Your Directors take pleasure in presenting the Twenty Ninth Annual Report together withthe Audited Financial Statements of your Company for the financial year ended March 312019.
(Rs. in Lakhs)
|Particulars ||31.03.2019 ||31.03.2018 |
|Revenue ||6153.49 ||2932.26 |
|Expenses excluding Interest and Depreciation & Amortization ||5437.06 ||2670.85 |
|Profit for the year before Interest Depreciation & Amortization ||716.43 ||261.41 |
|Less : Interest Cost for the year ||78.57 ||68.82 |
|Less : Depreciation & Amortization ||121.78 ||116.32 |
|Gross Profit for the year ||516.08 ||76.27 |
|Less : Exceptional Items ||125.91 ||- |
|Profit for the year after Exceptional Items ||390.17 ||76.27 |
|Add/(Less) Provision for Income Tax ||(82.15) ||(13.35) |
|Add/(Less) Deferred Tax ||(99.84) ||(20.40) |
|Net Profit for the period ||208.18 ||42.52 |
In view of proposed expansion plans and working capital requirements of the Companyyour Directors do not recommend a Dividend for the financial year ended March 31 2019.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
During financial year 2018-19 there was no change in the nature of Companysbusiness.
There was no change in the authorized as well as paid up share capital of the Companyduring the year under review.
The current Authorized Capital of the Company is Rs. 132500000/- divided into12500000 Equity shares of Rs. 10/- each and 750000 4% Non-Cumulative RedeemablePreference Shares of Rs. 10/- each and Paid-up Capital of the Company is Rs.109394000/- divided into 10939400 Equity Shares of Rs. 10/- each.
TRANSFER TO RESERVES:
During the year the Company has not transferred any amount to General Reserves.
OPERATIONS AND STATE OF AFFAIRS:
During the financial year under review Company registered a total revenue fromoperations Rs. 6141.10 Lakhs as against Rs. 2917.30 Lakhs in the previous year. Exportsales were marginally lower from Rs. 136.01 Lakhs achieved in previous year to Rs. 132.93Lakhs. With the Companys focus on growth and cost reduction efforts has helped theCompany to earn profit of Rs. 204.73 Lakhs for the year ended March 31 2019 as againstnet profit ofRs. 36.29 Lakhs in the previous year.
The affairs of the Company are functioning smoothly and appropriately in compliancewith all the applicable laws and regulations.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company is not having net worth of Rupees Five Hundred Crores or more or turnoverof Rupees One Thousand Crores or more or a Net Profit of Rupees Five Crores or more duringany financial year. As such the provisions of Companies (Corporate Social ResponsibilityPolicy) Rules 2014 are not applicable to the Company.
In view of the above no provision for CSR activity have been made during the financialyear 2018-19.
The Company has set up vigil mechanism viz. Whistle Blower Policy to enable theemployees and Directors to report to the Audit Committee Chairman genuine concernsunethical behavior and irregularities if any noticed by them in the Company which couldadversely affect companys operations. This mechanism also provides safeguardsagainst victimization of employees who avail of the mechanism. The details of the sameare explained in the Corporate Governance Report and also posted on the website of theCompany at http://www.rkforging.com/wp-content/uploads/2017/04/WHISEL-BLOWER-POLICY-1.pdf. All Directors and employees have access to the Chairman of theAudit Committee. The policy with the name and address of Chairman of the Audit Committeehas been circulated to the employees. Further no personnel have been denied access to theAudit Committee during the period under review.
Your Company has not accepted any deposits from the public falling within the purviewof Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014.
DETAILS OF BOARD MEETINGS:
The Board met 8 times during the financial year. The meeting details are provided inthe Corporate Governance Report that forms part of this Annual Report. The maximum gapbetween any two meetings did not exceed 120 days as prescribed under the Companies Act2013.
COMMITTEES OF THE BOARD:
As on March 31 2019 the Board had five Committee the Nomination and RemunerationCommittee the Stakeholder Relationship Committee the Share Transfer Committee and theCommittee for issue of Duplicate Share Certificate. The detailed note on composition ofthe Board and its committees is provided in the Corporate Governance annexure to thisReport.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
RE-APPOINTMENT OF DIRECTOR:
As per the provisions of Companies Act 2013 Mr. Arun Jindal retires by rotation atthe ensuing Annual General Meeting and being eligible seeks re-appointment. The Boardrecommends his reappointment.
