RadhaMadhav Corporation Limited
Your Directors have pleasure in presenting to you the Fifteenth(15th)Annual Report ofthe Company and the Audited Financial Statement for the year ended 31st March 2019.
A) COMPANY PERFORMANCE
1. Financial Highlights:
The Company's performance during the year ended 31st March 2019 as compared to theprevious year is summarized below:
| || || |
(Rs. in millions)
| ||31st March 2019 ||31st March 2019 ||Growth % |
|Income from operations || || || |
|(a) Revenue from operations ||5336.11 ||2177.59 || |
|(b) Other Income ||36.23 ||2.15 || |
|Total income from operations (net) ||5372.34 ||2179.74 ||146.47 |
|Gross Profit (Loss) before ||1672.79 ||116.95 || |
|Depreciation Finance cost & Tax || || || |
|Less: Finance cost ||- ||- || |
|Less: Depreciation & amortization expense ||14.31 ||13.90 || |
|Profit before tax ||1658.48 ||103.05 ||1509.39 |
|Add/(Less)Exceptional Items ||(715.18) ||- || |
|Less: Tax expenses ||- ||- || |
|Profit /(Loss) after tax ||943.30 ||103.05 ||815.38 |
|Other Comprehensive income ||04.10 ||00.40 || |
|Total Comprehensive income for the year ||947.40 ||103.45 || |
|Earnings Per Share (EPS) || || || |
|(a) Basic ||10.93 ||1.48 ||638.51 |
|(b) Diluted ||10.93 ||1.48 ||638.51 |
2. Operation and state of affairs of the company:
i. The Total Income of the company for the financial year under review has beenincreased from Rs. 2179.74 millions in FY 2017-18 to Rs.5372.34 millions in FY 2018-19.
ii. Net revenue from operations has increased by 146.47% from Rs. 2179.74million to Rs. 5372.34 million.
iii. Net Profit for the year increased by 815.38% from Rs. 103.05 million toRs. 943.50 million.
iv. Earnings per share have increased by 638.51% from Rs. 1.48 per share to Rs. 10.93per share
The Company does not have any subsidiary.
The Company has no associates Company.
No Dividend was declared for the current financial year due to conservation of Profitsby the Company.
6. Transfer to Reserves:
No amount was transferred to the reserves during the financial year ended 31st March2019.
7. Fixed Deposits:
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 (the Act) and the Companies (Acceptance of Deposits) Rules 2014.
B) DISCLOSURE UNDER COMPANIES ACT 2013
1. Energy Technology & Foreign Exchange:
The particulars as required under the provision of Section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofConservation of Energy Technology absorption and Foreign Exchange Earnings and Outgo etc.are furnished below:
Conservation of energy:
|Steps taken or impact on conservation of energy ||Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring improvement in batch cycle time and improved operations. |
|Steps taken or impact on conservation of energy ||None |
|Capital investment on energy conservation equipments ||Nil |
|Technology absorption: || |
|Efforts made towards technology absorption ||New technology absorption efforts are being made on continuous basis. |
|Benefits derived like product improvement cost reduction product development or import substitution ||Product output Improvement. |
|In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) || |
|Details of technology imported ||NA |
|Year of import ||NA |
|Whether the technology is fully absorbed ||NA |
|If not fully absorbed ar eas where absorption has not taken place and the reasons thereof ||NA |
|Expenditur e incurred on Research and Development ||NIL |
Foreign exchange earnings and Outgo:
|Particulars ||31.03.2019 ||31.03.2018 |
|Actual Foreign Exchange earning ||NIL ||NIL |
|Actual Foreign Exchange Outgo ||NIL ||0.11 |
2. Extract of Annual Return:
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2019 made under theprovisions of Section 92(3) of the Act is attached as per Annexure-I which form a part ofthis report.
3. Change in the Share Capital:
During the year under review the Company by passing Ordinary Resolution inExtraordinary General Meeting held on 03rd May 2018 has increased its Authorised Capitalfrom Rs. 89 Crore to 114 Crores. There is no change in paid up share capital of theCompany during the year under review.
