The Members of
Rajesh Export Limited
We are delighted to present on behalf of Board of Directors the 27thAnnual Report on the business and operations of the Company for the financial year ended31st March 2021.
(Rs. in Millions)
| ||CONSOLIDATED ||STANDALONE |
| ||For the year ended 31.03.2021 ||For the year ended 31.03.2020 ||For the year ended 31.03.2021 ||For the year ended 31.03.2020 |
|Profit before Depreciation ||9846.20 ||13338.13 ||1049.57 ||4368.87 |
|Less : Depreciation ||904.31 ||726.27 ||9.85 ||11.38 |
|Profit after depreciation ||8941.89 ||12611.86 ||1039.72 ||4357.49 |
|Less : Provision for taxation & Deferred tax ||489.82 ||554.25 ||48.55 ||325.95 |
|Profit after taxation ||8452.07 ||12057.61 ||991.17 ||4031.54 |
|Add : Balance as per last account ||71978.68 ||60216.33 ||28269.37 ||24533.09 |
|Profit available for appropriation ||80430.75 ||72273.94 ||29260.54 ||28564.63 |
|Less: Dividend ||295.26 ||295.26 ||295.26 ||295.26 |
|Balance surplus transferred to Balance Sheet ||80135.49 ||71978.68 ||28965.28 ||28269.37 |
Your Directors are pleased to report that your Company's totalincome during the period under review stood at Rs. 2583056.47 million. As a result thenet profit for the year under review after provision for depreciation and income tax wasRs. 8452.06 million.
The Board of Directors are pleased to recommend the payment of dividendfor the year ended 31st March 2021 @ Re.1.00 per share (100 per cent) for all theshareholders whose names appear on the Register of Members as on the Book Closure date.Dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) andshall be subject to deduction of tax at source.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMENAT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place a Prevention of Sexual Harassment Policy inline with the requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013. An Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. The Policy is availableon the website of the Company i.e. www.rajeshindia.com
During the year 2020-2021 no complaints were received by the Companyrelated to sexual harassment.
BOARD MEETINGS BOARD OF DIRECTORS KEY MANAGERIAL PERSONNEL &COMMITTEES OF DIRECTORS
The Board of Directors of the Company met seven times during thefinancial year. The details of various Board Meetings are provided in the CorporateGovernance Report. The gap intervening between two meetings of the board is as prescribedin 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 roleand responsibility is as detailed in the Report of Corporate Governance.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independentdirector under Section 149(7) of the Companies Act 2013 that he /she meets the criteriaof independence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25of the SEBI (Listing obligation disclosure requirement) 2015.
Pursuant to the provisions of the Companies Act 2013 and Regulation17(10) of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 theBoard carried out annual evaluation of its own performance performance of its Committeesand evaluation of individual director including independent directors. The independentdirectors carried out an annual performance of non independent directors the Board as awhole and chairperson of the Company. Nomination and Remuneration Committee of the Boardof directors evaluated the performance of every director. The performance is evaluated onthe basis of number of Board and Committee meetings attended by individual directorsparticipation of director in the affairs of the company duties performed by eachdirector targets archived by the company during the year. The Board found the evaluationsatisfactory and no observations were raised during the said evaluation in current year aswell as in previous year.
We have established a mechanism for employees to report concerns aboutunethical behavior actual or suspected fraud or violation of our code of conduct orethics policy. The mechanism also provides for adequate safeguards against victimizationof employees who avail of the mechanism and also provide for direct access to the Chairmanof the Audit Committee in exceptional cases. The Policy is available on the website of theCompany i.e. http://www.rajeshindia.com/
RELATED PARTY TRANSACTIONS
The details of the related party transactions as required under Section134(3)(h) read with Rule 8 of the Companies (Accounts) Rules 2014 is attached asAnnexure IV.
In terms of the provisions of Section 73 of the Act read with therelevant Rules of the Act the Company had no opening or closing balances and also has notaccepted any fixed deposits during the year under review and as such no amount ofprincipal or interest was outstanding as on March 31 2021.
Your Company has been practicing the principles of good corporategovernance. The Company is in compliance with the provisions on corporate governancespecified in the SEBI (Listing obligation disclosure requirement) 2015 of BSE and NSE. Adetailed report on corporate governance is available as a separate section in this AnnualReport. Certificate of the Statutory Auditors regarding compliance with the conditionsstipulated in Reg. 34(3) of the SEBI(Listing obligation disclosure requirement) 2015 isprovided separately under this Annual Report.
