Rajlaxmi Industries Ltd.
|BSE: 512319||Sector: Others|
|NSE: N.A.||ISIN Code: INE400O01023|
|BSE 00:00 | 04 Mar||Rajlaxmi Industries Ltd|
|NSE 05:30 | 01 Jan||Rajlaxmi Industries Ltd|
|BSE: 512319||Sector: Others|
|NSE: N.A.||ISIN Code: INE400O01023|
|BSE 00:00 | 04 Mar||Rajlaxmi Industries Ltd|
|NSE 05:30 | 01 Jan||Rajlaxmi Industries Ltd|
Rajlaxmi Industries Limited
The Directors have pleasure in presenting their 32nd Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31st March2017.
The Financial Results are stated as under:
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis as required by the Listing Regulations isincorporated herein by reference and forms an integral part of this report asAnnexure 1'.
The Company has earned profit after tax of Rs. 1700/- during the current financialyear 2016-17 as against Rs. 348599/- earned during the previous financial year 2015-16.Profit before tax is 56508/- as compared to 504485 /- in previous year.
In view of the carry forward losses incurred in the earlier years and pursuant tosection 123 of the Companies Act 2013 the board regrets its inability to declare anydividend for the year under review.
During the year under review the Company's share capital remained unchanged. TheAuthorised Share Capital of the Company is Rs. 310000000 (Rs. Thirty One Crores only)divided into 310000000 (Thirty One Crores) Equity Shares of Rs. 1/- each The IssuedSubscribed & Paid-up Share capital of the Company stands at Rs. 310000000 (Rs.Thirty-One Crores only).
BUSINESS OVERVIEW DURING THE YEAR/STATE OF COMPANY'S AFFAIR:
The year under reference was a year of struggle for the company as the Companiesperformance has been decline this year in comparison to last financial year due to highcompetition and regular change in demand of the customers day by day. As the Company is inthe process to settle in the business of textile and readymade garments sector bywholesale trading of fabrics. Your Directors felt that this step would act as a prelude toa full-fledged exposure in the sector.
The trading operations (sale) has reduce and margins/profit of the company has alsodecline of the Company and your Directors are planning to overcome with this problem bylaunching new policies and technique to be in competition in textile sector in nearfuture. Your Company used its resources judiciously during the year. Surplus funds parkedas short-term loans have generated other income.
The current year so far have not witnessed any significant jump in terms of textilebusiness. However your Directors are continuously looking for new avenues for the futuregrowth of the Company and look forward to a robust growth. Sustained efforts of the Boardwould hopefully mitigate the accumulated losses of the Company as quickly as possible.
TRANSFER TO RESERVES:
Your Company has not transferred any amount the reserve & Surplus.
COMPANY'S AFFAIR DURING THE YEAR:
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE;
The Bombay Stock Exchange Ltd. vide its Order Number L/DOSS/PK/INV/COM/512319/1 datedAugust 24 2015 regarding suspension of trading in the Securities of the Company w.e.f.August 27 2015.
The Board of your company taken on records all the notices of the Exchange and Boardwill shortly start the process to Revocation of suspension and for regular trading of thesecurities of the Company on the Stock Exchange.
As on 31.03.2017 the company held no deposit in any form from anyone. There was nodeposit held by the company as on 31.03.2017 which was overdue or unclaimed by thedepositors. For the present the broad of directors have resolved not to accept anydeposits from public.
The equity shares of the Company are listed at the Bombay Stock Exchange Limited.
During the year SEBI notified the Listing Regulations and the same were effectiveDecember 1 2015. The Listing Regulations aim to consolidate and streamline the provisionsof the erstwhile listing agreement for different segments of capital markets to ensurebetter enforceability. In terms of the Listing Regulations all listed entities wererequired to enter into a new listing agreement with the stock exchanges.
In compliance with the requirement the Company has executed the listing agreement withthe BSE Limited.
As per the directions of SEBI and the Bombay Stock Exchange Ltd. accordingly thecompany has been adhering to the directions and guidelines as required. The report on thecode of corporate governance is annexed separately in this Annual report.
BOARD OF DIRECTORS AND KMP:
During the financial year the following changes took place:
Vinay Kumar resigned from the post of CFO w.e.f 28.05.2016
Dharamnath Singh and Sonam Sharma regularised at the Annual General Meeting heldon 30.09.2016.
The Board shall monitor and review the Board evaluation framework. The Companies Act2013 states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent directors shallbe done by the entire Board of Directors excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe corporate governance report section in this Annual Report. The Board approved theevaluation results as collated by the nomination and remuneration committee.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 4 times during the financial year the details of which are given in thecorporate governance report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on March 31 2017 the Board consists of 3 members. Out of which one is theManaging Director two Independent Directors including one Women Independent Director Ms.Sonam Sharma on the Board of the Company.
