Rajesh Exports Ltd.
|BSE: 531500||Sector: Consumer|
|NSE: RAJESHEXPO||ISIN Code: INE343B01030|
|BSE 00:00 | 20 Feb||665.10||
|NSE 00:00 | 20 Feb||664.10||
|Mkt Cap.(Rs cr)||19,640|
|Mkt Cap.(Rs cr)||19640.40|
Rajesh Exports Ltd. (RAJESHEXPO) - Director Report
Company director report
Your Directors have great pleasure in presenting their 24th Annual Report on thebusiness and operations of the Company for the financial year ended 31st March 2018.
(Rs. in Millions)
Your Directors are pleased to report that your Company's total income during the periodunder review stood at Rs. 1876861.04 million. As a result the net profit for the yearunder review after provision for depreciation and income tax was Rs. 12657.87 millioncompared to Rs. 12436.33 million during the previous year.
The Board of Directors are pleased to recommend the payment of dividend for the yearended 31st March 2018 @ Re. 1.00 per share (100 per cent) for all the shareholders whosenames appear on the Register of Members as on the Book Closure date.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The Policy is available on the websiteof the Company i.e. www.rajeshindia.com
During the year 2017-2018 no complaints were received by the Company related to sexualharassment.
BOARD MEETINGS BOARD OF DIRECTORS KEY MANAGERIAL PERSONNEL & COMMITTEES OFDIRECTORS
The Board of Directors of the Company met seven times during the financial year. Thedetails of various
Board Meetings are provided in the Corporate Governance Report. The gap interveningbetween two meetings of the board is as prescribed in the Companies Act 2013 (hereinafter"the Act").
The Company has the following Committees of the Board:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee and
5. Risk Management Committee
The composition of each of the above Committees their respective role andresponsibility is as detailed in the Report of Corporate Governance.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he /she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the ListingRegulations.
Pursuant to the provisions of the Act and Reg. 17(8) of the Listing Regulations theBoard has carried out an annual evaluation of its performance the Directors individuallyas well as the evaluation of the working of its Audit and Nomination & RemunerationCommittees.
We have established a mechanism for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of our code of conduct or ethics policy.The mechanism also provides for adequate safeguards against victimization of employees whoavail of the mechanism and also provide for direct access to the Chairman of the AuditCommittee in exceptional cases. The Policy is available on the website of the Company i.e.www.rajeshindia.com .
RELATED PARTY TRANSACTIONS
The details of the related party transactions as required under Section 134(3)(h) readwith Rule 8 of the Companies (Accounts) Rules 2014 is attached as Annexure V.
In terms of the provisions of Sections 73 of the Act read with the relevant Rules ofthe Act the Company had no opening or closing balances and also has not accepted anyfixed deposits during the year under review and as such no amount of principal orinterest was outstanding as on March 31 2018.
Your Company has been practicing the principles of good corporate governance. TheCompany is in compliance with the provisions on corporate governance specified in theListing Regulations of BSE and NSE. A detailed report on corporate governance is availableas a separate section in this Annual Report. Certificate of the Statutory Auditorsregarding compliance with the conditions stipulated in Reg. 34(3) of the ListingRegulations is provided separately under this Annual Report.
a) STATUTORY AUDITOR
M/s P. V. Ramana Reddy & Co. Chartered Accountants Bengaluru were appointed asthe Statutory Auditors of the company to fillup the casual vacancy caused by M/s VSivasankar & Co. Chartered Accountants Bengaluru. The Audit Committee and the Boardof Directors have recommended the proposal to appoint M/s. P. V. Ramana Reddy & Co.Chartered Accountants Bengaluru as the Statutory Auditors of Company up to theconclusion of next Annual General Meeting and to authorize the Board
of Directors and Committees thereof to fix their remuneration. The company has receiveda certificate from the auditor to the effect that the appointment if made would be inaccordance with limits specified in the Act and that they meet the criteria ofindependence.
b) SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedMr. Deepak Sadhu Practicing Company Secretary for conducting Secretarial Audit of theCompany for the financial year 2017-2018.
AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT
The Auditors Report and Secretarial Audit Report do not contain any qualificationsreservations or adverse remarks. The Secretarial Audit Report is annexed herewith asAnnexure II.
DETAILS ABOUT SUBSIDIARIES/ASSOCIATES/JOINT VENTURES
The Details on Subsidiaries/Associates/Joint Ventures is annexed herewith as AnnexureIV.
CORPORATE SOCIAL RESPONSIBILITY
The Company has actively supported various initiatives in the areas of healtheducation and environment over the years. With the introduction of Section 135 of the Actwhich came into effect during financial year 2014-15 the Company has constituted aCorporate Social Responsibility ("CSR") Committee. The CSR Committee decided tocontinue with the existing programmes and increase focus on health and education in theyears ahead. The CSR Policy is available on the website of the Company i.e.www.rajeshindia.com
The Annual Report on Corporate Social Responsibility Activities is annexed herewith asAnnexure VII.
