RCC Cements Ltd.
|BSE: 531825||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE335N01015|
|BSE 00:00 | 08 Mar||RCC Cements Ltd|
|NSE 05:30 | 01 Jan||RCC Cements Ltd|
|BSE: 531825||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE335N01015|
|BSE 00:00 | 08 Mar||RCC Cements Ltd|
|NSE 05:30 | 01 Jan||RCC Cements Ltd|
To the Members of RCC Cements Limited
The Directors are pleased to present their 28th Annual Report on thebusiness and operations of RCC Cements Limited and the Financial Accounts of the companyfor the Financial Year ended on March 31 2019.
1. Results of operations
During the year under review there were no operations. The company therefore had notgenerated any revenue from operations. However during the previous year although thecompany had not generated any revenue from operations however the company had generatedincome from other sources aggregrating to Rs. 10.55 lacs. During the year under reviewyour company had incurred a loss aggregating to Rs. 11.16 lacs as against a loss of Rs.37.74 lacs during the previous financial year.
Keeping in view the losses incurred by the Company your Directors do not recommend anydividend for the year ended March 31 2019.
In view of the losses incurred by the Company no amount is proposed to be transferredto Reserves for the year under review.
4. Brief description of the Company's working during the year. Review Of Operations
There were no operations during the year under review The company therefore had notearned any income during the F.Y. 2018-2019. The company had incurred a net loss of Rs.11.15 lacs - as against a net loss (before tax ) of Rs. 37.74 lacs in the previous year.Your Directors are putting in their best efforts to improve the overall financial positionand the profitability of the Company.
5. Change in the nature of business if any
During the year there is no change in the nature of business activity of the company.
6. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
During the period between the end of the financial year of the company and the date ofthe report there are no material changes and commitments which may affect the financialposition of the company.
7. Details of 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 there is no significant and material orders passed by the Regulatorsor Courts or Tribunals which impact the going concern status and company's operations infuture.
8. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements
The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.
9. Details of Subsidiary/Joint Ventures/Associate Companies
The Company has no Subsidiary. During the year under review no company has become orceased as subsidiary/Joint venture/Associate of the company.
10. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement
During the year no consolidated financial statements have been prepared by the companyas the Company neither has a subsidiary company nor an associate company or had enteredinto any Joint Venture with any entity.
Your Company has not accepted any deposits from public within the meaning of Section 73of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014during the year under review. The details relating to deposits covered under Chapter V ofthe Act is as under: -
A. Statutory Auditors:
M/s. RMA & Associates LLP Chartered Accountants had been the Statutory Auditorsof the Company and had been conducting Audit of your company since 2009-10. Pursuant tothe provisions of section 139(2) which states that No listed Company or a companybelonging to such class or classes of Companies as may be prescribed shall appoint orre-appoint
(a) An individual as auditor for more than one term of five consecutive year; and
(b) An audit firm as auditor for more than two terms of five consecutive years.
In terms of the said provisions and rules framed thereunder M/s. RMA & AssociatesLLP Chartered Accountants Firm Registration no. 000978N have completed two terms of fiveconsecutive years therefore the company has to appoint a fresh Chartered Accountant toconduct audit of the company.
The Audit Committee in its meeting held on 12th August 2019 had recommended theappointment of M/s. Nemani Garg Agarwal & Co. (Firm's Registration No. 010192N)Chartered Accountants Delhi as the Statutory Auditors of the Company and the Board ofDirectors in their meeting held on 30th August 2019 have also recommended theirappointment as the Statutory Auditors of the Company for a period of 5 years commencingfrom the conclusion of 28thAnnual General Meeting until the conclusion of 33rdAnnualGeneral Meeting of the Company. Brief Profile of Nemani Garg Agarwal & Co.
Nemani Garg Agarwal & Co. is a leading chartered accountancy firm renderingcomprehensive professional services which include Audit Management Consultancy TaxConsultancy Accounting Services Manpower Management Secretarial Services etc.
Nemani Garg Agarwal & Co. is a professionally managed firm. The team consists ofdistinguished Chartered Accountants Corporate Financial Advisors and Tax Consultants. Thefirm represents a combination of specialized skills which are geared to offers soundfinancial advice and personalized proactive services. Those associated with the firm haveregular interaction with industry and other professionals which enables the firm to keeppace with contemporary developments and to meet the needs of its clients.
