Your Directors present the 10th Annual Report on thebusiness and operations of the Company along with the audited financial statements for thefinancial year ended March 31 2020.
SUMMARY OF FINANCIAL RESULTS
The summary of the financial results of the Company for the financialyear ended March 31 2020 is as underFINANCIAL RESULTS (' In lakhs)
| || |
|Particulars ||March 31 2020 ||March 31 2019 ||March 31 2020 ||March 31 2019 |
|Revenue from operations ||- ||- ||- ||- |
|Profit/(Loss) from operations before other income finance costs and exceptional items ||-71.81 ||-129.73 ||-71.81 ||-129.73 |
|Other income ||156.59 ||49.25 ||156.59 ||49.25 |
|Finance costs ||122.71 ||- ||122.71 ||- |
|Exceptional items ||- ||- ||- ||- |
|Profit/(Loss) before Tax ||-37.93 ||-80.48 ||-37.93 ||-80.48 |
|Tax Expense ||- ||- ||- ||- |
|Loss before share of profit/ (loss) in associate ||- ||- ||-37.93 ||-80.48 |
|Share of loss in associate ||- ||- ||-15265.98 ||-130739.71 |
|Net profit/(loss) for the year Paid-up equity share capital ||-37.93 ||-80.48 ||-15303.91 ||-130820.19 |
|(face value of ' 2 each) ||27645.39 ||27645.39 ||27645.39 ||27645.39 |
|Other equity ||40065.41 ||40103.45 ||-19184.59 ||-3880.57 |
|Earning per shares (in ') ||-0.003 ||-0.006 ||-1.11 ||-9.46 |
TRANSFER TO GENERAL RESERVE
In view of the losses incurred during the financial year ended March31 2020 it has not been possible to transfer any amount to general reserve.
During the year under review the Company has posted net loss of '37.93 Lakhs.
While the Company is a constituent of the Promoter Group of RattanIndiaPower Limited a company engaged in the generation and supply of thermal power inspite ofserious efforts an appropriate opportunity to participate in either of the aforesaidbusiness activities has not come its way. This in turn has acted as an impediment to theCompany's primary objective of generating business revenues and thereby maximizing thewealth of its shareholders. The outbreak of COVID-19 which has seriously impacted thebusiness sector has accentuated the difficulties by severely limiting the opportunitiesand increasing the competition. The situation therefore calls for a pragmatic approachwhere a business enterprise instead of putting all eggs in a single basket works in amanner which enables to grab the best of business opportunities in the most promising ofbusiness sectors.
Accordingly it is proposed that the Company enters into a businesswhich would enable the Company to generate revenues in quick time while at the same timebeing light on the expenses involved in setting up and running such business and alsoallowing the Company to either to not having to resort to any external financialassistance in the shape of debts or keeping its debt requirements to the minimum. Thebusiness activities which the Company proposes to venture into are (a) the business of newage technologies including Fintech; (b) the business of providing manpower in the form ofskilled semi-skilled and unskilled employees and workers related to technical services orservices of other nature; and (c) the business activity of providing consultancy servicesof various kinds including technical legal financial and human resource management andother consultancy.
There was no change in the paid up equity share capital of the Companyduring the Financial Year 2019-20. The paid up equity share capital of the Company is '2764539184 divided into 1382269592 equity shares of ' 2/- each.
MATERIAL CHANGES AND COMMITMENTS
No material change and / or commitment affecting the financial positionof your Company has occurred between April 1 2020 and the date of signing of this report.
No dividend has been recommended for the year ended March 31 2020.
DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS
Mr. Rajiv Rattan a Promoter and part of the Promoter Group earlier anon-executive Director and non-executive Chairman has been appointed as an ExecutiveDirector & Executive Chairman of the Company liable to retire by rotation for aperiod of five years with effect i.e from September 4 2020 based on recommendation ofthe Nomination and Remuneration Committee. The appointment shall be subject toratification by the members at the Annual General Meeting as aforementioned.
In terms of the provisions of Section 152 of the Companies Act 2013and in terms of the Articles of Association of the Company Mr. Rajiv Rattan (DIN:00010849) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) ofthe Company and being eligible offers himself for re-appointment. The Board of Directorsrecommends resolution for re-appointment of Mr. Rajiv Rattan for the approval of themembers of the Company at the ensuing AGM.
