Your Directors are pleased to present the Twenty-Third Annual Report together withAudited Annual Financial Statements of the Company for the nancial year ended March 312018.
(Amount in Rs)
|Particulars ||FY 2017-18 ||FY 2016-17 |
|Revenue from operations ||897583006 ||789858951 |
|Other Income ||89836084 ||59341974 |
|Pro t before Interest Depreciation & Tax ||141324393 ||100549984 |
|Less: Interest ||15229937 ||4813177 |
|Less: Depreciation ||10750197 ||8562990 |
|Pro t before taxation ||115344259 ||87173817 |
|Less: Provision for current tax deferred tax and tax adjusted for earlier year ||41955227 ||29455180 |
|Pro t/(Loss ) after tax ||73389032 ||57718637 |
|Less : Re measurements of de ned bene t liability / (asset) (net of tax) ||185198 ||205447 |
|Add : Income taxes relating to items that will not be reclassi ed to Pro t or Loss ||64093 ||71101 |
|Add: Balance brought forward from last year ||203432613 ||145848321 |
|Balance available for appropriation ||276700540 ||203432613 |
|Less: Appropriations || || |
|a. Proposed dividend on equity shares || || |
|b. Dividend Distribution Tax thereon || || |
|Balance carried to Balance Sheet ||276700540 ||203432613 |
The nancial statements for the year ended 31.03.2018 have been prepared in accordancewith the Indian Accounting Standards (IND AS) noti ed under Section 133 of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014
During the year under review your Company has achieved revenue of Rs 897583006 asagainst Rs. 789858951 in the previous year. PBIDT rose to Rs 141324393 as comparedto 100549984 in the previous year. PAT for the year under review was Rs 73389032which is almost 1.27 times that of previous year's PAT of Rs 57718637.
STATE OF COMPANY'S AFFAIR AND CURRENT YEAR'S OUTLOOK
The state of Company's affair and future outlook is discussed in the ManagementDiscussion & Analysis Report which forms part of this Annual Report.
DIVIDEND AND RESERVES
In order to conserve existing resources and to meet the investment needs of theCompany your Directors do not recommend any dividend for the nancial year 2017-18.
The Company does not propose to transfer any amount to its Reserves.
CHANGE IN NATURE OF BUSINESS IF ANY
There has been no change in the nature of business of the Company during the nancialyear ended 31 March 2018.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no signi cant and material orders passed by the Regulators or Courts orTribunals during the year impacting the going concern status and the operations of theCompany in future.
The utilization of IPO proceeds as on 31.03.2018 has been reported as under :
|Particulars ||As per prospectus net amount to be deployed from issue proceeds ||Incurred upto 31.03.2018 |
|a. To nance the capital expenditure to enhance the manufacturing capacity : || || |
|Civil works ||- ||- |
|Plant and machineries ||239127000 ||37192959 |
|Pre-operative expenses ||7000000 ||- |
|Provision for contingencies ||11956000 ||- |
|Security for WBSEDCL ||20000000 ||- |
|Subtitotal (a) ||278083000 ||37192959 |
|b. General corporate purpose ||50129000 ||49849182 |
|c. Issue expenses ||27288000 ||19210714 |
|Total (a+b+c) ||355500000 ||106252855 |
|Balance amount to be utilized out of IPO proceeds || ||249247145 |
|Interim utilization of balance IPO proceeds : || || |
|Balance in Escrow Account / Current Account || ||- |
|Balance in Mutual Funds || ||249247145 |
|Total || ||249247145 |
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR 17-18 AND THEDATE OF THIS REPORT
No material changes and commitments affecting the nancial position of your Company haveoccurred between the end of the nancial year i.e. 31st March 2018 and date of this Reporti.e. 14 August 2018.
BOARD OF DIRECTORS
Directors and Key Managerial Personnel (s)
Retirement by Rotation
Smt Pragya Baid (DIN: 06622497) continues as the Woman Director on the Company's Boardin conformity with the requirements of Section 149(1) of the Companies Act 2013 andRegulation 17 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 (hereinafter referred to as SEBI (LODR) Reg 2015').
