Your Directors are pleased to present the 38th Annual Report of the Company togetherwith the Audited Standalone and Consolidated Financial Statements for the Financial Yearended 31st March 2020.
|Financial Highlights 2019-20 || || || ||(Amount Rs. in Lakhs) |
| ||Standalone ||Consolidated |
|Particulars ||Year ended 31st March 2020 ||Year ended 31st March 2019 ||Year ended 31st March 2020 ||Year ended 31st March 2019 |
|Sales and Operating Income (Net) ||111182.02 ||180668.73 ||121647.18 ||193107.63 |
|Other Income ||601.60 ||298.85 ||679.55 ||311.25 |
|Profit before Interest Depreciation & Tax (incl. ||20973.16 ||38248.84 ||21408.08 ||38697.68 |
|Exceptional Item) || || || || |
|Finance Cost ||7515.17 ||7921.70 ||7874.79 ||8218.95 |
|Depreciation ||12016.49 ||12083.33 ||12054.06 ||12105.87 |
|Profit Before Tax (before Exceptional Items) ||1441.50 ||18243.81 ||1479.23 ||18372.86 |
|Exceptional Items ||- ||- || || |
|Profit Before Tax ||1441.50 ||18243.81 ||1479.23 ||18372.86 |
|Provision for || || || || |
|- Current Tax ||237.79 ||3894.89 ||271.28 ||3921.53 |
|- Deferred Tax ||241.04 ||2408.38 ||229.69 ||2429.70 |
|- Tax adjustments for earlier years (Net) ||1.23 ||9.46 ||8.71 ||10.33 |
|er Aft Profit Tax ||961.44 ||11931.08 ||969.55 ||12011.30 |
|Other Comprehensive Income (Net of Tax) ||(26.95) ||(84.58) ||(33.23) ||(87.07) |
|Total Comprehensive Income for the year ||934.49 ||11846.50 ||936.32 ||11924.23 |
Stateof Company's Affairs
Revenue from operations decreased by 38.46% from Rs. 180668.73 in 2018-19 to Rs.111182.02 lakhs in 2019-20.
Export Sales decreased by 17.11% from Rs. 52939.90 Lakhs in 2018-19 to Rs. 43882.30Lakhs in 2019-20.
EBIDTA decreased by 45.17% from Rs. 38248.84 lakhs in 2018-19 to Rs. 20973.16 lakhsin 2019-20.
PAT showed a decrease of 91.94% from Rs. 11931.08 Lakhs in 2018-19 to Rs. 961.44 Lakhsin 2019-20.
The commercial vehicle segment (a key indicator of economic activity) which was anywaystruggling with new rules passed under the axle load norms in 2018 faster turnaround ofvehicle post GST implementation coupled with slowdown in the economy and infrastructureprojects and the resultant lower freight availability continued its downward slide in2019-20. The M & HCV segment was hit the hardest as production volumes declined by 47%from 444356 vehicles in 2018-19 to 233979 in FY 2019-20 . The sales of M&HCVdecreased by 42.47% from 390732 vehicles in 2018-19 to 224806 vehicles in 2019-20. Theexports of the M&HCV vehicles decreased by 50.36% from 48676 vehicles in 2018-19 to24162 vehicles in 2019-20.
The Production of LCVs declined but at a lesser pace by 22.45% from 668049 vehiclesin 2018-19 to 518043 units in FY 2019-2020.
Forgings and Machining facility
The Company derives the major share of its revenues from the commercial vehiclesegment. Your Company produced 29156 tons during the year under review as compared to52944 tons last year registering an decrease of about 44.93%. The Company has thestate-of-art of CNC Machining and Gear Cutting Facilities in which it has achievedaccuracies of DIN 3962 (Class 8 to 9) in Hobbing Stage DIN 3962 (Class 7) in ShavingStage. The Company has made 15 new product development in the CNC Turning 37 newdevelopment in Gear cutting and 79 new products in HMC/VMC Machining centre which hashelped to enhance the product basket with existing clients and add new clients in thedomestic and export market.
Ring Rolling Line
The Company has produced 16572 tons during the year as compared to 26715 tons lastyear thus registering a decrease of about 37.96%. The
Company has developed 99 new products during the year.
