The Members R T Exports Limited
Your Directors have pleasure in presenting the Thirty-seventh Annual Report on thestate of affairs of the Company together with the Audited Statement of Accounts for thefinancial year ended 31st March 2017.
1. Financial Highlights:
The financial results for the year ended 31st March 2017 are as under:
|Particulars ||For the year ended March 31 2017 ||For the year ended March 31 2016 |
|Revenue from operations & other income ||169.86 ||237.80 |
|Total expenses excluding depreciation ||152.58 ||225.28 |
|Profit for the year before providing Depreciation and Taxation ||17.17 ||12.52 |
|Less :- Provision for Depreciation ||9.56 ||11.55 |
|Profit Before Extraordinary items &Tax ||7.71 ||0.97 |
|Exceptional items: || || |
|Income tax adjustments ||1.33 ||0.00 |
|Prior period expenses ||1.93 ||0.00 |
|Add:- Extraordinary item (Loss) ||0.00 ||0.09 |
|Profit before tax ||4.44 ||1.06 |
|Less:- Provision for Taxation (Net) || || |
|- Income Tax ||1.15 ||(0.25) |
|- MAT Credit entitlement ||(1.11) ||0.00 |
|- Net Current Tax ||0.3 ||0.25 |
|- Deferred Tax(Asset)/ Liability ||1.36 ||(70.32) |
|Profit/ (Loss) after Tax ||5.76 ||71.13 |
|Add: Balance brought forward from previous year ||88.54 ||30.96 |
|Add: MAT credit entitlement of previous years ||25.41 ||0.00 |
|Less:- Due to Demerger ||0.00 ||(13.55) |
|Balance carried to Balance Sheet ||119.71 ||88.54 |
During the period under review the Company's income from sales & Services stood atRs. 16985624/- as compared to Rs.23780238/- in 2015-2016. The Profit before tax wasRs. 444023/- as against Profit of Rs. 106628/- in the previous year. The Profit aftertax was Rs. 576047/- as against profit of Rs. 7113610/- in the previous year.
Your Company is undertaking active efforts towards accelerating the growth speed and isoptimistic about better performance in the future.
Capital expenditure on tangible assets
During the year 2016-17 we have capitalized Rs.9045/-(Rupees Nine Thousand forty-fiveonly) for Plant and Machinery / Electrical Installation. In the previous year we havecapitalized Rs.144990/- (Rupees One lac Forty Four Thousand Nine
Hundred Ninety Only) for Furniture and Fixtures / Office Equipment's.
Long term borrowings of the Company stood at Rs.44049363/- at the end of theFinancial Year 2016-17. In the previous year the same stood at Rs. 43085319/-.
Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
In order to conserve the financial resources for future growth the Board of Directorsdo not recommend any payment of
Dividend for the year under review.
As per section 205-C of the Companies Act 1956 any money transferred by the Companyto the unpaid dividend account and remaining unclaimed for a period of seven years fromthe date of such transfer shall be transferred to a fund called the Investor Education andProtection Fund (Fund) set up by the Central Government. Accordingly the unpaid/unclaimeddividend for the financial year 2008-09 if any was required to be transferred to theFund in September 2016. Your Company did not have unpaid / unclaimed dividend which wasrequired to be transferred to Fund. The Ministry of Corporate Affairs (MCA) on 5 September2016 notified 7 September 2016 as the commencement date for section 124 and fewsub-sections of section 125 of the Companies Act 2013 and also notified the new InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 (IEPF Rules 2016') to come into effect from 7 September 2016 outlining thedetailed procedure for implementation regarding the Fund and Authority under the CompaniesAct 2013. Unpaid/unclaimed dividend for 2009-10 shall become due for transfer to the Fundin August 2017.Under section 124(6) of the Companies Act 2013 as amended there is afurther provision that all shares in respect of which dividend has not been paid orclaimed for seven consecutive years or more shall be transferred by the Company in thename of IEPF.