DIRECTORS AND KEY MANEGERIAL PERSONNEL:
The details of Directors and Key Managerial Personnel are as follows:
|Sr. No. ||Name ||Designation |
|1 ||Mr. Arun K. Jindal ||Non-Executive Director |
|2 ||Mr. Nitin Rajore ||Whole Time Director |
|3 ||Mr. R. T. Goel ||Non-Executive Director |
|4 ||Ms. Sudha Santhanam ||Non-Executive Director |
|5 ||Mr. Shubham Jindal ||Chief Financial Officer |
|6 ||Ms. Shruti Patil ||Company Secretary |
SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANY:
The Company does not have any subsidiary joint venture and associate company duringthe year under review.
FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and as per the guidance note issued by SEBI onJanuary 05 2017 a formal evaluation of the performance of the Board its Committees theChairman and the individual Directors was carried out for financial year 2018-19. Led bythe Nomination & Remuneration Committee the evaluation was carried out usingindividual questionnaires covering amongst others composition of Board conduct as perCompany values & beliefs contribution towards development of strategy & businessplan risk management receipt of regular inputs and information codes & policies forstrengthening governance functioning performance & structure of Board Committeesskill set knowledge & expertise of Directors preparation & contribution at Boardmeetings leadership etc.
Manner in which the evaluation has been carried out and matters incidental theretohave been detailed in the Report on Corporate Governance which forms part of this report.
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDINGCRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR:
The Company has adopted the Guidelines on Board Effectiveness ("GovernanceGuidelines" or "guidelines") which inter-alia cover the criteria fordetermining qualifications of a Director. The details of the Policy are stated in theCorporate Governance Report.
RELATED PARTY TRANSACTIONS:
The information for related party transactions as required under Rule 8(2) of theCompanies (Accounts) Rules 2014 in Form AOC-2 is enclosed as Annexure Ato this Report. The policy on Related Party Transaction as approved by the Board has beendisplayed on the Companys website at http://www.rkforging.com/wp-content/uploads/2017/05/RELATED-PARTY-TRANSACTION-POLICY.pdf There has been no change to thepolicy of Related Party Transaction during the financial year ended March 31 2019
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
a. The sum of Rs. 876800 /- being the amount of unpaid or unclaimed dividend for aperiod of seven years was transferred during the financial year 2018-19 to the InvestorEducation and Protection Fund established by the Central Government in compliance withSection 124 of the Companies Act 2013.
b. During the year under review the Company has transferred 48101 shares to theInvestor Education and Protection Fund in accordance with the provisions of Section 124 ofthe Companies Act 2013 and Investor Education and Protection Fund Authority (AccountingAudit Transfer and Refund) Rules 2016 (IEPF Rules).
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
There were no loans guarantees and investments made by the Company under Section 186of the Companies Act 2013 during the period under review.
The Company has not accepted deposits under Chapter V of the Companies Act 2013 duringthe year under review. No amount on account of principal or interest on deposit frompublic was outstanding as on March 31 2019.
INTERNAL FINANCIAL CONTROLS:
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business by virtue of internal audit of theCompany. Internal Audits are periodically conducted by an external firm of CharteredAccountants who monitor and evaluate the efficiency and adequacy of internal controlsystems in the Company its compliance with operating systems accounting procedures andpolicies of the Company. Board also take quarterly review of internal audit functioningand accounting systems in order to take suitable corrective actions in case of anydeviations. During the year such controls were tested and no material weakness in theirdesign of operations were observed.
CORPORATE GOVERNANCE CERTIFICATE:
In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the report on Corporate Governance along with the Compliancecertificate from the Secretarial Auditor forms part of this Report.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form MGT 9 isannexed as an Annexure B to this Report.