As per the provisions of Section 152(6) (c) of the Companies Act 2013 Smt Pragya Baidretires by rotation at the ensuing Annual General Meeting and being eligible offersherself for re-appointment. In view of her considerable experience and contribution to theCompany your Directors recommend her re-appointment as Director.
Appointment and Resignation
During the year under review Sri Mahendra Pratap Singh (DIN: 02028933) has resignedfrom the post of Non- Executive Independent Director w.e.f 13 October 2017.
The Board of Directors at their meeting held on 12 January 2018 has appointed SriSubrata Dutta (DIN: 08051343) as Additional Director (Independent) w.e.f. 12 January 2018subject to the approval of the shareholders at the ensuing Annual General Meeting.
Sri Sharad Kumar Bachhawat (DIN: 05161130) has been re-appointed as the IndependentDirector of the Company for a second term of 5 ( ve) consecutive years w.e.f. 1 April2019 subject to approval of the shareholders at the ensuing Annual General Meeting of theCompany by passing Special Resolution as per section 149(10) read with Schedule IV of theCompanies Act 2013.
Details of the Directors being appointed/ re-appointed as required under SEBI (LODR)Reg 2015 and Secretarial Standard -2 are provided in the Notice of 23rd Annual GeneralMeeting.
None of the Directors of the Company are disquali ed for being appointed as Directorsas speci ed in Section 164(2) of the Companies Act 2013 and Rule 14(1) of the Companies(Appointment and Quali cation of Directors)Rules 2014.
Pursuant to Section 203 of the Companies Act 2013 the Key Managerial Personnel of theCompany are Sri Shanti Lal Baid Managing Director Sri Sandeep Baid Whole-time DirectorSri Bidhan Neogi Chief Financial Of cer and Smt Mausami Das Company Secretary. Duringthe year there has been no change in the Key Managerial Personnel.
Declaration by Independent Director(s)
All the Independent Directors have furnished the requisite declarations that they meetthe independence criteria as laid down under Section 149(6) of the Companies Act 2013read with the rules made thereunder and Regulation 16 of the SEBI (LODR) Reg 2015.
Familiarization Programme undertaken for Independent Directors
In terms of Reg 25 (7) of the SEBI (LODR) Reg 2015 your Company is required toconduct Familiarisation Programme for Independent Directors (Ids) to familiarise themabout your Company including nature of Industry in which your Company operates businessmodel responsibilities of the Ids etc. During the year the Company has organizedfamiliarization programme for the Independent Directors. The Independent Directors arefamiliarized with the Company their roles rights responsibilities in the Companynature of the industry in which the Company operates etc. The details of thefamiliarization program of Independent Directors are available on the Company's websiteunder the weblink http://www.rdbgroup.in/policies.asp.
In compliance with the requirements of the provisions of section 134 149 and section178 of the Companies Act 2013 read with Rules framed thereunder and provisions ofSchedule IV of the Act as well as the SEBI (LODR) Reg. 2015 your Company has carried out aperformance evaluation programme for the Board of Directors Committees of the Board andIndividual directors for the nancial year ended 31st March 2018. The evaluation has beendone by the Board Nomination and Remuneration Committee and also by the IndependentDirectors through questionnaire taking into consideration inputs received from directorsand covering various aspects of the Board's functioning. The Committee formulatesevaluation criteria for the Directors which is broadly based on:
- Leadership & stewardship abilities
- Contributing to clearly de ne corporate objectives & plans
- Communication of expectations & concerns clearly with subordinates
- Obtain adequate relevant & timely information from external sources
- Review & approve achievement of strategic and operational plans objectivesbudgets
- Regular monitoring of corporate results against projections
- Identify monitor & mitigate signi cant corporate risks
- Assess policies structures & procedures
- Review management's succession plan
- Effective meetings
- Assuring appropriate board size composition independence structure
- Clearly de ning roles & monitoring activities of committees
- Review of corporation's ethical conduct
The Directors expressed their satisfaction over the evaluation process and resultsthereof.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) and Section 134(5) of the Act the Directors to the bestof their knowledge hereby state and con rm that:
1. In the preparation of the Annual Accounts for the year ended 31st March 2018 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
2. The Accounting Policies have been selected and applied consistently and thejudgments and estimates made are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the nancial year ended 31.03.2018 andof the pro t of the Company for that period;
3. Proper and suf cient care have been taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
4. The Annual Accounts have been prepared on a going concern basis;
5. The Internal Financial Controls to be followed by the Company have been laid downand such internal nancial controls are adequate and are operating effectively; and
6. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The employees of our Company are the core resource and the Company has continuouslyendeavored to strengthen its employer-employee relation at all levels and valueproposition. The Company is constantly working on providing the best working environmentto its human resources with a view to inculcate leadership autonomy competence anddedication among its employees. Your Company shall always place all necessary emphasis oncontinuous development of its human resources. The Company had 109 permanent employees onits rolls as on 31st March 2018.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements as stated in Regulations. The Company hascomplied with the Corporate Governance Code as stipulated under the SEBI ListingRegulations with the Stock Exchanges. The report on Management Discussion & AnalysisReport and Corporate Governance as stipulated under Schedule V Part B and Part C of theSEBI (LODR) Reg 2015 forms an integral part of this Report.
