Your Directors hereby present the 114th Annual Report together with the auditedFinancial Statements of the Company for the financial year ended 31st March 2018.
The Companys financial performance for the financial year ended 31st March 2018is summarised below:
(Rs. in Lakh)
|Particulars ||Standalone ||Consolidated |
| ||2017-2018 ||2016-2017 ||2017-2018 ||2016-2017 |
|Revenue from Operations ||2085 ||2341 ||2054 ||2320 |
|Other Income ||156 ||89 ||156 ||89 |
|Total ||2241 ||2430 ||2210 ||2409 |
|Profit before Finance Cost Depreciation & Taxation ||465 ||830 ||434 ||809 |
|Less: Finance Cost ||0 ||4 ||0 ||4 |
|Less: Depreciation ||216 ||75 ||216 ||75 |
|Profit before Tax ||249 ||751 ||218 ||730 |
|Less: Tax Expenses ||(54) ||(339) ||(54) ||(339) |
|Profit after Tax (before share of profit of Associate) ||303 ||1090 ||272 ||1069 |
|Add: Share of profit of Associate Company || || ||957 ||966 |
|Profit for the Year ||303 ||1090 ||1229 ||2035 |
|Other Comprehensive Income ||(428) ||1280 ||506 ||2695 |
|Total Comprehensive Income ||(125) ||2370 ||1735 ||4730 |
ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS)
The Company has adopted the Indian Accounting Standard ("Ind AS") w.e.f. 1stApril 2017 (transition date being 1st April 2016). The above Financial Statements havebeen prepared in accordance with the recognition and measurement principles stated thereinand as prescribed under Section 133 of the Companies Act 2013 read with the relevantrules issued thereunder and the other accounting principles generally accepted in India.
Your Directors have recommended a dividend of ` 10 per equity share on 96600fully paid up equity shares of ` 200 each (previous year ` 20 per equityshare) for the financial year 2017-2018. The Corporate Dividend Tax of ` 1.99 lakh(previous year ` 3.93 lakh) will be payable on the total dividend amount of `9.66 lakh (previous year ` 19.32 lakh).
During the financial year under review ` 25 lakh (previous year ` 25lakh) was transferred to the General Reserve.
BUSINESS OPERATIONS & OUTLOOK Standalone:
During the financial year ended 31st March 2018 your Company achieved revenue fromoperations of ` 2085 lakh as against ` 2341 lakh for the financial yearended 31st March 2017. The profit after tax for the financial year ended 31st March 2018was ` 303 lakh as against the profit after tax of `1090 lakh for thefinancial year ended 31st March 2017. In view of the continued uncertainty which isprevailing due to the global socio-economic and political factors your company decided tocontinue to maintain a cautious approach in conducting its business activity. GSTimplementation which was a welcome development for organized businesses like ours is stillto stabilize.
In the wakeup of rupee weakening and the global crude prices seeing an uptick which hasimpacted the inputs costs of our raw materials the year under review has witnessedflattish growth and decline in profits.
Perils of an election year shall loom in the current year along with deterioratingmacros in terms of rising crude prices depreciating rupee and inflationary outlook forthe economy at large.
On a consolidated basis your Company achieved revenue from operations of `2054 lakh for the financial year ended 31st March 2018 as against ` 2320 lakhfor the financial year ended 31st March 2017. The Profit for the financial year ended31st March 2018 was ` 1229 lakh as against ` 2035 lakh for the financialyear ended 31st March 2017. There were no changes in the nature of business of theCompany during the year under review. There were no material changes and commitmentsaffecting the financial position of the Company which have occurred between the end of thefinancial year of the Company to which the financial statements relate and the date ofthis report.
SHARE CAPITAL OF THE COMPANY
The paid up equity share capital of your Company as on 31st March 2018 was `19320000 (Rupees One Crore Ninety Three Lakh Twenty Thousand only) divided into 96600equity shares of the face value of ` 200 (Rupees Two Hundred) each fully paid up.
