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Rapicut Carbides Ltd.

BSE: 500360 Sector: Engineering
NSE: N.A. ISIN Code: INE350D01015
BSE 00:00 | 21 Jan 64.55 2.25
(3.61%)
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NSE 05:30 | 01 Jan Rapicut Carbides Ltd
OPEN 60.00
PREVIOUS CLOSE 62.30
VOLUME 19187
52-Week high 75.95
52-Week low 22.25
P/E
Mkt Cap.(Rs cr) 35
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 60.00
CLOSE 62.30
VOLUME 19187
52-Week high 75.95
52-Week low 22.25
P/E
Mkt Cap.(Rs cr) 35
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rapicut Carbides Ltd. (RAPICUTCARBIDES) - Director Report

Company director report

Dear Members

YourDirectors have pleasure in presenting their 44thAnnual Report together withtheAudited Statements ofAccounts for the year ended March 31 2021. The Company operatesonly in one business segment viz. Tungsten and Tungsten Carbide Products.

Operations and State of Affairsof the Company:

(Rs. in Lakhs)
Particulars Year ended 31/03/2021 Year ended 31/03/2020
Revenue from Operations 2803 3360
Profit before Depreciation and Tax(Including Deferred Tax) (42) 42
Profit afterDepreciation and Tax (82) (9)
Reassessment of Losses (Profit) on defined employee benefit plans and fairvalue of loan (15) (1)
Total Comprehensive income forthe year (97) (10)
Add:
Profitbrought forwardfrom previous year 1221 1328
Profit available forappropriation 1127 1318
Appropriations
Dividend and Dividend Tax 97
Transfer to General Reserve
Profitcarried to Balance Sheet 1127 1221

DIVIDEND

The Board of Directors of your Company afterconsidering relevant circumstances andloss for the Financial Year 2020-21 (year under review) has decided that it would beprudent not to recommend any Dividend for the year under review.

TRANSFER TO RESERVES

Due to loss in the FY 2020-21 no amount has been transferred to Reserves.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion andAnalysis Report as required under Regulation 34 read withSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms part of this Annual Report. Certain Statements in the said report may beforward-looking. Many factors may affect the actual results which could be different fromwhat the Directors envisage in terms of the future performanceand outlook. The ManagementDiscussion and Analysis Report is furnished asAnnexure-A.

SUBSIDIARIESASSOCIATESAND JOINT VENTURE

The Company does not have any SubsidiaryAssociate Company and has not entered into anyJoint Ventureduring the year under review.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public during the year under review andno amount on account of principal or interest on deposits from public was outstanding asonMarch 31 2021.

CHANGE IN CAPITAL STRUCTURE

There is no change in the paid up equity share capital during the year under review.The paid up equity share capital of the Company as on March 31 2021 is Rs. 53712450/-.

DIRECTORS

Members at their meeting held on September 28 2020 appointed 1)Shri. Abhishek V. Gamias Managing Director for a period of five years commencing from July 01 2020 till June30 2025 liable to retire by rotation. 2) Smt. Shruti A. Gami as Non Executive Directorliable to retire by rotation. 3) Shri. Dhananjay D. Kanitkar as Independent Director ofthe Company for a period of two years effectivefrom February 07 2020 till February 062022. 4) Shri. Kishore D. Sharma as Independent Director of the Company fora period of twoyears effectivefrom July 01 2020till June 30 2022.

KEY MANAGERIAL PERSONNEL

Shri. Abhishek V. Gami Managing Director Shri. Ashwin R. Master Chief FinancialOfficerand Shri. Kamlesh M. Shinde Company Secretary are the Key Managerial Personnel ofthe Company. Shri. Balaram D. Markad Chief Operating Officer retiredfrom service on June01 2021.

MEETINGS OF THE BOARD

Four (4)Board Meetings were held during the financial year ended March 31 2021 on thefollowing dates: 1)June 30 2020. 2)August25 2020. 3) November 09 2020. 4) February 132021.

INDEPENDENT DIRECTORS

The Company has received declarations/ confirmations from all the Independent Directorsof the Company as required under Section 149(7) of the Companies Act 2013 read with Rule6 of the Companies (Appointment and Qualifications of Directors) Rules 2014.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of the Directors individually as well as evaluation of the workingof the Board and of the Committees of the Board by way of individual and collectivefeedback from Directors. The following were the Evaluation Criteria: a) For IndependentDirectors: -Knowledge and Skills -Professional Conduct -Duties Role and Functions-Fulfilment of the Independence Criteria and their independence from the management; b)For Executive Director: -Performance as TeamLeader/Member -Evaluating Business Opportunityand analysis of Risk Reward Scenarios -Set Key Goals and Achievements -ProfessionalConduct and Integrity -Sharing of Information with the Board.