There is no change in Share capital (authorized and paid-up) from lastfinancial year.
a) STATUTORY AUDITOR
M/s P. V. Ramana Reddy & Co. Chartered Accountants Bangaluruwere appointed as Statutory Auditors of Company in the 26th AGM up to the conclusion ofnext Annual General Meeting. The Audit Committee and the Board of Directors haverecommended the proposal to reappoint M/s. P. V. Ramana Reddy & Co. CharteredAccountants Bengaluru as the Statutory Auditors of Company up to the conclusion of nextAnnual General Meeting and to authorize the Board of Directors and Committees thereof tofix their remuneration. The company has received a certificate from the auditor to theeffect that the appointment if made would be in accordance with limits specified in theAct and that they meet the criteria of independence.
b) SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshas appointed Mr. Deepak Sadhu Practicing Company Secretary for conducting SecretarialAudit of the Company for the financial year 2020-2021.
AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT
The Auditors Report and Secretarial Audit Report do not contain anyqualifications reservations or adverse remarks. The Secretarial Audit Report is annexedherewith as Annexure II.
DETAILS ABOUT SUBSIDIARIES/ASSOCIATES/JOINT VENTURES
The Details on Subsidiaries/Associates/Joint Ventures is annexedherewith as Annexure III.
CORPORATE SOCIAL RESPONSIBILITY
The Company has actively supported various initiatives in the areas ofhealth education and environment over the years. With the introduction of Section 135 ofthe Act which came into effect during financial year 2014-15 the Company has constituteda Corporate Social Responsibility ("CSR") Committee. The CSR Committee decidedto continue 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 isannexed herewith as Annexure VI.
Company's (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
CONSERVATION OF ENERGY
The Details on Conservation of energy is annexed herewith as AnnexureVII.
RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION
Your Company has the largest and one of the finest R&D units injewellery industry. The research and development team of the Company comprises of some ofthe finest designers metallurgists chemists and senior craftsman. The Company has beeninstrumental in developing and introducing several widely acclaimed jewellery designs. TheCompany has also developed several new systems procedures and techniques in jewellerymanufacturing.
The company continues to adopt and use the latest technologies toimprove the productivity and quality of its service and products.
FOREIGN EXCHANGE EARNINGS AND OUTGO
(Rs. in lakhs)
|Particulars ||2020-21 ||2019-20 |
|Foreign Exchange Earnings ||185783.38 ||4579008.56 |
|Foreign Exchange Outgo ||178761.30 ||4604408.57 |
PARTICULARS OF EMPLOYEES
During the year under review there were no employees who were drawingremuneration in excess of Rs.60 Lakhs per annum or Rs. 5 lakhs per month if employed fora part of the year.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act2013 with respect to Directors responsibility statement it is hereby confirmed:
1. That for compilation of annual accounts for the financial year ended31.03.2021 the applicable accounting standards have been followed along with properexplanation relating to the material departures.
2. That the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year under review and of the profit of the Company for that period.
3. That the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
4. That the Directors have compiled the accounts for the financial yearended 31.03.2021 on a "going concern" basis.
5. Proper internal financial controls were followed by the Company andsuch internal financial controls are adequate and were operating effectively;
6. Proper systems are devised to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
There are no material changes and commitments made between balancesheet date and date of directors Report.
INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading)Regulations 2016 as amended from time to time the code of conduct for prevention ofinsider trading and the code for corporate disclosures ("Code") as approved bythe Board from time to time are in force at the Company. The objective of this Code is toprotect the interest of shareholders at large to prevent misuse of any price sensitiveinformation and to prevent any insider trading activity of dealing in shares of theCompany by its Directors designated employees and other employees. The Company alsoadopts the concept of Trading Window Closure to prevent its Directors Officersdesignated employees and other employees from trading in securities of Rajesh ExportsLimited at the time when there is unpublished price sensitive information. No othermaterial changes and commitments affecting the financial position of the Company haveoccurred between April 1 2021 and the date of signing of this Report. The Policy isavailable on the website of the Company i.e. http://www. rajeshindia.com/
INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has a proper and adequate system of internal controls. Thisensures that all transactions are authorised recorded and reported correctly and assetsare safeguarded and protected against loss from unauthorized use or disposition. Inaddition there are operational controls and fraud risk controls covering the entirespectrum of internal financial controls.
