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Raj Rayon Industries Ltd.

BSE: 530699 Sector: Industrials
NSE: RAJRILTD ISIN Code: INE533D01032
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OPEN 18.40
PREVIOUS CLOSE 18.40
VOLUME 867
52-Week high 18.40
52-Week low 0.21
P/E
Mkt Cap.(Rs cr) 1,014
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 18.40
CLOSE 18.40
VOLUME 867
52-Week high 18.40
52-Week low 0.21
P/E
Mkt Cap.(Rs cr) 1,014
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Raj Rayon Industries Ltd. (RAJRILTD) - Director Report

Company director report

To

The Members

RAJ RAYON INDUSTRIES LIMITED

Your Directors have pleasure in presenting 28thAnnual Reportof the Company together with the Audited Financial Statements of the Company for the yearended 31st March 2021.

1. FINANCIAL RESULTS

Particular For the financial year 2020-21 For the financial year 2019-20
(Amount in Rs. Lakhs.) (Amount in Rs. Lakhs.)
Revenue from Operations Nil Nil
Other Income 95.61 340.61
Total Income 95.61 340.61
Less: Expenses 23.07 121.15
Less: Depreciation & Amortization Expenses 3550.36 3610.58
Profit/ (Loss) before tax (3477.82) (3391.12)
Tax Expenses
Tax adjustment for earlier years
Profit/ (Loss) after Tax (3477.82) (3391.12)

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the financial year under review the Company has earned a totalrevenue of Rs.95.61 / - lakh as compared to the previous years' revenue of Rs.340.61 / -lakh. The Company has incurred a net loss of Rs. (3477.82) as compared to the previousyears' Net Loss of Rs. (3391.12). Your Directors are continuously looking for avenues forfuture growth of the company.

DIVIDEND:

In absence of profits for the year ended 31st March 2021and past accumulated losses your directors do not recommend payment of any dividend forthe year ended 31st March 2021.

DEPOSITS

During the financial year under consideration your Company has notaccepted any public deposits within the meaning of section 73 of the Companies Act 2013and the rules made there under.

INTERNAL CONTROL SYSTEM AND ADEQUACY:

The Board has adopted the policies and procedures for ensuring orderlyand efficient conduct of its business including adherence to the Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of financial disclosures.

The Company's Internal Audit department evaluates the efficiency andadequacy of internal control system and gives its report and recommendations to theChairman of Audit Committee and based on Internal Audit Report the corrective actions aretaken.

THE BOARD OF DIRECTORS

The Board at present consists of 4 Directors. The Board of Directors isduly constituted.

During the year Four Board Meetings held. The dates of Board Meetingsalong with attendance of each Director are given below:

Sr. No Date of Board Meeting Name of Director and Attendance details
RajkumariKano dia BantiParasar RajendraprasadR ampratap Sharma MayadharRav indarMahaku d
1. 29/06/2020 Present Present Present Present
2. 15/09/2020 Present Present Present Present
3. 09/11/2020 Present Present Present Present
4. 13/02/2021 Present Present Present Present

As the Company is under Corporate Insolvency Resolution ProcessMr.AbhishekNagori as the Resolution Professional ("RP") was a Chairman for allthe Board meetings and Committee meetings.

Details of all the Committee along with their composition and meetingsheld during the year under review are given in the Corporate Governance Report. Theintervening gap between the companies was within the period prescribed under the CompaniesAct 2013.

All Independent Directors have given declarations that they meet thecriteria of independence as laid down in Section 149(6) of the Companies Act 2013 andRegulation 16 (b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.Separate meetings of Independent Directors pursuant to Section 149 (7)read with Schedule VI of the Companies Act 2013 was held on 13thFebruary2021.

There was no change in the composition of Director during the reviewperiod.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) ofsub-section (3) of Section 134 of the Companies Act 2013 shall state that—

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) 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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) the directors had prepared the annual accounts on a going concernbasis; and

(e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

STATUTORY AUDITORS:

M/s. Chaturvedi& Patel Chartered Accountant Firm registration no.:121351W had expressed their inability to continue as the Statutory Auditors of theCompany as their term of peer review is expired.