During the year the company has achieved a production of 36166 Tons as compared to56132 tons last year thus registering a decrease of 35.57%. The Company has achieved anaverage capacity utilisation of around 45% during the year.
The Company has developed 65 new products during the year out of which 29 products aremachined.
The India story for commercial vehicles remains intact although with a slight delay.The current year may remain subdued in volumes but it is expected that 2021-22 shouldwitness a resurgence owing to the Government's thrust on new-age infrastructuredevelopment as the recently announced policies which should transcend into on groundrealities. Another positive for the commercial vehicle space is India's vehiclescrappagepolicy which is awaiting its final clearance. This would focus on eliminating the fleetof old polluting commercial vehicles plying on the country's roads which will createfurther replacement demand over the next few years.
The Company has not accepted any deposits from the public and consequently there are nooutstanding deposits in terms of Section 73 of the
Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 asamended.
Your Company proposes to transfer Rs. 500 lakhs to General Reserve out of the amountavailable for appropriation and an amount ofRs. 38191.25 lakhs is proposed to be carriedover to Balance Sheet as retained earnings.
In view of subdued profits the Board has not recommended anydividend forthe FinancialYear 2019-20.
The Register of Members and the Share Transfer books of the Company will remain closedfrom Saturday 12th September 2020 to Saturday 19th September 2020(both daysinclusive) forthe purpose ofAnnual General Meeting.
Buyback of Equity Shares
The Board of Directors of the Company at its meeting held on 21st March2020 approved buy-back of Equity Shares of the Company for a maximum size not exceedingRs. 400000000 (Rupees Forty Crore only) (Maximum Buyback Size) at a price not exceedingRs. 250/- per equity share from the members of the Company from the open market throughthe Stock Exchange Mechanism in accordance with the regulation provisions contained intheCompanies Act2013 rules made thereunder and the SEBI (Buy- Back of Securities)Regulations 2018.
The Maximum Buyback Size represents 4.81% and 4.82% of the aggregate of the Company'stotal paid-up equity share capital and free reserves based on the standalone andconsolidated audited financial statements of the Company as on 31st March 2019.The Company has transferred the requisite amount intothe Escrow account on2 ndApril 2020 . The Buyback is expected tobeclosed bySeptember 2020.
The Company has one class of shares equity shares of par value of Rs. 10/- each.
During the Financial Year 2019-20 there was no change in the Authorised IssuedSubscribed and Paid up Share Capital of the Company.
The Authorised Share Capital stood at Rs. 332500000/- consisting of Rs. 10/- each.33250000 equity shares of The Issued Subscribed and Paid up Share Capital stood at Rs.326529000 consisting of 32652900 equity shares ofRs. 10/- each.
However due to Buy Back of shares the Issued Subscribed and Paid up ShareCapital (including ESOP effect) as on the date of the report stood at Rs. 322500880divided into 32250088 equity shares of Rs. 10/- each.
Employees Stock Option Scheme
The Company has an ESOP Schemetitled Ramkrishna Forgings Limited Employee StockOption Plan 2015 (RKFL ESOP Scheme 2015)' for the grant upto 700000 stock option in oneor more tranches to its permanent employees working in India and wholetime Directors ofthe Company (employees). RKFL ESOP Scheme 2015 provides an incentive to attract retainand reward the employees and enable them to participate in future growth and financialsuccess of the Company. In accordance with the scheme the employees based on theperformance matrix are eligible to receive one fully paid-up equity share of Rs. 10/-against each option. During the year under review based on the performance matrix of theeligible employees the Nomination and Remuneration Committee vested 47048 Stock Options tothe eligible employees . During the year 850 options has been exercised by the eligibleemployee.
Further 46873 options have been forfeited/cancelled during the Financial Year2019-20. There are 177465 outstanding options as on 31st March
During the year the Company has not granted any Options to its employees.
