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Ranjeet Mechatronics Ltd.

BSE: 541945 Sector: Engineering
NSE: N.A. ISIN Code: INE01A501019
BSE 00:00 | 09 Apr Ranjeet Mechatronics Ltd
NSE 05:30 | 01 Jan Ranjeet Mechatronics Ltd
OPEN 10.60
PREVIOUS CLOSE 10.60
VOLUME 6000
52-Week high 19.50
52-Week low 10.05
P/E 10.29
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.60
CLOSE 10.60
VOLUME 6000
52-Week high 19.50
52-Week low 10.05
P/E 10.29
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ranjeet Mechatronics Ltd. (RANJEETMECHATR) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 27th Annual Report of the Companyalong with the Audited Financial Statements for the financial year ended on 31stMarch 2020.

OVERVIEW OF THE ECONOMY:

According to 'India Fire Safety Equipment Market Outlook 2021' fire safetyequipment market of India is growing with a CAGR of more than 15% from last six years.India fire safety equipment market comprises of three major segments: firefightingequipments fire alarm & detection equipments and firefighter personal protectionequipments. Firefighting equipment market includes fire extinguisher fire sprinkler andother firefighting apparatus such as fire hydrant fire hose reel fire bucket etc. Firealarm control panel call point smoke detector heat detector flame detector etc.devices are part of fire detection system. Firefighter personal protection apparatusconsist of fire resistance suit fire blanket and others such as fire helmet fire glovesfire shoes fire harness etc. Currently firefighting segment is accounting for thelargest demand within the fire safety equipments market.

Global Fire Safety Equipment Market is expected to grow at a CAGR of 7.0% during theforecast period (2020-2027). Factors such as rising construction activities and growingfire safety awareness strict regulatory standards and government efforts are fuelinggrowth in the global market. The global fire safety equipment market is segmented on thebasis of Solution application and region.

FINANCIAL SUMMARY:-

The financial highlights are depicted below:

(Amount in Rs.)
Particulars 31/03/2020 31/03/2019
Revenue from operations 349126323 327820156
Other Income 2891903 5388352
Total Revenue 352018226 333208508
Expenditure 322876752 297285238
Profit / (Loss) before Finance Cost Depreciation 29141474 35923270
& Amortization and Tax Expenses
Finance Cost 16927588 15435575
Depreciation & Amortization 2954632 4360766
Profit Before Tax 9259255 16126929
Less: Taxation
Current Tax 2818177 4204867
Deferred Tax -340622 3677
Total Tax (i+ii) 2477555 4208544
Profit after Tax 6781700 11918385
Earning Per Equity Share:
Basic 1.03 2.27
Diluted 1.03 2.27

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 2019-20 andperiod subsequent there to have been given hereunder:

The Total revenue from operations of the Company during the Financial year 2019-20 washigher at Rs.352018226/- against the total revenue of Rs.Rs.333208508/-in the previous financial year 2018-19.

The Total expenses of the Company during the financial year 2019-20 was Rs.342758972/-against the expenses of Rs. 317081579 /- in the previous financial year 2018-19.

The Profit after tax is Rs.6781700/- for the financial year 2019-20 as compareto Rs.11918385/- in the previous financial year 2018-19.

SHARE CAPITAL:-

The Authorized Share Capital of the Company as on 31st March 2020 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 2020 was Rs.65999800/- (Rupees Six Crore Fifty Nine Lacs Ninety Nine Thousand Eight Hundred Only)divided into 6599980 (Sixty Five Lac Ninety Nine Thousand Nine Hundred and Eighty)equity shares of Rs.10 each.

DIVIDEND:-

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.

RESERVES:-

During the current financial year (2019-20) our Company's net profit was Rs.6781700/- as against the profit of Rs. 11918385 /- in P.Y. 2018-19 YourDirectors have transferred whole amount of Profit Rs. 6781700/-to Reserve tostrengthen the financial position of the 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 2019-20.

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. Devarshi R. Swadia (DIN:- 00356752) Director of the Company shallretire by rotation and being eligible offers himself for reappointment at the ensuingAnnual General Meeting of the Company.

Further during the year under review no changes occurred in the composition of Boardand Key Managerial Personnel of the Company.

However in the Board Meeting held on 29th August 2020 the followingappointment and cessation took 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: was appointed as the Additional Director (inthe category of Independent Non-Executive) w.e.f 29th August 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 4times during the year on 29th May 2019 20thAugust 2019 2nd November 2019 and 21st February 2020 in respectof which proper notices were given and the proceedings were properly recorded signed andmaintained in the Minutes book kept by the Company for the purpose. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

Name of Directors Category Number of Meetings Attended/Total Meetings held during the year 201920 Attendance at the last AGM held on 28th September 2019.
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 Non-Executive Director 4/4 Yes
Mr. Jayanta Kumar Pani Independent Director 3/4 Yes
Mr. Kunal Sudhirbhai Shah Independent Director 4/4 Yes

MEETING OF MEMBERS:

During the year under review the Company called and convened the Annual GeneralMeeting on 28th September 2019.