The Directors expressed their satisfaction with the evaluation process.

AUDIT COMMITTEE

This Committee comprises of the Directors viz. Shri. Dhananjay D. Kanitkar as Chairmanof the Committee Shri. Abhishek V Gami and Shri. Kishore D. Sharma as Members. TheCommittee inter alia reviews the Internal Control System Reports of Internal AuditorsKey Audit Matters presented by the Statutory Auditors and Compliance of variousregulations. The Committee also reviews the financial statements before they are placedbefore the Board.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism or Whistle Blower Policy for directors employees and other stakeholdersto report genuine concerns has been established. The same is uploaded on the website ofthe Company and the web-link as required under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is: www.rapicutcarbides.com/finance.htm.

INTERNAL CONTROL SYSTEMS AND THEIRADEQUACY AND COMPLIANCE

The Company's internal control procedures include internal financial controls ensurecompliance with various policies practices and statutes keeping in view theorganisation's size and nature of the business. The internal auditor carries out extensiveaudits throughout the year. Your Company has adopted policies and procedures for ensuringthe orderly and efficient conductof its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and the timely preparation of reliable financial disclosure.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not falling under the criteria mentioned in Section 135 (1) of theCompanies Act 2013. Therefore the Company is not required to develop or implementCorporate Social Responsibility initiatives.

POLICY ON NOMINATIONAND REMUNERATION

In compliance with the requirements of Section 178 of the Companies Act 2013 theCompany has laid down a Nomination and Remuneration Policy which has been uploaded on theCompany's website. The web-link as required under the CompaniesAct 2013 is:http://www.rapicutcarbides.com/finance.htm. The salient features of the NRC Policy are asunder: 1) Setting out the objectives of the Policy.

2) Definitions for the purposes of the Policy.

3) Policy for appointment retirement and removal of Director KMP and SeniorManagement Personnel. 4) Policy relating to the Remuneration forthe Whole Time DirectorsKMP and Senior Management Personnel.

DIVIDEND DISTRIBUTION POLICY

Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 pertaining to Dividend Distribution Policy is not applicable to yourCompany since it does not fall under the top 1000 listed entities based on MarketCapitalization calculated as on March 31 2021. Therefore the Company is not required toformulate Dividend Distribution Policy.

RELATED PARTYTRANSACTIONS

The particulars of Material Related Party Transactions entered by the Company whichwere at Arm's Length and in ordinary course of business under Section 188 of the CompaniesAct 2013 are furnished as "Annexure B". The Board has approved a policy forrelated party transactions which has been uploaded on the Company's website. The web-linkas required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is: www.rapicutcarbides.com/finance.htm.

CORPORATE GOVERNANCE

Pursuant to Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the compliance with the Corporate Governance provisions as specified inRegulations 17 to 27 and para C D and E of Schedule V are not applicable to the Companyas the paid up share capital of the Company is less than Rs. 10 Crores and net worth isalso less than Rs. 25 Crores as on the last day of previous financial year. Hence theCompany is not required to furnish Corporate Governance Report.

LISTING OF SECURITIES

The equity shares of the Company are listed on the BSE Limited (BSE) with security IDof 500360.

The Company confirms that the annual listing fees to the stock exchange forthefinancial year 2021-22 have been paid.

LOANS GUARANTEES AND INVESTMENTS

Your Company has not granted any loans nor furnished guarantees nor made investmentsduring the financial year ended March 31 2021 as envisaged under Section 186 of theCompanies Act 2013.

DETAILS OF APPLICATION/S MADE/ ANY PROCEEDINGS PENDING UNDER THE INSOLVENCYANDBANKRUPTCY CODE2016DURINGTHEYEARALONGWITHTHEIRSTATUSASATTHEENDOFTHEFINANCIALYEAR2021:

NIL.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT & VALUATIONDONE WHILE TAKINGLOAN FROM THE BANKS/ FINANCIAL INSTITUTIONSALONG WITH THE REASONS THEREOF:

NIL.

AUDITORS a) Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules 2014 M/s. Maloo Bhatt& Co. Chartered Accountants were appointed as Statutory Auditors of the Company bythe members at their 40th Annual General Meeting held on 23rd September 2017 to holdofficefor their second term of 4 (four) years i.e. till the conclusion of Annual GeneralMeeting ('AGM') for the financial year 2020-21.

The Auditor's Report for the financial year 2020-21 does not contain any qualificationreservation or adverse remark. The Auditor's Report is enclosed with the financialstatements in this Annual Report.

The Audit Committee and Board of Directors of the Company at their respective meetingsheld on August 14 2021 recommended the appointment of M/s KCMehta & Co. CharteredAccountants Vadodaraas Statutory Auditors of the Company for a term of five (5) yearsi.e. from the conclusion of ensuing AGM till the conclusion of 49th AGM subject toapproval of shareholders. b) SecretarialAuditors

The Board of Directors appointed M/s. Samdani Shah & Kabra Practising CompanySecretaries to conduct Secretarial Audit for the financial year 2021-22.

