Your Directors have pleasure in presenting the Twenty Fifth AnnualReport of your Company together with the Audited Accounts for the year ended March 31st2018.
(Rs. In Lacs)
|Financial Year Ended || |
|Total Income from Operations (including Excise Duty) || |
|Profit Before Interest Depreciation and Tax || |
|Less: Interest || |
|Less: Depreciation || |
|Profit Before Tax || |
|Less: Provision for Tax || |
|Profit after Tax || |
|Balance of Profit brought forward || |
|Balance available for appropriation || |
STATE OF COMPANYS' AFFAIRS AND FUTURE OUTLOOK:
The Company has made a profit of Rs. 139 91016/- (After Tax) duringthe year in comparison of Rs. 97 016997in previous year and is hopeful of maintainingand improving its positions in the future.
Your Company is in the business of manufacturing and trading of steelproducts such as bars ingots etc. and continuously doing its efforts to improve theproductivity and revenues of the Company in the interest of the stakeholders.
Your Directors do not recommend any dividend at this stage as theCompany requires ploughing back of the profits to the working capital of the Company andexpects better results in the coming years.
The Authorized Capital of the Company is Rs. 180000000/- (RupeesEighteen Crore Only) and the Paid up Capital of the Company is Rs. 163303570/- (RupeesSixteen Crore Thirty Three Lakh Three Thousand Five Hundred Seventy only). There is nochange in paid up capital of the Company during the year under review.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OFFINANCIAL YEAR:
There have been no material changes and commitments if any affectingthe financial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of the business of the Company duringthe financial year 2017-18.
TRANSFER TO RESERVES:
Your Directors do not propose any amount of transfer to GeneralReserves for the financial Year ended 31.03.2018.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTIONFUND:
There is no such amount required to be transferred to the InvestorEducation and Protection Fund in accordance with the provisions of Section 125 of theCompanies Act 2013 and Rules made thereunder.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
a) The Present Board Constitutes Mr. Kamlesh Kumar Rathi (ManagingDirector) Mr. Anurag Rathi (CFO & Whole-Time Director) Mr. Uddhav Rathi(Non-Executive Director) Mr Manoj Kumar (Non-Executive Director) Ashok Kumar Garg BinodKumar Maheshwari and Ms. Sonali V Chitalkar (Independent Directors) of the Company.
b) Mr. Pulkit Gupta is the Company Secretary and Compliance Officer ofthe Company w.e.f 30.03.2018
c) Pursuant to Section 149 of the Companies Act 2013 Mr. Ashok KumarGarg Mr. Binod Kumar Maheshwari and Ms. Sonali V Chitalkar are the Independent Directorsof the Company.
d) During the period under review Mr. Vinod Kumar resigned from theBoard w.e.f 18.04.2017 and Mr. Manoj Kumar has joined the Board as Executive Directorw.e.f 25.01.2018
e) Ms. Tanu Chandel resigned from the position of Company Secretary& Compliance officer w.e.f 14.02.2018
f) In accordance with the provisions of the Companies Act 2013 and theCompany's Articles of Association Mr. Anurag Rathi Whole Time Director of the Companyretires by rotation at the forthcoming Annual General Meeting and being eligible forre-appointment offers himself for re-appointment as Director. He has confirmed that he isnot disqualified under Section 164 of the Companies Act 2013 and is eligible to bereappointed as Director of the Company.
SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company has no Subsidiary Joint Venture or Associate Company.
The Board of Directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theAct and the corporate governance requirements as prescribed by SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
The performance of the board was evaluated by the board after seekinginputs from all the Directors on the basis of the criteria such as the Board's compositionand structure effectiveness of Board's processes information and functioning etc.
The performance of the Committees was evaluated by the Board afterseeking inputs from the Committee Members on the basis of the criteria such as thecomposition of committees effectiveness of Committee Meetings etc.
The Board and the nomination and remuneration committee reviewed theperformance of the individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and Committee Meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of independent directors performance ofnon-independent directors performance of the board as a whole and performance of thechairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.
DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:
Mr. Kamlesh Kumar Rathi Mr. Anurag Rathi and Mr. Uddhav Rathi arerelated to each other in accordance with Section 2 (77) of the Companies Act 2013 andRule 4 of the Companies (Specification of Definitions Details) Rules 2014 but Mr. ManojKumar (Executive Director) Mr. Ashok Kumar Garg Mr. Binod Kumar Maheshwari and Ms.Sonali V Chitalkar are the Independent Directors of the Company hence they are notrelated to the other Directors of the Company.
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Remuneration Policy has been disclosed in theCorporate Governance Report.
REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andCompanies (Particulars of Employees) Rules 1975 in respect of employees of the Companyand Directors is furnished hereunder:
|Name ||Designation || |
Remuneration paid FY 2017-18 (in lakhs)
Remuneration paid FY 2016-17 (in lakh)
Increase in Remuneration from previous year
Ratio/Times per Median of employee remuneration
|1. Kamlesh Kumar Rathi ||Managing Director || |
| || || |
|2. Anurag Rathi ||WTD/CFO || |
|3. Tanu Chandel* ||Company Secretary || |
|4. Pulkit Gupta** ||Company Secretary || |
| || || |
* Ms. Tanu Chandel resigned on 14.02.2018
** Mr. Pulkit Gupta joined as Company Secretary and compliance officerw.e.f 30.03.2018 NUMBER OF BOARD MEETINGS HELD DURING THE YEAR UNDER REVIEW:
During the Financial Year 2017-18 the Company held Nine board meetingsof the Board of Directors as per Section 173 of Companies Act 2013. The provisions ofCompanies Act 2013 were adhered to while considering the time gap between two meetings.
For details of the meetings of the board please refer to the corporategovernance report which forms part of this report.
During the year your Company had produced 63417.785 MT Steel Bars(Including trading purchase 4203.210 MT) and 41508.405 MT Ingots/Billets as againstproduction of 59863.885 MT Steel Bars (including trading purchase of 11071.320 MT) and30583.255 MT Ingots/Billets during the corresponding period of last year.
DECLARATION BY INDEPENDENT DIRECTORS:
Mr. Binod Kumar Maheshwari Mr. Ashok Kumar Garg and Ms. Sonali VChitalkar are the Independent Directors of the Company. The Company has received necessarydeclaration from each independent director under Section 149 (7) of the Companies Act2013 that they meet the criteria of independence laid down in Section 149(6) of theCompanies Act 2013 and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
CORPORATE SOCIAL RESPONSIBILITY:
The Companies Act 2013 introduced the concept of CSR pursuant toSection 135 while the eligibility criteria doesn't cover your Company however the CSR isan integral part of the Company's activities and the Company carries on Corporate SocialResponsibility through Rathi Education Society since inception.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In pursuant to the provisions of Section 177(9) & (10) of theCompanies Act 2013 read with Rule 7 of the Companies (Meetings of the Board and itsPowers)Rules 2014 and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015and in order to ensure that the activities of theDirector(s) and employee(s) are conducted in a fair and transparent manner by adoption ofhighest standards of professionalism honesty integrity and ethical behavior the Companyhas adopted a Vigil Mechanism policy. This policy has been prepared for directors andemployees to report their genuine concerns in the interest of the company and itsstakeholders.
AUDIT COMMITTEE AND ITS COMPOSITION:
As per Section 177(2) and Regulation 18 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the composition of Audit Committee as on31st March 2018 is as follows:
|NAME ||DESIGNATION ||CATEGORY |
|Mr. Ashok Kumar Garg ||Chairman ||Independent Director |
|Mr. Binod Kumar Maheshwari ||Member ||Independent Director |
|Mr. Anurag Rathi ||Member ||Whole-Time Director/CFO |
The Board of Directors of the Company in its meeting held on September03 2018 appointed M/s Ravindra Jyofi Agarwal & Co. Chartered Accountants Najibabad(U.P.) with FRN : 003569C to fill the vacancy cause due to resignafion of M/s Gupta Verma& Sethi Chartered Accountants New Delhi.