After the end of the financial year Mr. Yudhister Bahl (DIN:06850284)tendered his resignation as a non-executive Director on the Board of the Company witheffect from the close of business hours of June 30 2020 for personal reasons.
Mr. Raghunandan Kumar Sharma Manager aged 71 years and wished toretire from the services tendered his resignation with effect from the close of businesshours of June 30 2020.
The Company in terms of the provisions of Section 149(1)(b) read withRule 3 of the Companies (Appointment and Qualification of Directors) 2014 and Regulation17 (1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 haswith effect from July 30 2020 appointed Ms. Neha Poonia (DIN:07965751) as an Additionaland Independent Woman Director for a tenure of 5 years subject to the approval of theshareholders of the Company at the ensuing Annual General Meeting of the Company.
Ms. Neha Poonia is not disqualified from being appointed as a Directorin terms of Section 164 of the Act. The Company has also received declaration from Ms.Neha Poonia that she meets the criteria of independence as prescribed under Section 149read with Schedule IV to the Act and the Listing Regulations.
The Nomination and Remuneration Committee has evaluated the performanceof each individual Director seeking reappointment/ appointment in the ensuing AnnualGeneral Meeting and fulfillment of independence criteria prescribed under SEBI listingregulations in case of Independent Director(s). The Nomination and Remuneration Committeehas placed a report on performance evaluation of Independent Director before the Board ofDirectors' of the Company for review.
The detailed profile of the Directors seekingappointment/re-appointment is given in the explanatory statement accompanying notice toAGM and additionally in the Corporate Governance Report forming part of the Annual Report.
All the Independent Directors have given their declaration confirmingthat they meet the criteria of independence as prescribed under section 149(6) CompaniesAct 2013 and Regulation 16(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the same has been noted by the Board of Directors.
The other key managerial personnel of the Company are Mr. Vikas KumarAdukia Chief Financial Officer and Mr. R. K. Agarwal Company Secretary.
ENROLMENT OF DIRECTORS IN INDEPENDENT DIRECTORS DATA BANK
The Ministry of Corporate Affairs (MCA) vide its notification datedOctober 22 2019 has amended Rule 6 of the Companies (Appointment and Qualification ofDirector) Fifth Amendment Rules 2019 and accordingly every individual appointed/to beappointed as an Independent Director required to enroll his/her name for inclusion in the'Independent Director's Data Bank' to be maintained by the Indian Institute of CorporateAffairs Manesar. All the Independent Directors of your Company have successfullyregistered their names for inclusion in the said 'Independent Director's Data Bank'.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
As mandated under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") and Section 178 of the Companies Act 2013 read with Companies(Meetings of Board and its Powers) Rules 2014 the Company has a Nomination andRemuneration Committee in place the constitution the terms of reference and the scope ofresponsibility whereof are described in the Report on Corporate Governance forming partof the Annual Report.
The selection and appointment of Directors and their remuneration owesits genesis to the policy formulated by the Nomination and Remuneration Committee withinthe four corners of its charter and scope of responsibility with due consideration to thestipulations under various applicable enactments and regulations primarily including theCompanies Act 2013 and in particular Section 178(3) thereof the Listing Regulations. Informulating the policy care has been taken to ensure that criteria laid down thereinenable the Company to strike a balance between what is mandated by law in letter as wellas spirit the principles of sound corporate governance the functional requirements ofthe Company and the industry norms. The Policy may be accessed on Company's website at thelink: http://www.rattanindia.com/ril/policies/.
EVALUATION OF PERFORMANCE OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS
In compliance with the requirements of the Companies Act 2013 and theSEBI (Listing Obligations And Disclosure Requirements) Regulations 2015 as in theprevious financial years for the year under review the Board of Directors carried out anannual evaluation of its own performance the performance of various Board committees andthat of individual directors as detailed hereunder:
A. Board and Board Committees
The performance of the Board and its committees was reviewed andevaluated by the entire Board. The process involved seeking views and inputs from variousdirectors and committee members. The criteria used for the purpose were as follows:
(a) the composition of the Board of Directors and whether it wascommensurate with the nature and volume of the business of the Company and the needsemanating therefrom.