4. Board Meetings:
The Board meets at regular intervals to discuss and decide on the Company / businesspolicy and strategy apart from other Board business. During the financial year underreview the Board of Directors met 7 (Seven)times. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013.
The details of the Board of meetings and the attendance of the Directors were providedin the Corporate Governance Report.
5. Audit Committee
Audit Committee of the Board has been constituted as per Section 177 of the CompaniesAct 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules 2014 andread with Regulation 18 of the Listing Regulations.
Presently the Audit Committee consists of three Independent directors having Mr.Sheokumar M. Tripathi as a Chairman Mr. Mitesh K. Patel and Mr. Jatin G. Patel as aMembers of the Committee.
6. Nomination and Remuneration Committee:
In adherence of section 178(1) of the Companies Act 2013 the Board of Directors ofthe Company approved a policy on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided u/s 178(3) based on the recommendations of the Nomination andRemuneration Committee. The broad parameters covered under the Policy are CompanyPhilosophy Guiding Principles Nomination of Directors Remuneration of DirectorsNomination and Remuneration of the Key Managerial Personnel (other than Managing /Whole-time Directors) Key-Executives and Senior Management and the Remuneration of OtherEmployees.
The Nomination and Remuneration Committee consists of Mr. Sheokumar M. Tripathi as aChairman Mr. Mitesh K. Patel and Mr. Jatin G. Patel as a Members of the Committee.
7. Stakeholders Relationship Committee:
The Company has constituted Stakeholders Relationship Committee under the provisions ofSection 178 of the Companies Act 2013. The Stakeholders Relationship Committee comprisesof three Independent directors having Mr. Sheokumar M. Tripathi as a Chairman Mr. MiteshK. Patel and Mr. Jatin G. Patel as a Members of the Committee.
8. Board Independent:
The definition of Independence of Directors is derived from Regulation 16 of SEBI(LODR) Regulations 2015 and Section 149(6) of the Companies Act 2013. Based on theconfirmation/disclosures received from the Independent Directors and on evaluation of therelationships disclosed the following Non-Executive Directors are Independent in terms ofRegulation 16 of SEBI (LODR) Regulations 2015 and Section 149(6) of the Companies Act2013:
i. Mrs. Noopur Niteshwar Mishra
ii. Mr. Sheokumar Musafir Tripathi
iii. Mr. Mitesh Kantilal Patel
Iv. Mr. Dayanand Kanjibhai Manju (upto 08th August 2019)
v. Mr. Jatin Gajubhai Patel
In compliance with Schedule IV of the Companies Act 2013 and Rules thereunder theIndependent Directors met on 30th March 2019 and discussed issues as prescribed under theschedule IV of the Companies Act 2013 and also discussed various other issues.
9. Annual Evaluation of Directors Committee and Board:
Provision of the Regulation 17 of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 mandates that the Board shall monitor and review theBoard evaluation framework. The Schedule IV of the Companies Act 2013 states that theperformance evaluation of the Independence Director shall be done by the entire Board ofDirectors excluding the directors being evaluated.
The Board at its meeting held on 30th March 2019 has carried out an annual evaluationof its own performance Committee and Individual Directors pursuant to the provisions ofthe Act and the corporate governance requirements as prescribed under SEBI (LODR)Regulations 2015.
The performance of the Board and Committee was evaluated by the Board with the help ofinputs received from all the Directors and the Committee members on the basis of thecriteria such as the Board composition and structure effectiveness of Board processesinformation and functioning etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual director to the Board and Committee meetings like ability to contribute andmonitor our corporate governance practice meaningful and constructive contribution in theissues discussed in meetings etc. In addition the Chairman was also evaluated on the keyaspects of his role.
In separate meeting of Independent Directors performance of non-independent directorsperformance of the Board as a whole and performance of the Chairman was evaluated takinginto account the views others non-executive directors. The same was discussed in the Boardmeeting that followed the meeting of the Independent Directors at which the performanceof the Board its committee and individual directors was also discussed. Performanceevaluation of Independent directors was done by the entire board excluding theindependent directors being evaluated.