The details pursuant to the Section 62 of the Companies Act 2013 read with Rule 12 ofthe Companies (Share Capital and Debentures) Rules 2014 as amended and SEBI (Share BasedEmployee Benefits) Regulations 2014 have been placed on the website of the Companyathttp://www. ramkrishnaforgings.com/notice.html
The RKFL ESOP Scheme 2015 is in compliance with the SEBI (Share Based EmployeeBenefits) Regulations 2014 and amendment thereof. A Certificate from the StatutoryAuditors with regard to the implementation of ESOP Scheme 2015 shall be available forinspection at the Registered Office of the Company from 10.00 A.M to 4.00 P.M. (Monday toFriday) before the Annual General Meeting and also at the Annual General Meeting and shallalso be made available on making request to the Company firstname.lastname@example.org.
Pollution Control Measures
Your Company has the requisite approvals from the concerned authorities for all theunits.
As on the date of this report Company's long term rating from ICRA has been revisedfrom A (Negative Outlook) to A - (Negative Outlook) and the short term rating has beenrevised from A1 (A one) to A2+ (A two plus). The main reason for the downgrade in theratings was deterioration in credit matrix due to slowdown in domestic M&HCV industryand anticipated weak outlook in export market.
Details of Directors and KeyManagerial Personnel
(A)Appointment/Reappointment of Directors
Upon the recommendation of the Nomination and Remuneration Committee the Board at itsMeeting the approval of the members appointed Mr. Chaitanya Jalan (DIN:07540301)asanAdditional Director. He was also appointed as the Wholetime
Director for a period of 5 years w.e.f 9th November 2019 subject to the approval ofthe members. The Company sought approval of the members for above appointment vide PostalBallotnotice dated 12th February 2020 which was passed with requisite majority on 1stApril 2020.
Upon recommendation of the Nomination and Remuneration Committee the Board ofDirectors at its meeting held on 12th February 2020 to the approval of the membersre-appointed Mr. Pawan Kumar Kedia (DIN: 00375557) as the wholetime Director designatedas Director (Finance) for a period of 1 year w.e.f. April 1 2020. The Company soughtapproval of the members for the above appointment vide Postal Ballot notice dated 12thFebruary 2020 which was passed with requisite majority on 1st April 2020. underSub-Section (7) of Section 149 (B)Statement Declaration
The Company has received declarations from all the Independent Directors of the Companyconfirmingthat they meet the criteria of independence as prescribed both under the Section149(6) of the Companies Act and Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
None of the Directors of the Company are disqualified for being appointed as Directorsas specified in section 164(2) of the Companies Act 2013 and rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014 as per the declaration receivedfrom the Directors.
(C) Familiarization Programme Undertaken for Independent Directors
The Director upon appointment is formally inducted to the Board. In order tofamiliarise the Independent Directors about the various business drivers they are updatedthrough presentations at Board Meetings about the financialsof the Company. They are alsoprovided presentations about the business and operations of the Company. The Directorsalso undertake plant tours to appraise themselves of the operation and technology of theCompany. The Directors are also updated on the changes in relevant corporate laws relatingto their roles and The details of programmes imparted by the Company during the yearpursuant to Regulation 25 (7) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are placedon the website of the Company at the link: https://www.ramkrishnaforgings .com.
(D) Resignation of Director(s) during the year:
During the Financial Year ended 31st March 2020 none of the Directors haveresigned from the Company.
(E) Re-Appointment of Directors Retiring by Rotation
In accordance with the provisions of the Companies Act 2013 Mr. Naresh Jalan (DIN00375462) Director retires by rotation and being eligible offer himself forreappointment at the ensuing Annual General Meeting. His appointment will be placed forapproval of the members and forms part of the notice ofthe ensuing Annual General Meeting.The information about the Director seeking appointment/re-appointment as required byRegulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Secretarial Standard -2 on General Meeting has been given in thenotice convening the Annual General Meeting.
(F) Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company are Mr. Mahabir Prasad Jalan Chairman
Mr. Naresh Jalan Managing Director Mr. Pawan Kumar Kedia Wholetime Director Mr.Lalit Kumar Khetan Chief Financial Officer and Mr. Rajesh Mundhra Company Secretary andCompliance Officer.
During the year Mr. Chaitanya Jalan has been appointed as the Wholetime Directordesignated as Director (Executive] w.e.f. 9th November 2019.