An extensive programme of internal audits and management reviewsuppliments the process of internal financial control framework. Properly documentedpolicies guidelines and procedures are laid down for this purpose. The internal financialcontrol framework has been designed to ensure that the financial and other records arereliable for preparing financial and other statements and for maintaining accountabilityof assets. In addition the Company has identified and documented the risks and controlsfor each process that has a relationship to financial operations and reporting.
The Company also has an Audit Committee to interact with the StatutoryAuditors Internal Auditors and Management in dealing with matters within its terms ofreference. This Committee mainly deals with accounting matters financial reporting andinternal controls.
AUDIT COMMITTEE RECOMMENDATIONS
During the year all recommendations of the Audit Committee wereaccepted by the Board. The Composition of the Audit Committee is as described in theCorporate Governance Report.
EXTRACT OF ANNUAL RETURN
As required under Section 134(3)(A) of the Act the extract of annualreturn is put up on the Company's website.
In accordance with SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Company has formulated a policy for determiningmaterial subsidiaries. The policy has been uploaded on the website of the Company athttps://rajeshindia-production.s3.amazonaws.com/uploads/corporate_governance/file/15/Material_Subsidiaries.pdf
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR:
The Company has a familiarization Program for Independent Directors tofamiliarize them with regard to their roles rights responsibilities in the Companyalong with industry business operations business model code of conduct and policies ofthe Company etc. The Familiarization Program has been disclosed on the website of theCompany. The company's policy on familiarization Program is available on thefollowing web link:https://rajeshindia-production.s3.amazonaws.com/uploads/corporate_governance/file/1/familiarization Program_for_independent_directors.pdf.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments have occurred after the closure offinancial year till the date of this Report which affect the financial position of theCompany.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN ANDSECURITIES PROVIDED (REFERENCE SECTION 186)
The details of the investments made by the Company are in Note No. 3 ofthe audited financial statements.
The Company has not made any loans to any persons within the meaning ofSection 186 and has also not given any guarantees within the meaning of that section.
RISK MANAGEMENT POLICY
The Company has a robust Enterprise Risk Management (ERM) framework toidentify evaluate business risks and opportunities. This framework seeks to createtransparency minimize adverse impact on the business objectives and enhance theCompany's competitive advantage. The business risk framework defines the riskmanagement approach across the enterprise at various levels including documentation andreporting. The framework has different risk models which help in identifying risks trendexposure and potential impact analysis at a Company level as also separately for businesssegments. The Company has identified various risks and also has mitigation plans for eachrisk identified. The Policy is available on the website of the Company i.e.www.rajeshindia.com
STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS
In requirement of para 9 of revised Secretarial Standards on the BoardMeeting i.e SS-1 your Directors state that they have devised proper systems to ensurecompliance with the provisions of all Secretarial Standards and that such systems areadequate and operating effectively.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Section 125 of Companies Act 2013 (corresponding tosection 205C of Companies Act 1956) all unpaid dividend due for more than seven years hasto be transferred to Investor Education and Protection fund maintained by CentralGovernment. Accordingly the company has transferred a sum of Rs. 719484/- (Rupees SevenLakh Nineteen Thousand Four Hundred and Eighty Four) during the year to the said fund.The details of the investors whose amount is transferred is available on website of thecompany www. rajeshindia.com.
CODE OF CONDUCT
Your Company has laid down a Code of Conduct ("Code") for allthe Board Members and Senior Management Personnel of the Company. The Code is available onthe website of the Company i.e.https://rajeshindia.production.s3.amazonaws.com/uploads/corporate_governance/file/7/Code_of_Conduct.pdf.All Directors and Senior Management Personnel of the Company have affirmed compliance withthe Company's Code of Conduct for the financial year ended March 31 2021. Adeclaration signed by the Chief Executive Officer (CEO) to this effect is attached in theAnnual Report.
The shares of the Company continue to be listed at the National StockExchange of India Ltd Mumbai and the Bombay Stock Exchange Ltd Mumbai. The annuallisting fees for National Stock Exchange of India Ltd. and Bombay Stock Exchange Ltd. havebeen paid.
Your directors specially wish to place on record their sincereappreciation to the employees of the Company for their dedication and hard work which hasresulted in overwhelming success of the Company during the year under report. Yourdirectors place on record their gratitude to Canara Bank for their continued support. YourDirectors also thank all the Shareholders Consultants Customers Vendors Serviceproviders Government & Statutory authorities for their continued support insuccessful running of company's business and its continued progress.
| ||For and on behalf of the Board |
| ||Sd/- |
|Place : Bengaluru ||RAJESH MEHTA |
|Date : June 30 2021 ||Chairman |