Your Directors have pleasure in presenting their 40th (fortieth) Annual Report togetherwith the Audited Statements of Accounts of the Company for the Financial Year ended March31 2021.
1. FINANCIAL RESULTS:
The Companys financial performance for the year ended March 31 2021 issummarized below:
(Rs. in Lakhs)
|FINANCIAL RESULTS: ||2020-21 ||2019-20 |
|Revenue from Operations & Other Income ||413.72 ||488.54 |
|Profit/(Loss) before Depreciation Exceptional Item and Tax ||24.04 ||(11.45) |
|Less: Depreciation ||7.92 ||7.90 |
|Profit/(Loss) before Exceptional Item and Tax ||31.96 ||(19.35) |
|Less: Exceptional Item ||- ||- |
|Profit/(Loss) Before Tax ||31.96 ||(19.35) |
|Less: Tax Expenses ||(1.03) ||- |
|Profit/(Loss) for the Year ||30.93 ||(19.35) |
|Add/(Less): Other Comprehensive Income (Net of Taxes) ||116.50 ||16.03 |
|Total Comprehensive Income/(Loss) for the year ||147.43 ||(3.32) |
In order to conserve resources your directors do not recommend any dividend for theyear under review.
The Board of Directors of your company has decided not to transfer any amount to theReserves for the year under review
4. SHARE CAPITAL:
During the year the Company has not issued any shares with differential voting rightsnor has granted any stock options or sweat equity. There was no provision made of themoney by the Company for purchase of its own shares by employee or by trustee. As on March31 2021 none of the Directors of the Company hold instruments convertible into equityshares of the Company.
During the year there was no change in the Share Capital of the Company.
As on March 31 2021 the issued subscribed and paid up share capital of your Companystood at Rs. 1450/- Lakhs comprising of 145/- Lakhs Equity shares of Rs. 10/- each.However out of Rs. 1450/- Lakhs a sum of Rs.10.37/- Lakhs is in calls in Arrears whichis due from shareholders (other than the Directors and Officers of the Company).
5. OPERATIONS AND FUTURE OUTLOOK:
During the financial year ended March 31 2021 your Company was mainly engaged intothe wholesale trading of commodities such as Yarn Polymers etc. The Company has mainlyimported the commodities and sold them on wholesale basis in India. During the financialyear 2020-21 the turnover of the Company has decreased from Rs. 382.59/- Lakhs in theprevious year to Rs. 317.27/- Lakhs in the current year. Also the Company has made aprofit (including other Comprehensive Income) of Rs. 147.43/- Lakhs during the year ascompared to loss of Rs. 3.32/- Lakhs in the previous year.
The markets your Company serves are undergoing a massive disruption due to the outbreakof COVID-19. The situation caused by the COVID-19 pandemic continues to evolve and theeffects on such markets remain uncertain. The outlook going forward will depend inaddition to other factors on how COVID-19 continues to affect the global economy.
6. CHANGE IN NATURE OF COMPANYS BUSINESS:
During the year under review there has not been any change in the nature of thebusiness of the Company.
7. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:
No Material changes and Commitments affecting the financial position of the Companyhave occurred between the end of financial year to which this financial statement relatesand the date of this report and hence not reported.
8. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed dividend; the Company was not required to transferany amount to Investor Education & Protection Fund during the year under review.
9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Companys operations in future.
10. INTERNAL FINANCIAL CONTROLS:
The Board of Directors has laid down the process and policies to ensure effectiveconduct of the business of the Company to achieve its objects and to comply with the lawsand regulations. During the year the internal financial controls were tested and no majorweaknesses were observed in the controls.
11. SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:
The Company does not have any Subsidiary/Joint Ventures/Associate Companies. Furtherthere was no Company which became or ceased as a subsidiary company or a joint venturecompany or associated company during the year.
12. PUBLIC DEPOSITS:
During the year your Company has not accepted any deposits under the provisions ofChapter V of the Companies Act 2013 and the rules made there under.
13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure-I tothis Report.
