To the Members
Your directors have pleasure in presenting the Twelth Annual Report on the business andoperations of Company and the financial accounts for the year ended 31st March2017.
The financial highlights of your Company for the year ended 31st March2017 are summarized below:
| || ||(Rs. In Lakhs) |
|Particulars ||2016-2017 ||2015-2016 |
|Net Sales ||1573.83 ||3595.88 |
|Less: Total Expenses ||2721.13 ||3024.05 |
|Operating Profit ||-1507.39 ||571.83 |
|Less: Interest Expenses ||360.09 ||343.73 |
|Profit Before Tax ||-1501.68 ||228.10 |
|Profit After Tax ||-1501.70 ||226.93 |
|Surplus carried forward to Balance Sheet ||-1501.70 ||226.93 |
|Basic Earnings per share (In Rs.) ||-15.86 ||2.40 |
Kindly refer to Management Discussion & Analysis and Corporate Governance Reportannexed as ANNEXURE I and III forms part of this report
There is no profit during financial year 2016-17 to the company. Board of Directors hasnot recommended dividend for the period.
The paid up equity share capital as on 31st March 2017 was Rs. 9 4676000/- divided into 94 67 600 equity shares of face value of Rs. 10/- each. There was nopublic issue rights issue bonus issue or preferential issue etc. during the year. TheCompany has not issued shares with differential voting rights sweat equity shares norhas it granted any stock options.
Full version of the Annual Report 2016-17 containing complete Balance Sheet Statementof Profit & Loss other statements and notes thereto prepared as per the requirementsof Schedule III to the Companies Act 2013 Directors' Report (including ManagementDiscussion and Analysis Corporate Governance Report) are being sent via email to allshareholders who have provided their email address(es).
Full version of Annual Report 2016-17 is also available for inspection at theregistered office of the Company during working hours upto the date of ensuing AnnualGeneral Meeting (AGM). It is also available at the Company's website at www.ribiotech.comv
The Company does not have any subsidiary within the meaning of the Companies Act 2013.
During the period under review the rating committee of BRICK after due considerationassigned a long term credit rating of [BRICK] BB+ (pronounced as BWR double B plus] to theline of credit facility enjoyed by the Company. The outlook on the long term and Shortterm rating is stable.
Particulars of remuneration of Directors / KMP / Employees
Disclosures pertaining to remuneration and other details as required under Section197(12] of the Companies Act 2013 read with Rules 5(1] of the Companies (Appointment andRemuneration of Managerial Personnel] Rules 2014 is attached to this Report as ANNEXUREIV.
The conservation of Energy and Technology Absorption. Foreign Earnings andOutgo:
Information in accordance with the provisions of Section 134 (3] (m] of the CompaniesAct 2013 read with the Companies (Accounts] Rules 2014 is given in ANNEXURE V whichforms part of this Report
In the Ninth Annual General Meeting of the Company M/s Ashok Patil & AssociatesChartered Accountants (ICAI Registration No. 122045W] were appointed as the StatutoryAuditors of the Company to hold office until the conclusion of the Fourteenth AnnualGeneral Meeting subject to ratification of the members in every Annual General Meeting.Board recommends their ratification as statutory auditors for Financial Year 2017-18.
Statutory Auditors Comments on their Report:
The Statutory Auditors have made certain. The disclaimer made by the Statutory Auditorsin the Auditors Report is as follows:
1. Point No. 4(i] of auditor's report says that : As per the information &explanations given management has sent balance confirmations to outstanding debtors dueto ongoing season confirmations are still awaited. In the absence of unavailability ofconfirmations we are unable to confirm or verify by alternative means accounts receivableincluded in the Balance Sheet at a total amount of Rs.210843295/- (before provision forbad & doubtful debts of Rs. 21084300/-] as at March 31 2017. As result of thismatter we were unable to determine whether any adjustment might have been found necessaryin respect of records receivables in the balance sheet and the corresponding elementmaking up the statement of profit and loss and cash flow statement.