The Secretarial Audit Report of M/s. Samdani Shah & Kabra Practising CompanySecretaries for the financial year 2020-21 is annexed hereto asAnnexure C.

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

During the year under review the Company has complied with the applicable provisionsof the Secretarial Standards. c) InternalAuditors

The Board of Directors appointed M/s. Rays & Associates. Chartered AccountantsAhmedabad as Internal Auditors of the Company for the financial year 2021-22. d)CostAuditors

The provisions of the Cost Audit are not applicable to the Company and hence theCompany is not required to appoint Cost Auditor. However cost records as specified underSection 148 (1) read with Companies (Cost Records and Audit) Rules 2014 are made andmaintained by the Company.

RISK MANAGEMENT

The provisions of Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 pertaining to Risk Management Committee are not applicableto the Company. However the Company has developed and are implementing Risk ManagementPolicy including identification of various risks if any which in the opinion of theBoard may threaten the existence of the Company the Company has risk assessment andmitigation procedures in place and the Board has been kept informedof such assessment.

MATERIALCHANGES

There have been no material changes and commitments affectingthe financial position ofthe Company since the closure of the Financial Year i.e. since March 31 2021. Further itis hereby confirmed that there has been no change in the nature of business of theCompany.

ANNUAL RETURN

A copy of the Annual Return as required under Section 92(3) and Section 134(3)(a) ofthe Act has been placed on the Company's website. The web-link as required under the Actis as under: www.rapicutcarbides.com/finance.htm.

CONSERVATIONOF ENERGY TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The informationrequired under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is as under:

A. CONSERVATIONOF ENERGY a. Energy Conservation measures taken:

Company has installed LED lighting systems throughout the Company premises as a measureof energy conservation.

Close monitoring of consumption of electricity diesel and water.

Optimum use of Energy by Switching off Machines Lights Fans Air Conditioners andExhaust Systems whenever not required.

Creating awareness among employees to conserve energy. b. Impact of measures:

Due to measures taken as described above visible drop in the overall power and fueloil consumption has resulted. c. Details of total energy consumption:

Sr No. Particulars 2020-2021 2019-2020
1 Total Electricity Consumption in units (kwh) 1342824 1723747
2 Expenditure on Electricity per annum (Rs in Lakhs) 110.41 137.58
3 Rate of Electricity per unit (In. Rs) 8.22 8.14

B. TECHNOLOGYABSORPTION

The Company continues to optimize benefits accrued from technology inputs secured overthe years.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Foreign exchange earnings and outgo are as under: (Rs in Lakhs)

Sr No. Particulars 2020-2021 2019-2020
1. Foreign Exchange earnings 0.30 0.82
2. Foreign Exchange expenditure 434.14 690.76

Details of Unclaimed Suspense Account

Disclosure pertaining to Unclaimed Suspense Account as required under Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is as under:

Particulars No. of Shareholders No. of Shares
Aggregate outstanding shares lying in the suspense account as on April 1 2020 333 89119
Number of shareholders/legal heirs who approached the issuer/Registrar for transfer of shares from suspense account during the Financial Year 2020-21 Nil Nil
Number of shareholders/legal heirs to whom shares were transferred from suspense account during the Financial Year 2020 -21 Nil Nil
Aggregate outstanding shares lying in the suspense account as on March 31 2021 333 89119

The voting rights on the equity shares which are transferred to Unclaimed SuspenseAccount are frozen till the rightful owner of such equity shares claims the shares.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is as under: Ratio of the remunerationof each Director to the median remuneration of the employees of the Company for thefinancial year:

Name of Directors Ratioto Employees
Shri. Jagdish Bhatia- Managing Director* 1:2.1223
Shri. Abhishek Gami- Managing Director 1:6.860
Shri. Dhananjay Kanitkar - Independent Director 1:0.0232
Shri. Lalit Bijlani - Non Executive Director* 1:0.01160
Shri. Chetan Cholera - Non ExecutiveDirector* 1:0.01160
Smt. Gayatri Parikh - Independent Director* 1:0.01160
Shri. Kishore Sharma- Independent Director 1:0.03480
Smt. ShrutiGami- Non Executive Director 1:0.03480

* Resigned during the financialyear 2020-21.