Since no such dividend remained unpaid or unclaimed for such period in the company thesame is not applicable to the company. No dividend is lying in unpaid dividend accountwhich remains unclaimed for seven years from the date it is lying in the unpaid dividendaccount to be transferred to IEPF.
Transfer to Reserves:
Company proposes to transfer Rs. 576047/-(Net Profit of the Company) to GeneralReserve
We have not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as of the
Balance Sheet date.
Contracts or arrangements with related parties under Section 188(1) of the CompaniesAct 2013
With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year which were in the ordinary course of business and on an arm'slength basis. The Company has formulated a policy on materiality of Related PartyTransactions and dealing with Related Party Transactions which has been uploaded on theCompany's website http://www.rtexports.com. During the year the company had not enteredinto any new contract or arrangement with related parties which could be consideredmaterial' (i.e. transactions exceeding ten percent of the annual consolidatedturnover as per the last audited financial statements entered into individually or takentogether with previous transactions during the financial year) according to the policy ofthe Company on materiality of Related Party Transactions. However a subsistingtransaction coming under the ambit ofmaterialrelatedpartytransactionasdefinedunder theSEBI(LODR) Regulations 2015 has been approved by the members at the Annual GeneralMeeting held on 15th July 2014 where related parties did not participate in voting andother conditions thereon are duly met with. The particulars of related party transactionsin prescribed Form AOC - 2 are attached as Annexure 1 to the Board's report.
Material changes and commitments affecting financial position between the end of thefinancial year and date of report De-merger of the Company:
Vide Order dated 10th April 2015 Hon'ble High Court Bombay has sanctioned the Schemeof De-merger of warehousing business of R.T. Exports Ltd. The Resulting Company AsianWarehousing Pvt. Ltd. will carry on the business of warehousing. The Company was in theprocess of complying with the terms and conditions of the said Order and to get the sharesof the Resultant Company listed in BSE Ltd.
(i) One shareholder of the company has filed a Company Application before the Hon'bleHigh Court Bombay(Company Application) seeking inter aliato set aside the De-mergerOrder dated 10th April 2015 issued by the High Court Bombay. The Hon'ble Courthaveinter alia allowed the following prayer of the said Company application whichreads:
That pending hearing and final disposal of this Application the Transferor Companyi.e. R.T. Exports Ltd. ("RT Exports" or Company") and Asian WarehousingCompany Private Limited ("Asian Warehousing") be restrained by an order andinjunction of this Hon'ble Court from in any manner in implementing the Scheme ofArrangement / Demerger Scheme.
The matter is pending for further hearing.
(ii) Requisitioned Meeting of shareholders:
Company had received a requisition from Harmony Holdings Ltd. one of the shareholdersof the Company to convene an extra-ordinary general meeting (EGM) of the shareholders ofthe Company. Accordingly Company held EGM on 16th December 2016.
(iii) Company Petition filed before Hon'ble NCLT Mumbai Bench against the Company:
On receipt of notice convening the requisitioned extra-ordinary general meeting therequisitionist Harmony Holdings
Ltd. has filed a Company Petition before the Hon'ble National Company Law TribunalMumbai Bench(NCLT) against the Company seeking various reliefs therein. The Hon. NCLTallowed the Company to hold the meeting as scheduled but outcome being subject to furtherOrders of the Hon. NCLT. The matter is pending before the Hon. NCLT
Variation in market capitalization
| ||As at March 31 2017 ||As at March 31 2016 ||Increase /(decrease) in % |
|Market capitalization ||46379760 ||73754280 ||(37.12%) |
In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as Listing Regulations') and Section 136 of theCompanies Act 2013 read with Rule 10 of the Companies (Accounts) Rules2014 full versionof the Annual Report for the financial year 2016-17 is being sent to all shareholders whohave not registered their email address(es) for the purpose of receiving documents/communication from the Company in electronic mode. Full version of the Annual Report2016-17 containing complete Balance Sheet Statement of Profit & Loss otherstatements and notes thereto prepared as per the requirements of Schedule III to theCompanies Act 2013 Directors' Report (including Management Discussion and Analysis andCorporate Governance Report) is being sent via email to all shareholders who have providedtheir email address(es).Full version of Annual Report 2016-17 is also available forinspection at the registered office of the Company during working hours up to the date ofensuing Annual General Meeting (AGM). It is also available at the Company`s website atwww.rtexports.com.