Company's (Disclosure of Particulars in the Report of Board of Directors) Rules 1988
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
CONSERVATION OF ENERGY
The Details on Conservation of energy is annexed herewith as Annexure VIII.
RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION
Your Company has the largest and one of the finest R&D units in jewellery industry.The research and development team of the Company comprises of some of the finestdesigners metallurgists chemists and senior craftsman. The Company has been instrumentalin developing and introducing several widely acclaimed jewellery designs. The Company hasalso developed several new systems procedures and techniques in jewellery manufacturing.
The company continues to adopt and use the latest technologies to improve theproductivity and quality of its services and products.
FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs. in lakhs)
PARTICULARS OF EMPLOYEES
During the year under review there were no employees who were drawing remuneration inexcess of Rs. 60 Lakhs per annum or Rs. 5 lakhs per month if employed for a part of theyear.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act 2013 with respectto Directors responsibility statement it is hereby confirmed:
1. That for the compilation of the annual accounts for the financial year ended31.03.2018 the applicable accounting standards have been followed along with properexplanation relating to the material departures.
2. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year under review and of the profit of the Company for that period.
3. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
4. That the Directors have compiled the accounts for the financial year ended31.03.2018 on a "going concern" basis.
5. Proper internal financial controls were followed by the Company and such internalfinancial controls are adequate and were operating effectively;
6. Proper systems are devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
There are no material changes and commitments made between balance sheet date and dateof directors Report. INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2016 as amended from time to time the code of conduct for prevention of insider tradingand the code for corporate disclosures ("Code") as approved by the Board fromtime to time are in force at the Company. The objective of this Code is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsDirectors designated employees and other employees. The Company also adopts the conceptof Trading Window Closure to prevent its Directors Officers designated employees andother employees from trading in the securities of Rajesh Exports Limited at the time whenthere is unpublished price sensitive information. No other material changes andcommitments affecting the financial position of the Company have occurred between April 12018 and the date of signing of this Report. The Policy is available on the website of theCompany i.e. www.rajeshindia.com
INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has a proper and adequate system of internal controls. This ensures thatall transactions are authorised recorded and reported correctly and assets aresafeguarded and protected against loss from unauthorized use or disposition. In additionthere are operational controls and fraud risk controls covering the entire spectrum ofinternal financial controls.
An extensive programme of internal audits and management reviews supplements theprocess of internal financial control framework. Properly documented policies guidelinesand procedures are laid down for this purpose. The internal financial control frameworkhas been designed to ensure that the financial and other records are reliable forpreparing financial and other statements and for maintaining accountability of assets. Inaddition the Company has identified and documented the risks and controls for eachprocess that has a relationship to the financial operations and reporting.
The Company also has an Audit Committee to interact with the Statutory AuditorsInternal Auditors and Management in dealing with matters within its terms of reference.This Committee mainly deals with accounting matters financial reporting and internalcontrols.
AUDIT COMMITTEE RECOMMENDATIONS
During the year all the recommendations of the Audit Committee were accepted by theBoard. The Composition of the Audit Committee is as described in the Corporate GovernanceReport.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT 9 is annexedherewith as Annexure III.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS U/S 186
The details of the investments made by the Company are in Note No. 3 of the auditedfinancial statements.
The Company has not made any loans to any persons within the meaning of Section 186 andhas also not given any guarantees within the meaning of that section.
RISK MANAGEMENT POLICY
The Company has a robust Enterprise Risk Management (ERM) framework to identifyevaluate business risks and opportunities. This framework seeks to create transparencyminimize adverse impact on the business objectives and enhance the Company's competitiveadvantage. The business risk framework defines the risk management approach across theenterprise at various levels including documentation and reporting. The framework hasdifferent risk models which help in identifying risk trends exposure and potential impactanalysis at a Company level as also separately for business segments. The Company hasidentified various risks and also has mitigation plans for each risk identified. ThePolicy is available on the website of the Company i.e. www.rajeshindia.com
CODE OF CONDUCT
Your Company has laid down a Code of Conduct ("Code") for all the BoardMembers and Senior Management Personnel of the Company. The Code is available on thewebsite of the Company i.e. www.rajeshindia . com. All Directors and Senior ManagementPersonnel of the Company have affirmed compliance with the Company's Code of Conduct forthe financial year ended March 31 2018. A declaration signed by the Chief ExecutiveOfficer (CEO) to this effect is attached in the Annual Report.
The shares of the Company continue to be listed at the National Stock Exchange of IndiaLtd Mumbai and the Bombay Stock Exchange Ltd Mumbai. The annual listing fees forNational Stock Exchange of India Ltd. and Bombay Stock Exchange Ltd. have been paid.
Your directors specially wish to place on record their sincere appreciation to theemployees of the Company for their dedication and hard work which have resulted inoverwhelming success of the Company during the year under report. Your directors place onrecord their gratitude to Canara Bank Bank of India and IDBI Bank for their continuedsupport. Your Directors also thank all the Shareholders Consultants Customers VendorsService providers Government & Statutory authorities for their continued support insuccessful running of company's business and its continued progress.