To the Members
Your directors have great pleasure in presenting the Nineteenth AnnualReport of your Company together with the Audited Statement of Accounts for the year endedMarch 312021.
Financial Summary / Highlights
The key financial parameters for the period under review are asfollows.
(Rs In Lakhs)
|Description ||Standalone ||Consolidated |
| ||2020-21 2019-20 ||2020-21 2019-20 |
|Turnover ||63265.88 ||66074.43 ||63265.88 ||66074.43 |
|Other Income ||444.37 ||479.09 ||444.37 ||479.09 |
|Total Income ||63710.25 ||66553.52 ||63710.25 ||66553.52 |
|Expenditure (other than Tax) ||57924.46 ||61169.41 ||57924.98 ||61170.04 |
|Exceptional Items || ||(581.46) ||- ||(581.46) |
|Profit before tax ||5785.79 ||4802.66 ||5785.27 ||4802.03 |
|Provision for Income Tax ||1772.38 ||1414.00 ||1772.38 ||1414.00 |
|Provision for deferred tax ||(80.93) ||75.42 ||(80.93) ||75.42 |
|Profit after Income Tax ||4094.34 ||3313.25 ||4093.92 ||3312.61 |
|Earnings Per Share (in ') ||21.74 ||21.38 ||21.73 ||21.37 |
During the year under review the Company achieved a turnover of Rs63265.88 Lakhs as against the previous year figure Rs 66074.43 Lakhs registered adecline of nearly 4.26%. The Board of Directors are happy to report a net profit after taxof Rs 4094.34 Lakhs as against Rs 3313.25 Lakhs for the earlier year registering anincrease of Rs 781.09 Lakhs.
Highlights of your Company's operations and state of affairs forthe Financial Year 2020-21 including the Management Discussion and Analysis Reportcapturing your Company's performance industry trends and other material changes withrespect to your Company wherever applicable forms part of this Annual Report.
Your Board of Directors had declared Interim Dividend of Rs 1 per share(i.e. Rupee One per share) (10%) on December 29 2020 and paid on January 27 2021 andpleased to recommend Final Dividend of ' 0.50 per share (i.e. Fifty Paise per share) (5%)in the ensuing Annual General Meeting subject to approval of the Shareholders.
Amount Transferred to General Reserve
The Board of Directors of your Company has decided not to transfer anyamount to the Reserves for the year under review.
A Report on Corporate Governance in terms of Regulation 34 of theListing Regulations along with a Certificate from Practising Chartered Accountantcertifying compliance of conditions of Corporate Governance enumerated in the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations') is presented in a separate section forming part of this AnnualReport.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under reviewgiving detailed analysis of Company's operations as stipulated under Regulation 34of the Listing Regulations is presented in a separate section forming part of this AnnualReport.
Committees of the Board:
The details of the Board's Committees - the Audit Committee theNomination & Remuneration Committee the Corporate Responsibility Committee and theStakeholders' Relationship Committee have been disclosed separately in the CorporateGovernance Report which is annexed to and forms part of this Annual Report.
Material changes and commitments if any affecting the FinancialPosition of the Company
There were no adverse material changes or commitments occurred betweenthe end of financial year and date of this report which may affect the financial positionof the Company or may require disclosure.
COVID-19 pandemic continues to spread across many parts of the worldincluding India. This has impacted all the businesses worldwide during Financial Year 2020-21. The impact of COVID-19 pandemic may be different from that estimated as at the dateof approval of standalone and consolidated financial statements.
Considering the continuing uncertainties the Company continues toclosely monitor any material changes in future economic conditions. The duration andseverity of COVID-19 pandemic and the disruption caused to global economic and businessenvironment cannot be reasonably estimated. The extent of impact of this pandemic onCompany's business operations cash flows future revenue assets and liabilitieswill depend on numerous evolving factors that currently cannot be reasonably assessed.
In the backdrop of above the Company has made assessment of therecoverability and carrying value of its assets inventories receivables and othercurrent assets and on the basis of evaluation the Company is of the view that there areno material changes and commitments affecting the financial position of the Companybetween the end of the financial year and the date of this report. The impact on thefinancial results for the Financial Year ended March 312021 because of any events anddevelopments beyond the date of this report may differ from that estimated as at the dateof approval of these financial results and will be recognised prospectively.
Given the criticalities and uncertainties associated with naturecondition and duration of COVID-19 the impact assessment on the Company's financialhealth will be continuously made and provided for as required.
Further there was no change in the nature of business of the Companyduring the period under review.