Consolidated Financial Statements
Accounting Standard 21 on Consolidated Financial Statements is not applicable to theCompany for the financial year 2016-17.
Management's Discussion and Analysis:
In terms of the Regulation 34 (2) (e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management's Discussion and Analysis is set out inthis Annual Report.
2. Business Strategy
Our strategic objective is to build a sustainable organization that remains relevant tothe agenda of our clients while generating profitable growth for our investors.
Operations and Business Performance
Kindly refer to Management Discussion & Analysis and Corporate Governance Reportwhich forms part of Annual report.
R. T. Exports Ltd. does not have subsidiaries as on 31st March 2017. However astatement in the prescribed format AOC1 is appended as Annexure 2 to the Board's report.
3. Human Resources Management:
To ensure good human resources management at R.T. Exports Ltd. we focus on all aspectsof the employee life cycle. This provides a holistic experience for the employee as well.During their tenure at the Companyemployees are motivated through variousskill-developmentengagement and volunteering programs. All the while we create effectivedialogs through our communication channels to ensure that the feedback reach the relevantteams including the leadership. Interactions with the leadership continue through emailface -to face interactions.
Particulars of remuneration of Directors/ KMP/ Employees
The table containing the names and other particulars of employees in accordance withthe provisions of section 197(12) of the Companies Act 2013 Read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure 3a' to the Boards Report.
A statement containing the names of every employee employed throughout the financialyear and in receipt of remuneration of Rs.1 Crore 2 Lakhs or more or employed for part ofthe year and in receipt of Rs.8 Lakh 50 Thousand per a month under Rule 5(2)of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosedas Annexure 3b to the Board Report.
4. Corporate Governance
At R.T.Exports Ltd. we ensure that we evolve and follow the Corporate Governanceguidelines and best practices sincerely to not just boost long-term shareholder value butto also respect minority rights. Corporate Governance is an ethically driven businessprocess that is committed to values aimed at enhancing the organization's brand andreputation. This is ensured by taking ethical businessdecisionsandconductingbusinesswithafirmcommitment to values while meeting stakeholdersexpectations. We believe that it is imperative for us to manage our business affairs inthe most fair and transparent manner with a firm commitment to our values. Our CorporateGovernance framework is a reflection of our culture our policies our relationship withstakeholders and our commitment to values.
Accordingly we always seek to ensure that our performance is driven by integrity. Thisis vital to gain and retain the trust of our stakeholders.
R.T.Exports Ltd.'s philosophy of Corporate Governance is founded on the pillars offairness accountability disclosures and transparency. These pillars have been stronglycemented which is reflected in your Company's business practices and work culture. Thesound governance processes and systems guide the Company on its journey towards continuedsuccess. The practice of responsible governance has enabled your Company to achievesustainable growth while meeting the aspirations of its stakeholder's and societalexpectations.
Your Company is committed to sound principles of Corporate Governance with respect toall of its procedures policies and practices. The governance processes and systems arecontinuously reviewed to ensure highest ethical and responsible standards being practicedby your Company. Comprehensive disclosures structured accountability in exercise ofpowers adhering to best practices and commitment to compliance with regulations andstatutes in letter as well as spirit have enabled your Company to enhance shareholdervalue. In fact this has become an integral part of the way the business is done.
Our Corporate Governance framework ensures effective engagement with our stakeholdersand helps us evolve with changing times.
The Securities and Exchange Board of India (SEBI) notified the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 videnotification dated 02nd September 2015 to bring in additional corporate governance normsfor listed entities. These norms provide for stricter disclosures and protection ofinvestor rights including equitable treatment for minority and foreign shareholders.
We believe that an active well-informed and independent Board is necessary to ensurethe highest standards of Corporate Governance. It is well-recognized that an effectiveBoard is a pre-requisite for strong and effective Corporate Governance. At R T Exportsthe Board of Directors (the Board') is at the core of our Corporate Governancepractice and oversees how the Management serves and protects the long-term interests ofour stakeholders.
