Your Directors are pleased to present the 28th Annual Report of the Company along withthe Audited Financial Statements for the financial year ended on 31st March 2021.
OVERVIEW OF THE ECONOMY:
Fire safety equipment is required in buildings and industrial facilities for the safetyof people and the prevention of significant loss due to fire. Growing demand for advancedfire safety systems for industries such as mining oil & gas exploration energy& power automotive and construction is expected to drive the market.
Reconstruction activities and implementation of building safety codes against fireprotection will further positively impact market growth. For instance the Fire ServicesLaw and Building Standards Law in Japan and the Code of Design for Building FireProtection & Prevention in China. The global Fire Safety Equipment market growth isdriven by modernization and technological advancements in construction industry and risein deaths and loss of property due to fire breakouts. Rising urbanization in developingcountries such as Brazil China India and Indonesia is expected to accelerateinfrastructure spending on building safety standards therefore propelling growth in theglobal fire safety equipment market. For instance The Brazilian government announced atthe end of 2017 an investment of approximately US$36 billion to resume 7000 constructionprojects. Moreover the real estate sector in India is expected to contributeapproximately 13% of the country's GDP by 2026.
According to research India fire safety systems and equipment market is projected togrow at a CAGR of 9% during 2017-2023. Over the last few years demand for fire safetysystems and equipment market has surged due to growing consumer awareness which is likelyto continue during the forecast period. In the overall fire safety systems and equipmentmarket fire fighting segment generated highest revenue share followed by fire detectionand emergency & exit lighting segments.
Also Global Fire Safety Equipment Market is expected to grow at a CAGR of 7.0% duringthe forecast period (20212028).
The financial highlights are depicted below:
(Amount in Rs.)
|Particulars ||31/03/2021 ||31/03/2020 |
|Revenue from operations ||285611037 ||349126323 |
|Other Income ||1207850 ||2891903 |
|Total Revenue ||286818887 ||352018226 |
|Expenditure ||267826164 ||322876752 |
|Profit / (Loss) before Finance Cost Depreciation ||18992723 ||29141474 |
|& Amortization and Tax Expenses || || |
|Finance Cost ||15209795 ||16927588 |
|Depreciation & Amortization ||2117807 ||2954632 |
|Profit Before Tax ||1665121 ||9259255 |
|Less: Taxation || || |
|Current Tax ||879800 ||2818177 |
|Deferred Tax ||-91553 ||-340622 |
|Total Tax (i+ii) ||788247 ||2477555 |
|Profit after Tax ||876874 ||6781700 |
|Earning Per Equity Share: || || |
|Basic ||0.13 ||1.03 |
|Diluted ||0.13 ||1.03 |
Note: The above figures are extracted from the financial statements.
FINANCIAL HIGHLIGHTS AND OPERATIONAL PERFORMANCE:-
The Key highlights pertaining to the business of the Company for the year 2020-21 andperiod subsequent there to have been given hereunder:
The Total revenue from operations of the Company during the Financial year 2020-21 waslower at Rs.286818887/- against the total revenue of Rs.352018226/- in the previousfinancial year 2019-20.
The Total expenses of the Company during the financial year 2020-21 was Rs.267826164/- against the expenses of Rs. 322876752/- in the previous financial year2019-20.
The Profit after tax is Rs. 876874 /- for the financial year 2020-21 as compare toRs. 6781700/- in the previous financial year 2019-20.
The Authorized Share Capital of the Company as on 31st March 2021 was Rs.67000000/- (Rupees Six Crore Seventy Lacs) divided into 6700000 (Sixty Seven Lac)Equity Shares of Rs.10/- each.
The Paid up Share capital of the Company as on 31st March 2021 was Rs. 65999800/-(Rupees Six Crore Fifty Nine Lacs Ninety Nine Thousand Eight Hundred Only) divided into6599980 (Sixty Five Lac Ninety Nine Thousand Nine Hundred and Eighty) equity shares ofRs.10 each.
With a view to provide a cushion for any financial contingencies in the future and tostrengthen the financial position of the Company your Directors have decided not torecommend any dividend for the period under review.