The Board was overall of the opinion that the Independent Directors have contributedthrough the process of Board and Committee meetings of which they are members in aneffective manner as per their expertise in their field and needs of the organization. Thesuggestions and contributions of the independent directors in the working of theboard/committee were satisfactory and the value addition made by such independentdirectors individually and as a team is commendable.
10. Nomination and Remuneration Policy (NRP)
The NRP of the Company for Directors Key Managerial Personnel (kmp) and SeniorManagement Personnel was revised by Board of Directors at their meeting held on 30th March2019 based on recommendation of nomination and remuneration committee and the same ishosted on the website of the company at the following weblink:http://rmclindia.co.in/investors.html.
11. Comments on Auditors Report:
I Explanation on statutory auditors report: observations of statutory auditors onaccount for the year ended 31st march 2019: in regular course of business receivables arebeing realised. we are confident that we shall be able to recover the same. since companyhas more than 75 depot and more than 4500 franchised shops it is not practical to verifythe stocks physically. company relies on its portal and depot staff/franchise staff forphysical verification of inventory discrepancy if any has been accounted for in thebooks.
ii. Explanation on secretarial auditors report:
Provision of section 204 read with section 134(3) of the companies act 2013 mandatesto obtain secretarial audit report from practising company secretary. Mr. Vipul BhedaCompany Secretary had been appointed to conduct secretarial audit report for the financialyear 2018-19.
Secretarial audit report issued by Mr. Vipul Bheda Company Secretary in form MR-3 (asper Annexure-ii) and as per the format issued by security Exchange Board Of India (SEBI)vide SEBI circular no. CIR/CFD/CMD1/27/2019 dated 08th February 2019 (as perAnnexure-iii) for the financial year 2018-19 forms part to this report.
There are no qualifications reservations or adverse remarks made by secretarialauditors in their report.
12.Related Party Transaction:
All the related party transactions are entered on arm's length basis and were in theordinary course of business. all the related party transactions were placed before theaudit committee and the board of directors for their approval. the audit committee hasgranted omnibus approval for related party transactions as per provisions of the companiesact 2013 and the SEBI (LODR) regulations 2015. there are no materially significantrelated party transactions entered into by the company with promoters directors or keymanagerial personnel etc. which may have potential conflict with the interest of thecompany at large.
The particulars of contracts or arrangements with related parties referred to insection 188(1) read with rule 15 of the companies (meetings of board and its powers)rules 2014 is appended to this report in prescribed form AOC-2 as per Annexure-iv.
The related party transaction policy as approved by the board at their meeting held on30th March 2019 is uploaded on the company's web site at the following web link:http://rmclindia.co.in/investors.html.
13.Disclosure under section 134(3)(l) of the Companies Act 2013:
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the company's financial position have occurred between the end of thefinancial year of the company and date of this report.
14.Vigil Mechanism Policy for the Directors and Employees:
The board of directors of the company has pursuant to the provisions of the section177(9) of the companies act 2013 read with rule 7 of the companies (meetings and itspowers) rules 2014 framed vigil mechanism for directors and employees of the company toprovide a mechanism which ensures adequate safeguards to employees and directors from anyvictimization on arising of concerns of any violations of legal or regulatoryrequirements incorrect or misrepresentation of any financial statements and reportsetc.
The employees of the Company have the right/option to report their concern/grievance tothe CFO or to the Chairman of the Audit Committee. Protected disclosures can be made by awhistle blower through an e-mail or dedicated telephone line or a letter to the CFO or tothe Chairman of the Audit Committee.
The Company is committed to adhered to the highest standards of ethical moral andlegal conducts of business operations.
Report on Corporate Governance and Certificate of Auditors of your Company regardingcompliance of the conditions of Corporate Governance as Stipulated in regulation 17 to 27and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI (LODR) Regulations2015 are enclosed as a separate section and a part of this report in Annexure-V.
16.Particulars of Loans Guarantees or Investments:
During the year under review the Company has not advanced any loans/ given guarantees/made investments.
17.Disclosure of order passed by regulators or court or tribunals:
There have been no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and Company's operations. Howevermembers' attention is drawn to the note on Going Concern Statement on ContingentLiabilities and Commitments in the notes forming part of the Financial Statements.