Our governance framework ensures that we make timely disclosures and share accurateinformation regarding our financials and performance as well as the leadership andgovernance of the Company.
We comply with Securities and Exchange Board of India (SEBI)'s guidelines on CorporateGovernance. We have documented our internal policies on Corporate Governance.
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of listing agreement for different segments ofcapital markets to ensure better enforceability. The said regulations were effective fromDecember 01 2015. Accordingly all listed entities are required to enter into the freshlisting agreement within six months from the effective date. The Company entered listingagreement with BSE Limited during February 2016.
Composition of the Board
As on March 31 2017 R.T. Exports' Board consists of 6 Members. Besides the Chairmanan Executive Promoter Director the Board comprises one more Executive Director oneNon-Executive non-promoter woman Director and three Non-Executive Independent Directors.The composition of the Board is in conformity with the Listing Regulations enjoiningspecified combination of Executive and Non-Executive Directors with at least one WomanDirector with not less than fifty percent of the Board comprising of Non-ExecutiveDirectors and at least one-half of the Board comprising of Independent Directors for aBoard Chaired by Executive Promoter Director.
Mr. Sheetal Sanat Mehta was appointed as an Additional Director by the Board on 14thNovember 2016 in the category of Non-Executive Independent Director subject to theapproval of members. On receiving approval of members pursuant to Section 149 152 andother applicable provisions of the Companies Act 2013 SEBI (LODR) Regulations 2015 andother applicable provisions if any Mr. Sheetal Sanat Mehta shall hold office notsubject to retirement by rotation for a term of five consecutive years commencing fromthe date of his appointment till 13th November 2021. A brief resume of Mr.Sheetal SanatMehta the nature of his expertise in specific functional areas names of companies inwhich he has held Directorships Committee Memberships/ Chairmanships his shareholdingsetc. are furnished in the explanatory statement to the notice of the ensuing AGM. Hisbrief C.V. is given below too.
Mr. Sheetal Sanat Mehta (DIN: 00325672) was born on 22nd October 1959. He is a Sciencegraduate. He is serving on the Boards of following other companies:
1) Geap International (India) Pvt. Ltd.
2) Waveports Communications Pvt. Ltd
None of the Directors of the Company are related inter-se to Mr. Sheetal Sanat Mehtainterms of Section 2(77) of the Companies Act 2013 including Rules thereunder.
Your Company has received a notice in writing under the provisions of Section 160 ofthe Companies Act 2013 from a member along with a deposit of Rs. 100000/- proposingthe candidature of Ms. Sheetal Sanat Mehta for the office of
Non- executive independent Director to be appointed as such under the provisions ofSection 149 of the Companies Act 2013.
Shareholding in the Company:
Mr. Sheetal Sanat Mehta does not hold any equity shares of the Company.
Key Managerial Personnel
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:
Mr. Rashmi C Bhimjyani: Chairman and Managing Director
Mr. Bhavik R. Bhimjyani: Director and Chief Finance Officer
Mr. Rajeshkumar C. Pillai: Company Secretary and Compliance Officer
During the year there was no change (appointment or cessation) in the office of KMP.
Number of Meetings of the Board
During the Financial Year 2016-17 6 (six) number of Board Meetings were held. Fordetails thereof kindly refer to the section `Board of Directors- Number of BoardMeetings' 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 the Board in consultation with its Nomination & Remuneration Committeehas formulated a framework containing inter-alia the criteria for performance evaluationof the entire Board of the Company its Committees and individual Directors includingIndependent Directors. A structured questionnaire covering various aspects of thefunctioning of the Board and its Committee such as adequacy of the constitution andcomposition of the Board and its Committees matters addressed in the Board and Committeemeetings processes followed at the meeting Board`s focus regulatory compliances andCorporate Governance etc. is in place. Similarly for evaluation of individualDirector's performance the questionnaire covering various aspects like his /her profilecontribution in Board and Committee meetingsexecution and performance of specificdutiesobligationsregulatory compliances and governance etc. is also in place. Board membershad submitted their response for valuating the entire Board respective committees ofwhich they are members and of their peer Board members including Chairman of the Board.The Independent Directors had met separately on February14 2017without the presence ofNon-Independent Directors and the members of management and discussed inter-aliatheperformance of Non-Independent Directors and Board as a whole and the performance of theChairman of the Company. The performance evaluation of all the Independent Directors havebeen done by the entire Board excluding the Director being evaluated. On the basis ofperformance evaluation done by the Board it shall be determined whether to extend orcontinue their term of appointment whenever the respective term expires. The Directorsexpressed their satisfaction with the evaluation process.