The appointment of M/s Ravindra Jyofi Agarwal & Co. CharteredAccountants has been put forth before the members at the forth coming Annual GeneralMeeting for their approval. In terms of provisions of section 139 of the Companies Act2013M/s Ravindra Jyofi Agarwal & Co. Chartered Accountants have furnished acertificate that their appointment if made will be within the limits prescribed underthe said section of the Act. As required under Regulation 33 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Statutory Auditors have also confirmed that they hold a valid certificate issuedby the Peer Review Board of the Institute of Chartered Accountants of India.
The Auditors' Report for financial year 2017-18 does not contain anyqualification reservation or adverse remark and therefore do not call for any furthercomments. The Auditors' Report is enclosed with the financial statements in this AnnualReport.
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s PWR Associates (CP-4717 FCS-5431) Company Secretaries Delhito undertake the secretarial audit of the Company.
SECRETARIAL AUDITOR'S REPORT:
The Secretarial Auditors' Report for financial year 2017-18 is annexedherewith as Annexure B which is self explanatory and does not require comments of thedirectors on the same.
Mr. Jagdish Chugh Accounts Manager performs the duties of internalauditors of the Company and his report is reviewed by the audit committee from time totime.
EXTRACT OF ANNUAL RETURN:
In compliance with Section 92(3) Section 134 (3) (A) and Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 the extract of the Annual Returnhave been annexed with this board report in Form MGT-9 as Annexure -C.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:
During the year under review the Company has not advanced any loans orgiven guarantees or made investments. However the details of investments already made bythe company are as follow:
|Name of Party ||Particulars of Investments ||Nature ||Purpose for which it shall be used || |
Amount (in Rs)
|1. Hindustan Motors Ltd. ||Purchase of Shares ||Investment ||Revenue generation || |
|2. Jai Prakash Associates Ltd ||Purchase of Shares ||Investment ||Revenue generation || |
|3. IDBI Limited ||Purchase of Shares ||Investment ||Revenue generation || |
|4. Reliance Industries Ltd ||Purchase of Shares ||Investment ||Revenue generation || |
|5. Reliance Power Ltd ||Purchase of Shares ||Investment ||Revenue generation || |
|6. Mohan Finance Limited ||Purchase of Shares ||Investment ||Revenue generation || |
|7. Ushita Trading Limited ||Purchase of Shares ||Investment ||Revenue generation || |
|8. Nagesh Investment Limited ||Purchase of Shares ||Investment ||Revenue generation || |
|9. Limitex Investment Limited ||Purchase of Shares ||Investment ||Revenue generation || |
|10. Ecowave Infotech Limited ||Purchase of Shares ||Investment ||Revenue generation || |
|11. Twenty First Century (1) Ltd ||Purchase of Shares ||Investment ||Revenue generation || |
|12. Quest Finance Services Limited ||Purchase of Shares ||Investment ||Revenue generation || |
|13. Jindal Steel & Power Limited ||Purchase of Shares ||Investment ||Revenue generation || |
|TOTAL || |
During the year your Company maintained harmonious and cordialindustrial relations.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year under review there have been no such significant andmaterial orders passed by the regulators or courts or tribunals impacting the goingconcern status and Corporation in future.
STATUS OF LISTING:
The Company's shares are listed at Bombay Stock Exchange Ltd. TheCompany has paid the listing fees to the Stock Exchange Mumbai for the year 2017-2018.
The Company's shares are currently traded in compulsory DMAT Segment inBSE.
Your Company has not invited or accepted any deposits from the Publicduring the year and there were no unpaid and unclaimed deposits as on March 31 2018.Hence no information is required to be appended to this report in terms of Non-BankingFinancial Companies Acceptance of Public Deposits (Reserve Bank of India Directions1998).
PARTICULARS OF EMPLOYEES:
None of the Employee was drawing remuneration in excess of the limitslaid by the Companies Act 2013 as specified under Rule 5(2) and Rule 5 (3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
Information as required under Section 134(3) (m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 our director furnish followinginformation as required.
A) CONSERVATION OF ENERGY:
The Company is using best technology available for conservation ofenergy and had taken adequate steps to improve the conservation of energy and this is acontinuous process and forms an integral part of responsibilities of departmental heads.