N.K. Jalan & Co. Chartered Accountants (Firm Registration No. 104019W) wereappointed as the Statutory Auditors of the Company as per provisions of Section 139 of theCompanies Act 2013 to hold office from the conclusion of the 36th Annual General Meeting(AGM) held on September 29 2017 until the conclusion of the Fifth consecutive AGM of theCompany to be held in the year 2022 (subject to ratification of their appointment at everyAGM).
In accordance with the Companies Amendment Act 2017 (enforced on May 07 2018 by theMinistry of Corporate Affairs) the appointment of Statutory Auditors is not required tobe ratified at every Annual General Meeting. Therefore it is not proposed to ratify theappointment of auditors at the ensuing Annual General Meeting.
The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report doesnot contain any qualification reservation or adverse remark.
Details in respect of Frauds Reported by Auditors
During the year under review the Statutory Auditors has not reported any instances offrauds committed against the Company by its Officer(s) or Employee(s) to the Board undersection 143(12) of the Companies Act 2013.
In terms of Section 138 of the Companies Act 2013 and the rules made there under M/s.Ravi Seth & Co. Chartered Accountants (ICAI Registration No. 108757W) are InternalAuditors of the Company. The audit committee of the Board of Directors in consultationwith the Internal Auditors formulate the scope functioning periodicity andmethodology for conducting the internal audit.
Pursuant to the provisions of Section 204 of the Companies Act 2013
The Board appointed Uma Lodha & Co. practicing Company Secretaries (Membership No.5363 & COP No. 2593) as Secretarial Auditor to conduct Secretarial Audit of theCompany for the Financial Year 2020-21 and their report is annexed to this report asAnnexure-II. The report is self explanatory and do not call for any further comments.
The Board has also appointed Uma Lodha & Co. as Secretarial Auditor to conductSecretarial Audit of the Company for Financial Year 2021-22.
The Company is in compliance with the applicable Secretarial Standards.
15. EXTRACT OF ANNUAL RETURN:
As required under Section 92(3) and 134(3) (a) of the Act and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 (as amended) Annual Return in FormMGT - 7 is available on Companys website at www.ramgopalpolytex.com
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Retirement by Rotation and subsequent re-appointment
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompanys Article of Association Mrs. Divya Modi (DIN: 07158212) retires byrotation at the ensuing Annual General Meeting and being eligible offer herself forre-appointment.
The aforesaid re-appointment with a brief profile and other related information of Mrs.Divya Modi (DIN: 07158212) forms part of the Notice convening the ensuing AGM and theDirectors recommend the same for your approval.
The current term of Mr. Arun Kumar Modi (DIN: 07513121) Independent Director of theCompany expires on September 29 2021. On the recommendation of the NominationRemuneration Committee the Board of Directors of the Company have re-appointed Mr. ArunKumar Modi (DIN: 07513121) as an Independent Director of the Company in their Meeting heldon May 05 2021 for a period of 5 years subject to approval of the Members at the ensuingAnnual General Meeting (AGM).
A brief profile and other related information of Mr. Arun Kumar Modi (DIN: 07513121)has been given in the Notice convening the ensuing AGM.
During the year under review pursuant to Section 134(3)(d) of the Act declarationswere received from all Independent Directors of the Company confirming that they fulfillthe "criteria of independence" specified in Section 149(6) of the Act andRegulation 16(b) of the under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Terms and conditions of appointment of Independent Directors are placed on the websiteof the Company at www. ramgopalpolytex.com.
Declaration of independence from Independent Directors:
Definition of Independence of Directors is derived from Regulation 16 ofthe Listing Regulations and Section 149(6) read with Schedule IV of the Companies Act2013. The Company has received the following declarations from all the IndependentDirectors confirming that:
1) They meet the criteria of independence as prescribed under the provisions of theAct read with the Schedules and Rules issued thereunder as well as of Regulation 16 ofthe Listing Regulations.
2) In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors)Rules 2014 they have registered themselves with the Independent Directors databasemaintained by the Indian Institute of Corporate Affairs (IICA).
3) In terms of Regulation 25(8) of the Listing Regulations they are not aware of anycircumstance or situation which exist or may be reasonably anticipated that could impairor impact their ability to discharge their duties.
In terms of Regulation 25(9) of the Listing Regulations the Board of Directors hasensured the veracity of the disclosures made under Regulation 25(8) of the ListingRegulations by the Independent Directors of the Company.