During the current financial year (2020-21) our Company's net profit was Rs. 876874/-as against the profit of Rs. 6781700/- in P.Y. 2019-20 Your Directors have transferredwhole amount of Profit Rs. 876874/- to Reserve to strengthen the financial position ofthe Company in nearest future.
SUBSIDIARY AND JOINT VENTURE COMPANY:
The Company did not have any subsidiary or joint venture company during the year underreview.
CHANGE IN NATURE OF BUSINESS:
No changes have been made in the nature of business carried out by the Company duringthe financial year 2020-21.
MAINTAINANCE OF COST RECORDS:
The Company is not required to maintain cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013.
APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:-
In accordance with the provisions of Section 152(6) of the Companies Act and Articlesof Association Mr. Rakesh Vallabhbhai Swadia (DIN:- 00356657) Director of the Companyshall retire by rotation and being eligible offers himself for re-appointment at theensuing Annual General Meeting of the Company.
In the Board Meeting held on 29th August 2020 the following appointment and cessationtook place on the Board of the Company:
1. Mr. Jayanta Kumar Pani (DIN: resigned as the Independent Director of the Companyw.e.f 29th August 2020.
2. Mr. Bhavinkumar O. Kachhchhava (DIN: 08837036) was appointed as the AdditionalDirector (in the category of Independent Non-Executive) w.e.f 29th August 2020. He wasfurther appointed as an Independent Director for a consecutive period of five years w.e.f27th September 2020 in the 27th Annual General Meeting of the Company held on 26thSeptember 2020.
MEETINGS OF THE BOARD OF DIRECTORS:-
The Management is completely focused for the growth and expansion of the Company it isbusy developing new horizons for increasing overall performance. It is further workingtowards reducing costs by making optimum utilization of resources.
The Board met 4 times during the year on 29th June 2020 29th August 2020 10thNovember 2020 and 2nd March
2021 in respect of which proper notices were given and the proceedings were properlyrecorded signed and maintained in the Minutes book kept by the Company for the purpose.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
|Name of Directors ||Category ||Number of Meetings Attended / Total Meetings held during the year 2020-21 ||Attendance at the last AGM held on 26th September 2020. |
|Mr. Rakesh V. Swadia ||Chairman and Managing Director ||4/4 ||Yes |
|Mr. Devarshi R. Swadia ||Whole Time Director ||4/4 ||Yes |
|Mrs. Nitaben R. Swadia ||Director ||4/4 ||Yes |
|Mr. Jayanta Kumar Pani ||Independent Director ||0/4 ||Yes |
|Mr. Kunal Sudhirbhai Shah ||Independent Director ||4/4 ||Yes |
|Mr. Bhavinkumar O. Kachhchhava ||Independent Director ||3/4 ||Yes |
*Mr. Jayanta Kumar Pani Independent Director resigned w.e.f 29th August 2020 and Mr.Bhavinkumar O. Kachhchhava was appointed as an Additional Director (IndependentNon-Executive Category) on 29th August 2020.
MEETING OF MEMBERS:
During the year under review the Company called and convened the Annual GeneralMeeting on 26th September 2020.
As on 31st March 2021 the Board had three committees i.e. Audit Committee Nominationand Remuneration Committee and Stakeholders Relationship Committee. All the Committees areproperly constituted with proper composition of Independent Directors as mentioned inrelevant provisions of Companies Act 2013.
A. AUDIT COMMITTEE AND ITS MEETINGS:
Audit Committee met 2 times during the year under review on 29th June 2020 and 10stNovember 2020.
