Your Directors have the pleasure in presenting their 26th Annual Report andAudited Statement of Accounts (standalone and consolidated) for the financial year ended31st March 2018.
The summarised financial results of the Company for the Financial Year ended 31stMarch 2018 are presented below:
(Rs In lakhs)
|Particulars ||Financial Year ended 31st March 2018 ||Financial Year ended 31st March 2017 |
|Sales and other Income ||105571.25 ||89183.90 |
|Total Expenditure ||99004.30 ||83918.34 |
|Profit before Interest Depreciation & Tax (PBIDT) ||6566.95 ||5265.56 |
|Less: Finance Costs ||1401.09 ||1092.59 |
|Depreciation ||990.25 ||833.57 |
|Profit before Tax (PBT) ||4175.61 ||3339.40 |
|Less: Tax ||1524.54 ||1150.70 |
|Profit for the Year ||2651.07 ||2188.70 |
|Basic EPS (Rs) ||12.05 ||9.95 |
Your Company has adopted Indian Accounting Standards (Ind AS) with effect from 1stApril 2017 (transition date being 1st April 2016). Accordingly the financialstatements for the year ended 31st March 2018 have been prepared in accordancewith Ind AS in terms of the provisions of Section 133 of the Companies Act 2013 read withthe Companies (Indian Accounting Standards) Rules 2015 as amended from time to time.Previous year figures have been restated as per Ind AS to make them comparable. Theperformance of your Company is primarily attributable to higher sales benefits arisingout of structural cost reduction and capacity enhancement projects commissioned in thelast couple of years along with improved business synergies and focus on variousimprovement initiatives.
As a result of these initiatives the Company achieved a turnover of Rs 102523.27lakhs as compared to Rs 87050.12 lakhs in the previous year thereby registering a growthof 17.78% over previous year. Profit before Tax were Rs 4175.61 lakhs as against
Rs 3339.40 lakhs in the previous year. The Profit after Tax stood at Rs 2651.07 lakhsas compared to the profit of Rs 2188.70 lakhs in the previous year. The operations andfinancial results of the Company are elaborated in the Management Discussion and AnalysisReport.
After considering the Company's profitability free cash flow and overall financialperformance the Board of Directors of the Company are pleased to recommend a Dividend ofRs 1.25 (previous year Rs 1.25) per equity share of face value Rs 5/- each (i.e.25%) for the financial year ended on 31st March 2018. The distribution ofDividend on equity shares if approved by the Members at the ensuing Annual GeneralMeeting will result in payout of Rs 275 lakhs excluding Tax on Dividend and Surcharge/Education Cess thereon.
The dividend pay-out is in accordance with the Company's efforts to pay sustainabledividend linked to long-term growth objectives of the Company and enhancing stakeholdervalue.
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to the general reserve.
Your Company enjoys a sound reputation for its prudent financial management and itsability to meet financial obligations. The long term credit rating of your Company wasreaffirmed BBB+/Stable by CRISIL. The credit rating for short term facilities was revisedto CRISIL BBB+/Stable/CRISIL A2' from CRISIL BBB/Positive/CRISIL A3+.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report in compliance with Regulation 34(2)(e)of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") forms an integral partof this report.
SUBSIDIARIES AND JOINT VENTURE COMPANIES
During the year under review the Company acquired 646134 Equity Shares constituting60% of paid up share capital in Global Copper Private Limited (GCPL). GCPL is intomanufacturing of Level Wound Coil (LWC) Copper Tube and Pancake Copper Tubes. It operatesa fully-automatic manufacturing facility equipped with a production capacity of 4000Metric Tonne / Annum. The Company has formulated a policy on the identification ofmaterial subsidiaries and the same is placed on the website at www.rrshramik.com. TheCompany currently does not have any material subsidiaries.
The Company has one Joint Venture Company RR Imperial Electricals Limited atBangladesh.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 and theCompanies (Accounts) Rules 2014 the Company has attached along with the FinancialStatements a separate statement containing the salient features of the FinancialStatements of its subsidiary and joint venture company in Form AOC-1 vide note no. 33 ofConsolidated Financial Statement in the manner prescribed under the Companies Act 2013and Rules made thereunder and hence not repeated here for the sake of brevity. Further inaccordance with Section 136 of the Companies Act 2013 the Audited Financial Statementsincluding the Consolidated Financial Statements and related information of the Company andAudited Accounts of its subsidiary are available on Company's website atwww.rrshramik.com. These documents are also available for inspection by the Members at theRegistered Office of the Company during business hours on all working days exceptSaturdays Sundays and National Holidays up to the date of the 26th AGM.
Performance and Financial Position of subsidiary and joint venture companies:
1. Global Copper Private Limited
During the Financial Year ended 31st March 2018 the Company achieved totalrevenue of Rs 11235.13 lakhs and net profit was Rs 141.63 lakhs.
2. RR Imperial Electricals Limited
During the Financial Year ended 31st March 2018 the Company achieved totalrevenue of Rs 13925.51 lakhs and net profit/ (Loss) was Rs (160.31) lakhs.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report. There has been nochange in the nature of business of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the provisions of Section 129 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 the Consolidated Financial Statements of the Company and itssubsidiary have been prepared in the same form and manner as mandated by Schedule III tothe Companies Act 2013 and are in accordance with relevant Accounting Standards issued bythe Institute of Chartered Accountants of India.
Pursuant to Section 152(6) of the Companies Act 2013 Shri Satyanarayan LoyaDirector retire by rotation and being eligible offers himself for re-appointment inaccordance with the provisions of the Companies Act 2013. The Directors recommend hisre-appointment at the ensuing AGM.
During the year under review Shri Hemant Kabra CFO and Shri H. S. Upendra Kamath wereappointed as Additional directors of the Company during the year under review with effectfrom 12th December 2017. Shri Hemant Kabra is designated as Executive Directorand CFO of the Company based on his appointment by the Board of Directors made on therecommendation of the Nomination and Remuneration Committee for a period of 3 years witheffect from 12th December 2017 subject to the approval of the shareholders atthe ensuing Annual General Meeting. Shri H. S. Upendra Kamath is being recommended forappointment as an Independent Director of the Company for a period of 5 years with effectfrom 12th December 2017.
The Board of Directors on recommendation of the Nomination and Remuneration Committeehas re-appointed Shri Mahendrakumar Kabra as Joint Managing Director of the Company for aperiod of 3 years with effect from 1st June 2018 to 31st May 2021subject to approval of shareholders at the ensuing Annual General Meeting as his currentterm of office is upto 30th May 2018.
None of the Directors of the Company have resigned from the office of Director of theCompany during the year under review. The Company has received necessary declaration fromall the Independent Directors confirming that they meet the criteria of independence aslaid down in Section 149(6) of the Companies Act 2013 and the Listing Regulations.
Shri Rameshwarlal Kabra Chairman of the Company was honoured by the Government ofIndia with the Padma Shri award announced on the Republic Day of 2018 in recognition ofhis meritorious contribution in the field of industry and business at the national level.Your directors wish to join you with pride and happiness in congratulating him on hisglorious achievement.
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
Four (4) meetings of the Board of Directors were held during the financial year underreview. The details of the meetings of the Board and its Committees held during the yearunder review are stated in the Corporate Governance Report which forms part of thisreport.
The Company has in place an Audit Committee in terms of the requirements of theCompanies Act 2013. The details relating to the same are given in the CorporateGovernance report forming part of this Report. The Board has accepted all recommendationsmade by the Audit Committee during the year.
In compliance with the requirement of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a familiarization programfor Independent Directors to familiarize them with the working of the Company nature ofthe industry in which the Company operates business model of the Company their rolesrights and responsibilities vis-a-vis the Company etc. Details of theFamiliarization Programme are explained in the Corporate Governance Report and is alsoavailable on the Company's website at www.rrshramik.com
PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations the Board in consultation with its Nomination & Remuneration Committeehas formulated a framework containing inter-alia the criteria for performance evaluationof the entire Board of the Company its Committees and individual Directors includingIndependent Directors. The framework is monitored reviewed and updated by the Board inconsultation with the Nomination and Remuneration Committee based on need and newcompliance requirements.
The annual performance evaluation of the Board its Committees and each Director hasbeen carried out for the financial year 2017-18 in accordance with the framework. Thedetails of evaluation process of the Board its Committees and individual Directorsincluding Independent Directors have been provided under the Corporate Governance Reportwhich forms part of this Report.
APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY
A Policy with well-defined criteria is in place for the selection of candidates forappointment as Directors Key Managerial Personnel and senior leadership positions. Therelevant information has been disclosed in the Corporate Governance report which formspart of this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement the Directors confirm: a) That in thepreparation of the annual accounts the applicable accounting standards have been followedand no material departures have been made from the same; b) That they have selected suchaccounting policies and applied them consistently and made judgements and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit and loss of the Company forthat period; c) That they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) That they have prepared the annual accounts on a going concernbasis; e) That they have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and f) That they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows : Shri Tribhuvanprasad Kabra Managing Director ShriMahendrakumar Kabra Joint Managing Director Shri Hemant Kabra Executive Director and CFO
Shri Madan Vaishnawa Company Secretary
During the year there was no change (appointment or cessation) in the office of KMPexcepting the change in designation of Shri Hemant Kabra from CFO to Executive Directorand CFO.
Your Directors reaffirm their continued commitment to good corporate governancepractices. The Annual Report contains a separate section on Company's Corporate Governancepractices together with a certificate from the Secretarial Auditor a practicing companysecretary confirming compliance as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 which forms part of this Report.
The Company's equity shares are listed on the Bombay Stock Exchange Limited (BSE). TheCompany has paid annual listing fees to Stock Exchange.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as provided under Section 92(3) of the Companies Act 2013and as prescribed in Form MGT-9 of the Companies (Management and Administration) Rules2014 is annexed herewith as Annexure-I to this Report.
Vigil Mechanism / WhistleBlower Policy
Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism.
The purpose of the policy is to enable employees to raise concerns regardingunacceptable improper practices and/ or any unethical practices in the organizationwithout the knowledge of the management. All employees shall be protected from any adverseaction for reporting any unacceptable or improper practice and/or any unethical practicefraud or violation of any law rule or regulation. This Policy is also applicable to theDirectors of the Company.
Furthermore employees are also free to communicate their complaints directly to theChairman/Member of the Audit Committee as stated in the Policy. On a quarterly basis theAudit Committee reviews reports made under this policy and implements corrective actionswherever necessary.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of the provisions of Section 135 of the CompaniesAct 2013 the Company has constituted a CSR Committee. The Company has also formulated aCSR Policy which is available on Company's website. The Annual Report on Company's CSRactivities of the Company as per the Companies (Corporate Social Responsibility Policy)Rules 2014 is annexed as Annexure-II and forms part of this report.
Your Company recognises that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment and incorporates risk mitigation plans inits strategy and business/operational plans.
Your Company has a well-defined risk management framework in place. The risk managementframework works at various levels across the enterprise. These levels form the strategicdefence cover of the Company's risk management. The Company has a robust structure formanaging and reporting on risks.
Your Company's Audit Committee monitors and reviews the risk mitigation plan.
AUDIT AND AUDITORS (1) Statutory Auditors
At the AGM of the Company held last year pursuant to the provisions of the Act and theRules made there under M/s. Bhagwagar Dalal & Doshi Chartered Accountants(Firm Registration Number 128093W) were appointed as Statutory Auditors of theCompany from the conclusion of the 25th AGM held on 16th September2017 till the conclusion of the 30th AGM to be held in the year 2022.M/s. Bhagwagar Dalal & Doshi Chartered Accountants have submitted a certificateconfirming that their appointment is in accordance with Section 139 read with Section 141of the Companies Act 2013.
The Audit Report of M/s. Bhagwagar Dalal & Doshi Chartered Accountants on theFinancial Statements of the Company for the Financial Year 2017-18 is a part of the AnnualReport. The Report does not contain any qualification reservation adverse remark ordisclaimer.
(2) Secretarial Auditors
P ursuant to the provisions of Section 204 of the Act and the Companies (Appointmentand Remuneration of Managerial
Personnel) Rules 2014 the Board of Directors of the Company had appointed M/s. Khanna& Co. a firm of Company Secretaries in Practice to undertake the Secretarial Audit ofthe Company for the financial year ended 31st March 2018. The SecretarialAudit Report for the Financial Year ended 31st March 2018 is annexed asAnnexure III and does not contain any qualification reservation adverse remark ordisclaimer.
(3) Cost Auditors
M/s. Poddar & Co. Cost Accountants (Firm Registration No.101734) have beenappointed to conduct Cost Audit of the Company for the year ending 31st March2019. Pursuant to the provisions of Section 148 of the Act read with The Companies (Auditand Auditors) Rules 2014 members are requested to consider the ratification of theremuneration payable to M/s. Poddar & Co.
The remuneration of Cost Auditors has been approved by the Board of Directors on therecommendation of Audit Committee. The requisite resolution for ratification ofremuneration of Cost Auditors by members of the Company has been set out in the Notice ofensuing Annual General Meeting. The Cost Auditors have confirmed that their appointment iswithin the limits of Section 141(3)(g) of the Companies Act 2013 and that they are notdisqualified from appointment within the meaning of the said Act.
(4) Internal Auditors
P ursuant to the provisions of Section 138 of the Act and the Companies (Accounts)Rules 2014 the Board of Directors of the Company have appointed M/s DMKH and Co. toconduct internal audit reviews for the Company.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT
The Statutory Auditors Cost Auditors or Secretarial Auditors of the Company have notreported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made thereunder.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. The testing of key controls was also carried out independently bythe Statutory Auditors of the Company as mandated under the provisions of the CompaniesAct 2013. In the opinion of the Board the existing internal financial controls frameworkis adequate and commensurate to the size and nature of the business of the Company.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIESACT 2013
With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business and on an arm's lengthbasis.
During the year the Company had not entered into any contract or arrangement withrelated parties which could be considered material' (i.e. transactions exceeding tenpercent of the annual consolidated turnover as per the last audited financial statementsentered into individually or taken together with previous transactions during thefinancial year) according to the policy of the Company on materiality of Related PartyTransactions. Accordingly the disclosure required u/s 134(3)(h) of the Act in Form AOC-2is not applicable to your Company. The details of Related Party transactions may bereferred at Note No. 34 of the Financial Statements.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached as Annexure-IV to thisreport.
During the year under review the Company has not accepted any deposit under Chapter Vof the Companies Act 2013.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements forminga part of this Annual Report.
COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI
In terms of Section 118(10) of the Companies Act 2013 the Company is complying withthe Secretarial Standards issued by the Institute of Company Secretaries of India andapproved by Central Government with respect to Meetings of the Board of Directors andGeneral Meetings.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of TheCompanies (Accounts) Rules 2014 is attached as Annexure-V to this report.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal Act 2013) and the Rules made thereunder for prevention andredressal of complaints of sexual harassment at workplace. All women associates(permanent temporary contractual and trainees) as well as any women visiting theCompany's office premises or women service providers are covered under this Policy.
During the year under review there was no complaint received by the Committeeconstituted under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
DISCLOSURES IN RELATION TO THE COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES 2014
(a) the Company has not issued any equity shares with differential rights during theyear under review and hence no information as per provisions of Rule 4(4) has beenfurnished; (b) the Company has not issued any sweat equity shares during the year underreview and hence no information as per provisions of Rule 8(13) has been furnished; and(c) the Company does not have any ESOP scheme for its employees/Directors and hence noinformation as per provisions of Rule 12(9) has been furnished.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and/or material orders passed by any Court or Regulator orTribunal which may impact the going concern status or the Company's operations.
The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of employees have enabled the Company toremain at the leadership position in the industry. It has taken various steps to improveproductivity across organization.
The Company supports and pursues the 'Green Initiative'' of the Ministry ofCorporate Affairs Government of India. The Company has effected electronic delivery ofNotice of Annual General Meeting and Annual Report to those Members whose e-mail IDs areregistered with the Company / Depository Participants. The Companies Act 2013 and theunderlying rules as well as Regulation 36 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 permit thedissemination of financial statements and annual report in electronic mode to the Members.For members who have not registered their email addresses physical copies are sent in thepermitted mode. Your Directors are thankful to the Members for actively participating inthe Green Initiative and seek your continued support for implementation of the greeninitiative.
Your Directors wish to convey their gratitude and appreciation to all of the Company'semployees at all its locations for their tremendous personal efforts as well as theircollective dedication and contribution to the Company's performance.
Your Directors would also like to thank the shareholders customers dealerssuppliers bankers Government and all other business associates consultants and all thestakeholders for their continued support extended to the Company and the Management.
| ||For and on behalf of the Board of Directors |
| ||Rameshwarlal Kabra |
|Place: Mumbai ||Chairman |
|Date: 14th August 2018 ||DIN 00150875 |