Some of the energy conservation steps taken are as follow:
i) Optimum Capacity utilization.
ii) Optimization of pump and motor operations through standardoperating practices.
iii) Strict quality checks on inputs thus saving electricityconsumption.
iv) Minimization of handling losses.
v) Total Energy Consumption and Energy Consumption per unit ofproduction is optimum as per industry standards.
During the year under review the Company has consumed 11.350 MT steamcoal 43601004 units of Electricity and 20000 Itr of Diesel and 20 Ltr Petrol.
B) TECHNOLOGY ABSORPTION:
The Company is using technology which is best available in the SteelIndustry (TMT) and always step forward to upgrade the same.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO (IN Rs):
During the year under review:
Foreign Exchange Earned: NIL
Foreign Exchange Outgo: INR423672/-(Previous Year INR 849600/-)
A report on Corporate Governance a Certificate from the StatutoryAuditors of the Company M/s. Gupta Verma & Sethi Chartered Accountants confirming thecompliance with the conditions of Corporate Governance a Management Discussion andAnalysis Report and Managing Director's Report are made part of the Annual Report.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial yearwere on an arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions with the Company's Promoters DirectorsManagement or their relatives which could have had a potential conflict with theinterests of the Company. Transactions with related parties entered by the Company in thenormal course of business are periodically placed before the Audit Committee for itsomnibus approval and the particulars of contracts entered during the year as per FormAOC-2 is enclosed as Annexure-D.
DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to theinformation and explanations obtained by them your directors make the following statementin terms of Section 134 (5) of the Companies Act 2013:
i) in the preparation of the annual accounts for the Financial Year2017-18 the applicable accounting standards have been followed along with properexplanations relating to material departures;
ii) the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the State of Affairs of the Company at the end of thefinancial year 31st March 2018 and of the Profit & Loss of the Company for thatperiod;
iii) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
iv) the Directors had prepared the annual accounts on a going concernbasis;
v) the Directors have laid down internal financial controls to befollowed in the Company and that such internal financial controls are adequate and wereoperating effectively;
vi) the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such svstems were adeauate and ODeratineeffectivelv.
BUSINESS RISK MANAGEMENT:
In accordance with the provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board Members were informed about riskassessment and minimization procedures after which the Board formally adopted steps forframing implementing and monitoring the Risk Management Policy for the Company.
The main objective of this policy is to ensure sustainable businessgrowth with stability and to promote a proactive approach in reporting evaluating andresolving risks associated with the business. In order to achieve the key objective thepolicy establishes a structured and disciplined approach to Risk Management in order toguide decisions on risk related issues.
In today's challenging and competitive environment strategies formitigating inherent risks in accomplishing the growth plans of the Company are imperative.The common risks inter alia are: Regulations competition Business risk Technologyobsolescence Investments retention of talent and expansion of facilities.
Business risk inter-alia further includes financial risk politicalrisk fidelity risk legal risk etc.
As a matter of policy these risks are assessed and steps asappropriate are taken to mitigate the same.
INTERNAL FINANCIAL CONTROL:
The Board has adequate system of internal control to safeguard andprotect from loss unauthorized use or disposition of its assets. All the transactions areproperly authorized recorded and reported to the Management. The Company is following allthe applicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the Company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013 :
The Company has less than 10 female employees in the company andtherefore no seperate committee has been constituted as required under the SexualHarassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013.However the Board of Directors are very vigilant on the same issue and any complaint isstrictly handled by the Board. The COmpany did not receive any complaint during the year2017-18.
Your Directors take this opportunity to offer their sincere thanks tothe various Departments of the Central and State Governments Bankers to the Company allcustomers dealers suppliers and contractors for their continuous valued assistance andsupport. Your directors also wish to place on record their appreciation for dedicatedservices rendered by all officers staff and workers of the company at all levels.
By order of the Board of Directors FOR RATHI BARS LIMITED
|Kamlesh Kumar Rathi || |
|(Managing Director) || |
(Whole-Time Director cum CFO)
|DIN:00112321 || |
Place: New Delhi Date: 03.09.2018