TO THE MEMBERS
YourDirectors take pleasure in presenting their 42nd Annual Report along with theAudited Financial Statements for the financial year ended March 31 2019. The Companyoperates only in one business segment viz. Tungsten and Tungsten Carbide Products.
| || ||(Rs. in Lakhs) |
|Particulars ||Yearended ||Yearended |
| ||March312019 ||March 31 2018 |
|Sales and Other Income ||4628 ||4258 |
|Profit before Depreciation and Tax(Including Deferred Tax) ||458 ||511 |
|Profit afterDepreciation and Tax ||284 ||316 |
|Reassessment of Losses (Profit) on defined employee benefit plans and fair value of loan ||18 ||55 |
|TotalComprehensive income for the year ||266 ||261 |
|Add: Profit brought forwardfrom previous year ||1219 ||1095 |
|Profit available for appropriation ||1485 ||1356 |
|Appropriations || || |
|Dividend and Dividend Tax ||117 ||97 |
|Transfer to General Reserve ||40 ||40 |
|Profit carried to Balance Sheet ||1328 ||1219 |
Based on the Company's performance the Directors have recommended a dividend ofRs.1.50 per equity share for the financial year 2018-19. The dividend paid forfinancialyear 2017-18 was Rs. 1.80 per share. The dividend on equity shares if approved by themembers would involve a cash outflow of Rs 97.06 Lakhs including dividend tax surchargeand education cess.
TRANSFER TO RESERVES
YourDirectors propose to transfer Rs 40.00 Lakhs to the General Reserve out of thecurrent year's profit and retain the balance amount of Rs. 1328 Lakhs in the Profit andLoss Account.
MANAGEMENT DISCUSSION AND ANALYSISREPORT
Management Discussion and Analysis Report forthe year under review as stipulated underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed tothis report as "Annexure I".
CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT
There is no change in the nature of business of the Company during the year. There isno revision made in the Board's Report and whatever submitted herewith is the finalreport.
The Company does not have any Subsidiary Joint venture or Associate Company.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
There is no change in paid up equity share capital during the year. The paid up equityshare capital of the Company as on March 31 2019 is Rs 53712450/-.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 (the Act) and the Articleof Association of the Company Shri Lalit M Bijlani (DIN: 01382116) Director of theCompany retires by rotation and being eligible offershimself for re appointment. Aresolution seeking shareholders approval for his re-appointment forms part of the Notice.During the year Shri Chandrashekhar J. Bhatia relinquished the position of Non-ExecutiveDirector with effectfrom September 14 2018 due to personal reasons. The Board places onrecord its appreciation forhis invaluable contribution and guidance. Pursuant to theprovisions of Section 149 of the Act the independent directors have submitteddeclarations that each of them meet the criteria of independence as provided in Section149(6) of the Act along with Rules framed thereunder. There has been no change in thecircumstances affectingtheir status as independent directors of the Company. During theyear under review the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theBoard/Committee of the Company. Pursuant to provisions of Section 203 of the Act duringthe year Shri. Balaram Markad Senior Vice President of the Company was appointed asChief Operating Officerand also as Key Managerial Personnel. The other Key ManagerialPersonnel as on March 31 2019 are Shri. Ashwin R Master Chief Financial Officerand Shri.Kamlesh M Shinde Company Secretary.
The Nomination and Remuneration Committee and Board has carried out an Annualperformance Evaluation of its own its Committees and individual Directors pursuant to theprovisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The performance of the Board was evaluated by the Board afterseekinginputs from all the Directors on the basis of criteria such as the Board Composition andStructure Effectivenessof Board Process Information and Functioning etc. In a separateMeeting of the Independent Directors performance of Non-Independent Directorsperformanceof the Board as a whole was evaluated taking into account the views of ManagingDirector and Non-Executive Directors. The Directors expressed their satisfaction with theevaluation process.