Your company has received written consent of the auditor to such appointment in termsof Section 139 & 141 of the Companies Act 2013 as amended and have also obtained acertificate in terms of Rule 3 & 4 of the Companies (Audit & Auditors) Rules2014 to the effect that it is eligible for appointment and is not disqualified forappointment under the act Chartered Accountants Act 1949 and rules and regulations madethereunder; the proposed appointment is as per the term provided under the Act; theproposed appointment is within the limits laid down by or under the authority of the Act;and that there are no proceedings against the firm or any partner of the firm pending withrespect to professional matter of conduct before the Institute of Chartered Accountants ofIndia or other competent authority or court; that they satisfy the criteria as providedunder section 141 and other provisions if any of the Companies Act 2013.
Further pursuant to the provisions of section 139 read with Rules framed thereunderthe resolution appointing M/s. Nemani Garg Agarwal & Co as the Auditor is beingplaced for consideration by the members in the ensuing Annual General Meeting.
Statutory Auditors' Report:
The comments on statement of accounts referred to in the report of the Auditors areself explanatory. Auditor Report does not contain any qualification reservation oradverse remark.
B. Secretarial Auditors:
As required under Section 204 of the Companies Act 2013 and Rules thereunder theBoard has appointed M/s. Kundan Agrawal & Associates Practicing Company Secretariesas Secretarial Auditor of the Company for the FY 2018-19.
Annual Secretarial Compliance Report & Secretarial Audit Report SEBI Vide itscircular bearing no. CIR/CFD/CMD1/27/2019 dated February 8 2019 mandated that all listedentities in addition to Secretarial Audit on an annual basis require a check by the PCSon compliance of all applicable SEBI Regulations and circulars/ guidelines issuedthereunder.
In compliance with the said circular M/s. Kundan Agarwal & Associates CompanySecretaries the secretarial auditors of the Company examined the compliance of allapplicable SEBI Regulations and circulars / guidelines and provided their report. TheSecretarial Auditors vide their report dated 29th May 2019 have reported that yourcompany has maintained proper records under the provisions of SEBI Regulations andCirculars / Guidelines issued thereunder except to the fact that the company has not paidthe Annual Listing Fees of BSE. The company is in the process of arranging the necessaryfunds for paying the Annual Listing fees of BSE.
There are no qualifications reservations adverse remarks or disclaimers given by theSecretarial Auditor in the Report.
The company has also obtained a certificate from M/s Kundan Agrawal & AssociatesPractising Company Secretary confirming that none of the Directors on the Board of theCompany has been debarred or disqualified from being appointed or continuing as Directorsof Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairsor any such Statutory Authority
The Annual Secretarial Compliance Report and the Secretarial Audit Report andcertificate regarding disqualification of Directors for the F. Y. 2018-19 is provided as(Annexure-1(A) 1(B) & 1(C)) respectively.
C. Internal Auditor:
Pursuant to the provision of the Companies Act 2013 and Rules framed thereunder theBoard of Directors on the recommendation of the Audit Committee had appointed M/s.Sanghi& Co. Chartered Accountants as the Internal Auditor of the company for the FY2018-19.
13. Share Capital
A. Issue of equity shares with differential rights: During the year company has notissued any equity shares with differential rights. B. Issue of sweat equity shares duringthe year company has not issued any Sweat equity shares. C. Issue of employee stockoptions During the year company has not issued employee stock options. D. Provision ofmoney by company for purchase of its own shares by employees or by trustees for thebenefit of employees Rs. Nil E. Bonus Shares - No bonus shares were issued during the yearunder review.
14. Extract of the annual return (MGT-9)
The extract of the annual return in Form No. MGT 9 is annexed herewith (Annexure 2).
15. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
A) Conservation of energy:
Your company has undertaken various energy efficient practices which has strengthenedthe Company's commitment towards becoming an environment friendly organization. TheCompany makes all efforts towards conservation of energy protection of environment andensuring safety. As far as possible company is utilizing alternate sources of energy.
B) Technology absorption:
The business of the company is not technology driven. No technology has been imported.There is nothing to be disclosed on account of technology absorption.
C) Foreign exchange earnings and Outgo during the year:
16. Corporate Social Responsibility (CSR)
In terms of Section 135(1) of the Companies Act 2013 the provisions of CorporateSocial Responsibility are not applicable to the Company.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) Changes in Directors and Key Managerial Personnel
Appointment and Cessation
During the year under review Mr. Santosh Pradhan (having DIN: 00354664) was appointedas an Additional Independent Director of the company by the Board of Directors w.e.f.03.05.2018 to fill the intermittent vacancy arised due to the sudden demise of Mr. KishoreBhatia Independent Director of the Company and his appointment was regularized by theshareholders at the last Annual General Meeting held on 29th September 2018.Further Ms. Dimple Singh Company Secretary and Compliance Officer of the Companyresigned from the post of Company Secretary and Compliance Officer of the company w.e.f.18.04.2019after the year under review.
Ms. Amanpreet Kaur was appointed as the Company Secretary and the Compliance officer ofthe company w.e.f. 12th August 2019.
