The Directors have pleasure in presenting the Thirty Sixth Annual Report together withthe statement of Audited Financial Statements for the financial year ended March 31 2017.
| || |
(Rupees in Lakhs)
|Details ||Year ended 31.03.2017 ||Year ended 31.03.2016 |
|Net sales and other income ||180.82 ||172.91 |
|Profit before Finance Costs and Depreciation ||51.31 ||48.02 |
|Finance Costs ||5.14 ||0.60 |
|Depreciation & Amortization ||26.01 ||25.97 |
|Profit before Exceptional Items and Tax ||20.16 ||21.45 |
|Exceptional Items ||0.08 || |
|Profit before tax ||20.24 ||21.45 |
|Provision for taxation: || || |
|Current Tax ||6.43 ||4.11 |
|Tax pertaining to earlier years || ||0.12 |
|Deferred Tax ||(1.67) ||(0.55) |
|Profit after ||15.48 ||17.77 |
|Surplus brought forward from previous year ||824.57 ||806.80 |
|Total ||840.05 ||824.57 |
|Transfer to general reserve || || |
|Surplus in Profit & Loss Account ||840.05 ||824.57 |
During the year under review the turnover of the Company had decreased by 3.92% toRs.122.32 lakhs as against Rs.127.31 lakhs in the previous year. The Company has achievedprofitBefore Tax of Rs.20.24 lakhs as against profit of Rs. 21.45 lakhs in the previousyear in the same period the Profitafter Tax stood at Rs. 15.48 lakhs against the profitof Rs. 17.77 lakhs.
Company has not recommended any dividend during the year under review nor transferredany amount to General Reserve.
During the year the Company has not availed loan from Banks and other financialinstitutions.
Directors Responsibility Statement
Pursuant to provision of section 134 (5) of the Companies Act 2013 the directorshereby state and confirm:
a) that in the preparation of the annual accounts for the financial year ended March31 2017 applicable accounting standards have been followed and no material departureshave been made from the same;
b) that they had selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of theofthe Company for the year ended on that asat March 31 2017and of the Profit date;
c) that they had taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 and for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;
d) that they had prepared the annual accounts of the Company on a "goingconcern" basis;
e) that they had laid down proper internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) that they had devised proper systems to ensure compliance with the provisions of allapplicable laws were in lace and that such systems were adequate and operatingeffectively.
Management Discussion and Analysis Report
The Management Discussion and Analysis forms an integral part of this Report andcovers amongst other matters the performance of the Company during the financial yearunder review as well as the future prospects.
Corporate Governance Report and Certificate
In compliance with Regulation 34 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on CorporateGovernance along with Compliance Certificate issued by Statutory Auditor's of the Company
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
Directors and Key Managerial Personnel
As per the provisions of Section 152 of the Companies Act 2013 Mr. Devendra Sharma(DIN: 00921174) CEO & Managing Director of the Company is due to retire by rotation.Mr. Devendra Sharma being eligible offers himself for re-appointment.
The Independent Directors of your Company have given a declaration confirmingthat theymeet the criteria of independence as prescribed both under the Act and the ListingRegulations.
Ms. Bharti Sachdev Company Secretary and Compliance Officer being the Key ManagerialPersonnel of the Company resigned with effect from February 05 2017 due to personalreasons.
Ms.Kalp Shri Vaya a member of Institute of Company Secretaries of India has beenappointed as Company Secretary and Compliance Officer of the Company with effect
Pursuant to the provisions of Section 139 (2) of the Companies Act 2013 the StatutoryAuditors M/s. SATYAM SVG & Co. Chartered Accountants (ICAI Registration No. 011714C)who have been acting as statutory auditors of the Company for more than ten years cannotbe reappointed at the ensuing Annual General Meeting.
In view of the said provisions of the Companies Act 2013 the Board of Directors onthe recommendation of Audit Committee have made its recommendation for appointment of M/s.Nyati and Associates Chartered Accountants (ICAI Registration No. 002327C) as theStatutory Auditors of the Company by the Members at the 36th Annual General Meeting of theCompany for an initial term of 5 years. Accordingly a resolution seeking members'approval for their appointment as Statutory Auditors of the Company for the period of 5consecutive years from the conclusion of this Annual General Meeting till the conclusionof forty first Annual General Meeting is proposed. The Board recommends passing of theproposed resolution. Auditors' report for the year under review does not contain anyqualifications which call for any explanation from the Board of Directors.