Pursuant to the provisions of section 139 and all other applicableprovisions if any of the Companies Act 2013 and the rules framed thereunder as amendedfrom time to time M/s. MKPS & Associates Chartered Accountants (Firm RegistrationNo. 302014E)are to be appointed for the period of 5 years at the ensuing Annual GeneralMeeting. Accordingly the appointment of M/s. MKPS & Associates Chartered Accountants(Firm Registration No. 302014E) as the Statutory Auditors of the Company to hold officefrom the conclusion of ensuing Annual General Meeting until the conclusion of the FY2025-2026 of the Company.

The Notes on financial statements referred to in the Auditors Reportare self-explanatory and do not call for any further comments. The Auditors' Report doesnot contain any qualification reservation or adverse remark.

The Auditors' Report contains qualification reservation.

As the company is under Corporate Insolvency Resolution Process the Mr.AbhishekNagori as the Interim Resolution Professional ("IRP") in term of theInsolvency and Bankruptcy Code 2016 ("Code") to manage the affairs of theCompany as per the provisions of the Code.

FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT2013

There was no instance of fraud reported by the auditor in their reportunder Section 143 (12) of the Companies Act 2013.

SECRETARIAL AUDIT

The provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Ms. Riddhi Shah a Company Secretary in Practice to undertake the SecretarialAudit of the Company for the Financial Year 2020-21. The Secretarial Audit Report (MR-3)is annexed herewith as Annexure - A.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of Section 178 of the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardhas carried out annual performance evaluation of its own performance the directorsindividually as well as evaluation of working of committees of Board of Directors.

Executive Directors were evaluated on the basis of targets / criteriagiven to them by the board from time to time as well as per their terms of appointment.Independent Directors being evaluated by entire board except of Director being evaluatedon meeting their obligations connected with their independence criteria as well asadherence with the requirements of professional conduct roles functions and dutiesspecifically applicable to Independent Directors as contained in Schedule IV of theCompanies Act 2013. Chairman and other Non Independent Directors were being evaluated byIndependent Directors who also reviewed the performance of secretarial department.Performance evaluation of the Committees and that of its members in effectivelydischarging their duties were also being carried out by board.

The overall performance of Chairman Executive Directors andNon-Executive Directors of the Company is satisfactory. The review of performance wasbased on criteria of performance knowledge analysis quality of decision making etc.

MDAR:

Management Discussion and Analysis Report for the year under reviewwhich also deals with the opportunities challenges and the future outlook for theCompany as stipulated under Regulation 34 of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 Agreement with the Stock Exchange of India ispresented in a separate section forming part of the Annual Report.

CORPORATE DEBT RESTRUCTURING(CDR):

The detailed key features of the CDR Proposal are given in under Notesforming part of Notes to Accounts given in this Annual Report.

MATTER LISTED WITH NCLT

The State Bank of India has filed the petition with NCLT Ahmedabadunder section 7 of the Insolvency and Bankruptcy Code the same was admitted and theCorporate Insolvency Resolution Process ("CIRP") application filed against RajRayon Industries Limited and appointed Mr. Abhishek Nagorias the Resolution Professional("RP") in term of the Insolvency and Bankruptcy Code 2016 ("Code") tomanage the affairs of the Company as per the provisions of the Code.

However the power of the Board were suspended with effect from23/01/2020. The NCLT order also provided for a moratorium with effect from 23rd January2020 till the completion of the Corporate Insolvency Resolution process (CIRP) or until itapproves the resolution plan under section 1(1) or passes an order for liquidation of thecompany under section 33 whichever is earlier. Currently the CIRP process in respect ofthe company is in progress. Resolution Plan passed by CoC and filed application to theHon'ble National Company Law Tribunal (NCLT) for approval of Resolution plan. Approval ofthe Resolution plan is pending.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Your Company does not have any subsidiary company or joint venturesCompanies and associate Company.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of CorporateGovernance and adheres to the Corporate Governance requirements as stipulated by SEBI. Thereport on Corporate Governance as prescribed in Regulation 34 (3) read with Schedule V ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms anintegral part of this Annual Report. The requisite certificate from the Auditors of theCompany confirming compliance with the conditions of Corporate Governance along with adeclaration signed by the Chairman and Managing Director stating that Members of the Boardand Senior Management Personnel have affirmed the compliance vide Code of Conduct of theBoard and Senior Management is attached to the report on Corporate Governance.