Percentage increase in remuneration of each Director Chief Financial OfficerChiefExecutive OfficerCompany Secretary or Manager if any in the financial year::

Name Financial Year 2020-21
Shri. Jagdish Bhatia-Managing Director Nil
Shri. Abhishek Gami -Managing Director Nil
Shri. Balaram Markad -Chief OperatingOfficer Nil
Shri. Ashwin Master -Chief Financial Officer Nil
Shri. Kamlesh Shinde -Company Secretary Nil
Percentage increase in the median remunerationof employees in the financialyear {10.05%)
Number of permanent employees on the rolls of company 64
Average percentile increase already made in the salaries of employees other than {14.82%)
the managerial personnel in the last financialyear and its comparison with the (Non Managerial Personnel)
percentileincrease in the managerial remunerationand justificationthereof and
point out if there are any exceptional circumstancesfor increase in the managerial (8.15%)
remuneration (Managerial Personnel)

We affirm that the remuneration paid to the Managerial and Non-Managerial Personnel isas per the Nomination and Remuneration policy of the Company.

Details of top ten employees in terms of gross remuneration drawn during the financialyear 2020-21

Sr Name No Designatior Remuneration (In. Rs) Nature of Employment Qualificatiom Experience (in completed years) Date of Commencement of employment with Rapicut Age in years Last Employment % Equity shares held in the Company
1 Abhishek V Gami MD 4200000 Regular B.Sc Chemistry) M.Sc (Organic) 11 01/07/2020 33 Navin Ruorine International Limited 30.62%
2 Ashwin R Master CFO 1660293 Regular B.Com M. Corn Diploma (Taxation) Inter CA 40 01/07/1996 62 Armour Chemicals Limited Nil
3 Sanjay Kumar Dy Gen Mgr (Marketing) 1230105 Regular B.sc MBA (Marketing) 27 20/06/2005 51 Bipico Industries 0.00068 %
4 Anil C Gandhi Dy Gen Mgr (Blanks Production) 1173786 Regular Diploma in Mech. Engg 38 01/06/1984 59 Forshah Forgings Pvt Ltd Nil
5 Ashok D Sanap Asst.Area Sales Manager 932416 Regular BA 31 15/12/1992 52 Sai Employment Services Nil
6 Kamlesh M Shinde Company Secretary 912858 Regular B.Com CS 19 10/08/2019 46 Edelweiss Broking Ltd Nil
7 AlokK Yadav Paresh Manager (Maintenance) Asst 841533 Regular Diploma in Electrical Engg. 29 09/04/2007 51 Gujarat Organics Ltd Nil
8 Bombaywala Manager (A/cs) 778447 Regular B.Com Inter CA 16 01/08/2016 50 Steelco Gujarat Ltd Nil
9 Vaibhav Shah Manager (A/cs) 699612 Regular B.Com CA 06 22/02/2021 26 Surti &Talati Chartered Accountants Nil
10 C Arunachalam Area Sales Officer 643356 Regular H.Sc 28 01/09/1993 50 Rapicut Carbides Limited Nil

Details of every employee who was employed throughout the financial year was inreceipt of remuneration for that year which in the aggregate was not less than One CroreTwolakhs Rupees: Not applicable. Details of every employee who was employed for a part ofthe financial year was in receipt of remuneration for any part of that year at a ratewhich in the aggregate was not less than Eight lakhs fiftythousand rupees per month: Notapplicable. Details of every employee who was employed throughout the financial year orpart thereof was in receipt of remuneration in that year which in the aggregate or asthe case may be at a rate which in the aggregate is in excess of that drawn by themanaging director or whole-time director or manager and holds by himself or along with hisspouse and dependent children not less than two percent of the equity shares of thecompany: Not applicable.

OTHER DISCLOSURES:

1. The Company does not have any scheme of provision of money forthe purchase of itsown shares by employees or by trustees forthe benefit of employees.

2. In the opinion of the Board the Independent Directors appointed/ re-appointedduring the year are persons of integrity and possess expertise experience andproficiency.

3. No significant or otherwisematerial orders were passed by the Regulators or Courtsor Tribunals which impact the going concern status and Company's operations in future.

4. No fraud has been reported by the Auditors to the Audit Committee or the Board.

5. The Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 to redress complaints received regarding sexualharassment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability confirms that: a) in the preparation of the annual accounts theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any; b) they have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give true and fair view of the state of affairsof the Company at the end of thefinancial year and of the profit of the Company forthat period; c) they have taken properand sufficient care for maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and forpreventing anddetecting fraud and other irregularities; d) they have prepared the annual accounts on agoing concern basis; e) they have laid down internal financial controls to be followedbythe company and that such internal financial controls are adequate and were operatingeffectively;and f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere appreciation of the supportand assistance extended by the Company's Suppliers Bankers and Business Associates. YourDirectors also acknowledge support received from the employees and the esteemedShareholders and the confidence reposed by them in the Company and its Management.

Date : August 14 2021 Dhananjay D. Kanitkar Abhishek V. Gami
Place : Ankleshwar Chairman Managing Director

.