The Company has in place a policy on Directors' and Senior Management appointment andremuneration including the criteria for determining qualifications positive attributesindependence of a Director and other matters as required under sub-section (3) of Section178 of the Companies Act 2013 read with Regulation 19 (4) and Part D of Schedule II ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. During theyear there has been no change in the Policy. The policy is available on the website ofthe Company at the following link: https://ramkrishnaforgings.com/policies. of itsCommittees and of Directors AnnualEvaluationof
Pursuant to the provisions of Section 134 (3) (p) and other applicable provisions ofthe Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 annual evaluationoftheperformanceoftheBoarditsCommittees and ofindividual Director was done. The performance evaluation of the Independent Directors wasalso carried out by the entire Board (excluding the director being evaluated). Theevaluation of performance for the year 2019-20 was carried out through structuredquestionnaires (based on various aspects of the Board's functioning execution andperformance of statutory duties and obligations). The questionnaire covers all aspectsprescribed by SEBI vide its circular no. SEBI/HO/CFD/CMD/ CIR/P/2017/004 dated 5thJanuary 2017.
Further The Nomination and Remuneration Committee in terms of Section 178 (2) of theCompanies Act 2013 also carried out evaluation of every Director's performance includingIndependent Directors.
The performance evaluation of the Board its Chairman and the Non-Independent Directorswere carried out by the Independent Directors in the Independent Director Meeting. TheBoard expressed its satisfaction with the evaluation process and results thereof.
Directors' Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Director's Responsibility Statement it is hereby confirmed that:
i) in the preparation of annual accounts for the year ended 31st March 2020 applicableaccounting standards have been followed and there are no material departures;
ii) 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 at the end of the Financial Year 2019-20and of the profit of the Company for that period;
iii) the Directors have taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of your Company and for preventing and detecting fraud and otherirregularities;
iv) they have prepared the annual accounts for 2019-20 on a going concern basis;
v) the Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and are operating effectively;
vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Company had two wholly owned Subsidiaries i.e. Globe Forex & Travels Limited(CIN: U63040WB1994PLC062139) and Ramkrishna Aeronautics Private Limited (CIN:U62100WB2016PTC216705).
During the year your Company has formed a wholly owned subsidiary viz; RamkrishnaForgings LLC USA.
A brief highlight of the consolidated performance and its contribution to the overallperformance of the Company for the Financial Year 2019-20 is as below:
| || || ||(Rs. in Lakhs) |
|Particulars ||Ramkrishna Forgings Limited (Holding Company) Conslidated ||Globe Forex & Travels Limited (Subsidiary Company) ||% of contribution to the overall performance of the Holding Company |
|Total Gross Revenues from operation ||121647.18 ||10687.06 ||8.78% |
|Profit before Taxation (PBT) ||1479.23 ||71.66 ||4.84% |
|Profit/(Loss) after Taxation (PAT) ||969.55 ||42.03 ||4.34% |
| || || ||(Rs. in Lakhs) |
|Particulars ||Ramkrishna Forgings Limited (Holding Company) Consolidated ||Ramkrishna Aeronautics Private Limited (Subsidiary Company) ||% of contribution to the overall performance of the Holding Company |
|Total Gross Revenues from operation 121647.18 ||0.00 ||0.00% |
|Profit before Taxation (PBT) ||1479.23 ||(1.75) ||(0.11%) |
|Profit/(Loss) after Taxation (PAT) ||969.55 ||(1.75) ||(0.18%) |
| || || ||(Rs. in Lakhs) |
|Particulars ||Ramkrishna Forgings Limited (Holding Company) Consolidated Figures ||Ramkrishna Forgings LLC USA (Subsidiary Company) ||% of contribution to the overall performance of the Holding Company |
|Total Gross Revenues from operation 121647.18 ||0.00 ||0.00% |
|Profit before Taxation (PBT) ||1479.23 ||0.00 ||0.00% |
|Profit/(Loss) after Taxation (PAT) ||969.55 ||0.00 ||0.00% |
Pursuant to Section 129(3) of the Companies Act 2013 and implementation requirementsof the Indian Accounting Standards Rules on accounting and disclosure requirements asapplicable and as prescribed under Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended the consolidated financialstatements of the Company and its subsidiaries prepared in accordance with the relevantaccounting standards specified under Section 133 of the Companies Act 2013 read with Rule7 of the Companies (Accounts) Rules 2014 forms part of this Annual Report. Further asper section 136 of the Companies Act 2013 the audited financial statements includingthe consolidated financial statements and related information of the Company and auditedfinancial statements of the subsidiaries are available at our website athttp://www.ramkrishnaforgings.com.
