Raghunath International Ltd.
|BSE: 526813||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE753B01014|
|BSE 13:04 | 06 Jul||15.05||
|NSE 05:30 | 01 Jan||Raghunath International Ltd|
Raghunath International Ltd. (RAGHUNATHINTL) - Director Report
Company director report
Raghunath International Limited
Your Directors have pleasure in presenting their Twenty Seventh AnnualReport on the business and operations of the Company together with the Annual Accounts forthe Financial Year ended on 31st March 2021.
The highlights of the Financial Results are as under:
(Rupees in Lakhs)
During the year under review the Standalone Sales and Other Income ofthe Company increased to Rs.149.750 lakhs as compared to Rs. 69.847 lakhs in the PreviousYear and the Consolidated Sales and Other Income of the Company also increased toRs.149.750 lakhs as compared to Rs. 69.847 lakhs in the Previous Year. The Company hasearned a Profit of Rs. 110.805 lakhs as against Profit of Rs 18.587 lakhs in the previousyear on Standalone basis and on the Consolidated basis the Company has earned a Profit ofRs.159.945 lakhs as against Profit of Rs. 73.355 lakhs in Previous Year. The Company willfocus on Real Estate and allied businesses and will formulate its strategies accordingly.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company and its associatesas per the applicable provisions of Companies Act 2013 and Rules made there underprepared in accordance with Indian Accounting Standard 28 issued by the Institute ofChartered Accountants of India form part of the Annual Report.
Further the Annual Accounts and related documents of the AssociateCompany shall be kept open for inspection at the Registered & Corporate Office of theCompany. The Company will also make available copy thereof upon specific request by anyMember of the Company interested in obtaining the same.
During the year under review the company has outstanding amount in theGeneral reserve of the Company is Rs. 74.876 lakhs.
During the year the Company has earned inadequate profit hence nodividend could be recommended.
DEMATERIALIZATION OF EQUITY SHARES
The Company's equity shares are available for trading in the bothDepositories that is National Securities Depository Limited (NSDL) and the CentralDepository Services (India) Limited (CDSL).The International Security IdentificationNumber (ISIN) allotted by NSDL and CDSL to the Company is INE753B01014. TheDematerialization status of the Company as on March 31st 2021 is as under:-
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 an extract of the annual returnin prescribed Form mGT-9 is appended as ANNEXURE-I to the board report and copy of annualreturn will be placed on Company's website www.raghunathintlimited.in
BOARD AND COMMITTEE MEETINGS
During the year Twelve (12) Board Meetings were duly convened and heldby the Company.
The Board has constituted an Audit Committee as per the Provisions ofSection 177(1) read with Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 consisting of Mr. Samar Bahadur Singh (DIN: 00033510) Mr.Gajanand Choudhary (DIN: 00012883)Ms. Swapnil Pandey (DIN:08692181) & Mr. ManishSingh(DIN: 08119345) Chairman. There have not been any instances during the year whenrecommendations of the Audit Committee were not accepted by the Board.
The Board has constituted a Nomination and Remuneration Committee asper the Provisions of Section 178(1) read with Regulation 19 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 consisting of Mr. Samar Bahadur Singh (DIN:00033510) Chairman Ms. Swapnil Pandey (DIN:08692181) & Mr. Manish Singh(DIN:08119345). The Board has constituted a Stakeholders Relationship Committee as per theProvisions of Section 178(5) read with Regulation 20 of SEBI consisting of Mr. SamarBahadur Singh (DIN: 00033510) Chairman Ms. Swapnil Pandey (DIN:08692181) Mr. GajanandChoudhary (DIN: 00012883) & Mr. Manish Singh(DIN: 08119345).
Details of composition of the Board and its Committees and Meetingsheld and attendance of the Directors at such Meetings are provided in the CorporateGovernance Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
The Financial Statements are prepared in accordance with IndianAccounting Standards (Ind AS) and guidelines issued by SEBI. The Ind AS are prescribedunder Section 133 of the Companies Act 2013 ('the Act') read with Rule 3 of theCompanies (Indian Accounting Standards) Rules 2015 and Companies (Indian AccountingStandards) Amendments Rules 2016. Effective April 1 2016 the Company has adopted allthe Ind AS standards and the adoption was carried out in accordance with applicabletransition guidance.
The Directors confirms that:
(i) In the preparation of the annual accounts for the financial yearended on 31st March 2021 the applicable Accounting Standards had been followed and nomaterial departures have been made from the same.
(ii) The Directors had selected such Accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give 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 under review.
(iii) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.
(iv) The Director has prepared the annual accounts for the financialyear ended on 31st March 2021 on 'Going Concern' basis.
(v) The proper internal Financial Controls were in place and that thefinancial controls were adequate and operating effectively.
(vi) The system to ensure Compliance with the Provisions of allapplicable laws was in place and was adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. G. N. Choudhary Chairman and Whole-time Director (DIN:00012883) of the Company will retire by rotation at the ensuing Annual General Meetingand being eligible offers himself for reappointment.
Mr. Samar Bahadur Singh Director and Chairman of the Nominationand Remuneration Committee and Stakeholders Relationship committee (DIN: 00033510) isappointed as Independent Non- Executive Director of the Company.
Mr. Manish Singh Director and Chairman of Audit Committee (DIN:08119345) is appointed as Independent Non- Executive Director of the Company.
Ms. Swapnil Pandey Woman Director (DIN: 08692181) is appointed asan Independent Non-Executive Director. She has resigned from the post of directorshipw.e.f. 01st April 2020.
Mrs. Parakh Lakhina (ACS-52771) is a Company Secretary andCompliance Officer (Whole-time Key Managerial Personnel) w.e.f. 01st January2019.
All the Independent Directors have given declarations that they meetthe criteria of independence as laid down under Section 149(6) of the Companies Act 2013and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. In the opinion of the Board they fulfilled the conditions of independence asspecified in the Act and the Rules made there under and are independent of the management.The declaration was placed before the board for their review.
Policy on Directors KMP & Other Employees:
The Company has adopted Governance Guidelines on Board's Effectiveness.The Governance Guidelines cover aspects related to composition and role of the BoardChairman and Directors Board diversity definition of Independent Director Directorterm retirement age and Committees of the Board. It also covers aspects relating tonomination appointment induction and development of Directors Director Remunerationand Subsidiary oversight Code of Conduct Board Effectiveness Review and Mandates ofBoard Committees.
Policy for Nomination and Remuneration of Directors:
The Nomination and Remuneration Committee is responsible for developingcompetency requirements for the Board based on the industry and strategy of the Company.Board composition 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 toevaluate the Performance of the Board on a periodic basis including each time aDirector's appointment or re-appointment is required or not. The Committee is alsoresponsible for reviewing and vetting the CVs of potential candidates vis-a-vis therequired competencies and meeting potential candidates prior to making recommendations oftheir nomination to the Board. At the time of appointment specific requirements for theposition including expert knowledge expected is communicated to the appointee.
Criteria for Determining Qualifications Positive Attributes andIndependence of a Director:
The Nomination and Remuneration Committee has formulated the criteriafor determining qualifications positive attributes and independence of Directors in termsof provisions of Section 178 (3) of the Companies Act 2013 Act and Regulation 19 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
Independence: In accordance with the above criteria a Directorwill be considered as an 'Independent Director' if he/ she meet with the criteria for'Independent Director' as laid down in the Companies Act 2013 Act and SEBI (ListingObligations and Disclosure Requirement) Regulations 2015.
Qualifications: A transparent Board nomination process is in placethat encourages diversity of thought experience knowledge perspective age and gender.It is also ensured that the Board has an appropriate blend of functional and industryexpertise. While recommending the appointment of a Director the Nomination andRemuneration Committee considers the manner in which the function and domain expertise ofthe individual will contribute to the overall skill- domain mix of the Board.
Positive Attributes: In addition to the duties as prescribed underthe Companies Act 2013 the Directors on the Board of the Company are also expected todemonstrate high standards of ethical behaviour strong interpersonal and communicationskills and soundness of judgment. Independent Directors are also expected to abide by the'Code for Independent Directors' as outlined in Schedule IV to the Companies Act 2013.
AUDITORS AND AUDITORS' REPORT
M/s Saria Gupta & Co. (Firm Registration No.: 003168N) CharteredAccountants the Statutory Auditors of the Company who was appointed on Twenty Third (23rd)Annual General Meeting shall hold the office till the conclusion of Twenty Eighth (28th)Annual General Meeting in place of the M/s Kumar Piyush & Co. the Retiring Auditor ofthe Company.
Pursuant to the amendment to Section 139 of the Companies Act 2013which was notified on May 7th 2018 ratification of appointment of statutoryauditors at every AGM is no longer required.