None of the Directors of the Company are disqualified for being appointed as Directorsas specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment andQualification of Directors) Rules 2014.
Key Managerial Personnel
In accordance with the provisions of Section 203 of the Act the following are the KeyManagerial Personnel of the Company.
The Company has following persons as Key Managerial personnel (KMP):
|Sr. No. Name of the person ||Designation ||Date of Appointment as KMP |
|1. Mr. Sanjay Jatia ||Chairman and Managing Director ||August 11 2014 |
|2. Mr. Navalkishor Gadia ||Chief Financial Officer ||August 11 2014 |
|3. Ms. Manorama Yadav ||Company Secretary ||October 27 2015 |
17. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES:
During the financial year 2020-21 5 (five) meetings of the Board of Directors wereheld. The details of the meetings of the Board of Directors of the Company convened duringthe financial year 2020-21 are given in the Corporate Governance Report which forms partof this Annual Report.
Committees of the Board
The details of the various committees of the board and their composition as on March31 2021 are as under:
|Name of Director(s) ||Audit Committee ||Stakeholders Relationship Committee ||Nomination & Remuneration Committee |
|Mr. Panna Lal Jyotshi ||Chairperson ||Member ||Chairperson |
|Mr. Sanjay Jatia ||Member ||Member ||- |
|Mrs. Divya Modi ||- ||Chairperson ||Member |
|Mr. Arun Kumar Modi ||Member ||- ||Member |
18. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and applicable provision of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a structuredquestionnaire was prepared as per the requirement of the act which included variousaspects of Boards and Committees functioning Composition of the Board and its Committeesfunctioning of the Individual directors. The aspects covered in the evaluation includedthe contribution to and monitoring of corporate governance practices and the fulfillmentof Directors obligations and fiduciary responsibilities including but not limitedto active participation at the Board and Committee meetings.
Further the Independent Directors at their meeting reviewed the performance of BoardChairman of the Board and of Non - Executive Directors.
The Board expressed their satisfaction with the evaluation process.
19. NOMINATION & REMUNERATION POLICY:
The policy of the Company on directors appointment and remuneration includingcriteria for determining qualifications positive attributes and independence of adirector and other matters provided under sub-section (3) of Section 178 of the CompaniesAct 2013 is adopted by the Board and may be accessed on the Companys website atwww.ramgopalpolytex. com. We affirm that the remuneration paid to the directors is as perthe terms laid out in the nomination and remuneration policy of the Company.
20. CORPORATE GOVERNANCE REPORT:
As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aCorporate Governance Report together with a Certificate from N.K. Jalan & Co.Chartered Accountants (Having firm registration No.: 104019W) confirming compliancethereto is enclosed with the Corporate Governance Report which is annexed as Annexure -III.
In compliance with the requirements of Regulation 17(8) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a certificate from the ManagingDirector and Chief Financial Officer of the Company was placed before the Board. The sameis enclosed as a part of the Corporate Governance Report.
All the Board Members and Senior Management Personnel of the Company had affirmedcompliance with the Code of Conduct for Board and Senior Management Personnel. Adeclaration to this effect duly signed by the Chairman and Managing Director is enclosedas a part of the Corporate Governance Report.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexedto this Annual Report.
22. VIGIL MECHANISM-WHISTLE BLOWERS POLICY:
The Company has adopted a Vigil Mechanism and Whistle Blower Policy to provide a secureenvironment to the employees and to encourage them to report unethical unlawful orimproper practices acts or activities in the Company and to prohibit managerial personnelfrom taking any adverse action against those employees who report such practices in goodfaith. The Audit Committee oversees the vigil mechanism. The provisions of this policy arein line with the provisions of Section 177(9) of the Companies Act 2013. The Policy onthe same is posted on the website of the Company www.ramgopalpolytex.com.