In addition the financial data of the subsidiaries has been furnished under note. 47of the Consolidated Financial Statements and forms part of this
The Annual Accounts of the Subsidiaries and other related detailed information will bekept at the Registered Office of the Company and also at the Registered Office of theSubsidiary Company and will be available to the investors for seeking information from10.00 A.M. to 4.00 P.M.
Saturday and Sunday).
Your Company does not have a material unlisted Subsidiary.
The Company does not have any Joint Venture or Associate company and no Company hasceased to be a Subsidiary or Associate of the Company for the Financial Year 2019-20.
During the year there has been no change in the nature of the business carried out bythe Subsidiary Companies.
The statement in Form AOC-1 containing the salient features of the financial statementof the Company's subsidiaries Joint Ventures and Associates pursuant to first-proviso tosub-section (3) of section 129 of the Companies Act 2013 forms part of this Report as "Annexure-A".
M/s. S. R. Batliboi & Co. LLP Chartered Accountants (Firm Registration No.301003E/E300005) and M/s. S.K.Naredi & Co. Chartered Accountants (Firm RegistrationNo. 003333C) acts as the Statutory Auditors of the Company.
The Auditors' Report (Standalone and Consolidated) to the shareholders for the yearunder review does not contain any qualifications or adverse remarks.
The Statutory Auditors of the Company have not reported any fraud as specified underthe second Proviso to Section 143(12) of the Companies
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhad appointed M/s. MKB & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the Financial Year 2019-20. TheSecretarial Audit Report is given as "Annexure B" forming part of thisReport. The Secretarial Audit Report for the year under review mentions that the Companyhas generally complied with the Provision of the Act Rules Regulations GuidelinesStandards etc. as mentioned in the Report.
The Board has re-appointed M/s. MKB & Associates PracticingCompany Secretaries asSecretarial Auditors of the Company for the Financial Year 2020 21.
As per Section 148 (3) and other applicable provisions of the Companies Act 2013 theBoard of Directors based on the recommendation of the Audit Committee has appointed M/s.S.K. Choudhary & Associates (Membership no. 21916/FRN: 102319) Cost Accountants asCost Auditors to carry out the audit of the cost records of the Company for the FinancialYear 2020-21.
As required under the Companies Act 2013 the remuneration payable to the CostAuditor as approved by the Board is required to be placed before the Members in ageneralmeetingfor their ratification and the same forms part of the notice of the AnnualGeneral Meeting.
The Company is required to maintain cost records pursuant to Section 148 of theCompanies Act 2013 and accordingly such records and accounts are maintained by theCompany.
Risk Management Policy
Your Company has a well defined risk management framework in place and a robustorganizational structure for managing and reporting risks. The Company has a RiskManagement Policy duly approved by its Board. Risk evaluation and management is an ongoingprocess within the organisation and is periodically reviewed by the Board of Directors.Risk Management process has been establish across your company and is designed toidentify assess and frame a response to threats that affect the achievement of itsobjectives.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference tofinancial statements. The Company's Internal Control Systems are commensurate with thenature size and complexity of its business and ensure proper safeguarding of assetsmaintaining proper accounting records and providing reliable financial information.
Pursuant to the provisions of Section 138 of the Act read with Rule 13 of the Companies(Accounts) Rules 2014 M/s. Singhi & Co Chartered Accountants (Firm Registration no.302049E) are appointed as the Internal Auditor of the Company who also evaluates thefunctioning and quality of internal controls and standard operating procedures of theCompany and reports its adequacy and effectiveness through periodic reporting.
Corporate Social Responsibility (CSR)
CSR for your Company means Corporate Sustainable Responsibility and this meansembedding CSR into its business model.