Constitution of Audit Committee was as per the following:
|Name of the Director ||Status in Committee ||Nature of Directorship ||Total Meetings Attended/ Total Meetings Held |
|1. Jayanta Kumar Pani (DIN:08038621) ||Chairman ||Independent & Non-Executive Director ||0/2 |
|(Upto 29th August 2020) || || || |
|2. Kunal Sudhirbhai Shah (DIN:08177662) ||Chairman ||Independent & Non-Executive Director ||2/2 |
|(appointed as Chairman w.e.f 29th August 2020) || || || |
|3. Rakesh Vallabhbhai Swadia (DIN: 00356657) ||Member ||Chairman and Managing Director ||2/2 |
|4. Bhavinkumar O. Kachhchhava (DIN: 08837036) (w.e.f 29th August 2020) ||Member ||Independent & Non-Executive Director ||1/2 |
B. NOMINATION & REMUNERATION COMMITTEE AND ITS MEETINGS:
Nomination & Remuneration Committee met once during the year under review on 29thAugust 2020 Constitution of Nomination & Remuneration Committee was as per thefollowing:
|Sr. No. Name of the Director ||Status in Committee ||Nature of Directorship ||Total Meetings Attended/ Total Meetings Held |
|1. Mr. Kunal Sudhirbhai Shah ||Chairperson ||Independent & Non-Executive Director ||1/1 |
|2. Mr. Jayanta Kumar Pani (Upto 29th August 2020) ||Member ||Independent & Non-Executive Director ||0/1 |
|3. Mrs. Nitaben Rakesh Swadia ||Member ||Non-Executive Director ||1/1 |
|4. Bhavinkumar O. Kachhchhava (DIN: 08837036) (w.e.f 29th August 2020) ||Member ||Independent & Non-Executive Director ||0/1 |
C. STAKEHOLDERS RELATIONSHIP COMMITTEE AND ITS MEETINGS:
Stakeholders Relationship Committee met 4 times during the year under review on 29thJune 2020 29th August 2020 10th November 2020 and 2nd March 2021.
Constitution of Stakeholders Relationship Committee was as per the following:
|Name of the Director ||Status in Committee ||Nature of Directorship ||Total Meetings Attended/ Total Meetings Held |
|1. Mr. Jayanta Kumar Pani (upto 29th August 2020) ||Chairman ||Independent & Non-Executive Director ||0/4 |
|2. Mr. Kunal Sudhirbhai Shah (appointed as Chairman ||Chairman ||Independent & Non-Executive Director ||4/4 |
|w.e.f 29th August 2020) || || || |
|3. Mr. Rakesh Vallabhbhai Swadia ||Member ||Chairman and Managing Director ||4/4 |
|4. Bhavinkumar O. Kachhchhava (w.e.f 29th August 2020) ||Member ||Independent & Non-Executive Director ||2/4 |
OTHER INFORMATION RELATED TO BOARD COMMITTEES:
|Name of the Committee ||Composition of the Committee ||Highlights of duties responsibilities and activities |
|Audit Committee (This disclosure is as per Section 177(8) of the Companies Act 2013) ||Jayanta Kumar Pani (DIN: 08038621) Kunal Sudhirbhai Shah (DIN: 08177662) Rakesh Vallabhbhai Swadia (DIN:00356657) || All recommendations made by the Audit Committee were accepted by the Board. |
| ||Bhavinkumar O. Kachhchhava (DIN: 08837036) || In accordance with the requirements of the Companies Act 2013 the Company has formulated the policies including the Vigil Mechanism Policy. |
|Nomination and Remuneration Committee ||Kunal Sudhirbhai Shah (DIN: 08177662) Jayanta Kumar Pani (DIN: 08038621) Nitaben Rakesh Swadia (DIN: 00356722) || The Committee overseas and administers executive compensation operating under a written charter adopted by our Board of Directors. |
| ||Bhavinkumar O. Kachhchhava (DIN: 08837036) || |
|Stakeholders Relationship Committee ||Jayanta Kumar Pani (DIN: 08038621) Kunal Sudhirbhai Shah (DIN: 08177662) Rakesh Vallabhbhai Swadia (DIN: 00356657) || The Committee reviews and ensures to redress investor grievances. |
| ||Bhavinkumar O. Kachhchhava (DIN: 08837036) || The Committee noted that all the grievances of the shareholders during the year have been resolved. |
INDEPENDENT DIRECTORS' MEETING:
As per Schedule IV of the Companies Act 2013 a separate meeting of IndependentDirector was held on 6thFebruary 2021 at registered office of the company situated atAhmedabad to discuss the agenda items as required under the Companies Act 2013.