18.Disclosure under Section 43(a)(ii) of the Companies Act 2013:
The Company has not issued any shares with differential rights and hence no informationis provided as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and shares with differential rights Debenture) Rules 2014.
19.Disclosure under Section 54(1)(d) of the Companies Act 2013:
The Company has not issued any sweet equity shares during the year under review andhence no information as per provision of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.
20.Disclosure under Section 62(1)(b) of the Companies Act 2013:
The Company has not issued any equity shares under Employee Stock Option Scheme duringthe year under review and hence no information is provided as per provision of Section62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014.
21.Disclosure under Section 62(1)(c) of the Companies Act 2013:
The Company in its Board Meeting held on 29th June 2018 has allotted 19175000warrants amounting to Rs. 556075000/- to promoters and non-promoters.
22.Disclosure under Section 67(3) of the Companies Act 2013:
During the year under the review there were no instances of non-exercising of votingright in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debenture)Rules 2014 is furnished.
A) CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:
The Company has constituted a Corporate Social Responsibility (CSR) Committee incompliance with Section 135 of the Companies Act 2013. On the recommendation of the CSRcommittee the Board has approved the CSR policy of the Company which is published on theCompany's website.
The Corporate Social Committee comprise of three Independent directors having Mr.Sheokumar M. Tripathi as a Chairman Mr. Mitesh K. Patel and Mr. Jatin G. Patel as aMembers of the Committee.
The Company has spent Rs. 3.90 millions during the financial year 2018-19 other thanconstruction/acquisition activities.
B) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The company conducts the Familiarisation program when new Director(s) is/are appointedduring the year. The Program aims to provide insights into the Company to enable theIndependent Directors to understand its business in depth to familiarize them with theprocess business and functionaries of the Company and to assist them in performing theirrole as Independent Directors of the Company. The Company's Policy of conducting theFamiliarisation Program has been disclosed on the website of the Company atwww.rmclindia.co.in.
C) CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted revised Insider Trading Policy in their meeting heldon 30thMarch 2019 in compliance with the requirement of the SEBI (Prohibition of InsiderTrading) Regulations 2015 as amended from time to time. The insider trading policy of theCompany lays down guidelines and procedures to be followed and disclosures to be madewhile dealing with the shares of the Company. The policy has been formulated to regulatemonitor and ensure reporting of deals by designated person/employees and maintain thehighest ethical standards of dealing in Company securities.
D) INTERNAL FINANCIAL CONTROLS:
The Company has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures. These are reviewed periodically and made part of work instructions or processin the company.
E) DIRECTORS RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls established and maintained by theCompany work performed by the internal statutory cost and secretarial auditors andexternal agencies the reviews performed by Management and the relevant Board Committeesthe Board with the concurrence of the Audit Committee is of the opinion that theCompany's internal financial controls were adequate and effective as on 31st March 2019.
Accordingly pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm:
i. That in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;
ii. That we 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 profit and loss of the Company for that period;
iii. That proper and sufficient care has been taken 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 fraud andother irregularities;
iv. That the annual accounts have been prepared on a going concern basis;
v. That proper systems to ensure compliance with the provisions of allapplicable laws were in place and that such systems were adequate and operatingeffectively;
vi. Those proper internal financial controls were laid down and that suchinternal financial controls are adequate and were operating effectively.
vii. That the Company has complied with provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
F) DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
All women who are associated with the Company either as permanent employees ortemporary employees or contractual persons including service providers at the Companysites are covered under the above policy.
The Company takes all necessary measures to ensure a harassment free workplace and hasinstituted an Internal Complaints Committee for redressal of complaints and to preventsexual harassment.
During the financial year ended 31st March 2019 your Company has not received anycomplaint related to sexual harassment.
Insurable assets of the Company are inventories buildings plant and machineryVehicles etc. Company has insured it's all vehicles.
