Raghunath International Limited
Your Directors have pleasure in presenting their Twenty Fifth Annual Report on thebusiness and operations of the Company together with the Annual Accounts for the FinancialYear ended on 31st March 2019.
The highlights of the Financial Results are as under:
The highlights of the Financial Results are as under:
(Rupees in Lakhs)
| ||Standalone ||Consolidated |
|Particulars ||2018-2019 ||2017-2018 ||2018-2019 ||2017-2018 |
|Sales and Other Income (Gross) ||57.542 ||38.876 ||57.542 ||38.876 |
|Profit/(Loss) before Interest and Depreciation ||3.435 ||6.24 ||3.435 ||(6.24) |
|Less: Finance Charges ||0.002 ||0.026 ||0.002 ||0.026 |
|Less: Depreciation ||0.536 ||0.536 ||0.536 ||0.536 |
|Profit/(Loss) for the Year ||2.896 ||(6.802) ||2.896 ||(6.802) |
|Add/(Less): Exceptional Items ||(0.100) ||(0.035) ||(0.100) ||(0.035) |
|Add/Less: Provision for Income Tax ||(0.435) ||- ||(0.435) ||- |
|Less: provision for Wealth Tax ||- ||- ||- ||- |
|Add/(Less): Deferred Tax Assets/ (Liability) ||2.565 ||(12.744) ||2.565 ||(12.744) |
|Profit/(Loss) of the Associates ||- ||- ||57.251 ||(8.516) |
|Net Profit/(Loss) for the Year ||4.926 ||(19.579) ||62.178 ||(28.095) |
|Add: Balance brought forward ||152.454 ||172.034 ||152.454 ||172.034 |
|Add: Post Acquisition reserve and surplus of Associates ||- ||- ||31.624 ||40.140 |
|Additions during the Year of Associates ||- ||- ||57.251 ||(8.516) |
|Appropriation: || || || || |
|Transfer to General Reserves ||- ||- ||- ||- |
|Surplus carried to the Balance Sheet ||231.580 ||226.654 ||492.935 ||430.758 |
During the year under review the Standalone Sales and Other Income of the Companyincreased to Rs. 57.542 lakhs as compared to Rs. 38.876 lakhs in the Previous Year and theConsolidated Sales and Other Income of the Company also increased to Rs. 57.542 lakhs ascompared to Rs. 38.876 lakhs in the Previous Year. The Company has earned a Profit of Rs.04.926 lakhs as against Loss of Rs 19.579 lakhs in the previous year on Standalone basisand on the Consolidated basis the Company has earned a Profit of Rs. 62.178 lakhs asagainst Loss of Rs. 28.095 lakhs in Previous Year. The Company will focus on Real Estateand allied businesses and will formulate its strategies accordingly.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company and its associates as per theapplicable provisions of Companies Act 2013 and Rules made there under prepared inaccordance with Indian Accounting Standard 28 issued by the Institute of CharteredAccountants of India form part of the Annual Report.
Further the Annual Accounts and related documents of the Associate Company shall bekept open for inspection at the Registered & Corporate Office of the Company. TheCompany will also make available copy thereof upon specific request by any Member of theCompany interested in obtaining the same.
During the year under review The Company has not transferred any amount to generalreserve of the Company & outstanding amount in the General reserve of the Company isRs. 74.200 lakhs.
During the year the Company has earned inadequate profit hence no dividend could berecommended.
DEMATERIALIZATION OF EQUITY SHARES
The Company's equity shares are available for trading in the both Depositories that isNational Securities Depository Limited (NSDL) and the Central Depository Services (India)Limited (CDSL).The International Security Identification Number (ISIN) allotted by NSDLand CDSL to the Company is INE753B01014. The Dematerialization status of the Company as onMarch 31st 2019 is as under:-
|Particulars ||No. of Shares ||Percentage |
|Electronic Mode || || |
|NSDL ||2687782 ||53.75 |
|CDSL ||464838 ||09.30 |
| ||3152620 ||63.05 |
|Physical Mode ||1847580 ||36.95 |
|Total ||5000200 ||100.00 |
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014 an extract of the annual return in prescribedForm MGT-9 is appended as ANNEXURE-I to the board report and copy of annual returnwill be placed on Company's website www.raghunathintlimited.in.