(b) composition of various committees and whether the said compositioneffectively served the purpose for which a committee had been created.
(c) whether all the information required to be placed before the Boardor before the various committees of the Board was being placed in a timely adequate andeffective manner so as to enable the Board or the relevant committee to arrive atconsidered and well thought out conclusions and decisions in a proper time.
(d) Whether the flow of information between the Board and themanagement in general and between the Board and its committees was impediment freetimely and effective.
B. Individual non-independent Directors and committee members
The performance of the non-independent directors and committee memberson an individual basis was carried out by the Independent directors.
The performance of the Chairman was also evaluated by the IndependentDirectors taking into account the views and suggestions of various executive andnon-executive directors.
The above evaluation was based on such criteria as the knowledge andexpertise of the director / committee member concerned and the interest taken by him/herin the affairs of the Company as evidenced by his/her inputs/ suggestions to the Companywhether at the Board and /or committee meetings or otherwise.
C Independent Directors
The performance of the Independent Directors was reviewed and evaluatedby the entire Board and in such exercise the director concerned whose performance wasbeing evaluated did not participate
The criteria used for evaluation were the performance of each directoras evidenced by the level of participation in the affairs of the Company gauged by theinputs/ suggestions received from such a director and as to whether the concerned directorfulfilled each of the criteria for independence laid down in law.
Towards the evaluation of performance questionnaires were circulatedand individual feedback meetings were held with various directors committee members andthe Chairman all of which were compiled into detailed reports at the end of the financialyear the consolidated report being once again finally discussed and reviewed andthereupon documented and preserved in records.
SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES
There is no subsidiary of the Company nor is the Company in any jointventure with any other company. Further there has been no change in the associate companyof the Company i.e. RattanIndia Power Limited. A report on the performance and financialposition of the associate company in the form AOC-1 stipulated under Companies Act 2013is provided as an Annexure to the consolidated financial statements.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the provisions of Sections 129 134 136 of the CompaniesAct 2013 read with rules framed thereunder and pursuant to Regulation 33 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasprepared a consolidated financial statement of the Company and its associate and aseparate statement containing the salient features of financial statements of theassociate in the form AOC-1 forms a part of the Annual Report. The financial statements asstated above are also available on the website of the Company at http://www.rattanindia.com/ril/annual-report/
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee of the Company as onMarch 31 2020 comprises of Mr. Sanjiv Chhikara as the Chairman and member and Mrs. Namitaand Mr. Yudhister Bahl as other members. The Committee has formulated and recommended tothe Board a Corporate Social Responsibility Policy (CSR Policy) indicating the CSRactivities to be undertaken by the Company monitoring the implementation of the frameworkof the CSR Policy and recommending the amount to be spent on CSR activities.
The CSR Policy may be accessed on the Company's website at the link http://www.rattanindia.com/ril/policies/
The Annual Report on CSR activities forms a part of the Board's Reportand is annexed herewith marked as Annexure 'A'. MANAGEMENT DISCUSSION AND ANALYSISREPORT
In terms of the provisions of Regulation 34(2)(e) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Management's Discussion and Analysis Report is presented in a separate sectionforming part of the Annual Report.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporategovernance and adhere to the corporate governance requirements set out by SEBI. In termsof Regulation 34 read with Schedule V of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 a Report on CorporateGovernance along with Compliance Certificate issued by a Practicing Company Secretary isattached to and forms integral part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 the Directorsstate that:
1. in the preparation of the annual accounts for the year ended March31 2020 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;
2. they had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2020and of the profit and loss account of the Company for the year ended on that date;
3. they had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
4. they had prepared the annual accounts of the Company on a 'goingconcern' basis;
5. they had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
6. they had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the
ordinary course of business and on an arm's length basis. During theyear the Company had not entered into any contract / arrangement / transaction withrelated parties which could be considered material in accordance with the policy of theCompany on materiality of related party transactions.
The Policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board may be accessed on the Company'swebsite at the link: http://www.rattanindia.com/ril/policies.
