Rajkamal Synthetics Ltd.
|BSE: 514028||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE376L01013|
|BSE 00:00 | 12 Aug||29.15||
|NSE 05:30 | 01 Jan||Rajkamal Synthetics Ltd|
Rajkamal Synthetics Ltd. (RAJKAMALSYNTH) - Director Report
Company director report
Rajkamal Synthetic Limited
The Directors are pleased to present the 40th Annual Reporton the business and operations of the Company and the accounts for the Financial Yearended March 31 2021.
1. FINANCIAL PERFORMANCE OF THE COMPANY
The Company's financial performance for the year ended March 31 2021is summarised below:
2. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
During the year the Company continued to support new and existingcustomer growth plans enhancing our product offerings focusing on operatingefficiencies expanding sales and marketing efforts.
Duirng the year the Company generated revenue of Rs. 0.57 against Rs.6.32 lakh in financial year 2019-20. The Company incurred a Loss before tax of Rs. Rs.10.07 Lakh during the year as against Rs. 30.39 Lakh during the financial year ended March31 2020
3. DIVIDEND AND RESERVES
After considering the financial results for the financial year2020-2021 your Directors are of the opinion that it is prudent that no dividend bedeclared for the year under review.
4. SHARE CAPITAL
The paid-up equity share capital as at March 31 2021 is Rs. 65000000(Rupees Six Crore Fifty lakh only). There is no change in the share capital of the companyduring the financial year.
5. SUBSIDIARY AND ASSOCIATES COMPANIES
As on March 31 2021 the Company has no Subsidiary or Associate orJoint Venture Company. There are no companies which have become or ceased to be theSubsidiary or Associates or Joint Venture of the Company during the financial year endedon March 31 2021.
6. CONSOLIDATED FINANCIAL STATEMENT
The Company is not required to consolidate its financial statements interms of provisions of Companies Act 2013 and rules made there-under.
7. CORPORATE GOVERNANCE
A Report on Corporate Governance as required in terms of theprovisions of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 together with the Auditor's Certificate thereon is annexed herewith asAnnexure-I
8. ANNUAL RETURN
In pursuance to the provisions of section 92(3) of the Companies Act2013 Annual Return for the financial year ended on March 31 2021 is available on thewebsite of the Company i.e. www.rajkamalsynthetics .com
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL COMPOSITION OF BOARD OFDIRECTORS
As on the date of this Director's Report your Company has 4 (Four)Directors consisting of 3 (Three) Independent Directors 1 (One) Woman Director 1 (One)Executive Directors including a Managing Director as follows:
During the year 2020-2021 there was no change in composition of Board.
As on March 31 2021 there was no disqualification of any Directorpursuant to Section 164 (2) of the Act.
As on March 31 2021 the Key Managerial Personnel of the Company wereas follows:
Mr. Ravi Birla : Chief Financial Officer
Ms. Meenu Sarraf : Company Secretary and Compliance Officer
All Independent Directors have furnished to the Company adeclaration under Section 149(7) of the Companies Act 2013 stating that they meetcriteria of Independence as provided under section 149(6) of the Companies Act 2013 andSEBI Listing Regulations.
The performance evaluation of the Independent Directors wascompleted.
10. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD ANDINDIVIDUAL DIRECTORS:
During the year the Board of Directors has carried out an annualevaluation of its own performance and individual directors pursuant to a guidance notedated January 5 2017 released by Securities and Exchange Board of India("SEBI") on the evaluation of the board of directors of a listed company("Guidance Note"). The performance of the Board and individual directors wasevaluated by the Board after seeking inputs from all the directors on the basis ofcriteria such as the Board composition and structure effectiveness of Board processesinformation and functioning etc. In a separate meeting of Independent directorsperformance of Non-Independent Directors and the Board as a whole was evaluated takinginto account the views of Executive Directors and Non-Executive Directors.
Pursuant to the provisions of the Companies Act 2013 the Board hascarried out an annual performance evaluation of its own performance the Directorsindividually as well as evaluation of the working of the Board and its Committeesculture execution and performance of specific duties obligations and governance.