CORPORATE GOVERNANCE CERTIFICATE
In compliance with the provisions of Regulation 34 of the SEBI (LODR) Reg 2015 readwith Schedule V of the said Regulations the Corporate Governance Certi cates issued bythe Statutory Auditors M/s S.M. Daga & Co Chartered Accountants regarding compliancewith the conditions of Corporate Governance as stipulated is annexed to this Report.
CHIEF EXECUTIVE OFFICER(CEO) /CHIEF FINANCIAL OFFICER(CFO) CERTIFICATION
The CEO/CFO certi cation as required under Regulation 17(8) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 has been submitted to the Boardand forms part of the Annual Report.
SUBSIDIARIES / JOINT VENTURES/ ASSOCIATE COMPANIES
The Company does not have any subsidiary/ joint venture/ associate companies.
Your Company at its 21 AGM held on Saturday the 3 day of September 2016 had appointedM/s. S.M. Daga & Co Chartered Accountants (Firm Registration No. 303119E) as theStatutory Auditor of your Company to hold of ce from the conclusion of 21 AGM till theconclusion of 26th AGM of the Company subject to rati cation of the appointment by theMembers at every Annual General Meeting. M/s. S.M. Daga & Co Statutory Auditors videletter dated 13th August 2018 have resigned from the position of Statutory Auditors ofthe Company after conducting audit of the Company for the rst quarter ended June 2018resulting into a casual vacancy in the of ce of Statutory Auditors of the Company asenvisaged by Section 139(8) of the Companies Act 2013 (the Act).
The Board of Directors based on the recommendation of the Audit Committee and pursuantto the provisions of Section 139(8) of the Act have appointed M/s. L B Jha & Co.Chartered Accountants (Firm Registration No. 301088E) w.e.f 14th August 2018 to ll thecasual vacancy who shall hold of ce as the Statutory Auditor of the Company till theconclusion of 23 Annual General Meeting subject to approval by the Members at the ensuingAnnual General Meeting.
Further the Board of Directors based on the recommendation of the Audit Committee andpursuant to Sections 139 141 142 and other applicable provisions if any of the Actread with the Companies (Audit and Auditors) Rules 2014 have also recommended theappointment of M/s. L B Jha & Co. Chartered Accountants (Firm Registration No.301088E) as Statutory Auditor of your Company to hold of ce for a period of veconsecutive years from the conclusion of the 23 Annual General Meeting till theconclusion of the 28 Annual General Meeting of the Company to be held in the year 2023 onsuch remuneration as may be mutually agreed upon between the Board of Directors of theCompany and the Auditor plus taxes as applicable and reimbursement of out-of-pocketexpenses.
It may be noted that your Company has received consent letter and eligibility certicate from M/s. L B Jha & Co. to act as Statutory Auditor of the Company along with acon rmation that their appointment if made would be within the limits prescribed underthe Companies Act 2013.
The report given by the auditors on the nancial statements of the Company is part ofthe Annual Report. There is no quali cation reservation or adverse remark made by thestatutory auditors in their report nor have they reported any instances of fraud underSection 143 (12) of the Companies Act 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had appointed Ms. Disha Dugar Practicing Company Secretary to undertake theSecretarial Audit of the Company for the nancial year 2017-18. The Report of theSecretarial Audit is annexed herewith as Annexure A. There are no quali cations in theReport.