RISKS AND AREAS OF CONCERN
The Company has laid down a well defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is regularly carried out to identify evaluate manage and monitor bothbusiness and non-business risks. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company has an Associate Company namely "Hindustan Composites Limited."The Company had no subsidiary or joint venture company during the year under review.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining salient features of the financial statements of the Associate Company in FormAOC-1 is attached to the financial statements of the Company forming part of this AnnualReport. The said form also highlights the financial performance of the Associate Companyand its contribution to the overall performance of the Company during the period underreport pursuant to Rule 8(1) of the Companies (Accounts) Rules 2014.
EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form No. MGT-9 is annexed to this report as "AnnexureA".
DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Retirement by rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Appointment and Qualifications of Directors) Rules 2014 and the Articles ofAssociation of the Company Mr. Kapil Kaul (DIN: 00053937) Director of the Companyretires by rotation at the ensuing Annual General Meeting of the Company and beingeligible offers himself for re-appointment and your Board recommends his re-appointmentas a Director liable to retire by rotation.
Mr. Arindam Sarkar (DIN: 06938957) was appointed as an Additional Independent Directorof the Company by the Board of Directors through circular resolution for a period of fiveyears with effect from 21st August 2017. Thereafter the Members of the Company videresolution passed in the 113th AGM of the Company held on 25th September 2017 haveappointed Mr. Arindam Sarkar as an Independent Director of the Company for a period of 5(five) years from 21st August 2017 to 20th August 2022. Pursuant to the provisions ofthe Companies Act 2013 Mr. R S Vaidyanathan (DIN: 00063959) Mr. H M Parkeh (DIN:00026530) and Mr. Vijai Singh (DIN: 00627741) were appointed as Independent Director tohold office for five consecutive years for a term upto 31st March 2019 by members of theCompany in its 110th AGM held on 11th September 2014.
Mr. R S Vaidyanathan Mr. H M Parkeh and Mr. Vijai Singh are eligible forre-appointment as Independent Director for another term of five consecutive years.Pursuant to the provisions of the Companies Act 2013 and based on the recommendation ofNomination and Remuneration Committee the Board re-commends for approval of Membersthrough special resolution in the ensuing 114th AGM the re-appointment of Mr. R SVaidyanathan
Mr.H M Parkeh and Mr. Vijai Singh as Independent Director for another term of fiveconsecutive years from 1st April 2019 to 31st March 2024.
Brief resume of the Directors proposed to be appointed/re-appointed as stipulated underRegulation 26(4) and 36(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is given in the Notice convening the 114th AGM of the Company.
c) Declaration from Independent Directors
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
d) Annual Performance and Board Evaluation
The Board has devised a policy pursuant to the provisions of the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forperformance evaluation of the Chairman Board and individual Directors (includingIndependent Directors) and Committees which includes criteria for performance evaluationof Non-Executive Directors and Executive Directors.
The Board has devised questionnaire to evaluate the performances of Board BoardCommittees and individual Directors and Chairperson. The Chairman of respective BoardCommittees shared the report on evaluation with the respective committee members. Theperformance of each Committee was evaluated by the Board based on report on evaluationreceived from respective Board Committees. The reports on performance evaluation of theindividual Directors were reviewed by the Chairman of the Board. The evaluation frameworkfor assessing the performance of Directors comprises of the following key areas: i.Attendance at Board Meetings and Committee Meetings; ii. Quality of contribution to Boarddeliberations; iii. Strategic perspectives or inputs regarding future growth of Companyand its performance; iv. Providing perspectives and feedback going beyond informationprovided by the management.
The details of the programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at http://www.rasoigroup.in/investor_information/Familiarisation_Programmes_for_ Independent_% 20Directors.pdf
e) Key Managerial Personnel (KMP)
The Key Managerial Personnel of the Company are as follows:
|Mr. Kapil Kaul ||Executive Director & Chief Financial Officer |
|Dr. Sayantan Bandyopadhyay ||Chief Executive Officer |
|Mr. Naresh Patangi ||Company Secretary |
MANAGERIAL REMUNERATION AND OTHER DETAILS
Disclosure pertaining to remuneration and other details as required under Section 197of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in this Report as "AnnexureB".
The Statement containing particulars of employees as required under section 197(12) ofthe Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in a separate annexureforming part of this Report. Further in terms of Section 136 of the Companies Act 2013the Report and accounts are being sent to the members excluding the aforesaid annexure.The said annexure is available for inspection at the registered office of the Companyduring the working hours and any member interested in obtaining a copy of the same maywrite to the Company Secretary and the same will be furnished on request.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Board of Directors of the Company based on the recommendation of the Nomination& Remuneration Committee has formulated a Remuneration Policy for selection andappointment of Directors Senior Management and their remuneration. The RemunerationPolicy has been placed on the website of the Company at http://www.rasoigroup.in/pdf/rasoi.pdf
AUDIT COMMITTEE AND ITS COMPOSITION
The Audit Committee of the Company reviews the reports to be submitted to the Board ofDirectors with respect to auditing and accounting matters. It also overviews theCompanys internal control and financial reporting process.
As on 31st March 2018 the Audit Committee comprised of Mr. H M Parekh Mr. RaghuNandan Mody Mr. R S Vaidyanathan and Mr. Vijai Singh. Mr. H M Parekh is the Chairman ofthe Audit Committee. Mr. Naresh Patangi Company Secretary of the Company acts as theSecretary of the Audit Committee.
All the recommendations made by the Audit Committee were accepted by the Board ofDirectors of the Company.
MEETINGS OF THE BOARD
During the financial year 2017-2018 the Board met 4 (Four) times viz. 29th May 201711th September 2017 9th November 2017 and 22nd January 2018. The intervening gapbetween any two consecutive meetings was within the period as prescribed under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as required under Section 134(5) of theCompanies Act 2013 state that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(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 a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this 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 were operatingeffectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
During the financial year under review the Company has not accepted any depositswithin the meaning of Section 73 and 76 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arms lengthbasis and have been entered into based on considerations of various business exigenciessuch as synergy in operations their specialization and to further the Companysinterests. Details of material related party transactions are given in the prescribed FormAOC-2 annexed to this report as "Annexure C".
The Board of Directors of the Company has in place a Related Party Transaction Policyand the same is hosted on the website of the Company at http://www.rasoigroup.in/pdf/Related_Party_Transaction_ Policy.pdf
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
The details of loans guarantees or investments under Section 186 of the Companies Act2013 are given under Notes to Accounts of the financial statements forming part of thisAnnual Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVE
Pursuant to Section 135 of the Companies Act 2013 read with Schedule VII and Companies(Corporate Social Responsibility Policy) Rules 2014 the Board of Directors of theCompany has in place a Corporate Social Responsibility (CSR) Policy. The details as perthe provisions of Rule 8 of Companies (Corporate Social Responsibility) Rules 2014 areannexed to this report as "Annexure D".
WHISTLE BLOWER / VIGIL MECHANISM POLICY
As required under section 177(9) & (10) of the Companies Act 2013 the Company hasestablished a mechanism for Directors and employees to report concerns about unethicalbehavior actual or suspected fraud or violation of code of conduct or ethics policy. Themechanism also provides for adequate safeguards against victimization of director(s) /employee(s) who avails of the mechanism and also provides for direct access to theChairman of the Audit Committee in the exceptional cases. Vigil Mechanism policy is dulyposted on the website of the company at www.rasoigroup.in. We affirm that during thefinancial year 2017-2018 no employee or director was denied access to the AuditCommittee.
Pursuant to the provisions of Section 139 and 142 of the Companies Act 2013 and Rulesmade thereunder the Members of the Company vide resolution passed in the 113th AnnualGeneral Meeting of the Company held on 25th September 2017 have appointed M/s. BChhawchharia & Co. Chartered Accountants (FRN: 305123E) as the Statutory Auditors ofthe Company to hold office for a term of five years from the conclusion of the 113thAnnual General Meeting until the conclusion of the 118th Annual General Meeting of theCompany to be held in the year 2022.