11. BOARD MEETINGS
During the financial year ended on March 31 2021 05 (Five) BoardMeetings and 04 (Four) Audit Committee Meetings were convened and held in accordance withthe provisions of the Companies Act 2013 and rules made there under. All the Directorsactively participated in the meetings. The details are given in the Corporate GovernanceReport. The intervening gap between the meetings was with the period prescribed under thelaw.
A meeting of the Independent Directors of Company convened and held incompliance with the requirements of Schedule IV of the Companies Act 2013 and theprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY
During the financial year ended on March 31 2021 the Company has notgiven any loan or guarantee or provided security or made investment pursuant to theprovisions of section 186 of the Companies Act 2013.
13. REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a frameworkin relation to remuneration of Directors Key Managerial Personnel and Senior Managementof the Company. This policy also lays down criteria for selection and appointment of BoardMembers. The remuneration and nomination policy has been posted on the website of theCompany (www.rajkamalsynthetics.com)
14. PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has zero tolerance towards sexual harassment at workplaceand has adopted a Policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules made thereunder. As requiredunder law an Internal Complaints Committee has been constituted for reporting andconducting inquiry into the complaints made by the victim on the harassments at the workplace. During the year under review there were no cases filed or reported pursuant to theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013
15. RELATED PARTY TRANSACTIONS AND POLICY
The Company has developed a related party transactions frameworkthrough standard operating procedures for the purpose of identification and monitoring oftransactions with the related parties.
The policy on related party transactions as approved by the Board ofDirectors has been uploaded on the website of the Company. None of the Directors has anypecuniary relationship or transactions vis-d-vis the Company.
The details of transactions entered into with the related parties aregiven here-in-below in form AOC-2 in terms of the provision of section 188(1) includingcertain arm's length transactions:
A. Details of contract or arrangement or transactions not at arms'length basis: NIL
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by theRegulators/Courts that would impact the going concern status of the Company and its futureoperations.
17. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(5) of the Companies Act2013 the Directors confirm that;
i. in the preparation of the Annual Accounts for the year ended March31 2021 the applicable accounting standards have been followed along with properexplanation relating to departures if any;
ii. appropriate accounting policies have been selected and appliedconsistently and such judgments and estimates have been made that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as atMarch 31 2021 and of the profit of the Company for the year ended on that date.
iii. proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a "goingconcern" basis;
v. proper internal financial controls are laid down and such internalfinancial controls are adequate and operating effectively;
vi. proper systems to ensure compliance with the provisions of allapplicable laws have been devised and such systems were adequate and operatingeffectively..
18. STATUTORY AUDIT
Harshil Shah & Company Chartered Accountants (Firm RegistrationNo. 141179W) is the Statutory Auditors of the Company appointed at the 39thAnnual General Meeting held in the year 2020 for a period of five years till theconclusion of the 44th Annual General Meeting of the Company to be held in theyear 2025.
There is no audit qualification reservation or adverse remark for thefinancial year under review.
19. COST AUDIT
Provision of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 are not applicable to the Company duringthe financial year under review.
20. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013and rules made there under the Company has appointed R M Mimani & Associates LLPCompany Secretaries to undertake the Secretarial Audit of the Company. The SecretarialAudit Report is annexed herewith as Annexure - "II" and forms an integral partof this report.
Board explanation to the qualification in the Secretarial Audit Report:
a) The Company has not complied with the provisions section 152 of theAct with regard to retirement of Directors at the Annual General Meeting.
Board explanation: The said has been taken care in the ensuing AnnualGeneral Meeting
b) The Company has not complied with the provision of section 101 ofthe Act with regard to calling of Annual General Meeting by giving notice of clear 21days' notice.