Committees of Board
Currently the Board has Three Committees: the Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee.
A detailed note on the Board and its Committees is provided under the CorporateGovernance Report section in this Annual Report. The Composition of the Committees andCompliances as per the applicable provisions of the Act and Rules are as follows:
i) Audit Committee:
The Committee met four times during the financial year the details of which are givenin the Corporate Governance
Report that forms part of this Annual Report. As of the date of this report theCommittee is comprised of Mr. Zahurahmed Fakir (Chairperson) Mr. Yogesh Thakkar and Mr.Bhavik Bhimjyani as the other member. The primary objective of the
Committee is to monitor and provide effective supervision of the Management's financialreporting process to ensure accurate and timely disclosures with the highest levels oftransparency integrity and quality of financial reporting.
The SEBI (LODR) Regulation 2015 and The Companies (Meeting of Boards and Powers) SecondAmendment Rules 2015 mandates to refer all the related party transaction to the AuditCommittee and to design the RPT policies. As per requirement of SEBI (LODR) Regulation2015 the Company has formulated Policy on Materiality of RPTs and dealing with RPTs whichis available on our website http://www.rtexports.com/Corporate_Governance_policies.htmlAll recommendations of Audit Committee were accepted by the Board of Directors.
ii) Nomination & Remuneration Committee:
Nomination and Remuneration Committee comprises of three members viz. Mr. ZahurahmedFakir (Chairperson) Mr. Yogesh Thakkar and Mr. Rashmi Bhimjyani as the other members. Allthe recommendations made by the Nomination & Remuneration Committee relating toremuneration & compensation of Executive Directors & Senior Management wereaccepted by the Board. The Nomination and Remuneration Committee has framed the Nominationand Remuneration Policy in accordance with the requirement of SEBI (LODR) Regulation2015 which is available on our websitehttp://www.rtexports.com/Corporate_Governance_policies.html
iii) Stakeholders Relationship Committee:
Stakeholders Relationship have been cordial during the year except that of oneshareholder. As a part of the compliance the Stakeholders Relationship Committee isdealing with the issues relating to investors. There were no investor grievances pendingas on 31stMarch2017.Aconfirmation to this effect has been received from the Company'sRegistrar and Share Transfer Agent.
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 statement in terms ofsection 134 (3) (c) of the Companies Act 2013:
i) That in the preparation of the Annual Accounts for the financial year ended 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year ended on that date;
iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities;
iv) The Annual Accounts have been prepared on a going concern' basis;
v) The Directors had laid down internal financial controls which are adequate and areoperating effectively; and
vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandated toformulate certain policies for all listed entities. Policies adopted by the Company areavailable on our website http://www.rtexports.com/Corporate_ Governance_policies.html. Thepolicies are reviewed periodically by the Board and updated based on need and newcompliance requirement. In addition to its code of conduct and ethics key policies thathave been adopted by the Board are as follows:
i) Policy on materiality of and dealing with related party transactions:
The Company has adopted policy upon the recommendation of the Audit Committee and thesaid Policy includes the materiality threshold and the manner of dealing with RelatedParty Transactions ("Policy") in compliance with the requirements of Section 188of the Companies Act 2013 and Regulation 23 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. The policy regulates all transactions between the companyand its related parties. The said policy is available on our websitehttp://www.rtexports.com/Corporate_Governance_policies.html.