The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Subsection (3) of Section 178 of the Companies Act 2013adopted by the Board are stated in this Board report. We affirm that the remunerationpaid to the directors if any is as per the terms laid out in the nomination andremuneration policy of the Company.
TRAINING OF INDEPENDENT DIRECTORS:
Every new independent director of the Board attended an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors / senior managerial personnel make presentations to the inducteesabout the Company's strategy operations product and service offerings markets softwaredelivery organization structure finance human resources technology qualityfacilities and risk management.
The Company has organized the following workshops for the benefit of Directors andIndependent Directors:
a) a program on how to review verify and study the financial reports;
(b) a program on Corporate Governance;
(c) Provisions under the Companies Act 2013; and
(d) SEBI Insider Trading Regulation 2015.
Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/her role functions duties andresponsibilities as a director.
COMMITTEES OF THE BOARD:
Currently the Board has three committees:
1. Audit Committee 2. Nomination and Remuneration Committee 3. Stakeholders'Relationship & Share Transfer Committee.
A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.
COMPENSATION POLICY FOR THE BOARD AND SENIOR MANAGEMENT:
Based on the recommendations of NRC the Board has approved the Remuneration Policy forDirectors Key Managerial Personnel (KMP) and all other employees of the Company. As partof the policy the Company strives to ensure that:
The Remuneration Policy for Directors KMP and other employees was adopted by the Boardduring the F.Y. 2014-15 during the year there have been no changes to the Policy.
During the year Company has not paid any remuneration to any Directors Key ManagerialPersonnel (KMP).
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 SEBI LODR Regulations 2015.
INDEPENDENT DIRECTORS DECLARATIONS:
In the opinion of the Board the independent directors are individually person ofintegrity and possess relevant expertise and experience.
The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat:
1. They are not a promoter of the Company or its holding subsidiary or associatecompany;
2. They are not directors in the company its holding subsidiary or associate company.
3. The independent Directors have/had no pecuniary relationship with company itsholding subsidiary or associate company or their promoters or directors during the twoimmediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had pecuniaryrelationship or transaction with the company its holding subsidiary or associatecompany or their promoters or directors amounting to two percent. or more of its grossturnover or total income or fifty lakh rupees or such higher amount as may be prescribedwhichever is lower during the two immediately preceding financial years or during thecurrent financial year;
5. Independent Director neither himself nor any of his relatives
holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;
is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of
a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company;
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THECOMPANIES ACT 2013:
The financial statements are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP) under the historical cost convention on accrual basis.
GAAP comprises mandatory accounting standards as prescribed under Section 133 of theCompanies Act 2013 ('the Act') read with Rule 7 of the Companies (Accounts) Rules 2014the provisions of the Act (to the extent notified) and guidelines issued by the Securitiesand Exchange Board of India (SEBI).
There are no material departures from prescribed accounting standards in the adoptionof these standards. The directors hereby confirm that:
1. In preparation of the annual accounts for the financial year ended March 31 2017the applicable accounting standards have been followed.
2. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period.
3. The directors have taken proper and sufficient care towards 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.
4. The directors have prepared the annual accounts on a going concern basis.
5. The directors have laid down internal financial controls which are adequate and areoperating effectively.
6. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:
The Company's operations do not require any disclosure of particulars of conservationof energy and technology absorption prescribed by the rules are not applicable.
FOREIGN EXCHANGE EARNING:
The Company has no foreign exchange inflow or outflow during the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company does not met any of the criteria mentioned in Section 135 of CompaniesAct 2013 and therefore is not required to comply with the requirements mentioned therein.
As the CSR is not applicable on the company as company not falling under the criteriafor CSR as per the audited Financial Statement as on 31.03.2017 hence the disclosures asper Rule 9 of Companies (Corporate Social Responsibility Policy) Rules 2014 does notapplicable on the Company.
As per the Postal Ballot Result announced on August 31 2015 M/s. Agarwal Desai andShah Chartered Accountants Mumbai were appointed as statutory auditors of the Company tohold office till the conclusion of the Annual General Meeting to be held in the calendaryear 2015. In terms of the first proviso to Section 139 of the Companies Act 2013 thename of Statutory auditors propose for re-appointment as the statutory auditors of thecompany and shall be placed for shareholder approval in this Annual General Meeting.Accordingly the reappointment of M/s. Agarwal Desai and Shah Chartered Accountants asstatutory auditors of the Company for a term of 3 year from this AGM to the conclusion ofAGM will be held in the calendar year of 2018 is placed for approval by the shareholders.In this regard the Company has received a certificate from the auditors to the effectthat if they are reappointed it would be in accordance with the provisions of Section 141of the Companies Act 2013.