Retirement by Rotation
In accordance with the provisions of the Companies Act 2013 Mr. Sunil Kumar (DIN00175301) Managing Director of the Company retires by rotation at the forthcoming AGMand being eligible offers himself for re-appointment.
Considering the background and experience of Mr. Sunil Kumar the Board is of theopinion that his reappointment will immensely benefit your Company. The Board recommendshis reappointment as a Director Liable to retire by rotation.
Brief resume of Mr. Sunil Kumar Managing Director of the Company who is proposed to bere-appointed is mentioned herein below:
Mr. Sunil Kumar aged about 57 years is a Commerce graduate from a reputed University.He has an enriched experience and significant expertise of over 30 years in preparingbusiness plans business valuation audit accounts finance taxation project managementand stock broking activities. He has always demonstrated a certain dynamism and foresightseen in the most pragmatic of professional. Details of his Directorship and CommitteeMemberships in other companies is as follows:-
Mr. Sunil Kumar does not hold any shares in the Company and is not related to any ofthe Directors of the company.`
B. Appointment of Independent Directors
Pursuant to the provisions of Section 149 of the Companies Act 2013 and Regulation 17of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended from time to time your Company has requisite number of Independent Directors onits Board. Your Company has duly complied with the requirements of the said provisions forappointment of Independent Directors during the year under review.
C. Declaration by Independent Directors
Your Company has received necessary declaration from each Independent Directors of theCompany under Section 149(6) of the Companies Act 2013 read with Regulation 16 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 confirming that theymeet with the criteria of independence as prescribed under the aforesaid Section andRegulation.
D. Formal Annual Evaluation
In compliance with the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 during the year the Board adopted a formalmechanism for evaluating its performance as well as that of its Committees and IndividualDirectors including the Chairman of the Board. Structured questionnaires were used in theoverall Board evaluation comprising various aspects of Board function.
The evaluation of Independent Directors was carried out by the entire Board and that ofthe Chairman and Non -Independent Directors were carried out by the Independent Directors.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
18. Number of meetings of the Board of Directors
Seven (7) meetings of the Board of Directors were held during the year on 03/05/201828/05/2018 10/08/2018 01/09/2018 13/11/2018 13/02/2019 and 28/03/2019. . One separatemeeting of Independent Directors of the Company was held on 28/03/2019.
19. Committees of the Board
The Board had constituted following committees in accordance with the Companies Act2013 and Regulation 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015:
Stakeholders' Relationship Committee Nomination and Remuneration Committee
*As per the provisions of SEBI (LODR) Regulations 2015 the Risk Management Committeewas not applicable to the company and therefore the Board decided to dissolve the samefrom Financial Year 2016-17.
Details of the said Committees alongwith their charters compositions and meetings heldduring the year are provided in the Report of Corporate Governance which forms part ofthis Annual Report.
Recommendation of Audit Committee
During the year under review there were no instances of non-acceptance of anyrecommendation of the Audit Committee by the Board of Directors.
20. Board Evaluation
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board Evaluation framework. The Companies Act 2013provides that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its Committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of Independent Directors shallbe done by the entire Board of Directors excluding the director being evaluated.
The Board of Directors had carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India (SEBI) under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Structured questionnaires were used in the overall Boardevaluation comprising various aspects of Board function.
The performance of the Board was evaluated by the Board on the basis of PerformanceEvaluation Policy formulated by the Board and after seeking inputs from all the directorson the basis of the criteria such as the Board composition and structure effectiveness ofboard processes information and functioning etc.
The performance of the Committees were evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of committeeseffectiveness of Committee meetings etc. and on such further criteria as is set out inthe Performance Evaluation Policy (as per Annexure 3) formulated by the Nomination andRemuneration Committee and approved by the Board to evaluate the performance of the Boardand its Committees.
The Board and the Nomination and Remuneration Committee (NRC) 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 held on 28/03/2019 the performance ofnon-Independent Directors the 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 of independent directors was done by the entire board excludingthe independent director being evaluated. Based on the outcome of performance evaluationfor the financial year 2018-19 further measures/actions have been suggested to improveand strengthen the effectiveness of the Board and its Committees.
21. Policy On Directors' Appointment And Remuneration
Your Company has a policy to have an appropriate mix of executive and Independentdirectors to maintain the independence of the Board and separate its functions ofgovernance and management. As on March 31 2019 the Board consisted of 4 members out ofwhomone is an Executive Director two are Independent Directors and one is a Non-ExecutiveWoman Director.
The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Companies Act2013 adopted by the Board is attached as Annexure 4to the Board Report. Further theremuneration paid to the Directors is as per the terms laid out in the nomination andremuneration policy of the Company. However your directors have voluntarily decided notto take any remuneration or sitting fees.