The Board during the Financial Year 2020-21 met Eight (8) times i.e.on June 10 2020 June 30 2020 August 19 2020 September 14 2020 September 28 2020November 12 2020 December 29 2020 and February 12 2021. The maximum time gap betweenany two consecutive meetings did not exceed one hundred and twenty days.
Composition of Audit Committee
The Audit Committee of the Board comprises of the following members:Mr. Pillapan Amalanathan - Chairperson Ms. Jamuna Ravikumar - Member and Mr. Dinesh KumarAgarwal - Member. All recommendations given by Audit Committee during Financial Year2020-21 were accepted by the Board.
Further details on the Audit Committee and other Committees of theBoard are given in the Corporate Governance Report which forms a part of this AnnualReport.
Directors and Key Managerial Personnel
As per Article 35 of the Articles of Association of the Company Mr.Dinesh Kumar Agarwal Director of the Company retires by rotation in the forthcomingAnnual General Meeting and being eligible offers himself for re-appointment. The
Board has recommended his re-appointment. A resolution proposing hisre-appointment forms part of the notice of AGM.
Pursuant to the recommendation of the Nomination & RemunerationCommittee (NRC) the Board in its meeting held on December 29 2020 appointed Mr. ShaileshRajagopalan as Non-Executive (Additional) and Mr. Ramesh Dugar was appointed as aNon-Executive - Independent (Additional) Director with effect from December 29 2020. Theyhold office up to the conclusion of the forthcoming AGM of the Company. Requisite noticeunder Section 160 of the Companies Act 2013 (the Act') has been received fortheir appointment. The Company has received their consent to act as the director of theCompany. Appropriate resolution seeking your approval for the aforesaid appointment isforming part of the notice convening the ensuing AGM of the company.
The Company has received necessary declarations from all theIndependent Directors confirming that they meet the criteria of independence as prescribedunder the Act and the Listing Regulations. The Independent Directors of the Company havealso registered themselves in the databank with the Indian Institute of Corporate Affairsand confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointmentsand Qualifications of Directors) Rules 2014. The Board is of the opinion that theIndependent Directors of the Company possess requisite qualifications experience andexpertise and they hold highest standards of integrity. During the year the Non-ExecutiveDirector of the Company had no pecuniary relationship or transaction with the Companyother than sitting fees and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Company.
In terms of provisions of Section 203 of the Act and the Rules madethereunder the Key Managerial Personnel of the Company are:
Mr. Anil Jain - Managing Director
Ms. Uthayakumar Lalitha - Chief Financial Officer
Mr. Gopalakrishnan Srinivasan - Company Secretary.
There has been no change in the Key Managerial Personnel during theyear.
performance evaluation of the Board its Committees and individualDirectors
Pursuant to the provisions of the Companies Act of 2013 and Regulation17(10) of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 ("theListing Regulation") the Board has carried out a formal process of performanceevaluation of the Board Committees and Individual Directors. The performance wasevaluated based on the parameters such as composition and quality of Board memberseffectiveness of Board/ Committee process and functioning contribution of the MembersBoard Culture and dynamics fulfilment of key responsibilities ethics and compliance etc.A structured questionnaire was prepared covering the above areas of competencies. All theresponses were evaluated by the Nomination & Remuneration as well as by the Board ofDirectors and the results reflected high satisfactory performance.
Meeting of independent Directors
The Independent Director of your Company met once during the yearwithout the presence of Non- Independent Directors. The meeting was conducted in aninformal and flexible manner to enable the Independent Directors inter alia to discussmatters pertaining to performance of NonIndependent Directors and the Board as a wholereview the performance of the Chairperson of the Company after taking inputs from theexecutive and Non- Executive Directors.
Directors' Responsibility Statement
In pursuance of section 134 (5) of the Companies Act 2013 theDirectors hereby confirm that:
(a) In the preparation of the annual accounts the applicableaccounting standards read with requirements set out under Schedule III to the Act had beenfollowed and there are no material departures from the same;
(b) the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 312021and of the profit of the Company for the year April 12020 to March 312021;
(c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) The Directors had prepared the annual accounts on a 'goingconcern' basis;
(e) The Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
(f) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
compliance with secretarial standards
Your Directors confirm that the Secretarial Standard - 1 on Meetings ofBoard of Directors and Secretarial Standard - 2 on General Meetings issued by TheInstitute of Company Secretaries of India have been duly complied with.
contracts or Arrangements with Related parties
All contracts and arrangements with related parties entered by theCompany during the financial year were in the ordinary course of business and on anarm's length basis and did not attract the provisions of Section 188 of the CompaniesAct 2013.
