Your Directors have pleasure in presenting the 28th (Twenty Eighth) AnnualReport on the business and operations of the Company together with the audited accountsfor the financial year ended March 31 2019.
The financial performance of your Company for the financial year ended March 31 2019is summarized below:-
|Particulars ||Standalone Year Ended ||Consolidated Year Ended |
| ||Year ended on 31st March 2019 ||Year ended on 31st March 2018 ||Year ended on 31st March 2019 ||Year ended on 31st March 2018 |
|Revenue from Operations' ||16369387076 ||16204652033 ||19978049308 ||20373487421 |
|Other Income ||54196922 ||46866996 ||55939911 ||66816957 |
|Total Income ||16423583998 ||16251519028 ||20033989219 ||20440304378 |
|Total Expenses ||16158421988 ||16024854660 ||19577475831 ||20036566055 |
|Profit/(Loss) before extraordinary items and tax ||265162010 ||226664368 ||456513388 ||403738323 |
|Less: Tax Expenses: || || || || |
|Current Tax ||87843647 ||68359407 ||87845991 ||68363086 |
|Deferred Tax ||2011339 ||7367811 ||2010434 ||7367586 |
|Minimum Alternate Tax ||- ||- || || |
|Profit/(Loss) for the period ||175307024 ||150937150 ||366656963 ||328007651 |
RESERVES & SURPLUS
The Company's reserve & surplus for the financial year ended March 31 2019 is Rs.1193578579 as compared to the previous year it was 1031122004.
The Company has inadequate profits during the year under review and as such yourDirectors do not recommend any dividend considering the need to augment the resources foroperational purposes. However your Company has already declared and paid Interim Dividendof Rupee 0.50/- per equity share in the month November 2018.
BUSINESS PERFORMANCE REVIEW
The gross revenues of your Company touched Rs. 16423583998* and the profit aftertaxes recorded was Rs. 175307024*. Your Company coupled high level of modernizationwith concentrated efforts of both Management and employees the whole hearted support ofBanks suppliers and customers to attain these levels of performance. The earnings perequity share (of face value Rs. 10) for the year 2018-19 has increased from Rs. 11.23 toRs. 13.05. During the year under review your Company has entered into B2C segment forproduction of copper cables/electrical wires under the brand name "RIKAYAA"which will improve the profitability and future prospects of the Company.
Note: The above figures are extracted from the audited standalone financial statements.
The enhanced capacity of 24000 MT in a manufacturing unit located in Baddi HimachalPradesh is expected to be operational in FY20. The Company plans to foray into valueadded segments of defence and the mint in an endeavor to enhance profitability. Thecapacity verification and other technical eligibility of the plant have been successfullycarried out and very soon your Company will be supplying materials to the ordinancefactory katni Ministry of Defence Government of India.
At a sectoral level there exists tremendous growth potential for copper in India. Thiswill come from sectors like power telecom automobile railway defence etc. Reportsindicate that the domestic copper usage will double in India by next decade driven byGovernment initiatives and increased consumption. Barring unforeseen circumstances thecompany is confident of achieving better results in the current year.
SUBSIDIARIES AND ASSOCIATES
Subsidiary in Dubai
Your Company upon the approval of Board of Directors incorporated a wholly ownedsubsidiary in Dubai Multi Commodities Centre Authority under the name and style of"RCI World Trade Link DMCC" for trading of Ferrous and Non-Ferrous Metalproducts on February 10 2014 with a share capital of AED 50000 divided into 50 sharesof value AED 1000 each. RCI World Trade Link DMCC has commenced the operations under therequisite licenses and permissions obtained from regulatory authorities.
Subsidiary in India
Your Company upon the approval of Board of Directors incorporated a wholly ownedsubsidiary under the name and style of "RCI Skills & Social Development PrivateLimited" for providing Vocational training Skills and other Social Developmentactivities towards CSR on September 29 2014 with a paid-up share capital of Rs. 100000divided into 10000 equity shares of Rs. 10 each.
Your Company has 2 Associate Companies in the name of "Metalrod PrivateLimited" and "Ace Matrix Solutions Limited" as at March 31 2019.
Consolidated Financial Statements
In compliance with the applicable provisions of the Companies Act 2013 and IndianAccounting Standard (IND AS)-110 on consolidated financial statements the Auditedconsolidated financial statement for the financial year ended March 31 2019 is providedin this Annual Report.