ii) Archival Policy:
This policy deals with the retention and archival of such events or information whichhas been disclosed to stock exchange under Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.The said policy is alsoavailable on our website http://www.rtexports.com/Corporate_Governance policies. html.
iii) Whistle-Blower Policy (vigil mechanism):
The Company has adopted the whistle Blower mechanism for all stakeholdersincluding individual employees and their representative bodies to report to theManagement instances of unethical behaviour actual or suspected fraud or violation ofthe Company's Codesor CG Policies. The said policy is also available on ourwebsitehttp://www. rtexports.com/Corporate Governance policies.html.
iv) Policy for preservation of documents:
This Policy contains guidelines for identifying Documents (defined later) that need tobe maintained the period of preservation of such Documents and its destruction/disposal.This Policy aims to provide efficient and systematic control on the periodicity anddestruction of business related Documents. The said policy is also available onourwebsitehttp://www.rtexports.com/Corporate_Governance_policies.html
v) Remuneration policy:
The remuneration policy supports the design of programs that align executive rewards including incentive programs retirement benefit programs promotion andadvancement opportunities with the long-term success of our stakeholders and also thecriteria for determining the remuneration of the Directors Key Managerial Personnel. Thesaid policy is also available on ourwebsitehttp://www.rtexports.com/Corporate_Governance_policies.html
Auditors Certificate on Corporate Governance
As required by SEBI (LODR) Regulation 2015 Auditors Certificate on CorporateGovernance is enclosed as Annexure 4 to the Board's Report.
5. Statutory Auditors
At the Annual General Meeting held on July 15 2014 M/s. Ramesh M.Sheth&Associates Chartered Accountants( Firm Registration No.111883W) were appointed asstatutory auditors of the Company to hold office till the conclusion of the Annual GeneralMeeting to be held in the calendar year 2019. In terms of the first proviso to Section 139of the Companies Act 2013 the appointment of statutory auditors shall be placed forratification at every Annual General
Meeting. However Company has received a letter from M/s Ramesh M. Sheth &Associates stating that they are unable to devote sufficient time to the Company due topre-occupation and therefore their appointment need not be ratified in the forthcomingAnnual General Meeting. Further Company has received a Special Notice from a memberproposing the name of M/s Pathak H.D & Associates Chartered Accountants (FirmRegistration No.107783W)to the office of Statutory Auditors of the Company to hold officefrom the conclusion of 37th Annual General Meeting to the conclusion of 42nd AnnualGeneral Meeting. Accordingly the appointment of M/s Pathak H.D & Associates
Chartered Accountants (Firm Registration No.107783W) to the office of StatutoryAuditors of the Company is placed for the consideration of the shareholders. In thisregard the Company has received a certificate from M/s Pathak H.D
& Associates to the effect that if they are appointed it would be in accordancewith the compliance of provisions of Section 141 of the Companies Act 2013.
Rachana Patel Practicing Company Secretary was appointed to conduct the secretarialaudit of the Company for the financial year 2016-17 as required under Section 204 of theCompanies Act 2013 and Rules thereunder. The
Secretarial Audit Report for FY 2016-17 forms part of the Annual Report as Annexure 5tothe Board's Report.
Details in respect of frauds reported by Auditors other than those which are reportableto the Central Government
The Statutory Auditors or Secretarial Auditors of the Company have not reported anyfrauds to the Audit Committee or to the Board of Directors under Section 143(12) of theCompanies Act 2013 including the Rules made thereunder.
Nature of business
There has been no change in the nature of business of the Company during the year underreport.
Capital Structure and Listing of Shares
The Company's shares are listed on the BSE Limited (BSE). There is no change in thecapital structure of the Company during the year under report.
Disclosure under Sexual Harassment of Women at the Workplace (Prevention Prohibition&Redressal) Act 2013
At R. T. Exports all employees are of equal value. There is no discrimination betweenindividuals at any point on the basis of race colour gender religion politicalopinion national extraction social origin sexual orientation or age.