23. PARTICULARS OF LOANS GIVEN GUARANTEES GIVEN & INVESTMENTS MADE UNDER SECTION186 OF THE
COMPANIES ACT 2013:
Details of Loans given Guarantees given and Investments made under the provisions ofSection 186 of the Companies Act 2013 are given in the Note No. 40 to the FinancialStatements.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES:
During the year the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered as material in accordance withthe policy of the Company. Accordingly particulars of contracts or arrangements withrelated parties referred to in Section 188(1) along with the justification for enteringinto such contract or arrangement in Form AOC-2 have not been given. The Policy onRelated Party Transactions and dealing with related party transactions as approved by theBoard is posted on the website of the Company www.ramgopalpolytex.com.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act 2013 read with Schedule VIIthereto are not applicable to your Company for the year under review.
26. COST RECORD:
Maintenance of cost records as specified under Section 148(1) of the Act is notapplicable to your Company.
27. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS
Information required under Section 197 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is as under:
A. Ratio of remuneration of each Director to the median remuneration of all theemployees of your company for the financial year 2020-21 is as follows:
(Rs. in Lakhs)
|Sr. No. Name of Directors ||Total Remuneration ||Ratio of remuneration of director to the Median remuneration |
|1. Mr. Sanjay Jatia (Chairman & Managing Director) ||12.00 ||3.48:1 |
|2. Mrs. Divya Modi (Non-Executive & Non-Independent Director) ||0.05 (Sitting Fees) ||Not Applicable |
|3. Mr. Panna Lal Jyotshi (Non-Executive & Independent Director) ||0.07 (Sitting Fees) ||Not Applicable |
|4. Mr. Arun Kumar Modi (Non-Executive & Independent Director) ||0.06 (Sitting Fees) ||Not Applicable |
Median Remuneration of the Company for all its employees is Rs.3.45 Lakhs for thefinancial year 2020-21.
#for calculation of Median Remuneration only those employees have been considered whowere there in the Company for whole year and excluded those employees who had resigned orjoined the Company during the year 2020-21.
B. Details of percentage increase in the remuneration of each Director and CFO &Company Secretary in the financial year 2020-21 are as follows:
(Rs. in Lakhs)
|Sr. No. Name of Directors || |
| ||2020-21 ||2019-20 ||(in %) |
|1. Mr. Sanjay Jatia (Chairman & Managing Director) ||12.00 ||12.00 ||0.00% |
|2. Mrs. Divya Modi (Non-Executive & Non-Independent Director) ||0.05 (Sitting Fees) ||0.06 (Sitting Fees) ||Not Applicable |
|3. Mr. Panna Lal Jyotshi (Non-Executive & Independent Director) ||0.07 (Sitting Fees) ||0.08 (Sitting Fees) ||Not Applicable |
|4. Mr. Arun Kumar Modi (Non-Executive & Independent Director) ||0.06 (Sitting Fees) ||0.07 (Sitting Fees) ||Not Applicable |
|5. Mr. Navalkishor Gadia (Chief Financial Officer) ||7.84 ||12.04 ||(34.88%) |
|6. Ms. Manorama Yadav (Company Secretary and Compliance Officer) ||6.91 ||8.59 ||(20.00%) |
C. the percentage is decreased in the median remuneration of employees for thefinancial year 2020-21 is 40.72%.
D. the number of permanent/confirmed employees on the rolls of the Company is 6 (Six)as on March 31 2021.
E. Comparison of average percentage increase in salary of employees other than keymanagerial personnel and the percentage increase in the key managerial remuneration:
(Rs. in Lakhs)
|Particulars ||2020-21 ||2019-20 ||Increase/(Decrease) (in %) |
|Average salary of all employees (other than Key Managerial Personnel) ||2.81 ||4.64 ||(39.44%) |
|Key Managerial Personnel || || || |
|- Salary of MD ||12.00 ||12.00 ||0.00% |
|- Salary of CFO & CS ||14.75 ||20.63 ||(28.50%) |
There is no increase in MDs remuneration and in other managerial personnel thereis decrease by 28.50% for the same financial year.
F. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Board of Directors of the Company affirms that the remuneration is as per theremuneration policy of the Company.
G. Particulars of employees remuneration as required under section 197(12) ofthe Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016:
During the year under consideration none of the employees of the Company were inreceipt of remuneration in excess of limits prescribed section 197(12) of the CompaniesAct 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Amendment Rules 2016. Hence particulars as required under Section197(12) of the Companies Act 2013 read with Rule 5(2) and Rule 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 are notgiven.
28. DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors state that:
a. in the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards had been followed and there are no material departuresfrom the same;
b. the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2021 and of the Profit ofthe Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. the Directors have prepared the annual accounts on a going concernbasis;
e. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
29. RISK MANAGEMENT POLICY:
Your Company has devised and implemented a mechanism for Risk management and hasdeveloped a Risk Management Policy. The Policy provides for identification of internal andexternal risks and implementing risk mitigation steps. The said Policy is available on thewebsite of the Company www.ramgopalpolytex.com.
30. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION
AND REDRESSAL) ACT 2013:
The Company has in place a Policy on Prevention Prohibition and Redressal of SexualHarassment at the Workplace in line with the requirements of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Company has formed a Committee to redress complaints received regarding sexualharassment. During the year under review following are the details of the complaints:
|No. of complaints filed ||: Nil |
|No. of complaints disposed of ||: NA |
|No. of complaints pending ||: NA |
31. COVID-19 PANDEMIC:
The outbreak of COVID-19 pandemic across the globe and in India has contributed to asignificant decline and volatility in the global and Indian financial markets and slowdownin the economic activities. The Company has been monitoring the situation closely and hastaken proactive measures to comply with various directions/regulations/ guidelines issuedby the Government and local bodies to ensure safety of workforce in its offices. TheCompany has made initial assessment of the likely adverse impact on economic environmentin general and operational and financial risks on account of COVID-19. The extent to whichthe COVID-19 pandemic will impact the Companys future results will depend on futuredevelopments which are highly uncertain including among other things any newinformation concerning the severity of the COVID-19 pandemic. Given the uncertainty overthe potential macro-economic condition the impact of the global health pandemic may bedifferent from that estimated as at the date of approval of these financial statements andthe Company will continue to closely monitor any material changes to future economicconditions which will be given effect to in the respective future period. In developingthe assumptions relating to future uncertainties in the economic conditions due toCOVID-19 it has at the date of approval of this report used relevant internal andexternal sources of information including economic forecasts and expects that the carryingamounts of these assets are recoverable.
Your Directors wish to place on record their sincere thanks to all the employees of theCompany for their continuing commitment and dedication. Further the Directors would alsolike to express their gratitude for the continued support of all the stakeholders such asbanks financial institutions various State and Central Government authoritiescustomers vendors stock exchanges and last but not the least our valued shareholdersfor all their support and trust reposed in the Company.
| ||By Order of the Board of Directors |
| ||For Ramgopal Polytex Limited |
|Place: Mumbai ||Sanjay Jatia |
|Date: August 12 2021 ||Chairman & Managing Director |
| ||(DIN: 00913405) |
Greentex Clearing House B-1 2 & 3Gosrani Compound
Rehnal Village Bhiwandi Thane 421302.
Tel: 22-22834838 Fax: 22-22851085
E-mail Id: firstname.lastname@example.org
"ANNEXURE - I" TO THE DIRECTORS REPORT
Disclosure of particulars with respect to Conservation of Energy Technology Absorptionand Foreign Exchange Earnings and Outgo as required under the Companies (Accounts) Rules2014.
(A) CONSERVATION OF ENERGY
During the year under review your Company has not carried out any manufacturingactivities. Therefore this clause is not applicable to your Company.
(B) TECHNOLOGY ABSORPTION
Since there is no manufacturing activity; the clause is not applicable to yourCompany.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign exchange outgo - Rs.126.40/- Lakhs Foreign exchange inflow NIL
|Place: Mumbai ||By Order of the Board of Directors |
|Date: August 12 2021 ||For Ramgopal Polytex Limited |
|Regd. Office: ||Sanjay Jatia |
|Greentex Clearing House B-1 2 & 3Gosrani Compound ||Chairman & Managing Director |
|Rehnal Village Bhiwandi Thane 421302. ||(DIN: 00913405) |
|CIN: L17110MH1981PLC024145 || |
|Tel: 22-22834838 Fax: 22-22851085 || |
|E-mail Id: email@example.com || |
|Website: www.ramgopalpolytex.com || |