NUMBER OF MEETINGS OF THE BOARD
Six (6) Board Meetings were held during the year under review and the gap between twomeetings did not exceed one hundred and twenty days. The said meetings were held on: April16 2018;May 26 2018;August 11 2018;September 22 2018;November 14 2018; February 072019. The necessary quorum was present at all the meetings.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's Policy on Directors appointment and remuneration and other mattersprovided in Section 178 (3) of the Act is annexed to this report as "Annexure11".
The Audit Committee consists of the followingmembers:
1. Shri. Bhumitra V. Dholakia-Chairman. (Independent Non-Executive).
2. Shri. Dhananjay D. Kanitkar-Member. (Independent Non-Executive).
3. Shri. Jagdish C. Bhatia-Member. (Managing Director).
Five Audit Committee Meetings were held during the year under review and the gapbetween two meetings did not exceed one hundred and twenty days. The said meetings wereheld on: May 26 2018;August 11 2018;September 22 2018;November 14 2018; February 072019. Board accepted recommendations of the Audit Committee.
At the fortieth AGM held on September 23 2017 the Members approved appointment of M/s.Maloo Bhatt & Co. Chartered Accountants (Firm Registration No.129572W) as StatutoryAuditors of the Company to hold officefor a period of four years from the conclusion ofthat AGM till the conclusion of the forty forth AGM. The requirement to place the matterrelating to appointment of auditors for ratification by Members at every AGM has been doneaway by the Companies (Amendment)Act 2017 with effect from May 7 2018. Accordingly noresolution is being proposed for ratification of appointment of statutory auditors at theensuing AGM. The Statutory Auditors' report does not contain any qualificationsreservations or adverse remarks.
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. Samdani Shah & Kabra a firm of Company Secretaries in Practice toconduct Secretarial Audit of the Company for the Financial Yearended March 31 2019. TheSecretarial Audit Report in Form MR-3 is annexed herewith as "Annexure Ill". TheSecretarial Audit Report does not contain any qualifications reservations or adverseremarks.
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 relevant Rules and accordingly such accounts and records are madeand maintained by the Company.
REPORTING OF FRAUD BY AUDITORS
There are no offencesinvolving fraud committed against the company by officersoremployees of the company pursuant to section 143(12)of the Act reported by auditors tothe central government.
NOMINATIONAND REMUNERATION COMMITTEE AND STAKE HOLDERS RELATIONSHIPCOMMITTEE
The Company has duly constituted Nomination and Remuneration Committee and StakeHolders Relationship Committee. During the financial year ended March 31 2019 underreview the Company held Three Nomination and Remuneration Committee Meetings asunder:-May 26 2018; September 22 2018; November 14 2018. During the financial yearended March 31 2019 under review the Company held Sixteen Stakeholder's RelationshipCommittee Meeting.
COMPLIANCE WITH SECRETARIALSTANDARDS
It is hereby confirmed that the Company has complied with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.
The Company has the risk assessment and mitigation procedures in place and the Boardhas been kept informedof such assessment.
PARTICULARSOF LOANS GUARANTEES OR INVESTMENTS
Company has not granted any loans furnished guarantees and made investments during thefinancial year ended March 31 2019 as envisaged under Section 186 of the Act.
RELATED PARTY DISCLOSURES
The particulars of Contracts or Arrangements entered into with related parties underSection 188 of the Companies Act 2013 are furnished in "Annexure IV" to thisreport.
CORPORATE SOCIAL RESPONSIBILITY
Since the Company is not falling under all three criteria mentioned in Section 135 (1)of the Companies Act 2013. The Company is not required to spend 2% of the average netprofits of the three immediately preceding financial years mentioned in Section 135 (5)ofthe Act.
As per provisions of Section 92 of the Act read with Rules made thereunder adraftAnnualReturn of the Company forthe year under review in the form MGT-7 is availableon the website of the Company at http://www.rapicutcarbides.com/finance.htm and theExtract ofAnnual Return in the form MGT-9 has been annexed to this Report as"Annexure V".