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 has appointedM/s MR & Associates Practicing Company Secretaries to undertake Secretarial Audit ofthe Company for the financial year 2017-2018. The Secretarial Audit Report is annexed tothis report as
"Annexure E". INTERNAL AUDIT
The Company has appointed M/s. Pankaj Agarwala & Associates Chartered Accountantsas its Internal Auditor. The Internal Auditor monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliances with operatingsystems accounting procedures and policies at all locations of the Company and reportsthe same on quarterly basis to the Audit Committee.
AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT
There are no qualifications reservations or adverse remarks or disclaimer neither madeby the Statutory Auditor in their Auditors report nor by the Secretarial Auditor intheir Secretarial Audit Report for the financial year 2017-2018.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company complies with all applicable Secretarial Standards.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of conservation of energy technology absorption foreignexchange earnings and outgo is annexed to this report as "Annexure F".
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Management Discussion and Analysis Report havebeen made a part of the Annual Report and is annexed to this report as "AnnexureG".
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Corporate Governance Report and aCertificate on compliance of conditions of Corporate Governance received from M/s MR &Associates Practicing Company Secretaries are annexed to this Annual report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have any bearingon Company's operations in future.
INTERNAL FINANCIAL CONTROL SYSTEMS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting compliance with policies procedures applicable laws and regulationsand that all assets and resources are acquired economically and used efficiently and areadequately protected.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 of the Companies Act 2013 read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 all unpaid or unclaimed dividends are required to be transferred by the Company tothe Investor Education and Protection Fund (IEPF) established by the Government of Indiaafter the completion of seven years. Further according to Section 124(6) of the CompaniesAct 2013 read the said rules the shares on which dividend remained unpaid or unclaimedby the shareholders for seven consecutive years or more shall also be transferred to thedemat account of the IEPF Authority. Accordingly the Company has transferred theunclaimed and unpaid dividend of ` 45768 to the IEPF and 729 corresponding equityshares to the demat account of the IEPF Authority during the year under review.
PREVENTION PROHIBITION & REDRESSAL OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place an internal complaint committee under section 4 of The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Duringthe year no complaint was filed before the said committee.
DISCLOSURES PURSUANT TO REGULATION 14 OF THE SEBI (SHARE BASED EMPLOYEE BENEFITS)REGULATIONS 2014 (A) Details related to General Employee Benefits Scheme (GEBS)
A description of GEBS scheme that existed at any time during the year including thegeneral terms and conditions of each such scheme including-
a) Date of Shareholders approval: Approved by the shareholders of the Company inthe 111th Annual General Meeting held on 11th September 2015.
b) Kind of benefits to be granted under the Scheme: Providing assistance to meetmedical expenses providing assistance/reimbursement to meet cost of tuition and otherfees and expenses in connection with providing higher education/and professional coursesproviding assistance to meet marriage expenses to sponsor holidays trips andget-togethers and such other benefits as more particularly described in object clause ofthe Trust Deed.
c) Beneficiaries of the Scheme: Such persons who are in permanent employment of thecompany for at least 5 years and are designated as Officers and Managers and their spouseparents and children who for the time being is nominated to be a beneficiary as may bedetermined by the Nomination and Remuneration Committee from time to time but shall notinclude directors or promoters of the company.
d) Total assets of the Scheme: ` 28757407 as per the audited balance sheet ofthe Trust as on 31st March 2018.
e) Quantum of holding in own shares / listed holding company shares (both absolute andin percentage): 3811 (3.95%) Equity Shares of ` 200 each of the Company as on 31stMarch 2018.
f) Whether scheme is in compliance of regulation 26(2)/ 27(3) of the regulations asapplicable: No.