Directors Comments on the Statutory Auditors Report:
The company has taken due efforts to provide confirmation of outstanding balances fromall its debtors. The management has already sent balance confirmations to the outstandingdebtors but due to ongoing reason the company could not get their confirmation well intime confirmation are still awaited and as matter of safety the company has madeprovision of 10% for doubtful debts.
As per the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed M/s Nitin S. Sharma & Associates Practising CompanySecretaries Aurangabad to undertake the Secretarial Audit of the Company for the FY2016-17. The Secretarial Audit Report in Form No MR-3 for the FY 2016-17 is annexedherewith as ANNEXURE II and forms a part of this report.
There are no qualifications or observations or other remarks mentioned by theSecretarial Auditors in their Report for the financial year 2016-17 which call for anyexplanation from the Board of Directors.
Adequacy of Internal Financial Control System
According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.
Rule 8(5)(viii) of Companies (Accounts) Rules 2014 requires the information regardingadequacy of Internal Financial Controls with reference to the financial statements to bedisclosed in the Board's report. The Company has a well placed proper and adequate IFCsystem which ensures that all assets are safeguarded and protected and that thetransactions are authorised recorded and reported correctly. The Internal Auditors are anintegral part of the internal control system of the Company. To maintain its objective andindependence the Internal Auditors report to the Audit Committee of the Board. TheInternal Auditors monitor and evaluate the efficacy and adequacy of internal controlsystems in the Company.
Director retiring by rotation:
Mr. Shashikant Shastri (holding DIN 00307652) retires by rotation under Section 152 ofthe Companies Act 2013 and being eligible offers himself for re-appointment.
The brief resume of Mr. Shashikant Shastri (holding DIN 00307652) the nature of hisexpertise in specific functional areas names of the companies in which he has helddirectorships committee memberships / chairmanships his shareholding etc. are furnishedin the explanatory statement to the notice of the ensuing AGM. v
Declaration hv Independent Directors:
Your Company has received declarations from Mr. Chandra Prakash Tripathi Mr. BalajiSingh and Mr. Anil Dharmadhikari Independent Directors under provisions of Section149(7) of the Companies Act 2013 stating that they meet the criteria of independence asprovided under sub-section (6) of Section 149 of the Companies Act 2013 Key ManagerialPersonnel
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:
Miss. Neha Agrawal -Company Secretary Mrs. Aarti Pawar -Chief Financial Officer Mr.Ravikumar Venkata Singamsetty - Manager
Mr. Ravikumar Venkata Singamsetty has been appointed as the Manager of the Company onJune 1 2016 for a period of three years.
Mr. Mitesh Gadhiya has resigned as Company Secretary and Compliance officer of theCompany on October 13 2016
Miss. Neha Dilip Agrawal has been appointed as the Compliance Officer and CompanySecretary of the Company on October 24 2016.
Extract of the Annual Return
In accordance with requirements under Section 134(3)(a) of the Companies Act 2013 thedetails forming part of the extract of the Annual Return in form MGT 9 is given inANNEXURE VI.
Company continues to adhere to better Corporate Governance true & fair practices.A detailed report is annexed as ANNEXURE I and forms part of this report.
Numher of Meetings of the Board of Directors and Committee Meetings
The details regarding the number of meetings of the Board of Directors and Committeemeetings during the period under review is given in the Corporate Governance Report.
Performance Evaluation of the Board its Committees and Individual Directors
Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations 2015 the Board in consultation with its Nomination & RemunerationCommittee has formulated a framework containing inter-alia the criteria for performanceevaluation of the entire Board of the Company its Committees and Individual Directorsincluding Independent Directors.
Management Discussion and analysis:
A detailed report on the Management Discussion and analysis is annexed as ANNEXURE IIIand forms part of this report.
Vigil Mechanism for Directors and Employees
Pursuant to the provisions of Section 177(9) and (10) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 the Company has in place a vigil mechanism forDirectors and employees of the Company.