Pursuant to Section 129(3) of the Companies Act 2013 and Indian Accounting Standard -110 issued by the Institute of Chartered Accountants of India Consolidated FinancialStatements presented by the Company include the Financial Statements of its Subsidiaries.
The company has not consolidated the financial statement of the associates companies(viz. Metalrod Private Limited and Ace Matrix Solutions Limited) as the applicableaccounting standard for the time being in force exempts the consolidation of financialstatement of such associates because the investment in shares of associates was acquired/made as stock in trade and the intention of such investment was to dispose of the same innear future and further Section 129 (3) of the Companies Act 2013 read with first provisoto Rule 6 of Companies (Accounts) Rules 2014 which states that in case of a companycovered under sub section (3) of section 129 which is not required to prepare consolidatedfinancial statements under Accounting Standards it shall be sufficient if the companycomplies with provision of Consolidated Financial Statements provided in Schedule III ofthe Act and the company has duly complied with provision of Schedule III of the Act bydisclosing the name of associates not consolidated and reason thereof as mentioned above.
Further a separate statement containing the salient features of the financialstatements of subsidiaries and Associates of the Company in the prescribed form AOC-1 hasbeen disclosed in the Consolidated Financial Statements. In terms of provisions of Section136 of the Companies Act 2013 the Company shall place separate audited accounts of theSubsidiary Companies on its website.
The Company will make available physical copies of these documents upon request by anyshareholder of the Company/ subsidiary interested in obtaining the same.
These documents shall also be available for inspection at the registered office of theCompany during business hours up to the date of ensuing AGM.
During the year under review the paid up equity share capital of the Company as onMarch 31 2019 was Rs. 134364150/- (Rupees Thirteen Crores Forty Three Lakhs Sixty FourThousand One Hundred and Fifty only) divided in to 13436415 (One Crore Thirty FourLakhs Thirty Six Thousand Four Hundred And Fifteen only) equity shares of Rs. 10/- each.
Further there was no public issue rights issue bonus issue etc. during the yearunder review. The Company has not issued shares with differential voting rights sweatequity shares nor has it granted any stock options.
Further the authorised share capital of the Company is Rs. 250000000 (Rupees TwentyFive Crore) divided into 25000000 (Two Crore Fifty Lac) Equity Shares of Rs. 10/- each.
Your Company's fully paid-up equity shares continue to be listed and traded on BSELimited (BSE'). The said Stock Exchange has nation-wide trading terminals and hencefacilitates the Shareholders/Investors of the Company in trading the Shares. The Companyhas paid the annual listing fee for the Financial Year 2019-20 to the said Stock Exchange.
Your Company has arrangements with National Securities Depository Limited (NSDL')and Central Depository Services (India) Limited (CDSL') the Depositories forfacilitating the members to trade in the fully paid up equity shares of the Company inDematerialized form. The Annual Custody fees for the Financial Year 2019-20 has been paidto both the Depositories.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review your Company has complied with all the provisions ofSecretarial Standards issued by the Institute of Company Secretaries of India("ICSI") in consultation with Central Government which are mandatory to becomplied by the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Statement for the year under review as providedunder Listing Regulations is separately attached hereto and forms a part of this AnnualReport.
CORPORATE SOCIAL RESPONSIBILITY
The applicability of concept of Corporate Social Responsibility on the Companycommenced from the financial year 2016-17 as the turnover of the Company crossed Rs.1000 Crore in the financial year 2015-16. Accordingly pursuant to Section 135 of theCompanies Act 2013 the Company has constituted a Corporate Social ResponsibilityCommittee (CSR Committee). The CSR Committee comprises of two Independent Directors andthe Managing Director. The Committee had given their recommendation to incur the CSRexpenses through its wholly owned subsidiary named "RCI Skills & SocialDevelopment Private Limited" and identified the areas of Vocational Skills especiallyamong children as specified under Schedule VII of the Companies Act 2013 as primary focusarea.
Accordingly your Company has spent Rs. 28 Lakh in the financial year 2018-19. TheAnnual Report on CSR Activities is attached as ANNEXURE-5'.
Corporate Governance refers to a set of systems procedures and practices which ensurethat the company is managed in the best interest of all corporate stakeholders i.e.shareholders employees suppliers customers and society in general. Fundamentals ofCorporate Governance include transparency accountability and independence.
