Your Directors have pleasure in presenting the 29th (Twenty Ninth) AnnualReport on the business and operations of the Company together with the audited accountsfor the financial year ended March 31 2020.
The financial performance of your Company for the financial year ended March 31 2020is summarized below:-
(Amount in Rs. Lacs)
|Particulars || |
Standalone - Year Ended*
Consolidated - Year Ended*
|Year ended on 31st March 2020 ||Year ended on 31st March 2019 ||Year ended on 31st March 2020 ||Year ended on 31st March 2019 |
|Revenue from Operations' ||38882.65 ||163693.87 ||45683.10 ||199780.49 |
|Other Income ||1707.53 ||541.97 ||1726.63 ||559.40 |
|Total Income ||40590.18 ||164235.84 ||47409.73 ||200339.89 |
|Total Expenses ||51198.18 ||161584.22 ||60404.90 ||195774.76 |
|Profit/(Loss) before extraordinary items and tax ||(10608.00) ||2651.62 ||(12995.17) ||4565.13 |
|Less: Tax Expenses: || || || || |
|Current Tax || ||878.44 || ||878.46 |
|Deferred Tax ||(74.75) ||20.11 ||(74.53) ||20.10 |
|Minimum Alternate Tax ||- ||- || || |
|Profit/(Loss) for the period ||(14247.67) ||1753.07 ||(16635.05) ||3666.57 |
During the period under review based on standalone financial statements the Companyearned Total revenue amounting to Rs. 40590.18/- Lakhs as Compared to Rs. 164235.84/-Lakhs in the previous year. Loss after tax stood at Rs. 14247.67/- Lakhs as againstProfit after tax of Rs. 1753.07/- in the previous year.
During the period under review the Company's Consolidated revenue for the year ended31st March 2020 was Rs. 47409.73/- Lakhs compared to Rs. 200339.89/- Lakhsfor the period ended 31st March 2019. The Consolidated Net Loss for the yearended 31st March 2020 Rs. 16635.05/- Lakhs compared to profit of Rs.3667.57/- Lakhs for the period 31st March 2019. The Consolidated totalComprehensive loss for the year ended 31st March 2020 was Rs. 15843.17/- Lakhscompared to total comprehensive profit of Rs. 4076.44/- for the year ended 31stMarch 2019.
Your Company has incurred heavy losses amounting to Rs. 158.43 Crores during the year31st March 2020. Further the Company borrowings are being declared as NonPerforming assets (NPA) by the lenders due to non-payment of interest and borrowed on duesdates on.
SUMMARY OF FINANCIAL HIGHLIGHT
During the Financial year ended on 31st March 2020 Company has faced a challenge forthe business environment with economic and slows down consumption. Your Company hasincurred heavy losses amounting to Rs. 142.20/- Crores during the year under review.Further your Company borrowing were declared as Non Performing Assets (NPA) by the Bankersdue to non-payment of borrowed and interest amount on due dates during the Current year.Due to this reason company has bear a lot of challenges in the field of business growth.Although your company are in the process of revival & restructuring with their lendersfor come out from this worst situation.
Further the industries faced severe liquidity crunch for a variety of reasons. YourCompany has also faced a liquidity crunch during the current year. And also company hasreceived Notices dated from the GST department for attaching the financial accounts of theCompany which has also an impact on the liquidity position during the current year.
We all are aware that economic crisis consequent to the spread of the novelCoronavirus-19 which impacted in the businesses and the Society at large. Your Company isalso taking several measures and steps to cop up from such situation with the help of itsbankers by restructuring and revival plan with our lenders.
RESERVES & SURPLUS
The Company's reserve & surplus for the financial year ended March 31 2020 is Rs.251156186/-as compared to the previous year it was Rs. 1193578579/-.
In view of losses incurred during the period under review the Board of Directors doesnot recommend any dividend on the equity shares for the financial year ended March 312020.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
As per Section 124(6) of the Companies Act 2013 read with Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 as amendedfrom time to time all the shares in respect to which dividend has remainedunclaimed/unpaid for a period of seven Consecutive year or more are required to transferin the name of IEPF but the company is not required to transfer the said amount to theIEPF established by the Central Government for during the year under the review.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
The Company has following Subsidiary Companies and Associate Companies as on March 312020:
|Name & Address of the Company ||Holding/ Subsidiary/ Associate ||% of Shares held ||Applicable Section |
|1. RCI World Trade Link DMCC Dubai(U.A.E.) ||Subsidiary ||100 ||2(87) |
|2. Ace Matrix Solutions Limited ||Associate ||22 ||2(6) |
|3. Metalrod Private Limited ||Associate ||34.27 ||2(6) |
During the Financial year ended on March 31 2020 the Company has two Associate Companyi.e Ace Matrix Solutions Limited & Metalrod Private Limited and the Company has soldits equity stake in RCI skills & Social Development Private Limited to others and thusbecoming a non-subsidiary company.
In accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013a statement containing salient features of the financial statements of the Company'sSubsidiaries/Joint Ventures/associates and the report on their performance and financialposition in Form AOC-1 is annexed to the financial statements and forms part of the AnnualReport which covers the financial position of the associate Company.