DECLARATION BY INDEPENDENT DIRECTORS:
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of Independence as prescribed under 149(6) of the CompaniesAct 2013 read with Rules issued there under as well as Regulation 16(1) (b) of theListing Regulations (including any Statutory modification(s) or re-enactment(s) for thetime being in force.)
NOMINATION AND REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Policy for selection appointment and remuneration of Directors and KeyManagerial Personnel including criteria for determining qualifications positiveattributes and independence of Directors.
The Nomination and Remuneration Policy has been uploaded on the website of the Companyat www.ranjeet.co.in.
STATE OF COMPANY AFFAIRS:
The state of your Company's affairs is given under the heading 'Financial Highlightsand Operational Performance' and various other headings in this Report and the ManagementDiscussion and Analysis which forms part of the Annual Report.
PARTICULARS OF EMPLOYEES:-
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 are not applicable to the Company as none of theEmployees of the Company has received remuneration above the limits specified in the Rule5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 during the financial year 2020-21.
The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 is given in the Statement annexed herewith as Annexure I.
DIRECTORS' RESPONSIBILITY STATEMENT:-
Pursuant to the requirements of Section 134(3)(c) and (5) of the Companies Act 2013it is hereby confirmed:
That in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;
That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and the profit or loss of the Company for the period ended 31.03.2021.
That the Directors had 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;
That the Directors had prepared the annual accounts on a going concern basis.
That the Directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively.
That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
The Companies Act 2013 states that the formal annual evaluation needs to be made byBoard of its own performance and that of its Committees and individual Directors ScheduleIV of the Companies Act 2013 states that performance evaluation of the IndependentDirectors shall be done by the entire Board of Directors excluding the director beingevaluated.
The evaluation of all the Directors and the entire Board was conducted based on thecriteria and framework adopted by the Board. The Board approved the evaluation results asallotted by the Nomination and remuneration committee. The Companies Act 2013 states thatthe formal annual evaluation needs to be made by board of its own performance.
AUDITORS' AND AUDITORS' REPORT- STATUTORY AUDITOR
M/s Philip Fernandes & Co. Chartered Accountants (Firm Registration No: 128122W)were appointed as the Statutory Auditors of the Company for a consecutive period of 4years from 27th AGM till the conclusion of 31st AGM subject to ratification at each AGM.
The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the ensuing AGM and a note in respectof same has been included in the Notice for this AGM. The Statutory Auditors haveconfirmed that they satisfy the independence criteria as required under the Act.
There is no qualification reservation adverse remark or disclaimer by the StatutoryAuditors in their report and hence no explanation or comments of the Board is required inthis matter.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsappointed Ms. Riddhi Khaneja and Associates Company Secretaries Ahmedabad to undertakethe Secretarial Audit of the Company's Secretarial and related records for the year endedon 31st March 2021. Secretarial Audit Report for FY 2020-21 is enclosed as Annexure - IIto this report.
INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.
INTERNAL CONTROL SYSTEMS:-
The Company's internal control systems are adequate and commensurate with the natureand size of the Company and it ensures:
Timely and accurate financial reporting in accordance with applicable accountingstandards.
Optimum utilization efficient monitoring timely maintenance and safety of itsassets.
Compliance with applicable laws regulations and management policies.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extracts of Annual return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure IV andforms integral part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORTS:
In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Management Discussion and Analysis is set outin this Annual Report as Annexure III.
The Company has neither accepted/invited any deposits u/s 73 to 76 of the CompaniesAct 2013 during the period.
PARTICULARS OF LOANS GUARANTEES ADVANCES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:-
The Company has not given any loans or guarantees during the year under review withinthe purview of Section 186 of the Companies Act 2013. The details of the investments madeby Company are given in the notes to investments in the financial statements.
PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:-
The Company has not entered into any material contract or arrangements with relatedparties referred to in subsection (1) of section 188 of the Companies Act 2013.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATEAND THE DATE OF THE REPORT:-
No Material changes occurred affecting the financial position of the company occurredbetween the ends of the financial year to which this Financial Statement relate and thedate of the Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:-
During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals that would impact the going concern status andCompany's operation in future.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:-
The Company has zero tolerance towards sexual harassment at the workplace and furtherit ensures that there is a healthy and safe atmosphere for every women employee at theworkplace and made the necessary policies for safe and secure environment for womenemployee.