Your Company views Corporate Governance more as a way of business life than a merelegal obligation. The Company has adopted various practices of governance confirming tohighest ethical and responsible standard of business globally benchmarked. Strong andeffective implementation of governance practices in the Company have been rewarded interms of improved share valuations stakeholder`s confidence market capitalization etc.
A certificate from Practising Company Secretary regarding compliance of the conditionsof Corporate Governance as stipulated under Schedule V of the Listing Regulations isattached as "ANNEXURE-8" and forms part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31st March 2019 your Board comprises of 4 Directors including 2 IndependentDirectors.
Pursuant to Section 149 152 and other applicable provisions of the Companies Act2013 one-third of such of the Directors as are liable to retire by rotation shall retireevery year and if eligible offer themselves for re-appointment at every AGM.Consequently Mrs. Mamta Gupta (DIN 00503302)
Director will retire by rotation at the ensuing AGM and being eligible offer herselffor re-appointment in accordance with provisions of the Companies Act 2013.
A brief resume of the Director proposed to be re-appointed the nature of her expertisein specific functional areas names of companies in which he holds Directorshipscommittee memberships/ chairmanships their shareholding etc. are furnished in theexplanatory statement to the notice of the ensuing AGM. The Directors recommend herre-appointment at the ensuing AGM.
Further there were no changes in the Directorship of the Company.
The Company has received necessary declaration from all the Independent Directors underSection 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013 and the ListingRegulations.
As on March 31 2019 your Board comprises of 4 Directors including 2 IndependentDirectors and 1 Woman Director. The Company recognizes and embraces the importance of adiverse Board in its success. The Board has also adopted the Board Diversity Policy.
The Board met 17 times during the Financial Year 2018-19 the details of which aregiven in the Corporate Governance Report which forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013 and Listing Regulations.
Key Managerial Personnel
In compliance with the requirements of Section 203 of the Companies Act 2013 Mr.Rajeev Gupta Managing Director and Chairman Mr. Raman Singh Company Secretary and Mr.Inder Prakash Saboo Chief Financial Officer of the Company are the Key ManagerialPersonnel of the Company.
Further Mr. Raman Singh was appointed as Company Secretary on 28thFebruary 2019 in place of Abhishek Kedia.
Policy on Directors` appointment and Policy on remuneration
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act 2013 the Policyon appointment of Board members including criteria for determining qualificationspositive attributes independence of a Director and the Policy on remuneration ofDirectors KMP and other employees is attached as ANNEXURE- 2` to thisReport.
It is thereby affirmed that remuneration paid to the Directors Key ManagementPersonnel and other employees is as per the Remuneration Policy of the Company.
Performance Evaluation of the Board its Committees and Individual Directors
Pursuant to applicable provisions of the Companies Act 2013 and the SEBI (LODR) 2015the Board in consultation with its Nomination & Remuneration Committee hasformulated a framework containing inter-alia the criteria for performance evaluation ofthe entire Board of the Company its Committees and Individual Directors includingIndependent Directors.
A structured questionnaire has been prepared covering various aspects of thefunctioning of the Board and its Committee such as adequacy of the constitution andcomposition of the Board and its Committees matters addressed in the Board and Committeemeetings processes followed at the meeting Board`s focus regulatory compliances andCorporate Governance etc.
Similarly for evaluation of Individual Director's performance the questionnairecovers various aspects like his/ her profile contribution in Board and Committeemeetings execution and performance of specific duties obligations regulatorycompliances and governance etc. Board members had submitted their response on a scale of5 (excellent) 1 (poor) for evaluating the entire Board respective Committees of whichthey are members and of their peer Board members including Chairman of the Board. TheIndependent Directors had met separately without the presence of Non-Independent Directorsand the members of management and discussed inter-alia the performance ofnon-Independent Directors and Board as a whole and the performance of the Chairman of theCompany after taking into consideration the views of executive and Non-ExecutiveDirectors.
The Nomination and Remuneration Committee has also carried out evaluation of everyDirector`s performance. The performance evaluation of all the Independent Directors havebeen done by the entire Board excluding the Director being evaluated. On the basis ofperformance evaluation done by the Board it shall be determined whether to extend orcontinue their term of appointment whenever the respective term expires.
The Directors expressed their satisfaction with the evaluation process.
Familiarisation Programme for Independent Directors
The Company conducts Familiarization Programme for the Independent Directors to enablethem to familiarize with the Company its management and its operations so as to gain aclear understanding of their roles rights and responsibilities for the purpose ofcontributing significantly towards the growth of the Company. They are given fullopportunity to interact with senior management personnel and are provided with all thedocuments required and/or sought by them to have a good understanding of the Company itsbusiness model and various operations and the industry it is a part.