BOARD AND COMMITTEE MEETINGS
During the year Nine (09) Board Meetings were duly convened and held by the Company.
The Board has constituted an Audit Committee as per the Provisions of Section 177(1)read with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 consisting of Mr. Samar Bahadur Singh (DIN: 00033510) Chairman Mrs.Priyanka Mishra (DIN: 07145586) & Mr. Gajanand Choudhary (DIN: 00012883). There havenot been any instances during the year when recommendations of the Audit Committee werenot accepted by the Board..
The Board has constituted a Nomination and Remuneration Committee as per the Provisionsof Section 178(1) read with Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 consisting of Mr. Samar Bahadur Singh (DIN: 00033510)Chairman Mrs. Priyanka Mishra (DIN: 07145586) & Mr. Gajanand Choudhary (DIN:00012883).
The Board has constituted a Stakeholders Relationship Committee as per the Provisionsof Section 178(5) read with Regulation 20 of SEBI consisting of Mr. Samar Bahadur Singh(DIN: 00033510) Chairman Mrs. Priyanka Mishra (DIN: 07145586) & Mr. GajanandChoudhary (DIN: 00012883).
Details of composition of the Board and its Committees and Meetings held and attendanceof the Directors at such Meetings are provided in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
The Financial Statements are prepared in accordance with Indian Accounting Standards(Ind AS) and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of theCompanies Act 2013 ('the Act') read with Rule 3 of the Companies (Indian AccountingStandards) Rules 2015 and Companies (Indian Accounting Standards) Amendments Rules 2016.Effective April 1 2016 the Company has adopted all the Ind AS standards and the adoptionwas carried out in accordance with applicable transition guidance.
The Directors confirms that:
(i) In the preparation of the annual accounts for the financial year ended on 31stMarch 2019 the applicable Accounting Standards had been followed and no materialdepartures have been made from the same.
(ii) The Directors had 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 of the Company for the year under review.
(iii) 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 fraud andother irregularities.
(iv) The Director has prepared the annual accounts for the financial year ended on 31stMarch 2019 on 'Going Concern' basis.
(v) The proper internal Financial Controls were in place and that the financialcontrols were adequate and operating effectively.
(vi) The system to ensure Compliance with the Provisions of all applicable laws was inplace and was adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. G. N. Choudhary Chairman and Whole-time Director (DIN: 00012883) of theCompany will retire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for reappointment.
Mr. Samar Bahadur Singh Director and Chairman of the Audit Committee & other 2Committees (DIN: 00033510) is appointed as Independent Non- Executive Director of theCompany.
Mrs. Priyanka Mishra Director (DIN: 07145586) is appointed as an IndependentNon-Executive Director.
*Ms. Parakh Lakhina (ACS-52771) who was appointed as Company Secretary andCompliance Officer (W hole-time Key Managerial Personnel) on 01st January 2019.
All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation 25of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. In theopinion of the Board they fulfilled the conditions of independence as specified in theAct and the Rules made there under and are independent of the management. The declarationwas placed before the board for their review.
Policy on Directors KMP & Other Employees:
The Company has adopted Governance Guidelines on Board's Effectiveness. The GovernanceGuidelines cover aspects related to composition and role of the Board Chairman andDirectors Board diversity definition of Independent Director Director term retirementage and Committees of the Board. It also covers aspects relating to nominationappointment induction and development of Directors Director Remuneration and Subsidiaryoversight Code of Conduct Board Effectiveness Review and Mandates of Board Committees.