The Board places on record its appreciation for the services rendered by M/s. SATYAMSVG & Co. as the Statutory Auditors of the Company.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under the Company has appointed Mr. Ronak Jhuthawat Practicing Company Secretary(COP No. 12094) to undertake the Secretarial Audit of the Company. The Secretarial AuditReport is annexed as Annexure II to this Report.
Extract of Annual Return
Pursuant to the provisions of Section 92(3) of the Companies Act 2013 and Rules framedthereunder an extract of Annual Return as on March 31 2017 in the prescribed Form No.MGT-9 is annexed as Annexure I to this Report.
Particulars of Employees
The information required in accordance with Section 197 (12) of the Companies Act 2013read with Rule 5(1) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and forming part of the Board's Report for the year ended 31stMarch 2017 can be accessed in the manner as provided under Section 136 of the CompaniesAct 2013. If any Member is interested in obtaining these particulars may write to theCompany Secretary at the Registered Office of the Company in this regard. Further theCompany has no person in its employment drawing remuneration in excess of limits asdefined under the provisions of Section 197 of the Companies Act 2013 read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
Contracts or Arrangement with Related Parties
All related Party transactions that were entered during the year were in ordinarycourse of business and at Arm's length pricing basis. There were nomateriallysignificantRelated Party Transactions entered into with Promoters DirectorsKey Managerial Personnel or other persons which may have a potential conflict with theinterest of the Company.
Suitable disclosures as required under AS-18 has been made in Notes to the Accounts.
Vigil Mechanism/Whistle Blower Policy
Pursuant to Section 177 of the Companies Act 2013 the rules made there under and theRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has established a Vigil Mechanism for directors and employees to reportgenuine concerns about any instance of any irregularity unethical practice and/ormisconduct. The Details of the Vigil Mechanism/ Whistle Blower policy is explained in theCorporate Governance Report and also uploaded on the website of the Company.
Material Orders Passed by the Regulators or Courts or Tribunals impacting theSignificant Going Concern status of the Company and material orders passed by theRegulators or Courts or Tribunals which would Therearenosignificant impact the goingconcern status of the Company.
Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earningsand Outgo required under the Companies (Accounts) Rules 2014 A. Conservation of Energyand Technology Absorption. Adaption and Innovation
The Company has no particulars to furnish under the above head since it has not carriedany manufacturing activity during the year under review.
B Foreign Exchange Earning & Outgo and Export Activities 1. Foreign exchangeearnings and outgo
Earning : Rs. Nil (previous year Rs. Nil Outgo: Rs. 6.07 lakh (previous year Rs. 4.64lakh)
Your Directors express their sincere thanks to the Bankers Financial InstitutionsCustomers Government Departments and Suppliers for their continued co-operation. Thedirectors also place on record their deep appreciation for the valuable contribution ofemployees at all levels.
Your Directors also thanks the shareholders and other stakeholders for their continuedsupport and patronage during the year under review.
| || ||By order of the Board |
| || ||For Rajdarshan Industries Ltd. |
| ||Ashok Doshi ||Ajay Singh Doshi |
|Udaipur August 22 2017 ||Director ||Whole Time Director |
| ||DIN - 00648998 ||DIN - 02433576 |
Rajdarshan Industries Limited 59 Moti Magri Scheme Udaipur
My report of even date is to be read along with this letter.
1. Maintenance of Secretarial records is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onmy audit.
2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on the test basis to ensure that correct facts are reflectedinSecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.
3. I have not verifiedthe correctness and appropriateness offinancialrecords and booksof accounts of the Company.
4. Where ever required I have obtained the Management representation about complianceof laws rules and regulations and happenings of events etc.
5. The compliance of provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management. My examination was limitedto the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of efficacy or effectiveness with which the management has conducted theaffairs of the Company.
| ||For Ronak Jhuthawat & Co |
| ||Company Secretaries |
| ||Ronak Jhuthawat |
| ||Proprietor |
|Udaipur August 20 2017 ||ACS: 32924 CP: 12094 |