g) Variation in terms of Scheme: Not Applicable
(B) Details related to Trust
The following details inter alia in connection with transactions made by the Trustmeant for the purpose of administering the schemes under the regulations are to bedisclosed:
i) General information on all schemes
|Sr. No. Particulars ||Details |
|1 Name of the Trust ||Thames Welfare Trust |
|2 Details of the Trustee(s) ||Mr. Rajul Sureshchandra Goradia |
| ||Professional |
| ||Address: D/701-702 |
| ||Dheeraj Hall view tower |
| ||Near Siddharth Nagar |
| ||W.E. Highway Borivali-East |
| ||Mumbai 400066 |
| ||Mr. Shounak Mitra |
| ||Professional |
| ||Address: P-97 Kalindi |
| ||Housing Estate 4th Floor |
| ||Kolkata - 700089 |
| ||IDBI Trusteeship Services Ltd. |
| ||Private Trust |
| ||Address: Asian Building |
| ||17 R. Kamani Marg |
| ||Ballard Estate |
| ||Mumbai - 400001 |
|3 Amount of loan disbursed by the Company / any company in the group during the year ||Nil |
|4 Amount of loan outstanding (repayable to the company/ any company in the group) as at the end of the year ||Nil |
|5 Amount of loan if any taken from any other source for which company/ any company in the group has provided any security or guarantee ||Nil |
|6 Any other contribution made to the Trust during the year ||Nil |
ii) Brief details of transactions in shares by the Trust
|Sr. No. ||Particulars ||Details |
|A ||Number of shares held at the beginning of the year ||4795 |
|B ||Number of shares acquired during the year through (i) primary issuance (ii) secondary acquisition also as a percentage of paid up equity capital as at the end of the previous financial year along with information on weighted average cost of acquisition per share; ||Nil |
|C ||Number of shares transferred to the employees / sold along with the purpose thereof; ||984 (share sold for repayment of loan) |
|D ||Number of shares held at the end of the year. ||3811 |
iii) In case of secondary acquisition of shares by the Trust
|Number of shares ||As a percentage of paid-up equity capital as at the end of the year immediately preceding the year in which shareholders approval was obtained |
|Held at the beginning of the year ||4795 (4.96%) |
|Acquired during the year ||Nil |
|Sold during the year ||984 (1.02%) |
|Transferred to the employees during the year ||Nil |
|Held at the end of the year ||3811(3.95%) |
DISCLOSURE PURSUANT TO SECTION 67 OF THE COMPANIES ACT 2013 READ WITH RULE 16(4) OFTHE COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES 2014
Your Company has created a General Employee Benefits Scheme (GEBS) under anirrevocable Trust named as "Thames Welfare Trust" on 1st August 2011 for thebenefit of its existing and future permanent employees except directors and promoters.The Scheme is established for the general welfare of the beneficiaries i.e. permanentemployees of the Company. Under the Scheme the Trust had purchased 95919 Equity Shares offace value of ` 10 each of the Company from Secondary Market for a totalconsideration of ` 33218829. As no shares are allotted or transferred to anyemployee or option to purchase of these shares is given to any employee under this Schemeno voting rights are directly exercised by employees of the Company on these shares. Thetrustees of the Trust are entitled to exercise vote on these shares however they have notexercised any voting rights on these shares on resolutions transacted at the 113th AnnualGeneral Meeting held on 25th September 2017.
Your Directors wish to place on record their sincere appreciation for the continuedco-operation guidance support and assistance extended during the year under report bythe Companys bankers customers suppliers shareholders and the Governmentagencies. The Board of Directors wishes to express its appreciation for the valuablecontribution made by the employees and workmen at all levels during the year under report.
For and on behalf of the Board of Directors
| ||Sd/- |
| ||H M Parekh |
| ||Director |
| ||DIN: 00026530 |
| ||Sd/- |
| ||Kapil Kaul |
|Place: Kolkata ||Executive Director & CFO |
|Date: 22nd May 2018 ||DIN: 00053937 |