During the year under review all the related party transactions enteredinto by the Company were with the prior approval of the Audit Committee and in the case ofmaterially significant related party transactions with the prior approval of theshareholders as well.
All such transactions were at an arms -length basis and in the ordinarycourse of business of the Company and a detail of such transactions forms a part of thefinancial statements of the Company for the financial year 2019-20 which form a part ofthe Annual Report.
The Company has laid down code to inform board members about the riskassessment and minimization procedures. The Company manages monitors and reports on theprincipal risks and uncertainties that can impact its ability to achieve its strategicobjectives. The Risk Management Policy of the Company primarily focuses on identifyingassessing and managing risks in the areas of - Company's assets and property EmployeesForeign Currency Risks Operational Risks Non-compliance of statutory enactmentsCompetition Risks and Contractual Risks. The policy has been uploaded on the website ofthe Company and can be accessed at the web link http://www.rattanindia.com/ril/policies.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY WITH REFERENCE TOFINANCIAL STATEMENTS
Your Directors are of the view that there are adequate policies andprocedures in place in the Company so as to ensure:
(1) the maintenance of records that in reasonable detail accuratelyand fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directors of thecompany; and
(3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the company's assetsthatcould have a material effect on the financial statements.
AUDITORS & AUDITORS' REPORT
In terms of the applicable provisions of the Companies Act 2013 andRules made thereunder M/s Sharma Goel & Co. LLP Chartered Accountants (Regn. No.000643N) shall be completing their term as Statutory Auditors of the Company at theconclusion of the ensuing Annual General Meeting. The Company has approached M/s WalkerChandiok & Co LLP Chartered Accountants (Registration no.: 001076N/N500013) forappointment as Statutory Auditors of the Company for a period of 5 years from thefinancial year 2020-21 to 2024-25. M/s Walker Chandiok & Co LLP CharteredAccountants have submitted their consent for appointment and also a requisitecertificate pursuant to the provisions of Section 139 & 141 of the Companies Act2013 confirming eligibility & satisfaction of criteria for their appointment asstatutory auditors of the Company. The Board recommends their appointment.
The Notes on financial statement referred to in the Auditors' Reportare self-explanatory and do not call for any further comments. The Auditors' Report doesnot contain any qualification reservation or adverse remark.
Pursuant to provisions of Section 143(12) of the Companies Act 2013the Statutory Auditors have not reported any incident of fraud during the year underreview.
The Company was not required to conduct the audit of cost records asspecified under Section 148(1) of the Companies Act 2013.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
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 S Khandelwal & Co a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The Secretarial Audit Report for thefinancial year ended March 31 2020 is
annexed herewith marked as Annexure 'B' to this Report. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all applicable Secretarial Standards asstipulated and notified by the Institute of Company Secretaries of India.
Electronic copies of the Annual Report 2020 and Notice of the 10th AGMare being sent to all the members whose email addresses are registered with the Company /Depository Participant(s). Members may note that the Notice and Annual Report 2019-20 willalso be available on the Company's website www.rattanindia.com/ril websites of the StockExchanges ie. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.com respectively and on the website of KFINTECH -https://evoting.karvy.com.
The Company is providing e-voting facility to all members to enablethem to cast their votes electronically on all resolutions set forth in the Noticeconvening the 10th AGM of the Company. This is pursuant to Section 108 of the CompaniesAct 2013 the Companies (Management and Administration) Amendment Rules 2015 andregulation 44 of LODR. The instructions for e-voting are provided in the Notice.
LISTING WITH STOCK EXCHANGE
The equity shares of the Company continue to remain listed with the BSELimited (BSE) and the National Stock Exchange of India Limited (NSE). The listing feespayable to the exchanges for the financial year 2020-2021 have been paid.
The Audit Committee comprised of three members namely Mr. JeevaganNarayana Swami Nadar Independent Director as the Chairman Mr. Sanjiv ChhikaraIndependent Directors and Mr. Rajiv Rattan non-executive director as the other members.
The details about Audit Committee and its terms of reference etc. havebeen given in Corporate Governance Report.
All the recommendations made by the Audit Committee as to variousmatters during the year under review were accepted by the Board.