H) ECOLOGY AND SAFETY:
Company ensures safe healthy and eco-friendly environment at its plant and surroundingarea. Company continually works towards identification and reduction of risks andprevention of pollution at its plant and its surroundings. Members of the SafetyCommittees of the Company's have been regularly reviewing the safety measures and theirimplementation to ensure adequate safety in material handling and processing control ofpollution caused by liquid effluents dust and emissions from chimney etc. Samples areperiodically drawn and the reports submitted to the Pollution Control Board indicatingcompliance with the standards.
I) DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURE ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the said information is available for inspection atRegistered Office of the Company during working hours. Any member interested in obtainingsuch information may write to the Company Secretary at the registered office and the samewill be furnished on request.
PAYMENT OF REMUNERATION / COMMISSION / TO DIRECTORS FROM HOLDING SUBSIDIARY COMPANIES:
The Company does not any holding / subsidiary company nor any remuneration / commissionpaid to the Directors.
J) MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152(6) of the Companies Act 2013 andArticle of Association of the Company Mr. Abhishek Anilkumar Agarwal (DIN: 00071858)Director of the Company will retire by rotation at the forthcoming Annual General Meetingwho being eligible offer himself for re-appointment. The Board recommends to the membersthe re-appointment of Mr. Abhishek Anilkumar Agarwal as a Director liable to retirement byrotation.
During the year under review no changes are occurred in the Composition of the Boardof Directors of the Company.
1. Statutory Auditors
M/s. Kartik Joshi & Associates Chartered Accountants (Firm Registration No.132326W) were appointed as the Statutory Auditors of the Company to hold office from theconclusion of the Thirteenth Annual General Meeting till the conclusion of the EighteenthAnnual General Meeting of the Company i.e. for a period of five years. M/s. Kartik Joshi& Associates Chartered Accountants has expressed their desire to discontinue from thepost of Statutory Auditor of the Company on the conclusion of the 15thAnnualGeneralMeeting to be held on 30th September 2019 citing reasons due to preoccupation resultinginto a casual vacancy in the office of Statutory Auditors of the company as envisaged bysection 139(8) of the Companies Act 2013.
Hence the Board proposes the name of M/s. M. I. Shah & Co. Chartered Accountants(FRN.: 119025W) Vapi to be appointed as Statutory Auditor of the company pursuant to theprovisions of Section 139 (8) of the Companies Act 2013.
M/s. M. I. Shah & Co. Chartered Accountants (FRN.: 119025W) Vapi have conveyedtheir consent to be appointed as the Statutory Auditors of the Company along with theconfirmation that their appointment if approved by the shareholders would be within thelimits prescribed under the Act.
2. Cost Auditors
As the Central Government has not prescribed the maintenance of Cost Records UnderSection 148 (1) of the Companies Act 2003 in respect of the Company's products so CostAudit does not apply to the Company.
3. Secretarial Auditor
Mr. Vipul Bheda Company Secretaries in Practice has been appointed to conduct theSecretarial Audit of the Company pursuant to the provisions of Section 204 of theCompanies Act 2013 the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014and the SEBI (LODR) Regulations 2015 as amended. The Report of the SecretarialAuditor is appended to this Report as Annexure-II&Annexure-III.
L) SECRETARIAL STANDARD:
The Company complies with all applicable Secretarial Standards issued by The Instituteof Company Secretaries of India and approved by the Central Government under Section118(10) of the Companies Act 2013 for the financial year ended 31stMarch 2019.
M) RISK MANAGEMENT POLICY:
The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.
N) MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of Regulation 34 of the Listing Regulations read with other applicableprovisions the detailed review of the operations performance and future outlook of theCompany and its business is given in the Management's Discussion and Analysis Report whichforms part of this Annual Report. The report on Management's Discussion and Analysis is asper Annexure-VI.
The Directors take this opportunity to express their appreciation for continuedco-operation and assistance extended by Investors Government Authorities BankersSuppliers and Customers. Your Directors look forward to their continued support. Last butnot the least; your Directors also sincerely acknowledge the significant contributionsmade by the devoted workers staff and executives for their dedicated services to theCompany.
| ||For and on behalf of the Board of Directors |
| ||sd |
| ||Mitesh Agarwal |
|Date:03rd September 2019 ||Chairman&MD |
|Place: Daman ||DIN: 00060296 |