As per Regulation 34 (3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate section oncorporate governance practices followed by the Company together with a certificate fromthe Company's Auditors confirming compliance forms an integral part of this Report.

COST AUDITOR:

The Company not appointing the Cost Auditor to conduct the Cost Auditfor the financial year 2020-2021 as per Section 148 of Companies Act 2013 due to non-production year.

INTERNAL AUDITOR:

The Board of directors was decided that since the company is not in aposition to meet the remuneration of internal auditors due to huge losses the company haspostponed the appointment of the internal auditors.

EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 134 (3) (a) of the Companies Act 2013 an extractof the Annual Return in Form No. MGT - 9s annexed herewith as Annexure B.

Conservation of energy technology absorption and foreign exchangeearnings and outgo

The details of conservation of energy technology absorption foreignexchange earnings and outgo are as follows

A) Conservation of energy:

Use of LED LIGHTS for saving electrical consumption

We have taken a forward steps towards the conservation of energy interms of electrical power saving by using the LED LIGHTS. In this year we have replacedthe plant lighting bulbs by the energy saving LED LIGHTS. Step by step we will try toreplace the whole lighting bulbs by these LED.

Less use of Pta charging electrical host for saving electricalconsumption.

Pta is the key raw material for CP plant. Now we brings the Pta intankers to our plantwhich save the electrical energy consume during the PTA bag lifting up& down movement of electrical hoist.

Demand Based Use of Cooling tower Fan & Air Cooler Fan.

Due to the day & night atmosphere tempdifference. In day we requirethe 2 fans of both type of cooler to be run. In night we stopped the one electrical fan ofboth cooler.

Demand Based Reduction of load on chiller & cooling tower.

By optimizing the plant process parameter & process activity wereduce the load on cooling tower & chiller.

Use ofturbo vent in place of electrical operated exhaust fan

B) Technology absorption

Installed HT Capacitor Bank for increasing power factor

We have taken our steps towards the modern days technology absorptionby installing the H.T. Power capacitor bank which will increase the power factor so thusit will be save the power consumption directly

Installing direct polymer melt (DPM) to poy

We have installed the direct melt line to poy which will save theenergy consumption along with convenient source for supplying the polymer to poy.

Installing new POY plant

We have installed the new poy plant which will decrease the powerconsumption ratio of per ton of production. New poy plant all machinery equipmentefficiency is higher as compared to the old one .

Saving of power cost (Power Purchase from IEX)

We have taken a forward steps by purchase power from (Shot Term OpenAccess) Power Exchange & it's per unit power rate is too less compared to the DNHPCLpower rate.

(C) Foreign exchange earnings and Outgo:

The particulars regarding foreign exchange earnings and outgo are givenin Note No. 36 to 40 of Financial statement.

CORPORATE SOCIAL RESPONSIBILITY(CSR)INITIATIVES:

The Company has constituted a Corporate Social Responsibility (CSR)Committee as per provisions of Section 135 of Companies Act 2013 to spend in various CSRinitiatives as provided under schedule VII of the Companies Act 2013 and rules madethereunder.

However due to losses suffered and your company been into CorporateDebt Restructuring (CDR) the company has not spent on any CSR activities/projects.However your Company is enthusiastic to serve the society at large which it will do inthe coming years.

LISTING AND DEMATERIALISATION:

The Equity Shares of the Company are listed on the BSE Limited &NSE Limited. Shareholders are requested to convert their holdings to dematerialized formto derive its benefits by availing the demat facility provided by NSDL and CDSL.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each IndependentDirector under Section 149(7) of the Companies Act 2013 that he/ she meets the criteriafor Independence as laid down in Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2016.

COMPANY'S POLICY ON NOMINATION APPOINTMENT REMUNERATION ANDEVALUATION:

The Current policy is to have an appropriate proportion of executiveand independent directors to maintain the independence of the Board and separate itsfunctions of governance and management. On March 31 2019 the Board consists offourmembers CFO and three are independent directors. The Company has framed a NominationRemuneration and one Nominee Director and Evaluation Policy.