The Policy on Familarisation Programme for Independent Directors is also available onthe Company's website www.rciind.com under the web linkhttps://www.rciind.com/about-us/management-team/familiarisation-programme-for-independent-directors/
Further at the time of appointment of an Independent Director the Company issues aformal letter of appointment outlining their duties and responsibilities as a Director.
Committees of Board
Currently the Board has Four standing Committees viz. Audit Committee Nomination& Remuneration Committee Stakeholders Relationship Committee and Corporate SocialResponsibility Committee. The Audit Committee of the Board comprises of 3 (Three) memberswith Mr. Raj Singh Jamwal Non-Executive Independent Director as its Chairman. Duringyear under review all recommendations of the Audit Committee were accepted by the Boardof Directors of the Company.
Details of the constitution of these Committees which are in accordance withregulatory requirements have been uploaded on the website of the Company viz.www.rciind.com. A detailed note on the Board and its Committees is provided under theReport on Corporate Governance section.
Whistle Blower Policy/ Vigil Mechanism
The Board has adopted a Whistle Blower Policy (VigilMechanism) to provide opportunityto Directors/Employees/Stakeholders of the Company to report concerns about unethicalbehavior actual or suspected fraud of any Director and/or Employee of the Company or anyviolation of the Code of Conduct.
Further during the year under review no case was reported under the Vigil Mechanism.
At 27th Annual General Meeting held on Friday 20th July 2018M/s. KRA & Co. Chartered Accountants (Firm Registration No: 020266N) were appointedas the Statutory Auditors of the Company to hold office from the conclusion of 27th AnnualGeneral Meeting till the conclusion of 32nd Annual General Meeting subject to ratificationof their appointment at every Annual General Meeting.
Your Company has received a letter from M/s. KRA & Co. Chartered Accountants (FirmRegistration No: 020266N) to the effect that their appointment if made would be underthe second and third proviso to Section 139 (1) of the Companies Act 2013 and that theyare not disqualified within the meaning of Section 141 of the Companies Act 2013 readwith Rule 4(1) of the Companies (Audit and Auditors) Rules 2014.
The Audit Report given by M/s. KRA & Co. Statutory Auditors for the financial year2018-19 forming part of this Annual Report.
During the year under review the Board re-appointed Ms. Kiran Practicing CompanySecretary proprietor of M/s. Kiran & Associates Company Secretaries as theSecretarial Auditor of the Company to conduct Secretarial Audit for the financial year2018-19. The Secretarial Audit was carried out in compliance with Section 204 of theCompanies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and the Report thereon in the prescribed form MR-3 is attached asANNEXURE-3'.
The reports of Statutory Auditor and Secretarial Auditor forming part of this Annualreport do not contain any qualification reservation or adverse remarks. During the yearthe Statutory Auditors have not reported any matter under Section 143 (12) of the Acttherefore no detail is required to be disclosed under the applicable provisions of theAct.
M/s Kiran & Associates Practicing Company Secretary performs the duties ofinternal auditors of the Company and their report is reviewed by the audit committee fromtime to time.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as on March 31 2019 in the prescribed Form No. MGT-9pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 is attached as `ANNEXURE-1` to this Report.
The Annual Return of the Company as required under Companies Act 2013 will beavailable on the website of the Company at the following link: https://www.rciind.com/
Particulars of loans guarantees or investments: Pursuant to the provisions ofSection 186 of companies act 2013 the particulars of loans guarantees or investments arementioned in Note No. 4 & 5 to the Standalone Financial Statements forming the part ofannual report.
Borrowings and Debt Servicing: During the year under review your Company has metall its obligations towards repayment of principal and interest on loans availed.
Related Party Transactions: None of the transactions with related parties fallunder the scope of Section 188(1) of the Companies Act 2013. All transactions withrelated parties entered during the year were in the Ordinary Course of Business and onArm's Length and duly approved by Audit Committee of the company. The company has notentered into any transaction of a material nature with any of the related parties whichare in conflict with the interest of the company.
However as required under Companies Act 2013 the details of related partytransactions are disclosed in prescribed Form No. AOC 2 which is attached as ANNEXURE 4.
Also you may refer to Related Party transactions in Note No. 32 of the StandaloneFinancial Statements.