In terms of the provisions of section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directors ofyour Company has constituted a Corporate Social Responsibility ("CSR")Committee.
Your Company has in place the following Programs under its CSR activity i.e. RamkrishnaJan Kalyan Yojana Ramkrishna Shiksha Yojana Ramkrishna Swastya Yojana and RamkrishnaSanskriti Yojana.
Your company has spent the requisite percentage of the average net profit of the threeimmediately preceding Financial Years on CSR related activities as covered under ScheduleVII of the Companies Act 2013. Your Company as part of its CSR initiatives has initiatedprojects as per its CSR Policy. The Company has framed and adopted a CSR Policy which isavailable at the following web link: http://www.ramkrishnaforgings.com/policies.html . Thepolicy indicates the CSR activities to be undertaken by the Company to achieve its Theparticulars required to be disclosed pursuant to the Companies (Corporate SocialResponsibility Policy) Rules 2014 are given as "Annexure-C" forming partof this Report.
Related Party Transactions
The Company has formulated a Policy on dealing with Related Party Transactions. ThePolicy is disclosed on the website of the Company at the weblink:http://ramkrishnaforgings.com/policy-for-transactions-with-related-parties.pdf .
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 during the year were in the ordinary course of business and on anarms-length basis. There are no material related party transactions made by the Companywith Promoters Directors Key Managerial Personnel or other Designated Persons which mayhave a potential conflict with the interest of the Company at large. The details of thematerial Related Party transaction in Form AOC-2 is enclosed and marked as"AnnexureD".
All related party transactions are placed before the Audit Committee and Board for itsapproval. In accordance with Ind AS-24 the Related Party Transactions are disclosed underNote No. 39 of the Standalone Financial Statements.
The Equity Shares of your Company are listed on two stock exchanges:
? National Stock Exchange of India Limited (NSE) Exchange Plaza Plot no. C/1 G-Block Bandra-Kurla Complex Bandra (East) Mumbai 400 051.? BSE Limited (BSE)Phiroze Jeejeeboy Towers Dalal Street Mumbai 400 001.
The annual listing fees for the year 2020-21 have been paid to both the stock exchangeswhere the shares of your Company are listed.
Managements Discussion And Analysis Report
Management's Discussion and Analysis Report for the year under review under Regulation34 (2) (e) read with Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in the separate section and forms part of theAnnual Report.
Adoption of Best ethical business practices in the Company within the regulatoryframework Company continues to believe in such business practices and gives thrust onproviding reliable financial in all its business transactions and ensuring strictcompliance of all applicable laws.
The report of Corporate Governance as stipulated under SEBI (Listing Obligations and
The requisite certificate from the Statutory Auditors of the Company confirming thecompliance with the conditions of corporate governance stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is attached with the CorporateGovernance Report.
Business Responsibility Report
Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as mended inter alia provides that the annual reports of the top 1000listed entities based on market capitalisation (calculated as on March 31st of everyfinancial year) shall include a Business Responsibility Report (BRR). As on 31st March2020 Your Company ranks among the top 1000 listed entities based on marketcapitalization. The Business Responsibility Report for the financial year 2019-20presented in the separate section and forms part of the Annual Report.
Disclosures a) Meetings of Board of Directors
During the year under review 5 (Five) meetings of the Board of Director s were held.The details of the meetings and the attendance of the Directors are provided in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the statutory laws and the necessary quorum were present at allthe meetings. b) Committees:
The Company has in place the Committee(s) as mandated under the provisions of theCompanies Act 2013 and SEBI (Listing Obligations Disclosure Requirements) Regulations2015. There are currently 5 (five) committees
Audit and Risk Management Committee
Nomination & Remuneration Committee
Corporate Social Responsibility Committee
Management & Finance Committee
Details of the Committees along with their charter composition and meetings heldduring the year are provided in the Corporate Governance
Report which forms part of this report.
