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Ravi Leela Granites Ltd.

BSE: 526095 Sector: Others
NSE: N.A. ISIN Code: INE427E01027
BSE 00:00 | 21 Jan 31.50 -1.10
(-3.37%)
OPEN

34.10

HIGH

34.10

LOW

31.20

NSE 05:30 | 01 Jan Ravi Leela Granites Ltd
OPEN 34.10
PREVIOUS CLOSE 32.60
VOLUME 536
52-Week high 43.20
52-Week low 9.60
P/E
Mkt Cap.(Rs cr) 33
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 34.10
CLOSE 32.60
VOLUME 536
52-Week high 43.20
52-Week low 9.60
P/E
Mkt Cap.(Rs cr) 33
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ravi Leela Granites Ltd. (RAVILEELAGRAN) - Director Report

Company director report

Dear Shareholders

We have pleasure in presenting the 31st Directors Report on the business and operationsof the Company and Financial Results for the year ended 31st March 2021.

FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended 31st March 2021is summarized below:

(Amount in Lakhs)

Particulars 2020-21 2019-20
Sales 3209.33 3168.19
Other Income 264.23 153.94
Total Income (1+2) 3473.55 3322.13
Total Expenses (Excluding Depreciation) 3783.03 3095.20
Depreciation & Amortisation Expenses 213.43 98.94
Profit/ (Loss) before tax 92.31 128.03
Tax Expense 37.44 86.29
Profit/(Loss) for the year after tax 54.87 41.74

PERFORMANCE:

During the financial year ended as on 31st March 2021 the Company recorded totalincome of Rs. 3473.55 lakhs which is higher as against previous financial year i.e.Rs.3322.13 lakhs and incurred Net Profit of Rs. 54.87 lakhs which is higher as againstprevious financial year i.e. Rs.41.74 lakhs.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT:

Unless as provided elsewhere in this Report there were no significant material changesand commitments affecting financial position of the company between 31st March 2021 and ason the date of Board's Report.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

There was no change in the nature of business of the Company during the financial year.

AUTHORISED AND PAID UP CAPITAL OF THE COMPANY:

The Authorized Capital of the Company stands at Rs. 120000000/- divided into12000000 equity shares of Rs.10/- each and the Paid-up Capital stands atRs.105860000 divided into 10586000 equity shares of 10/- each.

RESERVES:

Your Directors does not propose to carry any amount to General Reserve Account duringthe financial year.

DIVIDEND:

During the financial year under review the Board does not recommend any dividend.

BOARD MEETINGS:

The Board of Directors duly met 5 (Five) times on 7th August 2020 5th September 202015th September 2020 14th November 2020 and 13th February 2021 in respect of whichmeetings proper notices were given and the proceedings were properly recorded and signedin the Minutes Book maintained for the purpose.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS COURTS TRIBUNALSIMPACTING THE GOING CONCERN BASIS OF THE COMPANY:

There were no significant material orders passed by regulators courts tribunalsimpacting the going concern basis of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. RETIREMENT BY ROTATION:

Pursuant to provisions of the Companies Act 2013 Mr. P. Srinivas Reddy (DIN:00359139) Director will retire at this Annual General Meeting and being eligible offershimself for re-appointment.

The Board recommends his re-appointment.

B. APPOINTMENT:

Ms. Kishwar Fatima was appointed as the Company Secretary cum Compliance Officer of theCompany w.e.f. 15th September 2020.

C. APPOINTMENT

During the year under review the designation of Mr. P. Srinivas Reddy was changed fromManaging Director to Non-Executive Director of the Company w.e.f. 1st September 2020.

VIGIL MECHANISM

Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) of the CompaniesAct 2013 and Regulation 46 of SEBI (LODR) Regulations 2015. The same has been placed onthe website of the Company.

CORPORATE GOVERNANCE REPORT:

A separate report on Corporate Governance is enclosed as a part of this Annual Report.A certificate from the Auditors of the Company regarding compliance with CorporateGovernance norms stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to the Report on Corporate Governance.(Annexure-I).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated underRegulation 34 of the SEBI (LODR) Regulations 2015 Regulation 4(3) read with Schedule VPart B of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 withthe stock exchange in India is presented in a separate section forming part of the annualreport. (Annexure-II).

BOARD EVALUATION:

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 and SEBIListing Regulations.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on January 5 2017.

In a separate meeting of independent directors performance of non-independentdirectors the board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the board its committeesand individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.

ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Amendment Rules 2021 a draft of an annualreturn in MGT 7 is uploaded in the website of the Company and the web link for the same isWeb Link:http://www.ravileelagranites.co/pdf/AnnualReturn/Ravileela_Form_MGT_7_2020-21.pdf

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. M. Mohan Reddy Mr. Konduri Nanda Kumarand Mr. Sreeramakrishna Gandhi Independent Directors of the company to the effect thatthey are meeting the criteria of independence as provided in Sub-section (7) of Section149 of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:

As required under Regulation 25(7) of the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 each newly appointed Independent Director is takenthrough a formal induction program including the presentation from the Managing Directoron the Company's manufacturing marketing finance and other important aspects. Theinduction for Independent Directors include interactive sessions with Executive Committeemembers Business and Functional Heads visit to the manufacturing site etc.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

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 and loss of the company for that period;

c) The Directors had 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 had prepared the annual accounts on a going concern basis; and

e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES /ASSOCIATES:

The company does not have any subsidiaries/Associate companies.

PARTICULARS OF EMPLOYEES:

Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 850000/- and above per month or Rs.10200000/- and above in aggregate per annum the limits prescribed under Section197(12) of the act read with rules 5(2) and 5(3) of the companies (Appointment andremuneration of Managerial personnel) Rules 2014 of the Companies Act 2013.

The details pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and thelist of top ten employees in terms of remuneration drawn is annexed herewith(Annexure-III).

DETAILS IN REPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT:

There were no frauds reported by the auditors as per section 143 (12).

STATUTORY AUDITORS:

The members of the company in accordance with section 139 of the Companies Act 2013had passed a resolution in the AGM held on 22th September 2017 for appointment of M/s.Mahadevan & Co as Statutory Auditors of the company for a period of 5 years to holdoffice up to the conclusion of 32nd Annual General Meeting of the company to be held forthe financial year 2021-22.

INTERNAL AUDITORS:

In terms of Section 138 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 the Company had appointed M/s. Suresh Babu & Co. Chartered AccountantsHyderabad as the Internal Auditor of the Company.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. R & A Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for Financial Year 2020-21. The Report ofthe Secretarial Audit carried out is annexed herewith. (Annexure-IV).

AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended 31st March 2021 and has noted that the Auditors' Report contains a Qualifiedopinion.

Qualifications/ Remarks Replies
Certain weaknesses have been observed Trade receivables and Trade Payables The Company requested all the parties for balance confirmations but was not able to get the same as most of the Companies opted WFH (Work from Home) policy due to Covid situation.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and the qualifications for thesame are discussed in detail in secretarial audit report attached to it.

Qualifications/ Remarks Replies
The penalty has been levied on the Company for Non appointment of the Whole-time Company Secretary and Compliance Officer under Regulation 6(1) of SEBI (LODR) 2015 Quarter ended June 2020 (Rs. 107380/-) and September 2020 (Rs. 108560/-) and the same has been paid by the Company. Later penalty levied for the Quarter June 2020 was waived off due to outbreak of Covid 19. The Company has appointed Ms. Kishwar Fatima as the Company Secretary cum Compliance Officer w.e.f. 15th September 2020. As on 31st March 2021 all the compliances under SEBI regulations are in place and there is no violation of any SEBI regulation.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Section 134 of the Companies Act 2013 is providedhereunder:

A. Conservation of Energy:

(Amounts in Rupees)

Power: 2020-21 2019-20
No. of Units consumed 1246458 388511
Unit Rate (Rs.) 9.29 9.02
Total Amount (Rs.) 11573563 3503200
Fuel:
No. of Units Consumed (Ltrs) 600 -
Unit Rate (per Ltr.) (Rs.) 80.37 -
Total Amount (Rs.) 48224 -

B. Technology absorption are not applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

The Foreign exchange out go and Earnings are as follows:

(Amount in Lakhs)

Earnings: 2020-21 2019-20
Exports FOB 3179.79 3168.19
Foreign Exchange Outgo:
Import of RM Consumables Spares Capital goods and Foreign Travelling 239.63 1694.77

C ORPORATE SOCIAL RESPONSIBILTY POLICY:

Since Company does not have the net worth of Rs. 500 Crore or turnover of Rs. 1000Crore or more or a net profit of Rs. 5 Crore or more during the financial year section135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.

SECRETARIAL STANDARDS:

During the year under review the provisions of the Secretarial Standards applicable tothe Company i.e. Secretarial Standard-1 (SS-1) for Board and Committee Meetings andSecretarial Standards – 2 (SS-2) for General Meetings issued by the Institute ofCompany Secretaries of India (ICSI) were adhered to while conducting the respectiveMeetings.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given loans Guarantees or made any investments during thefinancial year under review. The Company continues its investment in 1511000 EquityShares of Rs. 10/- each of B2B Software Technology Limited.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal control systems which commensurate with itssize nature of business and complexity of its operations and are designed to provide areasonable degree of assurance regarding the effectiveness and efficiency of operationsthe adequacy of safeguard for assets internal control over financial reporting andcompliance with applicable laws and regulations. Internal audit function evaluates theadequacy of and compliance with policies plans regulatory and statutory requirements.

The Internal Auditors directly report to the Board's Audit Committee thus ensuring theindependence of the process. It also evaluates and suggests improvement in effectivenessof risk management controls and governance process. The Audit committee and Boardprovides necessary oversight and directions to the Internal audit function andperiodically reviews the findings and ensures corrective measures are taken.

RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company hasadopted a procedure for assessment and minimization of probable risks. It ensures that allthe risks are timely defined and mitigated in accordance with the well-structured riskmanagement process.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website atwww.ravileelagranites.co.

Your Directors draw attention of the members to Notes to accounts attached to thefinancial statement which sets out related party disclosures.

DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable for the financial year 2020-21.

NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors except Mr. P. Srinivas Reddy being aspouse of Mrs. P. Samantha Reddy and to the extent shares held by him has any pecuniaryrelationship or transactions with the Company which in the Judgement of the Board mayaffect the independence of the Directors.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment.

Committee:

Name Designation
Mrs. P. Samantha Reddy Whole-time Director and CFO
Mrs. S. Madhavi Deputy Manager – Exports
Dasaripalla Joji External Member

All employees are covered under this policy. During the year 2020-21 there was nocomplaints received by the committee.

LISTING FEES:

The Company has paid listing fees for the financial year to BSE Limited where itsshares are listed.

APPRECIATION & ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the overwhelming co-operation andassistance received from the investors customers business associates bankers vendorsas well as regulatory and governmental authorities. Your Directors also thanks theemployees at all levels who through their dedication co-operation support and smartwork have enabled the company to achieve a moderate growth and is determined to poise arapid and remarkable growth in the year to come.

For and on behalf of the Board of

Ravileela Granites Limited

Sd/- Sd/-
P. Samantha Reddy P. Srinivas Reddy
Place: Hyderabad Wholetime Director and CFO Director
Date: 6th September 2021 (DIN: 00141961) (DIN: 00359139)

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