Deposits: Your Company has neither invited nor accepted any public deposit underchapter V of the Companies Act 2013.
Sexual harassment: The Company has zero tolerance for Sexual Harassment atworkplace and has adopted a Policy on prevention of Sexual Harassment in line with theprovisions of The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013' and the Rules made thereunder. There was no complaint on sexualharassment during the year under review.
Regulatory Orders: No significant or material orders were passed by the regulatorsor courts or tribunals which impact the going concern status and Company's operations infuture.
Material changes and commitments affecting the financial position of the Company:There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report.
Buy Back of Securities: The Company has not made any offer for buy back of itssecurities during the year under review.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
Conservation of Energy
Your Company being a manufacturer trader and exporter of Ferrous and Non-FerrousMetal products requires minimal energy consumption and every endeavor is made to ensureoptimal use of energy avoid wastages and conserve energy as far as possible.
In its endeavor to deliver the best to its customers clients and business partnersyour Company is constantly active in harnessing and tapping the latest and best technologyin the industry.
Foreign Exchange Earning & Outgo
Particulars of Foreign Exchange Earnings and Outgo during the financial year ismentioned in the financial accounts forming part of the Annual report.
PARTICULARS OF EMPLOYEES
As on March 31 2019 the total numbers of employees on the records of the Company were320. The information required under Section 197 of the Companies Act 2013 (Act')read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 along with statement showing names and other particulars of the top 10 employees interms of remuneration drawn is annexed to this report as ANNEXURE-6'.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement the Directors confirm:
a. That in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed and no material departures have been made from the same;
b. That they had selected such accounting policies and applied them consistently andmade 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. That they 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. That they had prepared the annual accounts on a going concern basis;
e. That they had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and
f. That they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
RISK MANAGEMENT SYSTEM & INTERNAL CONTROL SYSTEMS
Your Company has an effective internal control and risk mitigation system which isconstantly assessed and strengthened with standard operating procedures (SOPs) and whichensures that all the assets of the Company are safeguarded and protected against any lossand that all the transactions are properly authorized and recorded. The Company has laiddown procedures to inform audit committee and board about the risk assessment andmitigation procedures to ensure that the management controls risk through means of aproperly defined framework. The internal control systems of your Company ensures that allassets are safeguarded and protected against loss from unauthorized use or disposition andthose transactions are authorized recorded and reported correctly.
Your Company has in place adequate internal financial controls with reference tofinancial statements. Based on internal financial control framework and compliance systemsestablished in the Company the work performed by statutory internal and secretarialauditors and reviews performed by the management and/or relevant Audit and otherCommittees of the Board your Board is of the opinion that the Company's internalfinancial controls were adequate and effective during the financial year 2018-19. Duringthe year no reportable material weakness in the design or operation was observed.
Properly documented policies guidelines and procedures are laid down for this purpose.The internal control system has been designed to ensure that the financial and otherrecords are reliable for preparing financial and other statements and for maintainingaccountability of assets.
The Company also has an Audit Committee presently comprising of 3 (three) Members i.e.professionally qualified Directors who interact with the Statutory Auditors InternalAuditors and Auditees in dealing with matters within its terms of reference. The Committeeinter alia deals with accounting matters financial reporting and internal controls whichalso periodically reviews the Risk Management Process.
INSIDER TRADING CODE
In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 (the PIT Regulations') on prevention of insider tradingyour Company had instituted a comprehensive Code of Conduct for regulating monitoring andreporting of trading by Insiders. The said Code lays down guidelines which adviseInsiders on the procedures to be followed and disclosures to be made in dealing with theshares of the Company and cautions them on consequences of non-compliances.
Your Company has further put in place a Code of practices and procedures of fairdisclosures of unpublished price sensitive information. Both the aforesaid Codes are inline with the PIT Regulations.
The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of the employees have enabled the Company toremain at the leadership position in the industry. It has taken various steps to improveproductivity across the organization.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Bank i.e. March31 2019 and the date of the Directors' Report.
Statements in this Report particularly those which relate to Management Discussion andAnalysis describing the Company's objectives projections estimates and expectationsmay constitute forward looking statements' within the meaning of applicable laws andregulations and actual results might differ.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
| ||For and on behalf of the Board |
| ||Sd/- |
| ||Mr. Rajeev Gupta |
|Place: New Delhi ||Chairman & Managing Director |
|Date: 24.05.2019 ||DIN: 00503196 |