There has been no instance where the Board has not accepted the recommendations of theAudit Committee.
c) Meetingof Independent Directors
In accordance with the requirement of the statutory laws a separate meeting of theIndependent Directors was held on 14th March 2020. In the meeting the Directors amongother things reviewed the performance of Non-Independent Directors the Chairman of theBoard and the Board as a whole and further assessed the quality quantity and thetimeliness of flow of information between the Management and the Board and foundsatisfactory.
d) Particulars of Loan & Investment:
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the Standalone Financial Statement. The detailsof such Investments loans and guarantees have been provided in Note no. 7 9 and 44 tothe Standalone Financial Statements.
e) Extract of the Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 an extractof the Annual Return in Form MGT-9 is given in "Annexure E" to thisReport.
f) Conservation of Energy Technology Absorption and Foreign Exchange Earningsand Outgo
The particulars relating to energy conservation technology absorption foreignexchange earnings and outgo as required to be disclosed under the
Act is given in "Annexure-F" to this Report
g) Particulars of Employees and related disclosures required under Section 197ofDisclosurewithrespectto the Companies Act 2013 read with Rules
5 (1) (2) and (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given in"Annexure-G" to this Report.
h) Whistle Blower Mechanism
The Company promotesethicalbehaviourinallitsbusinessactivities and has put in place amechanism for reporting illegal or unethical behaviour.
The Company has a Vigil mechanism and Whistle blower policy under which the employeesand directors are free to report violations of applicable laws and regulations and theCode of Conduct. The reportable matters may be disclosed to the Vigilance and Ethicsofficer who operates under the supervision of the Audit Committee. Employees may alsoreport to the Chairman of the Audit Committee. The status of the complaints received ifany under the whistle blower policy is also placed on a quarterly basis before the Board.During the year under review no employee was denied access to the Audit Committee. TheVigil Mechanism / Whistle Blower Policy of the Company can be accessed at the website ofthe Company at the following link:http://www.ramkrishnaforgings.com/whistle-blower-policy.pdf.
i) Transfer of amounts to Investor Education and Protection Fund (IEPF)
Pursuant to the provision of Section 124 of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (the Rules) all unpaid orunclaimed dividends are required to be transferred by the Company to the IEPF establishedby the Government of India after the completion of seven years. Further according to theRules the shares on which dividend has not been paid or claimed by the shareholders forseven consecutive years or more shall be transferred to the demat account of the IEPFauthority. Accordingly during the financial year 2019-20 the Company has transferred anunpaid & unclaimed dividend ofRs. 31708 and has also transferred 446 shares for theFinancial Year 2011-12 to the IEPF Fund. The details are provided at the website of theCompany at the following link: https:// www.ramkrishnaforgings.com/unpaid-dividend.html.
Mr. Rajesh Mundhra Company Secretary and Compliance Officer acts as the NodalOfficer. His details are provided at the website of the Company at the following link:https://www.ramkrishnaforgings.com/unpaid-dividend.html.
General i. During the year under review there has been no change in the nature ofbusiness of the Company. ii. No material changesandcommitmentsaffecting the financialposition of the Company have occurred from the close of the financial year ended 31stMarch 2020 till the date of this Report. iii. There have been no significant or materialorders passed by the regulators or Courts or Tribunals impacting the going concern statusand the company's operations in future. iv. During the year under review the Company hasnot issued sweat equity shares. v. During theyearunderreviewtheCompanyhasnotissuedshareswithdifferentialvoting rights. vi. The Companyhas not revised any of its financial statements or reports. vii. Neither the ManagingDirector nor the Whole-time Directors of the Company receive any remunerationsubsidiaries. viii. The Company has complied with the applicable Secretarial Standardsissued by Institute of Company Secretaries of India.
Prevention of Sexual Harassment at Workplace
Your Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. The Companyhas an Internal Complaints Committee in all its workplace. Your Directors further statethat during the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal)
Electronic Copies of the Annual Report 2019-20 and Notice of the 38th Annual GeneralMeeting are sent to all the members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addressesphysical copies are sent in permitted mode.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks during the year underreview. Your Directors also wish to place on record their deep government sense ofappreciation for the committed services by the Company's executives staff and workers.
On behalf of the Board
For Ramkrishna Forgings Limited
Mahabir Prasad Jalan
Place: Kolkata Dated: 26th Day of June 2020