Nomination and Remuneration Policy:
Pursuant to the requirement under Section 134(3) (e) and Section 178(3) of theCompanies Act 2013 the Nomination and Remuneration Committee of the Board of Directorshas in place a policy which deals with the manner of selection of Board of Directors andManaging Director and their remuneration. The objectives and key features of this policyare:
(a) Formulation of the criteria for determining qualifications positive attributes ofdirectors Key Managerial Personnel (KMP) and senior management personnel and alsoindependence of Independent Directors;
(b) Aligning the remuneration of Directors KMPs and senior management personnel withthe Company's financial position remuneration paid by its industry peers etc.;
(c) Performance evaluation of the Board its committees and Directors includingIndependent Directors;
(d) Ensuring Board diversity;
(e) Identifying persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down; and
(f) Directors' induction and continued training.
The Nomination and Remuneration policy of the Company is available on Company's websitewww.ribiotech.com .
Related Party Transactions:
Pursuant to Sub-Section 1 of Section 188 of the Companies Act 2013 there were norelated party transactions entered into by the Company during the financial year 2016-17.The related party disclosures as per Accounting Standard 18 issued by the Institute ofChartered Accountants of India are as mentioned in Note No. 32 of Notes to Accounts inthe Annual Report.
Particulars of Loans. Guarantees or Investments under Section 186 of theCompanies Act. 2013
There is no loan given or guarantee provided or investment made by the Company duringthe financial year 2016-17 as per Section 186 of the Companies Act 2013.
Disclosure on Audit Committee
The Audit Committee as on March 31 2017 comprises of the following IndependentDirectors:
i. Mr. Balaji Prithviraj Singh (Chairman)
ii. Mr. Chandra Prakashtripathi (Member)
iii. Mr. Anil Vasant Dharmadhikari (Member)
All the recommendations of the Audit Committee were accepted by the Board of Directors.
Risk Assessment and Management:
Your company is exposed to various business risks. These risks are driven throughexternal factors like economic environment competition regulations etc Your Company hasbeen on a continuous basis reviewing and streamlining its various operational and businessrisks involved in its business. Your Company also takes all efforts to train its manpowerfrom time to time to handle and minimise these risks.
Directors' Responsibility Statement:
Pursuant to the requirements under Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmed that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same;
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profits and loss of the Company for that period;
(c) the Directors have taken proper and sufficient care 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) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls for the Company and suchinternal financial controls are adequate and operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
Details in respect of frauds reported by auditors under Section 143 f121 ofCompanies Act.. 2013:
During the financial year ended 31st March 2017 there were no fraudsreported by the auditors to the Audit Committee or the Board under Section 143 (12) of theCompanies Act 2013.
Your Company has not accepted any deposits under Section 73 of the Companies Act 2013during the period under review.
The details of contingent liabilities are given in Note No. 36 of the Notes toFinancial Statements
Nature of Business
There has been no change in the nature of business of the Company.
The Company enjoyed cordial relations with its employees at all levels. Your Directorsappreciate the support and co-operation provided by all the employees.
Your Company's shares continue to be listed on the SME platform of BSE Limited and areactively traded. The listing fee to BSE Limited for the year 2017-18 has been paid by yourCompany.
Policy against Sexual Harassment at Workplace:
Pursuant to the provisions of Section 4(1) of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 the Company has in place anInternal Complaints' Committee. The following is a summary of sexual harassment complaintsreceived and disposed off during the year
No. of complaints received: Nil No. of complaints disposed off: NA
Code of conduct for prevention of insider trading and code of practices andprocedures for fair disclosure of unpublished price sensitive information
In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 as amended from time to time the Company has in place the Codeof Conduct for prevention of Insider Trading and code of practices and procedures for fairdisclosure of unpublished price sensitive information. The Code of Conduct is available onthe Company's Website www.ribiotech.com .
Policy for preservation of documents and archival policy:
In compliance with Regulation 9 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 as amended from time to timethe Company has in place policy for preservation of document.
Your Directors are pleased to express their gratitude for all the co-operation andassistance received from bankers members customers vendors various Governmentauthorities and employees for their support and faith in the Company.
|Date: 31st August 2017 || |
|Place: Aurangabad ||For and on Behalf of Board |
| ||Sd/- |
| ||RAGHAVENDRA JOSHI |
| ||(Chairman) |
| ||DIN: 00307124 |