During the year the Company had not entered into any contract orarrangement with related parties which could be considered 'material' in terms of theCompany's Related Party Transactions Policy. Accordingly there are no transactionsthat are required to be reported in Form AOC-2. However details of the transactions withRelated Parties are provided in Note no. 36 of the financial statements which forms partof the Annual Report.
changes in share capital
During the year your Company has come up with further issue of sharecapital by way of Rights Issue to its existing shareholders and raised funds of Rs 24.87Crore which was opened for subscription for on July 27 2020 and closed on August 10 2020and the shares were allotted on August 19 2020.
As a result of it the paid-up share capital of your Company wasincreased from Rs 154751760 (Rupees Fifteen Crores Forty-Seven Lakhs Fifty-One ThousandSeven Hundred and Sixty) to Rs 210020240 (Rupees Twenty-One Crore Twenty Thousand TwoHundred and Forty).
The Ministry of Corporate Affairs and SEBI has provided severalrelaxations in view of difficulties faced by the Companies on account of threat posed byCOVID-19. Pursuant to General Circular No.20/2020 dated May 5 2020 issued by theMinistry of Corporate Affairs and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May12 2020 issued by SEBI the Company shall not be dispatching physical copies of financialstatements and the Annual Report shall be sent only by email to the members.
The consolidated financial statements of the Company prepared inaccordance with Indian Accounting Standards (Ind AS) notified under the Companies (IndianAccounting Standards) Rules 2015 duly audited by Statutory Auditors also forms part ofthis Annual Report.
Pursuant to provisions of Section 139 of the Companies Act 2013 readwith Companies (Audit and Auditors) Rules 2014 as amended M Krishnakumar &Associates was appointed as the Statutory Auditors of your Company at the 15th AGM held onSeptember 26 2017 for a term of five years till the conclusion of 20th Annual GeneralMeeting.
Statutory Auditor's Report
There are no qualifications reservations or adverse remarks theStatutory Auditors in their report for the Financial Year ended March 31 2021 whichrequires an explanation or comments by the Board.
The Statutory Auditors of the Company have not reported any fraud asspecified under Section 143(12) of the Companies Act 2013.
Pursuant to Section 204(1) of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors had appointed Mr. R Muthukrishnan Practising Company Secretary as theSecretarial Auditor of the Company to conduct the Secretarial Audit of the Company for theFinancial Year 2020-21. The Report of the Secretarial Auditor for the Financial Year endedMarch 31 2021 is annexed as Annexure I and same forms part of this report.
Reply to the observation of Secretarial Auditor's Report:
Due to technical issue the Company was unable to submit the AnnualReport with the Stock Exchanges within the prescribed timeline and the same was filed witha delay of two days. Further as on April 1 2020 the Company for the first time fellwithin the top 2000 listed companies and due to COVID-19 Pandemic the Company could notappoint new directors within the prescribed statutory timelines to meet the minimum numberof directors criteria as required under Regulation 17(1)(c) of the Listing Regulations.However the Company has appointed the requisite number of directors as on December 292020 to meet the aforesaid requirement.
Disclosure about cost Audit
Maintenance of Cost Records and requirements of Cost Audit asprescribed under the provisions of Section 148 (1) of the Companies Act is no applicablefor the business activities of the Company.
Internal Financial controls
The Company has appointed an Internal Auditor a Chartered Accountantto ensure the effective functioning of internal financial controls and check whether thefinancial transaction flow in the organisation is being done based on the approvedpolicies of the Company. The Management based on the internal audit observations givestheir comments. Further the Board of Directors of the Company have adopted variouspolicies like Related Party Transactions Policy Vigil Mechanism Material SubsidiaryPolicy for ensuring the orderly and efficient conduct of its business for safeguarding ofits assets for the prevention and detection of frauds and errors and for maintenance ofadequate accounting records and timely preparation of reliable financial information.
Information about the financial performance / financial position of thesubsidiaries
Vituza Solar Energy Limited continues to be the wholly owned subsidiaryof your Company. In accordance with Section 129(3) of the Act a statement containingsalient features of the financial statements of the subsidiary company(ies) in Form AOC-1is provided as part of the consolidated financial statement as Annexure ii. Hencea separate report on the performance and financial position of the subsidiary company(ies)is not repeated here for the sake of brevity.
In terms of Section 92(3) of the Act the annual return of the Companyfor the Financial Year ended March 312021 shall be available on the Company'swebsite https://www.refex.co.in/investors-information.php
particulars of conservation of Energy Technology Absorption andForeign exchange earnings & outgo.
(A) conservation of energy & technology absorption:
The Company does not engage in manufacturing activity involving energyintensive processes. However the Company has taken sufficient steps towards generalenergy saving techniques and conservation. Given the Nature of Process employed by theCompany there is no technology absorption involved.
