Rasandik Engineering Industries India Ltd.
|BSE: 522207||Sector: Auto|
|NSE: N.A.||ISIN Code: INE682D01011|
|BSE 00:00 | 05 Mar||70.00||
|NSE 05:30 | 01 Jan||Rasandik Engineering Industries India Ltd|
Rasandik Engineering Industries India Ltd. (RASANDIKENGG) - Director Report
Company director report
To The Members
Your Directors have pleasure in presenting the 34th Annual Report of your Companytogether with the Audited Statement of Accounts of the Company for the financial yearended 31st March 2018 and the Auditors Report thereon.
The summarized working results for the year ended 31 st March 2018 as compared toearlier year are as under:
( Rs. in millions)
OPERATING RESULTS AND THE STATE OF COMPANY'S AFFAIRS
During the year under review the overall performance of the Company showed upwardmovement as compared to the previous year. The total revenue (gross) of the company forthe year ended 31st March 2018 was Rs. 2527.08 millions as compared to Rs. 2590.03millions in the previous year. The profit before depreciation finance cost taxation isdecreased to Rs. 318.36 millions from Rs. 374.76 millions in the previous year. The netprofit after depreciation and finance cost is Rs. 15.29 millions for the current financialyear as compared to profit of Rs. 35.64 millions in the previous year. The profit aftertaxis Rs. 12.73 millions in comparison to Profit of Rs. 49.33 millions in previous year.
The Directors express their inability to declare any dividend for the financial yearended March 31 2018 on account of plough back of profit during the year under review.
PROSPECTS FOR THE CURRENT YEAR
Although demand for vehicles in India increased over the past years but Inflation andconsumer sentiments do not induce great confidence either. Indian economy has beenexperiencing a slow growth phase and Low growth of GDP is expected to continue and YourCompany is expecting a modest growth for the coming financial year 2018-19.
The human resource profile of your Company is an optimal mix of industry experience andfresh blood from engineering and business institutions. During the year under review theCompany is continuously renewing and updating the knowledge and skill of its employees atall levels through training and development. The relationship with employees continues tobe cordial.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS
In terms of the SEBI (Listing Obligations and disclosure Requirements) Regulations2015 the Management Discussion and Analysis Report is given separately and forming partof the Annual Report.
Pursuant to the Regulation 34(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed report on Corporate Governance as updated withthe particulars of this financial year is annexed to this report as Annexure togetherwith Report of the Auditors on the compliance with the said Code.
The Company's Securities are listed with BSE Ltd. The company confirms that it has paidthe Annual Listing Fees to the said stock exchange for the financial year 2017-18 in timeand there were no arrears.
Further annual custody fee has been paid to NSDL and CDSL.
CASH FLOW STATEMENT
As per the requirement of the Listing Agreement with Stock Exchanges a Cash FlowStatement is annexed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Deepika Kapoor will retire by rotation at the ensuing Annual General Meeting andbeing eligible offers herself for re-appointment. The Board of Directors recommends herre-appointment. A brief profile and other details as required under Regulation 36 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are provided in thenotice of 34rd Annual General Meeting of the Company.
There is no change in the Key Managerial Personnel of the Company during the year underreview.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration form the Independent Directors of theCompany under Section 149 (7) of the Companies Act 2013 that they fulfill therequirements as stipulated in Section 149(6) of the Companies Act 2013 read with rulesframed there under.
The Board evaluates the performance of Non-executive and Independent Directors everyyear. All the Non-Executive and Independent Directors are eminent personalities havingwide experience in the field of Business Industry and Administration. Their presence onthe Board is advantageous and fruitful in taking business decisions.
The Company lays down policy for selection of Directors and determining Directorsindependence; and the Remuneration Policy for Directors Key Managerial Personnel &other employees.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings/behaviours of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company's website www.rasandik.com .
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY AND SEXUAL HARASSMENT OF WOMEN
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the Company has adopted a Vigil Mechanism /Whistle Blower Policy.
The Company promotes ethical behaviour in all its business activities and has put inplace a vigil mechanism for Directors Employee and other person dealing with the Companyfor reporting illegal or unethical behaviour actual or suspected fraud or violation ofthe company's Code of Conduct.
No case filed under Section 22 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 of the Companies Act 2013 it is herebyconfirmed that:
(a) in the preparation of the annual accounts for the year ended 31st March 2018 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give atrue andfairview ofthe state of affairs ofthe Company as at 31st March 2018 and ofthe profitofthe Company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern' basis;
(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
(f) the Directors have devised proper systems to ensure the compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively
MEETINGS OF THE BOARD
Five meetings of the Board of Directors were held during the year. For details of themeeting of the Board please refer to the Report on Corporate Governance. The interveninggap between the Meetings was within the period as prescribed under the Companies Act 2013
The Audit Committee comprises of Independent Directors & one Non-Executive Directoras member. The powers and role of the Audit Committee are included in the Report onCorporate Governance. All the recommendations made by the Audit Committee were accepted bythe Board.
RELATED PARTY TRANSACTIONS
All the Related Party Transactions entered during the year were in the ordinary courseof business and on arm's length basis. Omnibus approval is obtained from the AuditCommittee for the related party transactions which are foreseen and repetitive in nature.A statement of all related party transactions are placed before the Audit Committee onquarterly basis for review.
DETAIL OF SUBSIDAIREIS JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has no subsidiary joint venture or associate of the Company during theFinancial Year 2017-18.
CORPORATE SOCIAL RESPONSIBILITY
In compliance of the provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 the Company hasconstituted a Corporate Social Responsibility Committee (CSR Committee'). Thedetailed terms of reference of the Corporate Social Responsibility Committee is providedin the Report on Corporate Governance.