Statutory Auditors' Report:
a) Details of Audit Qualification:
As per Ind AS 109 "Financial Instruments" the investment inequity shares (other than Subsidiary Associates and Joint Ventures) are recognized atfair value through Profit and Loss Account or Fair Value through Other Comprehensiveincome. However the Company has recognized the Non-current investments in equity shares(other than subsidiary associates and joint ventures) at cost as appearing in theStandalone Balance sheet as at March 31st 2020 and March 31st 2019and April 01 2017 which constitutes a departure from the AS-109 "FinancialInstruments.
Therefore Impact of Financial on account of the difference between thefair value and the cost of "Non-current Investments"" Other Equity"and "Other Comprehensive Income" and "Deferred Tax" are notascertainable."
b) Type of Audit Qualification: Departure from Ind AS 109 withrespect to fair value.
c) Frequency of qualification: Appeared Second Time.
d) For Audit Qualification(s) where the Impact is quantified by theauditor Management Views: No
e) For Audit Qualification (s) where the Impact is not quantified bythe auditor:
(i) Management's estimation on the Impact of audit qualification: Asper Management estimate present cost of Financial Instruments represents 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.
(ii) If management is unable to estimate the Impact reasons for thesame: As per Management estimate present cost of Financial Instruments represent fair thevalue close to fair market value. However Company is in the process to get fair marketvaluation done in due course being a very tedious and lengthy work due to delayedavailability of Input material/Information/financial resources.
(iii) Auditor's Comments on (i) or (ii) above: A qualification is notpossible at present based on the Information and explanation provided by the management.
Pursuant to Section 148 of the Companies Act 2013 read with Rule 6 ofCompanies (Cost Records and Audit) Rules 2014 the Company is not required to appoint costauditor for the Financial Year ended 2020-2021.
Cost Audit Report
Pursuant to Section 148(1) of Companies Act 2013 read with Rule 3 ofCompanies (Cost Records and Audit) Rules 2014 Company is not required to prepare CostAudit Report for the F.Y. 2020-2021.
Pursuant to the provisions of Section 204 of the Companies Act 2013read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the Board of Directors of the Company had appointed M/s. Sushil Gupta &Associates Company Secretaries Kanpur to undertake the Secretarial Audit of the Companyfor the year ended 31st March 2021.
Secretarial Auditors' Report
The Secretarial Audit Report is annexed as ANNEXURE-III and AnnualCompliance Report is annexed as ANNEXURE IIIA The Secretarial Audit Report for thefinancial year ended on 31st March 2021 does not contain any qualification reservationadverse remark or disclaimer.
INTERNAL AUDIT & CONTROLS
The Company has appointed Mr. Sandeep Kumar Saraogi CharteredAccountant (ACA-411706) as an Internal Auditor of Company to ensure compliances andeffectiveness of the Internal Control Systems in place as per the decision taken duringthe financial year 2020-2021. During the year the Company continued to implement hissuggestions and recommendations to improve the control environment and his scope of workincludes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed with the processowners and suitable corrective actions taken as per the directions of Audit Committee onan ongoing basis to improve efficiency in operations.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantee and Investment for the F.Y. 2020-2021covered under the provisions of Section 186 of the Companies Act 2013 are:
Particulars of Loan given for Corporate Needs:
Particulars of Guarantee given for Corporate Needs:
RELATED PARTY TRANSACTIONS
During the year the Company has not entered into anycontract/transaction with Related parties which could be considered material in accordancewith Related party policy of the Company on materiality of related party transaction andthe applicable Acts. Accordingly there are no transactions that are required to bereported in Form AOC-2 and in accordance with Section 188 of the Companies Act 2013 andregulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and as such does not form part of the report.
The Company has adopted a Related Party Transactions Policy. ThePolicy as approved by the Board is uploaded on the Company's website at the web link: http://www.raahunathintlimited.in/imaaes/pdf/RPP.pdf
Your Company for many years now has been familiarizing theIndependent Directors on its Board with detailed presentations by its business functionalheads on the Company operations strategic business plans new products and technologiesincluding significant aspects of the Industry and its future outlook. Details offamiliarization programs extended to the Non-executive & Independent Directors duringthe year are also disclosed on the Company website at the following web link: http://www.raahunathintlimited.in/imaaes/pdf/FP.pdf
MATERIAL CHANGES AND COMMITMENTS
No Material changes occurred subsequent to the close of the financialyear of the Company to which the balance sheet relates and the date of the report likesettlement of tax liabilities operation of patent rights depression in market value ofinvestments institution of cases by or against the company sale or purchase of capitalassets or destruction of any assets etc.
CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The information required under Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014:
CONSERVATION OF ENERGY
The Company's operations involve low energy consumption. There are nomajor areas where any energy Conservation measure can be taken. However efforts are beingmade to conserve and optimize the use of energy wherever possible.
FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION OFTECHNOLOGY RESEARCH AND DEVELOPMENT:
The Company is in Trading and real estate Industry and thereforespecific technology absorption adaptations and innovation will be taken care of/implemented wherever required.
Research & Development:
FOREIGN EXCHANGE EARNINGS & OUTGO:
RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the Company andthe policy of the Company on risk management is provided in the report of ManagementDiscussion and Analysis.
CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors of the Company hereby Confirms that theProvisions of Section 135(1) of the Companies Act 2013 is not applicable on our Company.However the responsibility of the Company is to make a positive impact on the communitiesin which the company does business through its support of select programs outreachefforts and initiatives 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-exercisingof voting rights in respect of shares purchased directly by employees under a schemepursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital andDebentures) Rules 2014 is furnished.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITSCOMMITTEES AND OF DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Committee Nomination & Remuneration Committeeand other Compliance Committees. The manner in which the evaluation has been carried outhas been explained in the Corporate Governance Report.
DETAILS OF SUBSIDARY/ JOINTVENTURES/ ASSOCIATE COMPANIES
Pursuant to sub-section (3) of Section 129 of the Act the statementcontaining the salient feature of the financial statement of the Company's subsidiary orsubsidiaries associate company or companies and joint venture or ventures if any isgiven as Form AOC-1 as a part of Financial Statement.
During the Period under review Our Company has not accepted anydeposit falling within the ambit of Section 73 of the Companies Act 2013 read withCompanies (Acceptance of Deposits) Rules 2014.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no significant and material orders which were passed by theRegulator or Courts or Tribunals impacting the going concern status and Company'soperations in future.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has adopted Vigil Mechanism and Whistle Blower Policy interms of Section 177(9) of Companies Act 2013 and Regulation 22 of SEBI (ListingObligations and disclosure Requirements) Regulations 2015 to provide a formal mechanismto the Directors and employees to report their concerns about unethical behaviour actualor suspected fraud or violation of the Company's Code of Conduct or ethics policy. ThePolicy provides adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee. The Policy on Vigil Mechanism and Whistle Blower Policy may be accessed on theCompany website at http://www.raghunathintlimited.in/ wbp.asp
PARTICULARS OF EMPLOYEES
The information require in Pursuant to Section 197 of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided in statement of particulars of employees is annexedas ANNEXURE - II A of the Annual Report.
The information require in Pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 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 aperiod of last seven years. Therefore no funds are required to be transferred to InvestorEducation and Protection Fund (IEPF).
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Remuneration Policy is stated in the CorporateGovernance Report.
CORPORATE GOVERNANCE REPORT
Your Company has successfully implemented the mandatory provisions ofCorporate Governance in accordance with the provisions of Regulation 27(2)(a) of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015. Separate Reports onCorporate Governance is included in the Annual Report and Certificate dated 24th August2020 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 andDisclosure Requirements) Regulations 2015 of Stock Exchange the Management Discussionand Analysis Report is enclosed as a part of this report.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment at theWorkplace in line with the provisions of the Sexual Harassment of Women at WorkplacePrevention Prohibition and Redressal) Act 2013 and the Rules made there under. ThePolicy aims to provide protection to employees at the workplace and prevent and redresscomplaints of sexual harassment and for matters connected or incidental thereto with theobjective of providing a safe working environment where employees feel secure. TheCompany has also constituted an Internal Complaints Committee known as the Prevention ofSexual Harassment (POSH) Committee to inquire into complaints of sexual harassment andrecommend appropriate action.
During the year under review your Company had cordial and harmoniousrelations at all levels of the Organization.
LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the Annual Listing Fees for theyear 2020-2021 to BSE Limited where the Company's Shares are listed.
The Directors acknowledge with gratitude the co-operation andassistance received from the Government Banks Authorities and other BusinessConstituents. The Directors would also like to thank the employees shareholderscustomers and suppliers for their continuous support given by them to the Company andtheir confidence reposed in the Management.