality respect and co-operation with eachother.

By order of The Board of Directors

Sd/-

T.G. RAGHAVENDRA

Chairman and Managing Director

(DIN : 00186546)

Place : Hyderabad

Date : 26hAugust 2017