AUDITORS AND AUDITORS' REPORTS
The Statutory Auditors of the Company M/s. V Sankar Aiyar & Co. CharteredAccountants New Delhi having Firm Registration No. 109208W hold office forthe fifthconsecutive year in the first term of five years .from the conclusion of 33rd AnnualGeneral Meeting (AGM) till the conclusion of the 38th AGM of the Company to be held in theyear 2022.
The said appointment was subject to ratification by the Members at every interveningAnnual General Meeting held after the said 33rd Annual General Meeting of the Company. ByThe Companies (Amendment) Act 2017 (vide notification dated 3rd January 2018) which hasalready come into force the requirement relating to such ratification of appointmentevery year has been omitted.
Accordingly the existing Statutory Auditors viz M/s. V Sankar Aiyar & Co.Chartered Accountants will continue to be the Statutory Auditors of the Company till theconclusion of 38th Annual General Meeting of the Company.
The Report given by the Auditors on the financial statement of the Company is part ofthe Annual Report. The notes on the financial statement referred to in the Auditors Reportare self- explanatory and do not call for any further comments. There has been noqualification reservation or adverse remark or disclaimer in their Report.
Pursuant to provisions of Section 204 of the Companies Act 2013 the Company hadappointed M/s. Arun Gupta & Associates Company Secretaries New Delhi as itsSecretarial Auditors to conduct the secretarial audit of the Company for the financialyear 2017-18. The Report given by the Secretarial Auditors is annexed herewith and formsan integral part of this Report. There has been no qualification reservation or adverseremark or disclaimer in their Report.
During the year under review the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 and as such no amount of principal or interest was outstanding onthe date of the Balance Sheet.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The details of loans given investments made are given in the notes to the financialstatement. During the year under review the Company has neither given guarantee norprovided any security to anyone.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
No material changes have occurred and commitments made affecting the financialposition of the Company between the end of the financial year of the Company i.e. 31stMarch 2018.
DETAIL OF SIGNIFICANT AND MATERIAL ORDER
No significant and material orders have been passed by any regulator or court ortribunal impacting the going concern status or future operations of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure A to this Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in Form MGT -9 as required under Section 134(3)(a) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 is given in Annexure - B to this Report.
EMPLOYEES STOCK OPTION PLANS /SCHEMES
No Employee Stock Options were granted to the Directors or Employees of the Companyduring the year under review.
All the properties of the Company including Buildings Plant and Machinery and Stockshave been adequately insured.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are form part of the Annual Report.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are form part of the Annual Report.
However as per first proviso to Section 136(1) of the Act the Annual Report excludingthe aforesaid information is being sent to the members of the Company. The saidinformation is available for inspection at the registered office of the
Company during working hours and any member interested in obtaining a copy of suchinformation may write to the Company Secretary at the registered office of the Company andthe same will be furnished without any fee.
Your Company has been certified as an ISO/TS 16949- 2002 version Quality System Companyby AIB Vincotte Inter Belgium and also an ISO 14001 - Environment Management SystemCompany by British International Standard (BIS).
TRANSFER TO INVESTORS EDUCATION AND POTECTION FUND
The amount represents unclaimed dividends which were lying with the Company for aperiod of more than seven years from their respective due dates of payment had transferredto the Investor Education and Protection Fund established by the Central Government incompliance with Provision of the Companies Act 2013.
Statements in the Directors Report and the Management Discussion and Analysisdescribing the Company's objectives expectations or predictions may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expresses in the statement. Important factors that couldinfluence the Company's operations included: global and domestic demand new capacityadditions changes in government policies and tax laws and other factors which arematerial to the business operation of the Company.
Your Directors take this opportunity to express their deep sense of gratitude to thebankers employees shareholders customers and suppliers for their continued support andconfidence in the management.
Your Company is grateful for the co-operation and continued support extended by MarutiSuzuki Motors Ltd Tata Motors Ltd New Holland Tractors Mahindra Ashok Leyland and allother Customers. Your Directors look forward to receive their continued confidencesupport and encouragement.
For and on Behalf of the Board of Rasandik Engineering Industries India Ltd.
Annexure - A to Directors' Report to the shareholders Information pursuant to Section13-4(3)(rn) of the Companies Act 2013
A. CONSERVATION OF ENERGY
i. Measures taken in the year 2017-18
Your company has given utmost importance to the Energy conservation by adopting themost modern technology and has implemented many Energy conservation measures through smallgroup activities and suggestion schemes. It is taking various steps for optimizingoperations in use of power and energy and also reduction in energy consumption. These areas follows:
To reduce electrical energy consumption by enhancing use of natural light.
To conserve energy by reducing compressed air consumption.
To conserve energy by using energy efficient Welding Guns.
In addition to the above constant energy monitoring is being done in various sectionsof the plant for which energy meters have been installed in each Press Machines as well asin various Shops. Statistical analysis will be carried out and energy consumption andreduction plans will be worked out.
ii. Steps taken for utilizing alternate sources of energy
The Company has been continuously thriving to optimize energy consumption levels byselecting energy efficient and environment friendly technologies for its plants.Utilisation of already existing low cost source of energy for plant and administrativearea is under evaluation. Furtherthe Company uses LPG gas for its Paint Shop.
iii. Capital investment in energy conservation equipment
Energy conservation measures have been taken by process optimization without any majorcapital investment.
B. TECHNOLOGY ABSORPTION FOR 2017-18
(i) Efforts made towards technology absorption
Highly automated and advance machinery has been introduced in the company.
(ii) The benefit derived like production improvement cost reduction productdevelopment or import substitution
The introduction of modern technologies has resulted in improvement of productivity andreduction in process cost alongwith improvement and consistency in product quality andoperational efficiency.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO