The Board of Directors hereby submits the report of the business and operations of yourCompany (the Company) along with the audited financial statements for thefinancial year ended March 31 2019.
FINANCIAL HIGHLIGHTS: ( Amount in Lakhs)
|Particulars ||F.Y. 2018-19 ||F.Y. 2017-18 |
|Revenue From Operations ||197.87 ||59.20 |
|Other Income ||0.31 ||45.45 |
|Total Income ||198.18 ||104.65 |
|Less: Total Expenses before Depreciation Finance Cost and Tax ||140.66 ||33.35 |
|Profit before Depreciation Finance Cost and Tax ||57.52 ||71.10 |
|Less: Depreciation ||1.74 ||2.53 |
|Less: Finance Cost ||12.34 ||41.67 |
|Profit Before Tax ||43.44 ||26.90 |
|Less: Current Tax ||9.70 ||6.58 |
|Less: Deferred tax Liability (Asset) ||0.33 ||(0.17) |
|Profit after Tax ||33.41 ||20.49 |
Your Company has recorded total income to the tune of '198.18 Lakhs during thefinancial year 2018-19 as compared to '104.65 Lakhs in the corresponding previousfinancial year.
During the year under review the revenue from operations of the Company was stood at'197.87 Lakhs as compared to '59.20 Lakhs in Previous year 2017-18 which states increaseof 234% in revenue from operations consisting of sale of offices rent income and interestincome. Further profit before tax in the financial year 2018-19 stood at' 43.44 Lakhsthat make net profit after tax of '33.41 Lakhs as compared to net profit for FY 2017-18being ' 20.49 Lakhs.
With a view to conserve and save the resources for future prospects of the Companyyour Directors regret to declare dividend for the financial year 2018-19.
TRANSFER TO GENERAL RESERVE:
Your Directors do not propose transfer of any amount to the General Reserves. Fullamount of net profit is carried to reserve& Surplus account of the Company.
CHANGE IN NATURE OF BUSINESS:
During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.
During the year under review there were no changes which have taken place in theauthorized and paid-up share capital of the Company:
The Authorized Capital of the Company is '140000000/- divided into 14000000 EquityShares of '10/- each .
Issued Subscribed & Paid-up Capital
The present Paid-up Capital of the Company is '137000000/- divided into 13700000Equity Shares of '10/-each.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Constitution of Board:
As on the date of this report the Board comprises following Directors;
|Name of Director || |
Category Cum Designation
Date of Appointment at current Designation
Total Directo rship2
No. of Committee1
No. of Shares held as on March 31 2019
|in which Director is Members ||in which Director is Chairman |
|Mr. Kaivan Shah ||Chairman and Managing Director ||September 182017 ||5 ||2 ||- ||5000000 Equity Shares |
|Mrs. Meghna Shah ||Whole -Time Director ||September 182017 ||2 ||- ||- ||4999900 Equity Shares |
|Mr. Munir Shah ||Non-Executive Director ||September 292017 ||11 ||- ||- ||20 Equity Shares |
|Mr. Shaishav Shah ||Independent Director ||September 292017 ||2 ||1 ||1 ||- |
|Mr. Smit Shah ||Independent Director ||September 292017 ||1 ||1 ||1 ||- |
1 Committee includes Audit Committee and Shareholders' Grievances Committeeacross all Public Companies.
2 Excluding Section 8 Company & struck of Companies
The composition of Board complies with the requirements of the Companies Act 2013(Act). Further in pursuance of Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (Listing Regulations) theCompany is exempted from requirement of having composition of Board as per Regulation 17of Listing Regulations.
None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.
None of the Director of the Company is serving as a Whole-Time Director or ManagingDirector in any Listed Company and is holding position of Independent Director in morethan 3 Listed Company and none of the Director of the Company is holding position asDirector in more than eight listed entities and none of the Director is serving asIndependent Director in more than 7 Listed Company. None of the Directors of the Companyis disqualified for being appointed as Director as specified in Section 164 (2) of theCompanies Act 2013.
The Board of the Company regularly meets to discuss various Business opportunities.Additional Board meetings are convened as and when required to discuss and decide onvarious business policies strategies and other businesses.
During the year under review Board of Directors of the Company met 05 (Five) times onMay 23 2018; August 18 2018;November 05 2018; February 05 2019 and March 08 2019.
The details of attendance of each Director at the Board Meetings are given below;
|Name of Director ||Date of Original Appointment ||Date of Appointment at current Designation ||Number of Board Meetings Eligible to attend ||Number of Board Meetings attended |
|Mr. Kaivan Shah ||October 12016 ||September 182017 ||05 ||05 |
|Ms. Meghna Shah ||October 12016 ||September 182017 ||05 ||05 |
|Mr. Munir Shah ||July 312017 ||September 292017 ||05 ||05 |
|Mr. Shaishav Shah ||July 312017 ||September 292017 ||05 ||05 |
|Mr. Smit Shah ||September 292017 ||September 292017 ||05 ||05 |
The gap between two consecutive meetings was not more than one hundred and twenty daysas provided under Standard 2 i.e. Frequency of Meetings of SS -1 (Secretarial Standard 1on Meetings of Board of Directors specified by the Institute of Company Secretaries ofIndia constituted under section 3 of the Company Secretaries Act 1980 (56 of 1980) andapproved as such by the Central Government.
In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has two NonPromoter Non-Executive Independent Directors in line with the act. Aseparate meeting of Independent Directors was held on March 08 2019 to review theperformance of Non-Independent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company management and Board.
The Company has received necessary declaration from each independent director underSection 149 (7) of the act that they meet the criteria of independence laid down inSection 149 (6) of the Companies Act 2013.
Information on Directorate:
During the year under review there were no changes took place in the composition ofboard of directors.
In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Ms. Meghna Shah Whole Time Director of the Company retires byrotation at the ensuing annual general meeting. She being eligible has offered herselffor re-appointment as such and seeks re-appointment. The Board of Directors recommends herappointment on the Board.
The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (SEBI Listing Regulations) ofthe person seeking re-appointment as Director are also provided in the Notice conveningthe 13thAnnual general meeting.
Key Managerial Personnel:
During the year under review there were no changes took place in Key ManagerialPersonnel.
In accordance with Section 203 of the Companies Act 2013 Mr. Kaivan Shah Chairman& Managing Director Ms. Meghna Shah Whole-Time Director Ms. Devanshi Shah CompanySecretary & Compliance Officer and Ms. Rinni shah Chief-Finance Officer continued tobe Key Managerial Personnel of the Company.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act.
o The performance of the board was evaluated by the board after seeking inputs fromall the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.
o The performance of the committees was evaluated by the board after seeking inputsfrom the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.
o The board and the nomination and remuneration committee reviewed the performance ofthe individual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held to evaluate the performance ofnon-independent directors performance of the board as a whole and performance of thechairman taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.
Directors' Responsibility Statement:
Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
a) In preparation of annual accounts for the year ended March 31 2019 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;
b) The Directors had 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 or loss of the Company for that year;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) The Directors had prepared the annual accounts for the year ended March 31 2019 ongoing concern basis.
e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
COMMITTEE OF BOARD
The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder.
A. Audit Committee:-
Audit Committee meeting is generally held for the purpose of recommending the halfyearly and yearly financial result. Additional meeting is held for the purpose ofreviewing the specific item included in terms of reference of the Committee.
During the year under review Audit Committee met 3 (Three) times viz May 23 2018November 05 2018 and March 08 2019. The composition of the Committee and the details ofmeetings attended by its members are given below:
|Name ||Designation || |
Number of meetings during the financial year 201819
| || ||Eligible to attend ||Attended |
|Mr. Smit shah ||Chairman (Non Executive- Independent Director) ||3 ||3 |
|Mr. Shaishav Shah ||Member (Non Executive- Independent Director) ||3 ||3 |
|Mr. Kaivan Shah ||Member (Chairman and Managing Director) ||3 ||3 |
The Statutory Auditors of the Company are invited in the meeting of the Committeewherever requires. Chief Financial Officer of the Company is a regular invitee at theMeeting.
Recommendations of Audit Committee wherever/whenever given have been accepted by theBoard.
The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company at www.ratnagroup.co.in.
B. Stakeholder's Grievance & Relationship Committee:
The Stakeholder's Grievance & Relationship Committee is made mainly to focus on theredressal of Shareholders' / Investors' Grievances if any like Transfer / Transmission /Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; DividendWarrants; etc. The Stakeholders Relationship Committee shall meet at least four times ayear with a maximum interval of 120 days between two consecutive meetings and shall reportto the Board on a quarterly basis regarding the status of redressal of complaints receivedfrom the shareholders of the Company.
During the year under review Stakeholder's Grievance & Relationship Committee met4(Four) times viz on May 23 2018;August 18 2018; November 05 2018 and February 052019.The composition of the Committee and the details of meetings attended by its membersare given below:
|Name || |
Number of meetings during the financial year 2018-19
|Eligible to attend ||Attended |
|Mr. Shaishav Shah ||Chairman (Non Executive- Independent Director) ||4 ||4 |
|Mr. Smit Shah ||Member (Non Executive- Independent Director) ||4 ||4 |
|Mr. Kaivan Shah ||Member (Chairman and Managing Director) ||4 ||4 |
During the year the Company had not received any complaints from the Shareholders.There was no complaint pending as on March 31 2019.
C. Nomination and Remuneration Committee:
The Nomination and Remuneration committee is formed in line with the provisions ofSection 178 of the Companies Act 2013. Nomination and Remuneration Committee meetings aregenerally held for identifying the persons who are qualified to become Directors and maybe appointed in senior management and
recommending their appointments and removal. Further the committee shall also meet asand when the need arises for review of Managerial Remuneration.
During the year under review Nomination and Remuneration Committee met 2 (Two) timesviz on August 18 2018 and March 082019. The composition of the Committee and thedetails of meetings attended by its members are given below:
|Name || |
Number of meetings during the financial year 2018-19
|Eligible to attend ||Attended |
|Mr. Shaishav Shah ||Chairman (Non Executive- Independent Director) ||2 ||2 |
|Mr. Smit Shah ||Member (Non Executive- Independent Director) ||2 ||2 |
|Mr. Munir Shah ||Member (Non Executive Director) ||2 ||2 |
Nomination and Remuneration Policy:
Nomination and Remuneration Policy in the Company is designed to create a highperformance culture. It enables the Company to attract motivated and retained manpower incompetitive market and to harmonize the aspirations of human resources consistent withthe goals of the Company. The Company pays remuneration by way of salary benefitsperquisites and allowances etc. to its Managing Director and the Executive Directors.
Key points of the Nomination and Remuneration Policy are;
a. Policy on Appointment of Directors Key Managerial Personnel and Senior ManagementPersonnel:
o The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director Key ManagerialPersonnel and Senior Management personnel and recommend to the Board for his / herappointment. o A person should possess adequate qualification expertise and experiencefor the position he/ she is considered for appointment.
o In case of appointment of Independent Director the Committee shall satisfy itselfwith regard to the independent nature of the Director vis-a-vis the Company so as toenable the Board to discharge its function and duties effectively.
b. Policy on remuneration of Director KMP and Senior Management Personnel:
The Company's remuneration policy is driven by the success and performance of DirectorKMP and Senior Management Personnel vis-a-vis the Company. The Company's philosophy is toalign them with adequate compensation so that the compensation is used as a strategic toolthat helps us to attract retain and motivate highly talented individuals who arecommitted to the core value of the Company. The Company follows mixed of fixed paybenefits and performance based variable pay. The Company pays remuneration by way ofsalary benefits perquisites and allowance. The remuneration and sitting fees paid by theCompany are within the salary scale approved by the Board and Shareholders.
The Nomination and Remuneration Policy as adopted by the Board of Directors is placedon the website of the Company at www.ratnagroup.co.in.
Remuneration of Director:
The details of remuneration paid during the financial year 2018-19 to directors of theCompany is provided in Form MGT-9 which is the part of this report.
The company has not accepted any deposits from the public. Hence the directives issuedby the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act2013 or any other relevant provisions of the Act and the Rules there under are notapplicable.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY
Details of Loans Guarantees and Security covered under the provisions of Section 186of the Companies Act 2013 are given in the notes to the Financial Statement.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedto this Report as Annexure - A.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
A particular of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed to this Reportas Annexure - B.
DISCLOSURE OF REMUNERATION:
The ratio of the remuneration of each whole-time director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis Report as Annexure - C. Refer to tables 3A(a) in Annexure-C.
There are no employees who are posted outside India and in receipt of a remuneration of' 60.00 lakh or more per annum or ' 5.00 lakh or more a month.
MATERIAL CHANGES AND COMMITMENT:
There are no material changes and commitments affecting the financial position of theCompany have occurred between the date of end of financial year of the Company i.e. March31 2019 to the date of this Report.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land where we operate.
During the year under review there were no incidences of sexual harassment reported.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy:
In its endeavor towards conservation of energy your Company ensure optimal use ofenergy avoid wastages and conserve energy as far as possible.
The Company has not carried out any research and development activities.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earnings & Outgo during the year are as under:
|Earnings ||- Nil |
|Outgo - Royalty Expenses ||- Nil |
A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has an effective internal control system which ensures that all theassets of the Company are safeguarded and protected against any loss from unauthorized useor disposition.
The Internal Auditor of the Company carries out review of the internal control systemsand procedures. The internal audit reports are reviewed by Audit Committee.
Your Company has also put in place adequate internal financial controls with referenceto the financial statements commensurate with the size and nature of operations of theCompany. During the year such controls were tested and no material discrepancy orweakness in the Company's internal controls over financial reporting was observed.
Your Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provided a separatereport on Corporate Governance although few of the information are provided in thisreport under relevant heading.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a review of the performance of the Company for the yearunder review Management Discussion and Analysis Report is presented in a separatesection forming part of this Annual Report.
STATUTORY AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rulesmade there under M/s. A N A& Associates Chartered Accountants Ahmedabad (FRN:130797W) were appointed as Statutory
Auditors of the Company to hold office till conclusion of 14th AnnualGeneral Meeting(AGM) of the company to be held in the calendar year 2020.
The Notes to the financial statements referred in the Auditors Report areself-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013. The Auditors' Report does not contain any qualification reservationor adverse remark. The Auditors' Report is enclosed with the financial statements in thisAnnual Report.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.
SECRETARIAL AUDITOR AND THIEIR REPORT:
Pursuant to the provisions of Section 204 of the Act read with The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed Mr. Anand Lavingia Practicing Company Secretary Ahmedabad to conduct theSecretarial Audit of the Company for the financial year 2018-19. The Secretarial AuditReport is annexed herewith as Annexure - D to this Report.
Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review;
(i) Issue of Equity Shares with differential rights as to dividend voting orotherwise;
(ii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;
(iii) Annual Report and other compliances on Corporate Social Responsibility;
(iv) There is no revision in the Board Report or Financial Statement;
(v) 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;
(vi) Information on subsidiary associate and joint venture companies.
Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.
Your Directors also take this opportunity to place on record the valuable co-operationand support extended by the banks government business associates and the shareholdersfor their continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.
|Registered office: ||By order of the Board of Directors |
|S.F. 207 Turquoise Panchvati Panch ||For Ratnabhumi Developers Limited |
|Rasta Nr. White House E.B. C.G. Road || |
|Ahmedabad-380009 || |
| ||Kaivan shah |
|Place: Ahmedabad ||Chairman and Managing Director |
|Date: August 12 2019 ||DIN 01887130 |