Policy for Nomination and Remuneration of Directors:
The Nomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company. Boardcomposition analysis reflects in-depth understanding of the Company including itsstrategies environment operations and financial condition and compliance requirements.The Nomination and Remuneration Committee conducts a gap analysis to evaluate thePerformance of the Board on a periodic basis including each time a Director's appointmentor re-appointment is required or not. The Committee is also responsible for reviewing andvetting the CVs of potential candidate's vis--vis the required competencies and meetingpotential candidates prior to making recommendations of their nomination to the Board. Atthe time of appointment specific requirements for the position including expertknowledge expected is communicated to the appointee.
Criteria for Determining Qualifications Positive Attributes and Independence of aDirector:
The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 178 (3) of the Companies Act 2013 Act and Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
Independence: In accordance with the above criteria a Director will be consideredas an 'Independent Director' if he/ she meet with the criteria for 'Independent Director'as laid down in the Companies Act 2013 Act and SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015.
Qualifications: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is alsoensured that the Board has an appropriate blend of functional and industry expertise.While recommending the appointment of a Director the Nomination and RemunerationCommittee considers the manner in which the function and domain expertise of theindividual will contribute to the overall skill-domain mix of the Board.
Positive Attributes: In addition to the duties as prescribed under the CompaniesAct 2013 the Directors on the Board of the Company are also expected to demonstrate highstandards of ethical behaviour strong interpersonal and communication skills andsoundness of judgment. Independent Directors are also expected to abide by the 'Code forIndependent Directors' as outlined in Schedule IV to the Companies Act 2013.
AUDITORS AND AUDITORS' REPORT
M/s Saria Gupta & Co. (Firm Registration No.: 003168N) Chartered Accountants theStatutory Auditors of the Company who was appointed on Twenty Third (23rd) Annual GeneralMeeting shall hold the office till the conclusion of Twenty Eighth (28th) Annual GeneralMeeting in place of the M/s Kumar Piyush & Co. the Retiring Auditor of the Company.
Statutory Auditors' Report:
The Auditors' Report contains a qualification.
a) Details of Audit Qualification:
As per Ind As 109 "Financial Instruments" the investment in equity shares(other than Subsidiary Associates and Joint Ventures) are recognized at fair valuethrough Profit and Loss Account or Fair Value through Other Comprehensive income. Howeverthe Company has recognized the Non-current investments in equity shares (other thansubsidiary associates and joint ventures) at cost as appearing in the Standalone Balancesheet as at March 31st 2019 and March 31st 2018 which constitutes a departure from theAS-109 "Financial Instruments.
Therefore Impact of Financial on account of the difference between the fair value andthe cost of "Non-current Investments" "Other Equity" and "OtherComprehensive Income" and "Deferred Tax" are not ascertainable."
b) Type of Audit Qualification: Departure from Ind AS 109 with respect to fairvalue.
c) Frequency of qualification: Appeared First Time.
d) For Audit Qualification(s) where the Impact is quantified by the auditor ManagementViews: No
e) For Audit Qualification (s) where the Impact is not quantified by the auditor:
(i) Management's estimation on the Impact of audit qualification: As per Managementestimate present cost of Financial Instruments represent the value close to fair marketvalue. However Company is in the process to get fair market valuation done in due coursebeing a very tedious and lengthy work due to delayed availability of input material/Information/financial resources.
(ii) If management is unable to estimate the Impact reasons for the same: As perManagement estimate present cost of Financial Instruments represent fair the value closeto fair market value. However Company is in the process to get fair market valuation donein due course being a very tedious and lengthy work due to delayed availability of Inputmaterial/Information/financial resources.
(iii) Auditor's Comments on (i) or (ii) above: A qualification is not possible atpresent based on the Information and explanation provided by the management.
Pursuant to Section 148 of the Companies Act 2013 read with Rule 6 of Companies (CostRecords and Audit) Rules 2014 the Company is not required to appoint cost auditor for theFinancial Year ended 2018-19.