The Company has complied with Secretarial Standards 1 and 2 relating
to Board and General Meetings.
As per the Companies (Cost Records & Audit) Amendment Rules 2014 dated 31stDecember 2014 the products of the Company do not fall under any of the Central ExciseTariff Act 1985 heading which are covered for applicability of the above rules. HenceCost Audit is not applicable to the Company.
Pursuant to Section 138(1) of the Act M/s Garg Narender & Co. CharteredAccountants has been appointed as the Internal Auditor of your Company for the nancialyear 2017-18 to conduct the internal audit of your Company. The Internal Auditor reportsto the Audit Committee of the Board of your Company and the report of internal audit isalso placed at the meetings of the audit committee for review.
Your Company has neither accepted nor renewed any deposits from public within themeaning of Chapter V of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the year.
The paid up equity share capital of the Company as at 31st March 2018 stood at Rs177148000. There has been no change in the Share Capital of the Company during theyear. Further the Company has not issued shares with differential voting rights nor hasgranted any stock options or sweat equity shares. As on March 31 2018 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.There is no change in the share capital of the Company during the nancial year ended 31stMarch 2018.
DEMATERIALIZATION OF SHARES
The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the Depository system members are requested to avail thefacility of dematerialization of shares with either of the Depositories as aforesaid. Ason 31 March 2018 90.74% of the share capital stands dematerialized.
EXTRACT OF THE ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub Section (3) of section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extract of the Annual Return in Form no MGT-9 forms part of the Board'sReport and is annexed herewith as Annexure B.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to conservation of energy technology absorption foreignexchange earnings and outgo as per section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure D whichforms part of the Report.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors regularly meets to discuss and decide on various matters. Duringthe year under review six Board meetings were convened and held on 27 May 2017 14August 2017 14 September 2017 14 December 2017 12 January 2018 and14 February 2018 the details of which are given in the Corporate Governance Report. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013 aswell as the SEBI (LODR) Reg 2015.
The composition and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report forming a part of this Annual Report. All the recommendationsmade by Audit Committee were accepted by Board.
Nomination and Remuneration Committee
The composition and terms of reference of the Nomination and Remuneration Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.
Stakeholders Relationship Committee
The composition and terms of reference of the Stakeholders Relationship Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.
Meeting of Independent Directors
A Meeting of Independent Directors of the Company was held on 14 February 2018. TheIndependent Directors at their meeting assessed the quality quantity and timeliness of owof information between the Company management and the Board of Directors of the Company.Also the performance of the non-independent directors and the Board as a whole wasreviewed.
The details of all the above committees along with composition terms of referenceattendance at meetings are provided in the report on Corporate Governance forming part ofthe Annual Report. There has been no instance where the Board has not accepted therecommendations of the Audit Committee.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM POLICY
The Company has adopted a Whistle Blower Policy for Directors and Employees to reporttheir concerns about unethical behavior actual or suspected fraud or violation of theCompany's Code of Conduct. The policy provides for adequate safeguards againstvictimization of Directors and employees who avail of the mechanism and also provided fordirect access to the Chairman of the Audit Committee. The Vigil Mechanism (Whistle BlowerPolicy) is available at the Company's weblink : http://www.rdbgroup.in/policies.asp.
During the year no case was reported under this policy and no personnel have beendenied access to the Audit Committee.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNELAND SENIOR MANAGEMENT PERSONNEL
The Board on the recommendation of the Nomination & Remuneration Committee hasframed a policy for selection/appointment/ remuneration of Directors Key ManagerialPersonnel and Senior Management. The remuneration policy of the Company aims to attractretain and motivate quali ed people at the Executive and Board levels. The remunerationpolicy seeks to employ people who not only ful ll the eligibility criteria but also havethe attributes needed to t into the corporate culture of the Company. The Company's policyrelating to appointment of Directors payment of managerial remuneration directors' qualications positive attributes independence of Directors and other related matters asprovided under Section 178(3) of the Companies Act 2013 is furnished in Annexure E andforms part of this Report.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Your Company has adequate internal control procedures commensurate with its size andnature of business. The policies and procedures adopted by the Company ensures the orderlyand ef cient conduct of business and adherence to Company's policies prevention anddetection of frauds and errors accuracy and completeness of accounting records and timelypreparation of reliable nancial information. The adequacy of internal control systems arereviewed by the Audit Committee of the Board in its periodical meetings .Internal Audit isconducted periodically by Chartered Accountant who verify and report on the ef ciency andeffectiveness of internal controls.