The Auditors have not made any qualification to the financial statement. Their reportson relevant notes on accounts are self explanatory and do not call for any comments undersection 134 of the companies Act 2013.
Mr. Anand Khandelia Practicing Company Secretaries appointed to conduct thesecretarial audit of the Company for the financial year 2016-17 as required under Section204 of the Companies Act 2013 and Rules thereunder.
The secretarial auditor in his report given the observations on the Compliances of thecompany.
DIRECTORS EXPLANATION FOR THE OBSERVATIONS OF SECRETARIAL AUDITOR:
With respect to the observations of the Secretarial Auditor in their report regardingdelayed filings with Registrar of Companies and Stock Exchange due to lack of qualifiedstaff and due to changes in compliance requirements of new Companies Act and new rulesthereon as well as change in listing agreement (applicability of uniform listingagreements) and change of requirements of compliance the filings were late with Exchangethe Board of the Company taken on record the same and the board decided to take thenecessary steps to implement the strong Compliance system Further the Board is lookingfor suitable candidates to handle compliances of the company. The Board of director willshortly take necessary steps to revocation of the Suspension of trading of the Securitiesof the Company on BSE Ltd and securities will be tradable shortly o BSE Ltd.
The secretarial audit report for FY 2016-17 forms part of the Annual Report and part ofthe Board's report as "Annexure -1"Auditors have not made any qualification.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Board of Directors of the Company is responsible for ensuring that InternalFinancial Controls have been laid down in the Company and that such controls are adequateand operating effectively. The foundation of Internal Financial Controls (IFC) lies in theCompanies Code of Conduct policies and procedures adopted by the Management corporatestrategies annual management reviews management system certifications and the riskmanagement framework.
The Company has IFC framework commensurate with the size scale and complexity of itsoperations. The framework has been designed to provide reasonable assurance with respectto recording and providing reliable financial and operational information complying withapplicable laws.
The controls based on the prevailing business conditions and processes have beentested during the year and no reportable material weakness in the design or effectivenesswas observed. The framework on Internal Financial Controls over Financial Reporting hasbeen reviewed by the Internal Auditors appointed by the Company and who reports itsreports to the Audit Committee and management of the Company.
The Company has appointed Internal Auditor the scope and authority of the InternalAudit function is to maintain its objectivity and independence the Internal Auditfunction reports to the Chairman of the Audit Committee.
The Internal Audit team monitors and evaluates the efficacy and adequacy of internalcontrol systems in the Company accounting procedures and policies of the Company. Basedon the report of internal audit function process owners undertake corrective action(s) intheir respective area(s). Significant audit observations and corrective action(s) thereonare presented to the Audit Committee. The Audit Committee reviews the reports submitted bythe Internal Auditors annually.
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
In terms of the provisions of Section 197 (12) of the Companies Act 2013 read with theRule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 as amended fromtime to time the Company is required to disclose the ratio of the remuneration of eachdirector to the median employee's remuneration and such other details however the companyhas not paid any remuneration to its Directors during the financial year hence there areno such details for reporting under this clause.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:
Details of the loans made by the Company to other body corporate or entities are givenin notes to financial statements loans guarantee Investments are under the prescribedlimited as per the Companies Act.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
There have been no materially significant related party transactions between theCompany and the Directors the management the relatives except for those disclosed in thefinancial statements if any. Accordingly particulars of contracts or arrangements withrelated parties referred to in Section 188(1) along with the justification for enteringinto such contracts or arrangements in Form AOC-2 does not form part of the report.
The Company does not have any subsidiary therefore the Annexure of AOC-1 is notattached in separately in annual report.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings/behaviours of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's websitewww.rajlaxmiindustriesltd.com
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehaviour from an employee in a given situation and the reporting structure. All the BoardMembers and the Senior Management personnel have confirmed compliance with the Code. AllManagement Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any in staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with theCode.
EXTRACT OF ANNUAL RETURNS:
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return is annexed as "Annexure -III".
1. The Paid up capital of the Company is Rs. 310000000/- consisting of 310000000equity shares of face value of Re.1/- each.
2. The Board of Directors of the company consists of 3 Directors namely Mr. RahulJaganani Managing Director Mr. Dharamnath Singh Non-Executive Independent Director Ms.Sonam Sharma Non-Executive Independent Director of the Company.
3. The secured debt of the company is Nil.
4. The Promoters holding consists of 5065000 equity shares of Rs.1/- each amountingto 1.63%.
5. There was no un-paid dividend during the year.