Your Directors have pleasure in submitting their Fifteenth Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2019.
FINANCIAL RESULTS FOR THE YEAR UNDER REVIEW WITH THE CORRESPONDING FIGURES OF THEPREVIOUS YEAR'S FIGURES
|Particulars ||Year ended 31-03-2019 ||Year ended 31-03-2018 |
|Sales and other income ||5813.34 ||9422.85 |
|Profit before interest and depreciatio ||(1669.55) ||122.67 |
|Interest & Finance charges ||1688.47 ||1806.34 |
|Depreciation and Amortization ||279.42 ||322.86 |
|Profit / (loss) before Tax ||(3637.44) ||(2006.53) |
|Provision for taxation: || || |
|a) Current Tax ||- || |
|b) Deferred Tax (credit)/expense ||70.46 ||164.58 |
|Profit/(Loss) after Tax from continuing operations ||(3707.90) ||(2171.11) |
|(Loss) from discontinuing operations ||(299.48) ||(301.29) |
|Tax expense/(credit) of discontinuing operations ||5.80 ||24.71 |
|Net Profit/(Loss) for the period from discontinuing operations ||(305.28) ||(326.00) |
|Total Profit/(Loss) for the yea ||(4013.18) ||(2497.12) |
|Add: Profit/(Loss) b/f from last year ||(4897.61) ||(2400.49) |
|Adjustment due to adoption of IND AS ||(15.20) ||(11.80) |
|Total Profit/(Loss ||(8925.99) ||(4909.41) |
| || || |
|APPROPRIATIONS || || |
|Surplus carried forward to Balance sheet ||(8925.99) ||(4909.41) |
|Earnings per Equity share: || || |
|Basic ||(100.54) ||(62.76) |
|Diluted ||(100.54) ||(62.76) |
During the year under review the company achieved a turnover of 5813.34 lakhs and netloss of 4016.58 lakhs as against 9422.85 lakhs and 2507.37 lakhs in the previous yearrespectively.
As the company did not earn distributable profits the board of directors did notrecommend any dividend for the financial year under review
As per the provisions of Section 125(2) of the Companies Act 2013 unpaid dividend ofthe year 2010-11 transferred to the Investor Education and Protection Fund.
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
The future business scenario of our products is bright in the domestic market. we havemet forays in Southern Textile markets and we Expect to substantial turnover with them. Wehave made an impressive presentation of our new fancy product range in Several countriesand are confident of securing orders in the Future as Export Scenario improves.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013Directors of your company hereby state and confirm that
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The Directors had 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
(c) The Directors 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;
(d) The Directors had prepared the annual accounts on a going concern basis; and
(e) The Directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls and areadequate and operating effectively;
(f) The Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS.
The company has adequate internal financial controls an has a separate Audit committeeto assess the internal controls and guide the company accordingly.
DETAILS OF SUBSIDIARIES JOINT VENTURES ASSOCIATE COMPANIES & THEIR PERFORMANCE
The Company does not have any subsidiary or joint venture or associate company assuch their performance details will not arise.
The Company has renewed the fixed deposits received from the public. The amount ofdeposits outstanding as on 31st March 2019 was Rs.50.00 lakhs. There were no depositsaccepted under the provisions of Chapter V of the Companies Act 2013. The company doesnot have any deposits lying unpaid or unclaimed as on 31st March 2019. There is an overdueamount of Rs16.49 lakhs towards interest on fixed deposit as on 31st March 2019 which willbe paid subsequently.
RISK MANAGEMENT POLICY OF THE COMPANY
The Company has formulated and adopted a risk management policy at its Board Meeting.As per the policy the management continues to review and assess the risk and also thesteps for mitigating the same.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility does not apply to the company. However your company continues to carry outactivities for the community and society.