COMMITTEES MEETING:

As on 31st March 2020 the Board had three committees i.e. Audit CommitteeNomination and Remuneration Committee and Stakeholders Relationship Committee. All theCommittees are properly constituted with proper composition of Independent Directors asmentioned in relevant provisions of Companies Act 2013.

A. AUDIT COMMITTEE AND ITS MEETINGS:

Audit Committee met 2 times during the year under review on 28th May 2019and 1st November 2019.

Constitution of Audit Committee was as per the following:

Sr. No. 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 2/2
2. Kunal Sudhirbhai Shah (DIN: 08177662) Member Non-Executive Director 2/2
3. Rakesh Vallabhbhai Swadia (DIN: 00356657) Member Independent & Non-Executive Director 2/2

B. NOMINATION & REMUNERATION COMMITTEE AND ITS MEETINGS:

Nomination & Remuneration Committeemet once during the year under review on 28thMay 2019 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 Member Non-Executive Director 1/1
3. Mrs. Nitaben Rakesh Swadia Member Independent & Non-Executive Director 1/1

C. STAKEHOLDERS RELATIONSHIP COMMITTEE AND ITS MEETINGS:

Stakeholders Relationship Committee met 4 times during the year under review on 28thMay 2019 20th August 2019 2nd November 2019 and 21stFebruary 2020.

Constitution of Stakeholders Relationship Committee was as per the following:

Sr. No. Name of the Director Status in Committee Nature of Directorship Total Meetings Attended/ Total Meetings Held
1. Mr. Jayanta Kumar Pani Chairman Independent & Non-Executive Director 3/4
2. Mr. Kunal Sudhirbhai Shah Member Non-Executive Director 4/4
3. Mr. Rakesh Vallabhbhai Swadia Member Independent & Non-Executive Director 4/4

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) 1. Jayanta Kumar Pani (DIN: 08038621) • All recommendations made by the Audit Committee were accepted by the Board.
2. Kunal Sudhirbhai Shah (DIN: 08177662)
3. Rakesh Vallabhbhai Swadia
(DIN:00356657) • 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 1. Kunal Sudhirbhai Shah (DIN: 08177662) • The Committee overseas and administers executive compensation operating under a written charter adopted by our Board of Directors.
2. Jayanta Kumar Pani (DIN: 08038621)
3. Nitaben Rakesh Swadia (DIN: 00356722)
Stakeholders Relationship Committee 1. Jayanta Kumar Pani (DIN: 08038621) • The Committee reviews and ensures to redress investor grievances.
2. Kunal Sudhirbhai Shah (DIN: 08177662)
3. Rakesh Vallabhbhai Swadia (DIN: 00356657) • 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 20thFebruary 2020 at registered office of the companysituated at Ahmedabad to discuss the agenda items as required under the Companies Act2013.

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 Companyatwww.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 2018-19.

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 31.03.2020.

• 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.

BOARD EVALUATION:

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 the year 2014-15 due to casualvacancy. They were further appointed as the Statutory Auditors for a consecutive period of5 years from 22ndAGM till the conclusion of 27thAGM subject toratification at each AGM.

Their appointed as the Statutory Auditors will come to an end at the ensuing 27thAnnual General meeting as per the provisions of the Companies Act 2013 and also as perthe terms of their previous appointment.

Moreover as per the provisions of Section 139 of the Companies Act 2013 a firm ofAuditors is eligible to get appointed for two terms each for a period of 5 (five)consecutive years. However as they have already served as the Auditors for a total periodof 6 years they can now be appointed for remaining period of 4 years.

Therefore on receiving proper consent from M/s. Philip Fernandes & Co. CharteredAccountants Ahmedabad (FRN: 128122W) the Board of Directors of the Company recommendstheir appointment as the Statutory Auditors of the Company at the ensuing 27thAnnual General meeting for a consecutive period of 4(four) years i.e. upto the conclusionof 31st Annual General Meeting of the Company.

The business for the appointment of Statutory Auditors has been included in the noticefor the ensuing 27th Annual General Meeting.

The members are requested to consider the matter of appointment of Auditors and also tofix their remuneration.

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.

SECRETARIAL AUDITOR

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. RiddhiKhaneja and Associates Company Secretaries Ahmedabad to undertakethe Secretarial Audit of the Company's Secretarial and related records for the year endedon 31st March 2020. Secretarial Audit Report for FY 2019-20 is enclosed as Annexure- II to this report.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

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.

DEPOSITS:-

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 furtheritensures 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.

RISK MANAGEMENT:

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 PriceRisk Regulatory Risk Human resource Risk Strategic Risk 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 2019-20 Amount in Rs
Foreign Earnings Nil
Foreign Outflow Nil

CORPORATE GOVERNANCE

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 26thSeptember 2018. Whenever this regulation becomes applicable to the Company at a laterdate we will comply with the requirements of those regulations within six months from thedate on which the 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.

VIGIL MECHANISM:

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.

APPRECIATION:-

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
RANJEET MECHATRONICS LIMITED
[Formerly known as Ranjeet Mechatronics Pvt. Ltd.]
Sd/-
Date: 29/08/2020 (Rakesh V. Swadia)
Place: Ahmedabad Chairman and Managing Director
DIN:00356657