Cost Audit Report
Pursuant to Section 148(1) of Companies Act 2013 read with Rule 3 of Companies (CostRecords and Audit) Rules 2014 Company is not required to prepare Cost Audit Report forthe F.Y. 2018-19.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardof Directors of the Company had appointed M/s. Sushil Gupta & AssociatesCompany Secretaries Kanpur to undertake the Secretarial Audit of the Company for the yearended 31st March 2019.
Secretarial Auditors' Report
The Secretarial Audit Report is annexed as ANNEXURE-III and Annual ComplianceReport is annexed as ANNEXURE IIIA The Secretarial Audit Report for the financialyear ended on 31st March 2019 does not contain any qualification reservation adverseremark or disclaimer.
INTERNAL AUDIT & CONTROLS
The Company has appointed Mr. Sandeep Kumar Saraogi Chartered Accountant(ACA-411706) as an Internal Auditor of Company to ensure compliances and effectiveness ofthe Internal Control Systems in place as per the decision taken during the financial year2018-19. During the year the Company continued to implement his suggestions andrecommendations to improve the control environment and his scope of work includes reviewof processes for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas. Internal Auditors findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efficiency in operations.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantee and Investment for the F.Y. 2018-19 covered under theprovisions of Section 186 of the Companies Act 2013 are:
Particulas of Loan given for Corporate Needs:
|S.No. ||Name of Party ||Purpose ||Amount (Rs.) |
|- ||- ||- ||- |
Particulas of Guarantee given for Corporate Needs:
|S.No. ||Name of Party ||Purpose ||Amount (Rs.) |
|1. ||Sir Bio Tech India Limited ||Corporate Guarantee for securities the various credit facilities ||50.00 Crores |
RELATED PARTY TRANSACTIONS
During the year the Co. has not entered into any contract/transaction with Relatedparties which could be considered material in accordance with Related party policy of theCompany on materiality of related party transaction and the applicable Acts. Accordinglythere are no transactions that are required to be reported in Form AOC-2 and in accordancewith Section 188 of the Companies Act 2013 and regulation 23 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and as such does not form part of thereport.
he Company has adopted a Related Party Transactions Policy. The Policy as approved bythe Board is uploaded on the Company's website at the web link: http://www.raghunathintlimited.in/images/pdf/RPP.pdf
Your Company for many years now has been familiarizing the Independent Directors onits Board with detailed presentations by its business functional heads on the Companyoperations strategic business plans new products and technologies including significantaspects of the Industry and its future outlook. Details of familiarization programsextended to the Non-executive & Independent Directors during the year are alsodisclosed on the Company website at the following web link: http://www.raghunathintlimited.in/images/pdf/FP.pdf
MATERIAL CHANGES AND COMMITMENTS
No Material changes occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report like settlement oftax liabilities operation of patent rights depression in market value of investmentsinstitution of cases by or against the company sale or purchase of capital assets ordestruction of any assets etc.
CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014:
CONSERVATION OF ENERGY
The Company's operations involve low energy consumption. There are no major areas whereany energy Conservation measure can be taken. However efforts are being made to conserveand optimize the use of energy wherever possible.
FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION OF TECHNOLOGY RESEARCHAND DEVELOPMENT: Technology Absorption:
The Company is in Trading and real estate Industry and therefore specific technologyabsorption adaptations and innovation will be taken care of/ implemented whereverrequired.
Research & Development:
|S. No. Particulars ||Status |
|1. Specific areas in which Research and Development carried out by the Company. ||NIL |
|2. Benefit derived as a result of the above Research and Development. ||NIL |
|3. Future plan of action. ||NIL |
|4. Expenditure on Research and development. ||NIL |
FOREIGN EXCHANGE EARNINGS & OUTGO:
|(i) Total Foreign Exchange earned: ||NIL |
|(ii) Total Foreign Exchange outgo: ||NIL |
RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided in the report of Management Discussion andAnalysis.
CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors of the Company hereby Confirms that the Provisions of Section135(1) of the Companies Act 2013 is not applicable on our Company. However theresponsibility of the Company is to make a positive impact on the communities in which thecompany does business through its support of select programs outreach efforts andinitiatives that improve and enhance the quality of life.
DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013
During the year under review there were no instances of non-exercising of votingrights 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 Debentures)Rules 2014 is furnished.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual evaluationof its own performance the directors individually as well as the evaluation of theworking of its Audit Committee Nomination & Remuneration Committee and otherCompliance Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
DETAILS OF SUBSIDARY/ JOINTVENTURES/ ASSOCIATE COMPANIES
Pursuant to sub-section (3) of Section 129 of the Act the statement containing thesalient feature of the financial statement of the Company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures if any is given as Form AOC-1as a part of Financial Statement.
During the Period under review Our Company has not accepted any deposit falling withinthe ambit of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no significant and material orders which were passed by the Regulator orCourts or Tribunals impacting the going concern status and Company's operations in future.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has adopted Vigil Mechanism and Whistle Blower Policy in terms of Section177(9) of Companies Act 2013 and Regulation 22 of SEBI (Listing Obligations anddisclosure Requirements) Regulations 2015 to provide a formal mechanism to the Directorsand employees to report their concerns about unethical behaviour actual or suspectedfraud or violation of the Company's Code of Conduct or ethics policy. The Policy providesadequate safeguards against victimization of employees who avail of the mechanism and alsoprovides for direct access to the Chairman of the Audit Committee. It is affirmed that nopersonnel of the Company has been denied access to the Audit Committee. The Policy onVigil Mechanism and W histle Blower Policy may be accessed on the Company website at http://www.raghunathintlimited.in/wbp.asp
PARTICULARS OF EMPLOYEES
The information require in Pursuant to Section 197 of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are provided in statement of particulars of employees is annexed as ANNEXURE - IIA of the Annual Report.
The information require in Pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is applicable annexed as ANNEXURE - II B of the Annual Report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company did not have any fund lying unpaid or unclaimed for a period of last sevenyears. Therefore no funds are required to be transferred to Investor Education andProtection Fund (IEPF).
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
CORPORATE GOVERNANCE REPORT
Your Company has successfully implemented the mandatory provisions of CorporateGovernance in accordance with the provisions of Regulation 27(2)(a) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015. Separate Reports onCorporate Governance is included in the Annual Report and Certificate dated 24th August2019 of the Secretarial Auditors' of your Company confirming the compliance of conditionsof Corporate Governance is also annexed thereto.
MANAGEMENT DISCUSSION AND ANALYSIS
As required by Regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 of Stock Exchange the Management Discussion and AnalysisReport is enclosed as a part of this report.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at W orkplace PreventionProhibition and Redressal) Act 2013 and the Rules made there under. The Policy aims toprovide protection to employees at the workplace and prevent and redress complaints ofsexual harassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. The Company has alsoconstituted an Internal Complaints Committee known as the Prevention of Sexual Harassment(POSH) Committee to inquire into complaints of sexual harassment and recommendappropriate action.
During the year under review your Company had cordial and harmonious relations at alllevels of the Organization.
LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the Annual Listing Fees for the year 2019-20 toBSE Limited where the Company's Shares are listed.
The Directors acknowledge with gratitude the co-operation and assistance received fromthe Government Banks Authorities and other Business Constituents. The Directors wouldalso like to thank the employees shareholders customers and suppliers for theircontinuous support given by them to the Company and their confidence reposed in theManagement.
| || ||For and on behalf of the Board |
| ||Sd/- ||Sd/- |
|Place: Kanpur ||(G. N. Choudhary) ||(Samar Bahadur Singh) |
|Date: 24th August 2019 ||Whole -Time Director ||Director |
| ||(DIN: 00012883) ||(DIN: 00033510) |