In accordance with third proviso to Section 136(1) of the Companies Act 2013 theAnnual Report of your Company containing therein its audited standalone and theconsolidated financial statements has been placed on the website of the Company.
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 2020 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 Authorised Share Capital of the Company is Rs.250000000 (Rupees Twenty Five Crore) divided into 25000000 (Two Crore Fifty Lac)Equity Shares of Rs. 10/- each.
During the Financial year ended on March 31 2020 Company has converted of 560000Unsecured Zero Coupon Compulsory Convertible Debenture (CCD's) of Face Valueof Rs. 900 each which aggregating to Rs. 50.40 crores into 2240000 equity shares of Rs.10/- to the person(s) belonging to Promoter and Non-promoter category. After theconversion the Paid up Share Capital of the Company is Rs. 156764150/- (Rupees FifteenCrores Sixty Seven Lacs Sixty Four Thousand One Hundred and Fifty Only) divided into15676415 (One Crore Fifty Six Lakh Seventy Six Thousand Four Hundred and Fifteen) EquityShares of Rs. 10/- each.
The Company has complied all compliances related to conversion of CCD's into EquityShares in accordance with the Companies Act 2013 read with rules made thereunder if anyand other applicable provision of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 SEBI (Issue of Capital and DisclosureRequirement) Regulation 2018 except trading approval of 2240000 Equity Shares. Furtherthe company is in the process of getting trading approval from the BSE Limited.
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 2020-21 to the said Stock Exchange.
DEMATERIALISATION OF SHARES
The Company has admitted its Equity Shares to the depository system of NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL) for dematerialization of shares.
As on 31st March 2020 15676415 Equity Shares representing 85.71% of the Equity ShareCapital of the Company are in dematerialized form.
Note: There is a differences in the Equity shares of 2240000 reason being companyhad issued 2240000 equity shares out of conversion of 5 60000 Unsecured Zero CouponCompulsory Convertible Debenture (CCD's) dated 02nd August 2019 and theapplication for listing of Equity Shares was approved by the BSE Limited but tradingapproval of such equity shares was pending due to some circumstances and spread ofCOVID-19. Further company is in the process of getting trading approval from the BSELimited at the earliest.
The Equity Shares of the Company are compulsorily traded in dematerialized form asmandated by the Securities and Exchange Board of India (SEBI). The InternationalSecurities Identification Number (ISIN) allotted to the Company with respect to its EquityShares is INE140B01014.
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 2020-21 has been paidto both the Depositories.
COMPLIANCE WITH SECRETARIAL STANDARD
During the period under the review your Company has complied with all the provisionsof Secretarial Standards issued by the Institute of Company Secretary 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.
EXTRACT OF ANNUAL RETURN
In terms of Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) ofCompanies (Management & Administration) Rules 2014 the extract of Annual Return ofthe Company in Form MGT-9 is attached as ANNEXURE-1' to this Report.
Whereas in pursuant to the Companies (Amendment) Act 2017 the act has madesubstitution under Section 134(3) (a) of the Companies Act 2013 to place the extract ofAnnual Return on the website of the Company. As to comply with the said provision theCompany has placed the extract of Annual Return in Form MGT-09 on the website of thecompany i.e www.rciind.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the Financial Year ended 31st March 2020 Mr. Raj Singh Jamwal hasresigned from the office of the Independent Director of the Company w.e.f 30thNovember 2019. Further Mr. Anil Kumar Jain has also resigned from the post of IndependentDirector w.e.f 08th May 2020.
However Company has appointed Mr. Mukesh Kumar Tyagi (DIN: 08698810) and Mr. RiteshKumar (DIN: 08698796) as an Independent Director of the Company with effect from 08thMay 2020.
The Board is comprises with four directors including two Independent Director of theCompany.
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 Mr. Rajeev Gupta (DIN 00503196) Director will retire by rotation at theensuing AGM and being eligible offer himself for re-appointment in accordance withprovisions of the Companies Act 2013.
A brief resume of the Director proposed to be re-appointed the nature of his 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.
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.
During the period under the review your Board comprises of 4 Directors including 2Independent Directors and 1 Woman Director. The Company recognizes and embraces theimportance of a diverse Board in its success. The Board has also adopted the BoardDiversity Policy.
The Board met 15 times during the Financial Year2019-20 the details of which are givenin the Corporate Governance Report which forms part of this Annual Report. The interveninggap between any two meetings was within the period prescribed by the Companies Act 2013and Listing Regulations.
Key Managerial Personnel
During the period under review Mr. Anand Kumar Pandey was appointed as CompanySecretary of the Company in place of Mr. Raman Singh with effect from 01stJuly 2019. Further Mr. Anand Kumar Pandey has resigned from the post of Company Secretaryof the Company with effect from 22nd October 2019. Therefore Ms. Jyoti Sharmawas appointed as Company Secretary of the Company with effect from 08th May2020.