RELATED PARTY TRANSACTIONS
The related party transactions entered into by the company during the financial yearunder review have been disclosed vide Note No 33 of the financial statements of thecompany for the financial year ended 31st March 2019. All the transactions entered intoare at an arm's length basis and in the ordinary course of business. The relevant detailsin form AOC-2 is enclosed hereto at Annexure -A.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
During the year under review your company has not extended any guarantees or made anyinvestments.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri. Ritesh Agrawal was appointed as an Additional Director Categorized as IndependentDirector w.e.f. 14th Feb 2019 and holds office till the date of the ensuing AnnualGeneral Meeting. Shri. Ritesh Agrawal has furnished a declaration under Section 149(7) ofthe Companies Act 2013 that he fulfils the criteria for being appointed as an independentdirector. Hence the Board recommends for his appointment as an Independent Director for aperiod of Three years The company has received a notice in writing from a member underSection 160 of the Companies Act 2013 proposing his candidature.
The Independent Directors have submitted declarations disclosing to the Board that theyfulfil the criteria stipulated under Section 149(6) of the Companies Act 2013 so as toqualify themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 and the relevant rules made there under the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015
Shri Vinay Rajkumar Goyal CFO of the company was appointed as Key ManagerialPersonnel from 12th Oct 2018 and resigned on 16th May 2019.
Sri Attal Anand Kumar who was the Company Secretary of the Company has resigned fromthe office with effect from 23rd March 2019.
Sri Anadish Srivastava is appointed as a Company Secretary and Compliance Officer ofthe company with effect from 17th April 2019.
MEETINGS OF THE BOARD
There were 6 (Six) Meetings of the Board of Directors during the year under review thedetails of which are furnished in the report on Corporate Governance.
The committee comprises of Smt Sheetal B Dave Shri Ritesh Agrawal and Ritesh KumarAgarwal. The recommendations made by the committee have been accepted by the Board.
Pursuant to the provisions of Section 177 (9) and (10) of the Companies Act 2013 avigil mechanism for Directors and employees has been established for reporting theirconcerns.
REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL/EMPLOYEES
The details as per Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided at Annexure B.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Nomination and Remuneration Committee is vested with the powers to recommend theAppointment of a Director and recommend the remuneration accordingly.
EVALUATION OF THE BOARD
Since the company was going through severe stress and strain in connection with thefinancial aspects of the company it could not formulate a remuneration policy in linewith the provisions of the Companies Act 2013. However steps have been taken now tocomply with the same.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report pursuant to the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms part of this Report and is annexedhereto as "Annexure C".
The Company has implemented the procedures and adopted practices in conformity with theCode of Corporate Governance as laid down under the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. A separate report on Corporate Governance isannexed herewith as part of the Annual Report along with the Auditor's Certificate on itscompliance as "Annexure D".
The extracts of the Annual Return pursuant to the provisions of Section 92 read withRule 12 of the Companies (Management and administration) Rules 2014 in Form MGT 9 isattached to this Report at Annexure E.
The Company has received a certificate from M/s K C Bhattacharjee Paul CharteredAccounts Auditors to the effect that if they are reappointed it would be in accordancewith the provisions of Section 141 of the Companies Act 2013.
The Auditors Report does not contain any qualifications reservations or adverseremarks.
Pursuant to the provisions of Section 204 of the Companies Act 2013 Secretarial Audithas been conducted for the Financial Year 2018-19 by M/s Marthi & Co. CompanySecretaries Hyderabad and their Secretarial Audit report for the financial year ended31st March 2019 is enclosed at Annexure F.
LISTING & TRADING
The Equity Shares of the Company are listed on The Bombay Stock Exchange Limited andNational Stock Exchange Mumbai. The Market price of the Share as on 31st March 2019 was' Rs. 15.75 ' and Rs. 21 per share on BSE and NSE respectively.
PARTICULARS OF EMPLOYEES
Information as required under the provisions of Rules 5(2)&5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given elsewhere inthe report. As per the proviso to Rule 5(3) of the Companies(Appointment and Remunerationof Managerial Personnel) Rules 2014 the particulars of employees posted and workingoutside India is NIL.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTFLOW
Information under Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts Rules) 2014 is attached hereto at Annexure G.
Your Directors place on record their sincere thanks to Bankers business associatesConsultants and various Government Authorities for their continued support extended toyour Company activities during the year under review. Your Directors also acknowledgegratefully the shareholders for their support and confidence reposed in your Company.
| ||For and on behalf of the Board |
| ||Rajvir Industries Limited |
| ||Sd/- |
|Place: Secunderabad ||Upender Kumar Agarwal |
|Date 14.08.2019 ||Chairman |