DIRECTORS RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3) (c) of theAct :
In the preparation of the Annual Accounts for the year ended March 31 2019 theapplicable accounting standards have been followedand there are no material departures;
Such accounting policies as mentioned in Note 1 2 and 29 of the Notes to the FinancialStatements have been selected and applied consistently and judgement and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairsof the Company as at March 31 2019 and of the profit of the Company for theyear ended on that date;
Proper and sufficientcare has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
TheAnnual Financial Statements have been prepared on a going concern basis;
Proper internal financial controls were in place and that the financial controls wereadequate and were operating effectively;
Systems to ensure compliance with the provisions of all applicable laws were in placeand were adequate and operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectivelywith the size and nature of the business. YourCompany has adopted policies andprocedures for ensuring the orderly and efficientconduct of its business includingadherence to the Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and the timely preparation of reliablefinancial disclosure.
HEALTH SAFETY AND MEASURES TAKEN ON ENVIRONMENT PRESERVATION.
The health and safety of the employees across its operations remains the highestpriority forthe Company. All endeavours are being taken to enhance safety standards andprocesses towards minimizing risks in all operations in the Company. Initiatives taken byCompany on Health Safety and on Environment Preservation are mentioned below:
Company has appointed a dynamic safety officersupported by safety committee.
In association with union and workers Company implemented following programmes.
Workers contribute voluntarily twice a month forshramdaan and clean up the peripheralof company inside the compound.
Company planted more than 50 plants during the year.
Safety equipments are provided to all workers as per safety needs.
Helmets are made mandatory for all employees who commute on duty by two wheeler.
All pressure vessels are being tested at scheduled intervals.
Training on safety is conducted periodically for all concerned workers.
Health awareness training program to all the workers.
Safety nose masks are provided to keep workers safe from any occupational healthissues.
Measurestaken on EnvironmentPreservation
Workers are educated for making minimum waste of food cotton plastics and plasticbags etc. These wastes are collected and disposed offregularly.
Accident at Factory:
There were no accidents during the year under review.
WHISTLE BLOWER/VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) & (10) of the Act a Vigil Mechanismor Whistle Blower Policy has been established for directors employees and otherstakeholders to report genuine concerns about unethical behavior actual or suspectedfraud or violation of the Company's code of conduct. The said Policy provides for adequatesafeguards against victimization and direct access to the higher levels of supervisors.The same is also uploaded on the website of the Company and web-link to the same is:http://rapicutcarbides.com/finance.htm
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. HenceCorporate Governance Report is not furnished.
MATERIALCHANGES AND COMMITMENT IF ANYAFFECTING THE FINANCIAL POSITION OF THE COMPANY
Except as disclosed elsewhere in this report no material changes and commitments thatcould affectthe Company's financial position have occurred during the financial year ofthe Company.
CONSERVATIONOF ENERGYTECHNOLOGYABSORPTIONFOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to the requirement of Section 134(3) (m) of the Act read with Rule 8(3) of theCompanies (Accounts) Rules 2014 the details pertaining to the Conservation of EnergyTechnology Absorption and Foreign Exchange Earnings and Outgo are provided as follows:
A. CONSERVATIONOF ENERGY a) Energy Conservation measures taken:
1. Close monitoring of consumption of electricity Diesel and water.
2. Optimum use of Energy by Switching offMachines Lights Fans Air Conditioners andExhaust Systems whenever not required.
3. Creating awareness among Workmen to conserve energy. b) lmpactofmeasures:
1. Due to measures taken as described above the overall power and fuel oil consumptionat plants and office had decreased.