In compliance with the requirements of Section 203 of the Companies Act 2013 Mr.Rajeev Gupta Managing Director and Chairman Mr. Inder Prakash Saboo Chief FinancialOfficer and Ms. Jyoti Sharma Company Secretary of the Company are the Key ManagerialPersonnel of the Company.
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.
Familiarization Program for Independent Directors
The Company conducts Familiarization Program 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 Familiarization Program for Independent Directors is also available onthe Company's website www.rciind.com under the weblinkhttps://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 the Board
The Company's Board has the following Committees:
(i) Audit Committee
(ii) Nomination and Remuneration Committee
(iii) Stakeholders' Relationship Committee
(iv) Corporate Social Responsibility Committee
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.
The Board has constituted an Audit Committee which comprises Mr. Mukesh Kumar TyagiChairman (Independent Director) Mr. Rajeev Gupta Managing Director and Mr. Ritesh KumarIndependent Director as the Members during the period under the review. The Board ofDirectors has accepted all the recommendations of the Audit Committee.
Whistle Blower Policy/ Vigil Mechanism
The Board has adopted a Whistle Blower Policy (Vigil Mechanism) 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.
CORPORATE SOCIAL RESPONSIBILITY
A brief outline of the Corporate Social Responsibility Policy of the Company and therelated details for the period 2019-20 are set out in ANNEXURE 5 ofthis report as per the format prescribed in the Companies (Corporate Social ResponsibilityPolicy) Rules 2014. The Composition of CSR committee and other related details areprovided in the Corporate Governance section forming part of this Report. The policy isavailable on the website of the Company.
During the period under review your company is required to spend a specified amount ofits profit towards Corporate Social Responsibility (CSR). The company was required tospent Rs. 39.83 lacs in the financial year 2019-20 towards its CSR. However due to ongoingfinancial difficulties by the Company the same was not spent by the Company by the end ofMarch 31 2020. Further the Company has also not transferred the unspent CSR amount tospecified fund/bank account as stipulated under Section 135 of the Companies Act 2013.The Annual Report on CSR Activities is annexed as ANNEXURE-5'to this report.
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 Practicing Company Secretary regarding compliance of the conditionsof Corporate Governance as stipulated under Schedule V of the Listing Regulations isannexed as ' ANNEXURE-10' and forms part of this Report.
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. (erstwhile Statutory Auditors) for thefinancial year 201819 forming part of this Annual Report.
The report of Statutory Auditor forming part of this Annual report with qualifiedopinion with their remarks during the period under the review.
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 financialyear2019-20. 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 Secretarial Auditor forming part of this Annual report do not containany qualification reservation or adverse remarks during the period under the review.
Secretarial Compliance Report
Pursuant to the provision of Regulation 24A of SEBI (Listing Obligation and DisclosureRequirements) 2015 M/s Kiran & Associates Company Secretaries in practice hasundertaken the Secretarial Compliance Report of the Company for the Financial Year2019-20. The Report of the Secretarial Compliance Report in prescribed format for theperiod ended 31st March 2020 is annexed as ANNEXURE-4'to theReport.
Reconciliation of Share Capital Audit Report
As per the directive of Securities and Exchange Board of India M/s Vijay Jain &Company Company Secretaries NewDelhi undertook the Reconciliation of Share CapitalAudit on a quarterly basis. The purpose of the audit is to reconcile thetotal number ofshares held in National Securities Depository
Limited (NSDL) Central Depository Services (India) Limited(CDSL) and in physical formwith the respect to admitted issued and paid up capital of the Company.
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.
M/s Cheena & Associates (Membership No. 29419) Practicing Cost Accountant have beenre-appointed to audit the cost records of the Company for the Financial Year 2020-21 forconducting the audit of the cost records of the Company.
Particulars of loans guarantees or investments: Details of Loans Guarantees andInvestments covered under the provisions of Section 186 of the Companies act 2013 areprovided in the accompanying Financial Statement forming the part of annual report.
Borrowings and Debt Servicing: During the year under review Company borrowings arebeing declared as Non Performing Assets (NPA) by the lenders due to non-payments ofinterest and borrowed amount as Company incurred losses during the year ended on 31stMarch 2020.
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-6.
Also you may refer to Related Party transactions in Note No 34 of the StandaloneFinancial Statements.
Public Deposits: Your Company has neither invited nor accepted any public depositunder chapter 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.
Significant and Material Order: No significant or material orders were passed bythe regulators or courts or tribunals which impact the going concern status and Company'soperations in future. However Company has received Show Cause Notice from GSTIntelligence Gurugram Zonal Unit.
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 2020 the total numbers of employees on the records of the Company were251. 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-7'.
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 judgements 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 year2019-20. 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 noncompliances.
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.
Your Company always endeavours to promptly respond to shareholders'requests/grievances. Each and every issue raised by the shareholders is taken up withutmost priority and every effort is made to resolve the same at the earliest. TheStakeholders Relationship Committee of the Board periodically reviews the status of theredressal of investors' grievances.
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 |
| ||Chairman & Managing Director |
| ||DIN 00503196 |
|Place: New Delhi || |
|Dated: 31.08.2020 || |