Board explanation: The said will be ensured going forward
c) The Company has not fully complied with the regulation 46 of theSEBI (Listing obligation and Disclosure Requirements) 2015 with regard to the functionalwebsite the Company has not updated the contents on the website within the time limitspecified in the said regulation Board explanation: The said will be ensured going forward
d) The Company has delayed in filing the data/return/results asrequired under the various regulations Regulation 7 (3) 13(3) 23(9) 24(A) 31 3340(9) 76 74(5) for the Quarter ended March 31 2021
Board explanation: It will be ensured that there are no delayed infiling the data/return/results as per applicable regulatory requirements.
e) The Company has not complied with clause 4 of the Schedule B of PITRegulations 2015 with regard to closure of trading window for the quarter ended on March31 2021
Board explanation: The said will be ensured going forward.
f) The company has delayed in making payment of listing fee during thereview period as required under regulation 14 of the SEBI (Listing obligation andDisclosure Requirements) Regulations 2015.
Board explanation: It will be ensured that there is no delay making inmaking payment of listing fee going forward.
21. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigationsystem which are constantly assessed and strengthened with new/revised standard operatingprocedures. The Company's internal control system is commensurate with its size scale andcomplexities of its operations. The main thrust of internal audit is to test and reviewcontrols appraisal of risks and business processes besides benchmarking controls withbest practices in the industry. The Audit Committee of the Board of Directors activelyreviews the adequacy and effectiveness of the internal control systems and suggestsimprovements to strengthen the same. The Company has a robust Management InformationSystem which is an integral part of the control mechanism. The Audit Committee of theBoard of Directors Statutory Auditors and the Business Heads are periodically apprised ofthe internal audit findings and corrective actions taken. Audit plays a key role inproviding assurance to the Board of Directors. Significant audit observations andcorrective actions taken by the management are presented to the Audit Committee of theBoard. To maintain its objectivity and independence the Internal Audit function reportsto the Chairman of the Audit Committee.
22. RISK MANAGEMENT
The Company has framed a risk management framework to identifybusiness risk and challenges across the Company. The risk framework helps us meet thebusiness objectives by aligning operating controls with the mission and vision of theCompany. After extensive deliberation on the nature of risk and after adequate riskmitigations steps the business activities are being carried out under the directsupervision of the Board of Directors of the Company to ensure that no foreseeable riskinvolved in such an activity which may threaten the existence of the Company
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provision of Schedule VII of the Companies Act 2013 read withCompanies Corporate Social Responsibility Policy Rules 2014 are not applicable to theCompany during the year under review.
24. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances environmental regulations andpreservation of natural resources.
The Company is committed to continuously take further steps to providea safe and healthy environment.
25. STATUTORY INFORMATION
The information on conservation of energy technology absorptionand foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the CompaniesAct 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 are notapplicable to the Company during the financial year under review.
The information required under section 197 of the Companies Act2013 read with Rule 5(1) (2) & (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of employees of the Company are notapplicable to the Company during the financial year ended on March 31 2021 as there isno employee other than Directors.
The Company has not accepted or renew any deposits within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.
The Business Responsibility Reporting as required under SEBI(LODR) 2015 and is not applicable to your Company for the financial year under review.
Disclosure as required under para-F of Schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are not applicable tothe Company during the financial year.
26. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review asstipulated under SEBI (LODR) Regulations 2015 is presented in a separate section formingpart of this Annual Report for the financial year ended March 31 2021.
27. CAUTIONARY STATEMENT
Statements in this Report Management Discussion and AnalysisCorporate Governance Notice to the Shareholders or elsewhere in this Annual Reportdescribing the Company's objectives projections estimates and expectations mayconstitute 'forward looking statement' within the meaning of applicable laws andregulations. Actual results might differ materially from those either expressed or impliedin the statement depending on the Market conditions and circumstances.
28. DISCLOSURES UNDER SECTION 134(3Hl) OF THE COMPANIES ACT 2013
Except as disclosed elsewhere in this report no material changes andcommitments which could affect the Company's financial position have occurred between theend of the financial year of the Company and date of this report.
29. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS
The Company's shares are listed with BSE Ltd. Your Company has paid theannual listing fees and there are no arrears.
30. ACKNOWLEDGEMENT AND APPRECIATION
Your Directors wish to thank all the stakeholders who have contributedto the success of your Company. Your Directors wish to place on record their appreciationfor the contribution made by the employees at all levels. Your Directors also wish tothank its customers dealers agents suppliers investors and bankers for their continuedsupport and faith reposed in the Company.