The Company's approach to addressing business risks is comprehensive and includesperiodic review of such risks and a framework for mitigating controls and reportingmechanism of such risks. The risk management framework is reviewed periodically by theBoard and the Audit Committee.Some of the risks that the Company is exposed to are:Financial Risks Commodity Price Risk Regulatory Risk Human resource Risk StrategicRisk etc.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS:-
The Company has pride in the commitment competence and dedication shown by itsemployees in all areas of business. The Company has a structured induction process atallocations and management development programs to upgrade skills of managers.
The Company is committed to nurturing enhancing and retaining top talent throughsuperior learning & Organizational Development. This is a part of Corporate HRfunction and is a critical pillar to support the organization's growth and itssustainability in the long run.
HEALTH SAFETY AND ENVIRONMENT:-
The Company is taking continuous steps and also developing environment friendlyprocesses for effective resource management with specific focus to energy water and basicraw materials. Monitoring and specific review of system regarding health safety andenvironment is done on a continuous basis with emphasis and focus given to safety atworkplace.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
i. Conservation of Energy:
a) Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilization and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy consumption.
c) As the impact of measures taken for conservation and optimum utilization of energyare not quantitative its impact on cost cannot be stated accurately.
d) Since the Company does not fall under the list of industries which should furnishthis information in Form-A as annexed to the aforesaid Rules the question of furnishingthe same does not arise.
ii. Technology Absorption:
Company's products are manufactured by using in-house know how and no outsidetechnology is being used for manufacturing activities. Therefore no technology absorptionis required.
iii. Foreign Exchange Earning and Outgo:
During the period under review the foreign exchange earnings and outflow was asfollows:
|Year 2020-21 ||Amount in Rs |
|Foreign Earnings ||Nil |
|Foreign Outflow ||Nil |
Details regarding Corporate Governance Report of the Company this is to inform youthat Regulation 27(2) as per Clause 15 of the Chapter IV of SEBI (LODR) Regulation 2015is not applicable as the Company is listed on the BSE- SME platform since 26th September2018. Whenever this regulation becomes applicable to the Company at a later date we willcomply with the requirements of those regulations within six months from the date on whichthe provisions become applicable to our Company.
CORPORATE SOCIAL RESPONSIBILITY:-
Section 135 of the Companies Act 2013 and framed Rules there under provides thatcertain Companies are required to spend 2% of its average net profit during 3 precedingyears on CSR activities. It also provides formation of CSR committee of the Board. TheRules prescribe the activities qualify under CSR and the manner of spending the amount.The company is not covered under section 135 of the Companies Act 2013 and the Rulesframed there under for the financial year under report. CSR Committee of the Board will beconstituted at the time of applicability of section 135 of the Act. Hence CSR report isnot required to be annexed.
INSIDER TRADING REGULATIONS:
The Company has notified and adopted the Code of Prevention of Insider Trading and FairDisclosure of Unpublished Price Sensitive Information made pursuant to SEBI (Prohibitionof Insider Trading) Regulations 2015. The said Codes are published on the website of theCompany.The Company has suitably amended the aforesaid Codes to align them with theamendments introduced by SEBI w.e.f. 1st April 2019.
The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal or unethical behavior. The Company has a Vigilmechanism and Whistle Blower Policy under which the employees are free to reportviolations of applicable laws and regulations and the Code of Conduct. Employees may alsoreport to the Chairman of the Audit Committee. During the year under review no employeewas denied access to the Audit Committee. Whistle blower policy of the Company has beenuploaded on the website of the Company.
Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddedication during the year.
Your Directors sincerely convey their appreciation to customers shareholders vendorsbankers business associates regulatory and government authorities for their continuedsupport.
| ||By Order of the Board of Directors FOR RANJEET MECHATRONICS LIMITED |
| ||[Formerly known as Ranjeet Mechatronics Pvt. Ltd.] |
| ||Sd/- |
|Date: 28/08/2021 ||Mr. Rakesh V. Swadia |
|Place: Ahmedabad ||DIN :00356657 |
| ||Chairman and Managing Director |