VIGIL MECHANISM

Pursuant to the requirement of the Companies Act 2013 and provisions ofListing Agreement applicable to the Company your Company has adopted Vigil mechanism(Whistle Blower Policy) for complying with the Company's Code of Conduct and Ethics andparticularly to assuring that business is conducted with integrity and that the Company'sfinancial information is accurate. The reportable matters may be disclosed by theemployees to the Management / Managing Director / Chairman of the Audit Committee. Nocomplaint was received during the Financial Year 2020-21. During the year under review noemployee was denied access to the Audit Committee.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION186:

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

RELATED PARTY TRANSACTIONS:

All the related party transactions which were entered by the Companyduring the financial year were done on arm's length basis and were in the ordinary courseof business of the Company. Also there are no materially significant related partytransactions made by the company with Directors Key Managerial Personnel Promoter or anyother designated persons which may conflict with the interest of the Company at large.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Due to losses the Company has not paid any remuneration to the Board ofdirectors. Pursuant to that disclosures pertaining to remuneration and other details asrequired under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are not provided in theAnnual Report as AnnexureC.

In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules arerequired to be provided in the Annual Report. However there were no employees who were inreceipt of remuneration for which details need to be disclosed.

RISK MANAGEMENT POLICY:

Although the company has long been following the principle of riskminimization as is the norm in every industry it has now become a compulsion.

Therefore in accordance with Regulation 21 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board members were informedabout risk assessment and minimization procedures after which the Board formally adoptedsteps for framing implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the business. In order to achieve the key objective thepolicy establishes a structured and disciplined approach to Risk Management in order toguide decisions on risk related issues. In today's challenging and competitiveenvironment strategies for mitigating inherent risks in accomplishing the growth plans ofthe Company are imperative. The common risks inter alia are: Regulations CompetitionBusiness risk Technology obsolescence Investments Retention of talent and Expansion offacilities.

Risk Management framework shall primarily focus on the elements such asRisk to Company Assets and Property Employees Related Risks Foreign Currency RisksRisks associated with Non-Compliance of Statutory enactments Competition RisksOperational Risks and various other types of risks which may affect the business ororganization. Business risk inter-alia further includes financial risk Political riskFidelity risk Legal risk. As a matter of policy these risks are assessed and steps asappropriate are taken to mitigate the same.

Pursuant the provision of Regulation 21 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 with respect to the formation of the RiskManagement Committee is not applicable to your Company. Detailed policy framework isdisclosed on the website of the Company athttp://www.rairavon.com/Pdf/risk-management-policv.pdf

UNCLAIMED DIVIDEND:

Your Company would like to bring to the notice of the shareholdersthatthe unpaid dividend which needs to be transferred to Investor Education &Protection Fund as per Section 125 of the Companies Act 2013 was not done and the balanceis in Banksunpaid dividend Account.

ADDITIONAL DISCLOSURES UNDER COMPANIES ACT 2013:

a) The Company has not issued any bonus shares sweat equity sharesshares with differential voting rights and equity shares on rights basis during the yearunder review.

b) The Company does not accept any deposit from its public.

c) It is not proposed to transfer any amount to reserves.

d) No material changes and commitments which could affect the Company'sfinancial position have occurred between the end of the financial year of the Company anddate of this report.

e) There was no change in the nature of business during the year underreview.

f) The provisions regarding receipt of remuneration or commission fromholding or subsidiary of the Company are not applicable and hence the disclosure underSection 197 (14) is not required.

g) The Company has not received any complaints under Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

h) No significant and material orders were passed by the regulators orcourts or tribunals impacting the going concern status and Company's operations in future.

i) The Company has complied with the Secretarial Standards issued byThe Institute of Company Secretaries of India on Meetings of the Board of Directors andGeneral Meetings.

Voting rights which are not directly exercised by the employees inrespect of shares for the subscription/purchase of which loan was given by the Company (asthere is no scheme pursuant to which such persons can beneficially hold shares asenvisaged under section 67(3)(c) of the Companies Act 2013).

Acknowledgements:

Your Directors' would like to express their grateful appreciation forassistance and co-operation received from the Banks Government Authorities CustomersVendors and Members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services of the ExecutivesStaff members and Workers of the Company.

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