22. Risk management policy and Internal Control
The Company has adopted a Risk Management Policy duly approved by the Board and alsohas in place a mechanism to identify access monitor and mitigate various risks to keybusiness objectives. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.
23. Whistle Blower Policy and Vigil Mechanism
Your Company has established a Whistle Blower Policy and Vigil Mechanismfor directors and employees to report to the appropriate authorities c oncerns about theunethical behavior actual or suspected fraud or violation of theCompany's code of conductpolicy and provides safeguards against victimization of employees who avail the mechanismand also provide for direct access to the Chairman of the Audit Committee. The said policyhas been uploaded on the website of the company and can be accessed athttp://www.rcccements.com/policy.html.
24. Particulars of loans guarantees or investments under Section 186
Particulars and details of loan given investments made or guarantees given andsecurities provided if any are given in the Notes to the Financial Statements.
25. Contracts and arrangements with related parties
All Related Party Transactions if any that were entered into during the financialyear were on an arm's length basis The policy on Related Party Transactions as approved bythe Board is uploaded on the Company's website http://www.rcccements.com/policy.html. Thedetails of the transactions with related parties are provided in Notes to FinancialStatements.
26. Corporate Governance
Your Company has been benchmarking itself with well-established Corporate Governancepractices besides strictly complying with the requirements of Regulation 17 to 27 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and / or anyother applicable Regulation of the SEBI as amended from time to time. A separateReport on Corporate Governance together with requisite certificate has beengranted by the Statutory Auditors of the Company confirming compliance with theprovisions of Corporate Governance as per the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to this Report.
27. Directors' Responsibility Statement
Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and belief confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards had been followed and no material departureshave been made from the same;
(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year i.e. on31st March 2019 and of the profit or 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 the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating efficiently;and
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
28. Particulars Of Employees
There are no employees employed throughout the financial year who were in receipt ofremuneration of Rs. 102.00 lacs or more or employed for part of the year who were inreceipt of remuneration of Rs. 8.50 lacs or more a month under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Remuneration) Rules 2014.
Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed herewith as Annexure 5.
During the year under review none of the Directors of the Company have receivedremuneration from the Company. The Nomination and Remuneration Committee of the Companyhas affirmed in its meeting held on March 28 2019 that the remuneration paid to theSenior Management Employee/KMPs is as per the remuneration policy of the Company.
29. Internal Auditors & Their Report
Pursuant to the provisions of Section 138 of the Companies Act 2013 and Rules madethereunder the Company had appointed M/s Sanghi& Co. as Internal Auditor for thefinancial year 2018-19.
Internal Financial Control and Their Adequacy
The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure. The Company has an adequate internal controls system commensurate with itssize and the nature of its business. All the transactions entered into by the Company areduly authorized and recorded correctly. All operating parameters are monitored andcontrolled. The top management and the Audit Committee of the Board of Directors reviewthe adequacy and effectiveness of internal control systems from time to time.
30. Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition&Redressal) Act 2013 read with Rules thereunder
Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition &Redressal) Act 2013 read with Rules thereunder the Companyhas not received any complaint of sexual harassment during the year under review.
31. REPORTING OF FRAUDS BY AUDITORS
During the year under review the Statutory Auditors and the Secretarial Auditor havenot reported any instances of frauds committed in the Company by its Officers or Employeesto the Audit Committee under Section 143(12) of the Companies Act 2013 details of whichneed to be mentioned in this Report.
32. SECRETARIAL STANDARDS
The Company has complied with the provisions of the applicable Secretarial Standardsi.e. SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2(Secretarial Standard on General Meetings).
33. Human Resources
Your Company treats its human resources as one of its most importantassets. We focus on all aspects of the employee lifecycle. This provides holisticexperience for the employees as well. During their tenure at the Company employees aremotivated through various skill development programs. We create effective dialogue throughour communication channels to ensure that feedback reach the relevant team includingleadership.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
34. Segment-wise performance
The Company is into single reportable segment only.
35. Management Discussion and Analysis
The Management Discussion and Analysis Report on the business of the Company andperformance review for the year ended March 31 2019 as stipulated in Regulation 34 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presentedin a separate report which forms part of the Report.
Your Directors are grateful to the Government of India the Reserve Bank of India theSecurities and Exchange Board of India the Stock Exchanges and other regulatoryauthorities for their valuable guidance and support and wish to express their sincereappreciation for their continues co-operation and assistance. We look forward for theircontinued support in future.
Your directors would like to express their sincere appreciation for the assistance andcooperation received from banks customers vendors Government members and employeesduring the year under review.
Finally the Directors thank you for your continued trust and support.