MATERIAL CHANGESAND COMMITMENTS IFANYAFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material change and/or commitment affecting the financial position of your Companyhas occurred between April 1 2019 and the date of signing of this Report. attributes andindependence
AUDITORS: Statutory Auditors
M/s. Gokhale Tanksale & Ghatpande Chartered Accountants Pune (Firm RegistrationNo. 103277W) was appointed as the Statutory Auditors of the Company to hold office for aperiod of 5 consecutive years from the conclusion of 27th Annual General Meeting of theCompany held on September 27 2017 till the conclusion of the 32nd Annual GeneralMeeting of the Company to be held in financial year 2022-23.
Vide notification dated May 7 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach Annual General Meeting has been done away with. Accordingly the shareholders attheir 28th Annual General Meeting had given their consent to continue the appointment ofM/s. Gokhale Tanksale & Ghatpande Chartered Accountants (Firm Registration No.103277W) as Statutory Auditors of the Company for the remaining of term without anyfurther ratification by the members in terms of the provisions of the Companies Act 2013.
The Statutory Auditors Report for Financial Year 2018-19 on the financialstatement of the Company forms part of this Annual Report. There are no qualificationsreservations or adverse remarks made by the Statutory Auditors in their audit reporton the financial statements for the year ended March 31 2019. The observations of theStatutory Auditors in their Report are self-explanatory and therefore Directorsdont have any further comments to offer on the same.
Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors have appointedMr. Gaurav Nashikkar Practicing Company Secretary (CP No. 13967) forconducting the Secretarial Audit of the Company for the financial year 2018-19.
The Report of the Secretarial Audit is annexed herewith as an Annexure Cto this Report.
Pursuant to recent amendments in SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with SEBI circular No. LIST/ COMP/14/2018 dated June 20 2018 acertificate from Gaurav Nashikkar Company Secretary in practice that none of theDirectors on the Board of the Company have been debarred or disqualified from beingappointed or continuing as directors of companies by the SEBI / Ministry of CorporateAffairs or any such statutory authority is annexed to Corporate Governance Report.
COST RECORDS AND / OR COST AUDIT:
Your Company does not fall under provisions of Section 148 of the Companies Act 2013read with Companies (Cost Record and Audit) Rules 2014. Therefore no such records wererequired to be maintained.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review neither the Statutory Auditors nor the SecretarialAuditor has reported to the Audit Committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Boards report.
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE STATUTORY AUDITORS IN THEIR REPORTS:
There were no qualifications reservations or adverse remarks made by the StatutoryAuditors in their report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.
The details of Risk Assessment framework are set out in the Corporate Governance Reportforming part of the Boards Report.
DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES2014:
The information required pursuant to Section 197 Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration) Rules 2014 in respect of employeesof the Company and Directors is attached as an Annexure D.
Information required under Section 197(12) of the Companies Act 2013 read with Rule5(2)(i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is not provided herein since there are no employee who have receivedremuneration in excess of the limits prescribed therein.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are annexedherewith as Annexure E to this report.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 &SS-2 on Meetings of the Board of Directors and General Meetings respectively.
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:
Your Company has adopted policy on prevention prohibition and redressal of sexualharassment at work place in line of the provisions of the Sexual Harassment of women atwork place (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. Thepolicy aims to provide protection to employees at the work place and to prevent andredress complaints of sexual harassment and for matters connected and incidental theretowith an objective of providing a safe working environment where employees feel secured.The company has not received any complaints during the financial year 2018-19.
DIRECTORS" RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to Directors Responsibility Statement your directors confirm:
1. that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
2. that we had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for that period;
3. that we had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4. that we had prepared the annual accounts on going concern basis;
5. and that we had laid down Internal Financial Controls to be followed by the Companyand that such Internal Financial Controls are adequate and were operating effectively;
6. that we had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
We thank our customers vendors investors bankers and employees for their continuedsupport during the year. We place on record our appreciation of the contribution made byour employees at all levels. Our consistent growth was made possible by their hard worksolidarity cooperation and support.
| ||For and on behalf of the Board of Directors |
| ||RAJKUMAR FORGE LIMITED |
| ||Arun Jindal |
|Place : Pune ||Chairman |
|Date : July 17 2019 ||DIN : 00121523 |