In line with the requirements under Section 177(9) & (10) of theCompanies Act 2013 and Regulation 22 of the Listing Regulations the Company hasestablished a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to providea framework for responsible and secure whistle blowing / vigil mechanism. The Vigil(Whistle Blower) Mechanism aims to provide a channel to the Directors and employees toreport genuine concerns about unethical behavior actual or suspected fraud or violationof the codes of conduct or policy. To guard against the victimization of the persons usingthe vigil mechanism the Whistle Blower Policy of the Company makes provision for directaccess to the chairperson of the Audit Committee in appropriate or exceptional cases.
The Policy on vigil mechanism and whistle blower policy may be accessedon the Company's website at the link: http:// www.rattanindia.com/ril/policies/.
Meetings of the Board
Six meetings of the Board of Directors were held during the FY 2019-20.For further details please refer report on Corporate Governance to this Annual Report.Additionally a meeting of the Independent directors of the Company was held on November 62019.
Particulars of Loans Guarantees or Investments
Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the FinancialStatements.
Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo
The particulars relating to conservation of energy technologyabsorption foreign exchange earnings and outgo as required to be disclosed under theAct are provided in Annexure -'C' to this Report.
Extract of Annual Return
An extract of Annual Return of the Company as at March 31 2020 asdrawn up in the prescribed form MGT-9 is annexed herewith as Annexure 'D' to this Reportand has also been uploaded on the website of the Company and can be accessed at theweblink http://www.rattanindia.com/ril/general/.
Business Responsibility Report
In compliance with the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Business Responsibility Report is annexed herewith asAnnexure 'E' to this Report.
Particulars of Employees and related disclosures
The information required pursuant to Section 197 of the Act read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect as to the names and other particulars of the employees drawingremuneration in excess of the stipulated limits will be provided upon request. In termsof Section 136 of the Act the Report and Accounts are therefore being sent to the Membersand others entitled thereto excluding the said information on employees' particulars.However in addition to any member interested in obtaining such information being providedwith a copy of the statement containing such information as indicated in the foregoingpara the same is available for electronic inspection by the Members up to the date of theensuing Annual General Meeting.
The Disclosures pertaining to remuneration and other details asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are howeverbeing provided in "Annexure F" to this Report.
Employee Stock Options
The Company has established RattanIndia Infrastructure Limited EmployeeStock Option Plan - 2019 ("RIL ESOP 2019") to reward and motivate Employees andto attract and retain the best talent by providing them an additional incentive in theform of stock options to acquire a certain Shares of the Company at a future date at anexercise price which shall be in accordance with the applicable accounting policies.
The applicable disclosures as stipulated under the Securities AndExchange Board of India (Share Based Employee Benefits) Regulations 2014 as on March 312020 with regard to RIL ESOP 2019 are provided as Annexure -G to this Report.
Your Directors state that no disclosure or reporting is required inrespect of the following items as no transactions pertaining thereto were undertaken/therewere no developments pertinent to same during the year under review:
1. Deposits covered under Chapter V of the Companies Act 2013.
2. Issue of equity shares with differential rights as to dividendvoting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of theCompany under any scheme. However 20000000 stock options were granted to certaineligible employees which will vest in equal slabs of 20% per year over a period of fiveyears.
4. Significant or materials orders passed by the Regulators or Courtsor Tribunals which impact the going concern status and Company's operations in future.
5. Reporting by the Statutory Auditors under subsection (12) of Section143 of the Companies Act 2013 whether reportable to the Central Government or not.
6. Corporate insolvency resolution process initiated under theinsolvency and bankruptcy code 2016 (IBC)
Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 (SHWWA)
The Company since inception has been following a policy of zerotolerance against sexual harassment of women and in order to ensure this in all itstrictness has in place an Internal Complaints Committee the constitution whereof is incomplete compliance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
During the year under review no complaints under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 were received.
Your Directors wish to express their gratitude for the continuousassistance and support received from the investors bankers financial institutions andgovernment authorities during the year. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company's executives staffand workers.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
|Place : New Delhi ||Rajiv Rattan |
|Date : September 4 2020 ||Chairman |