2. Details of total energy consumption:
|Sr. No. Particulars ||2018-2019 ||2017-2018 |
|(a) Purchased:- || || |
|I Electricity || || |
|(i) Unit (KWH) ||2183923 ||2229105 |
|(ii) Total Amount (Rs in Lakhs) ||164.79 ||169.80 |
|(iii) Rate/Unit (Rs.) ||7.57 ||7.62 |
|(b) Own Generation || || |
|(i) Coal ||Not Applicable ||Not Applicable |
|(ii) Furnace Oil- Kl ||Not Applicable ||Not Applicable |
B. TECHNOLOGYABSORPTIONADAPTATIONAND INNOVATION
The Company has not imported innovated or adapted any technology during the year underreview.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
|During the Period under review: ||2018 -19 ||2017-18 |
|a) Foreign exchange earnings ||17.82 ||17.09 |
|b) Foreign exchange expenditure ||1011.24 ||1902.77 |
Particulars of Employees pursuant to Section 134(3) (q) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
|Sr. No. Requirement under Rule 5 ||Details |
|1. Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year ||Shri. Jagdish C Bhatia Managing Director: 9.37 |
| ||Shri B V Dholakia Independent Director: 0.317 |
| ||Shri DD Kanitkar Independent Director: 0.302 |
| ||Shri LM Bijlani Non Executive Director: 0.288 |
| ||Shri CG Cholera Non Executive Director: 0.288 |
| ||Smt. Gayatri Parikh Non Executive Director: 0.245 |
|2. Percentage increase in remuneration of each Director Chief Financial OfficerExecutive Director Company Secretary ||Shri. Jagdish C Bhatia Managing Director: 3.43% |
| ||Shri. B D Markad Chief Operating Officer:8.93% |
| ||Shri. Ashwin R Master Chief Financial Officer:13.70% |
|3. Percentage increase in the median remuneration employees in the financial year ||Shri. Kamlesh M Shinde Company Secretary:28.18% of Increase by 5.70 % |
|4. Number of permanent Employees as on March 31 2019 on the rolls of the Company ||97 Employees |
|5. Average percentile increase made in the salaries employees other than the managerial personnel in last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. ||of Managerial Personnel: 9.17% |
| ||Other Personnel : 5.13% |
|6. Affirmation that the remuneration is as per the remuneration policy of the Company ||Remuneration is as per the Nomination and Remuneration Policy of the Company. |
DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT
In terms of regulation 39(4) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the details in respect of equity shares lying in thesuspense accounts are given below:
|Requirement under Rule 5 ||No. of Shareholders ||No. of Shares |
|Aggregate outstanding shares lying in the suspense account at the beginning of theyeari.e.asonApril 12018 ||335 ||90769 |
|Number of shareholders/legal heirs who approached to the issuer/Registrar for transfer of shares from suspense account during the Financial Year 2018-19 ||2 ||1650 |
|Number of shareholders/legal heirs to whom shares were transferred from suspense account during the Financial Year2018-19 ||2 ||1650 |
|Aggregate outstanding shares lying in the suspense account at the end of the year i.e. as on March 31 2019 ||333 ||89119 |
The voting rights on the shares in the suspense account as on March 31 2019 willremain frozen till the rightful owners of such shares claim the shares.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has set up an Internal Complaints Committee (ICC) forproviding a RedressalMechanism pertaining to Sexual Harassment of Women employees at workplace. There was nocomplaint received during the year under review. The Company has complied with provisionsrelating to the constitution of Internal Complaints Committee under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal)Act 2013.
YourDirectors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on following items during the year underreview:
1. Issue of Equity Shares with differentialrights as to dividend voting or otherwise.
2. Issue of Shares (including Sweat Equity Shares)to employees of the Company under anyscheme.
3. The Company has not resorted to any Buy Back of its shares during the year underreview.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
5. The Company is not required to submit Business Responsibility Report in pursuance ofRegulation 34 (2) (f) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Your Directors would like to place on record their sincere appreciation for the supportand assistance extended by the Company's Suppliers Bankers and Business Associates.YourDirectors are thankful to the employees and the esteemed Shareholders for theircontinued support and the confidence reposed in the Company and its Management.
| || ||For and on behalf of the Board |
|Date : 10th August 2019 ||Chelan G. Cholera ||Jagdish C. Bhatia |
|Place : Mumbai ||(Director) ||(Managing Director) |