At R.T.Exports every individual is expected to treat his/her colleagues with respectand dignity. This is enshrined in values and in the Code of Ethics & Conduct of R. T.Exports. The Vigil Committee (Whistle-Blower & Protection Policy) provides platform toall employees for reporting unethical business practices at workplace without the fear ofreprisal and help in eliminating any kind of misconduct in the system. The policy alsoincludes misconduct with respect to discrimination or sexual harassment. The Company alsohas in place `Prevention of Sexual Harassment Policy`. This Anti-Sexual Harassment policyof the Company is in line with the requirements of The Sexual Harassment of Women at theWorkplace (PreventionProhibition & Redressal) Act 2013. All employees(permanentcontractual temporary and trainees) are covered under this policy. An InternalComplaints Committee (ICC) is in place to redress complaints received regarding sexualharassment.
The following is a summary of sexual harassment complaints received and disposed offduring the year: No. of complaints received: Nil No. of complaints disposed off : NA
Significant and material orders
1) Vide Order dated 10th April 2015 High Court Bombay sanctioned the Scheme ofDe-merger of the warehousing business of the Company. The Company implemented the saidScheme based on the Hon'ble High Court's
Order. However one shareholder has filed a Company Application before the Hon. HighCourt Bombay seeking various reliefs inter alia to set aside the De-merger Order passedby the Hon. Court on 10th April 2015. The Hon. High Court Bombay by an ad-interim Orderallowed the following prayer sought by the applicant:
That pending hearing and final disposal of this Application the transferor companyi.e. R. T. Exports Ltd.
("R.T.Exports" or "Company") and Asian Warehousing Pvt. Ltd.("Asian Warehousing") be restrained by an Order and injunction of this Hon'bleCourt from in any manner in implementing the Scheme of Arrangement / De mergerScheme.
Therefore your Company has not done further implementation of the Scheme. The matteris pending for hearing. Company has disseminated the above information as required underthe SEBI (LODR) Regulations.
2) One shareholder has filed a Company Petition before Hon'ble NCLT Mumbai Benchagainst the Company seeking various reliefs therein. The Hon. NCLT allowed the Company tohold the requisitioned meeting as scheduled but outcome being subject to further ordersof the Hon. NCLT. The matter is pending before the Hon. NCLT.
The Company maintained healthy cordial andharmoniousindustrialrelationsatalllevels.Therearenosignificantand material Orders passedby the Regulators or Courts or Tribunals impacting the going concern status and Company'soperations in future.
Extract of Annual Return
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as Annexure 6to the Board's Report.
Internal financial control and its adequacy
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
6. Corporate Social Responsibility (CSR):
Threshold levels for CSR coverage are prescribed. Since your Company does not fallunder the category provided therein no Corporate Social Responsibility Committee has beenformed by the Board. Once CSR becomes applicable to the Company CSR Committee will beformed and Policy will be adopted by the Company.
Conservation of energy research and development technology absorption foreignexchange earnings and outgo:
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is as follows:
A. Conservation of energy:
The requirement for disclosure of particulars with respect to conservation of energy isnot applicable to agro export of the Company.
B. Technology absorption: i) Efforts made towards technology absorption:
The Company has limited scope in technology adoption and therefore not acquired newtechnology during the year.
ii) Benefit to be derived as a result of the above:
iii) Research & Development:
Your Company is in to trading and export of agri commodities and there is very limitedscope for Research and Development (R&D). The Company has not incurred any expenses onR&D during the year.
C. Foreign exchange earning & outgo:
a) Foreign Exchange Earned (on FOB basis) : Rs. Nil
7. Acknowledgement :
Yours Directors place on record their appreciation for the support and co-operationextended to the Company by Banks Government authorities Customers during the year underreview. The Directors would also like to thank the employees for their continued supportand contribution in ensuring all round performance.
| ||For and on behalf of the Board of Directors |
| ||Mr. Rashmi C. Bhimjyani |
| ||Chairman and Managing Director |
| ||DIN: 00207941 |
|Place: Mumbai || |
|Date: 1st September 2017 || |