(B) Foreign exchange earnings and outgo:
Foreign Exchange Earnings = ' NIL Foreign Exchange Outgo = Rs 1158.88Lakhs public Deposits
The Company did not invite or accept any deposits from the Public underSec 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014.
Significant & Material Orders passed by the Regulators
During the year under review no significant and material orders werepassed by the regulators impacting the Company as a going concern and its operations.
Vigil Mechanism / Whistle Blower policy
The Company has established a vigil mechanism and formulated theWhistle Blower Policy (WB) to deal with instances of fraud and mismanagement if any. Thedetails of the WB Policy are explained in the Corporate Governance Report and also postedon the website of the Company.
Disclosure Regarding Prevention of Sexual Harassment
The Company is committed to maintaining a productive environment forall its employees at various levels in the organisation free of sexual harassment anddiscrimination on the basis of gender. The Company has framed a policy on Prevention ofSexual Harassment in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 ("POSH Act"). TheCompany has also set up Prevention of Sexual Harassment Committee which is in compliancewith the requirement of the POSH Act to redress the complaints received regarding sexualharassment which has formalised a free and fair enquiry process with clear timeline.During the period under review the Company has not received any complaints of harassment.
particulars of Loans Guarantees or investments
Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Act are given in the notes to the Financial Statements.
Risk Management policy
The Company has a Risk Management Policy in place although it is notapplicable to it both under the SEBI LODR Regulations 2015 and the Companies Act 2013.However the Company has an adequate Risk Management Policy commensurate with its size andoperation. Risk Management includes identifying types of risk and its assessment riskhandling monitoring and reporting.
corporate social Responsibility
The Board has constituted Sustainability and Corporate SocialResponsibility Committee ('CSR Committee') which comprises Mr. Pillapan AmalanathanChairman Mr. Anil Jain and Mr. Dinesh Kumar Agarwal as Members.
The Board has also approved a CSR policy on recommendations of CSRCommittee which is available on the website of the Company at https://www.refex.co.in/investors-information.php
At Refex Corporate Social Responsibility has been integral part of thebusiness since its inception. Refex believes in making a difference to the lives ofmillions of people who are under privileged. It promotes Social and Economic inclusion byensuring that marginalised communities have equal access to health care serviceseducational opportunities and proper civic infrastructures. Corporate Socialresponsibility is embedded in the Refex ethos going hand in hand with the core business ofthe Company.
The Annual Report on CSR activities in accordance with Section 135 ofthe Act read with Companies (Corporate Social Responsibility Policy) Rules 2014 isannexed as Annexure iii to this Report.
particulars of Employees and Related Disclosures
The statement containing particulars of employees as required underSection 197(12) of the Act read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 does not form part of this report. Interms of Section 136 of the Act the same is open for inspection during working hours atthe registered office of your company. A copy of this statement may be obtained by themembers by writing to the Company Secretary.
The Ratio of Remuneration of each director to the median remunerationof the employees of the company and other details in terms of Section 197(12) of the Actread with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of this report as Annexure iV.
Listing with stock Exchanges
The Equity Shares of the Company are listed on the following StockExchanges:
i. BSE Limited (BSE): No. 25th Floor PJ. Towers Dalal Street FortMumbai- 400 001;
ii. National Stock Exchange of India Limited (NSE): Exchange PlazaBandra Kurla Complex Bandra East Mumbai- 400 051.
The Stock Codes allotted by these Stock Exchanges are as under:
|Name ||code |
|BSE Limited ||532884 |
|National Stock Exchange of India Limited ||REFEX |
The Company has paid listing fees to the stock exchanges for theFinancial Year 2020-21
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:
a) The Company has not accepted any deposits from the public orotherwise in terms of Section 73 of the Act read with Companies (Acceptance of Deposit)Rules 2014 and as such no amount on account of principal or interest on deposits frompublic was outstanding as on the date of the Balance Sheet
b) The Company has not issued any equity shares with differentialrights as to dividend voting or otherwise
c) The Managing Directors of the Company do not receive anyremuneration or commission from any of its subsidiaries
d) The Auditors have not reported any matter under Section 143(12) ofthe Act therefore no details are required to be disclosed under Section 134(3)(ca) of theAct.
e) The assets of the Company are adequately insured.
f) Your Company's' Industrial relations continues to be harmonious andcordial.
Your Directors would like to express their appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. Your Directorstake on record their deep sense of appreciation to the contributions made by the employeesthrough their hard work dedication competence support and co-operation towards theprogress of your Company.
| ||For and on behalf of the Board |
| ||Sd/- |
| ||Anil Jain |
|Place: Chennai ||Chairman & Managing Director |
|Date: June 30 2021 ||DIN: 00181960 |