Necessary certi cation by the Statutory Auditors in relation to Internal FinancialControl u/s 143(3) (i) of the Companies Act 2013 forms part of the Audit Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.
A. Amount outstanding as on 31st March 2018:
|Particulars ||Amount (Rs. in lacs) |
|Loans given ||4255 |
|Guarantee given ||Nil |
|Investments made ||Nil |
B. Loans Guarantee and Investments made during the Financial Year 2017-18:
|Name of the entity ||Relation ||Amount ( Rs. In Lacs) ||Particulars of loans guarantees given or investments made ||Purpose for which the loans guarantees and investments are proposed to be utilised |
|RDB Mumbai - Infrastructure P Ltd ||None ||650 ||Interest bearing unsecured loan ||General Corporate Purpose |
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties during the nancial year were on an arm'slength basis and were in the ordinary course of business and in compliance with theapplicable provisions of the Companies Act 2013 and the SEBI (LODR) Reg 2015. Furtherthere were no materially signi cant related party transactions during the year underreview made by the Company with Promoters Directors Key Managerial Personnel or otherdesignated persons which may have a potential con ict with the interest of the Company atlarge. Accordingly the disclosure required under Section 134(3) (h) of the Act read withRule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is not applicable to yourCompany. As required under the SEBI (LODR) Reg 2015 related party transactions areplaced before the Audit Committee for approval. Wherever required prior approval of theAudit Committee is obtained on an omnibus basis for continuous transactions and thecorresponding actual transactions become a subject of review at subsequent Audit CommitteeMeetings. The details of related party transactions are disclosed and set out in Note No.36 to the Financial Statements forming part of this Annual Report.
The Policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website and may be accessed at the weblink http://www.rdbgroup.in/policies.asp.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the requirement under Section 135 of the Companies Act 2013 and Rules madethereunder a Report on CSR activities and initiatives taken during the year in theprescribed format is given in Annexure F which is annexed hereto and forms part of theDirectors' Report. The policy is available on the website of the Company at the weblink :http://www.rdbgroup.in/policies.asp.
RISK MANAGEMENT POLICY
The Company has formulated a Risk Assessment & Management Policy which identifyevaluate business risks and opportunities. The details of the same are covered in theManagement Discussion and Analysis Report forming part of the Board's Report.
HEALTH ENVIRONMENT AND SAFETY
Employees of the Company are the most valuable assets and their robust health andsafety is one of the top priorities of the organization. The Company has committed tomaintaining highest standard of safety health environment protection and is complyingwith all applicable statutory requirements. Your Company is committed to provide a safeand secure environment to its women employees across the organization. Your Directorsfurther state that during the year under review there were no cases led pursuant to theSexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company is committed to create a safe and healthy working environment that enablesthe employees to work without fear or prejudice gender bias and sexual harassment atworkplace.
Accordingly in accordance with the provision of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 your Company has formulated and adopteda Policy for Prevention Prohibition and Redressal of Sexual Harassment at Workplace. TheCompany has complied with provisions relating to the constitution of Internal ComplaintsCommittee under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 [14 of 2013]
During the year under review no complaints were received under the provisions of TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Board is grateful for continuous patronage of the valued customers of your Company.Your Directors wish to take the opportunity to thank the Central Government StateGovernments Financial Institutions and Banks dealers and Customers shareholders and toall others who are continuing their support and assistance to the Company. Further yourDirectors express their deep sense of appreciation towards all the employees and staff ofthe Company for their unstinted support and trust.
| ||By order of the Board |
| ||RDB Rasayans Limited |
|Place : Kolkata ||Sd/- |
|Date : 14th Day of August 2018 ||Mausami Das |
| ||Company Secretary |