To the Members
Your Directors have great pleasure in presenting the Seventeenth Annual Report of yourCompany together with the Audited Statement of Accounts for the year ended March 312019.
The key financial parameters for the period under review are as follows.
| || || || |
(Rs. In Lakhs)
| || |
|Description ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Turnover ||46105.17 ||7737.25 ||46105.11 ||7737.25 |
|Other Income ||185.38 ||204.12 ||185.38 ||204.12 |
|Total Income ||46290.48 ||7941.37 ||46290.48 ||7941.37 |
|Expenditure (other than Tax) ||43403.51 ||7767.55 ||43403.97 ||7768.07 |
|Exceptional Items ||- ||- ||- ||- |
|Profit before tax ||2886.97 ||173.82 ||2886.51 ||173.31 |
|Provision for Income Tax ||- ||- ||- ||- |
|Provision for deferred tax ||(276.44) ||(79.56) ||(276.44) ||(79.56) |
|Profit after Income Tax ||3163.33 ||94.26 ||3162.95 ||93.74 |
|Earnings Per Share (in Rs. ) ||20.44 ||0.61 ||20.44 ||0.61 |
During the year under review the Company achieved a turnover of Rs. 46105.11Lakhs asagainst the previous year figure Rs. 7737.25 Lakhs registering an increase of nearly496%. The Board of Directors are happy to report a net profit after tax of Rs. 3163.41 asagainst Rs. 94.26 Lakhs for the earlier year registering an increase of more than Rs. 3069Lakhs.
In order to conserve the resources of the Company your Board has not recommended anydividend for the year ended under review and has transferred the entire amount of profitto the General Reserves.
COMMITTEES OF THE BOARD:
The details of the Board's Committees - The Audit Committee The Nomination &Remuneration Committee and The Stakeholders' Relationship Committee have been disclosedseparately in the Corporate Governance Report which is annexed to and forms part of thisAnnual Report.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
No material changes and commitments have occurred after the close of the year till thedate of this report which affects the financial position of the Company.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
There are no changes in the nature of business of the Company during the financial yearunder review except that contribution from trading activities have gone upto 74% of totalrevenue as against 12.48% during the earlier year.
The Board during the Financial Year 2018-19 met four (4) times i.e. 25.05.201813.08.2018 13.11.2018 and 14.02.2019. All the Directors attended all the Board Meetings.
DIRECTORS AND KEY MANANGERIAL PERSONNEL:
As per Article 35 of the Articles of Association of the Company Shri.Dinesh KumarAgarwal Director retires by rotation in the forthcoming Annual General Meeting and beingeligible offers himself for re-appointment. The Board has recommended his re-election. Aresolution is proposed for his re-appointment in the notice.
The Independent Directors of the Company have submitted a declaration under Section149(7) of the Companies Act 2013 stating that they meet the criteria of independence asprovided in Section149(6) of the Act and there has been no changes in the circumstanceswhich may affect their status as Independent Director during the year.
During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transaction with the Company other than sitting fees and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Company.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company are Mr .T. Anil Jain Managing Director MRs. Uthayakumar Lalitha ChiefFinancial Officer and Mr. Gopalakrishnan Srinivasan Company Secretary. There has been nochange in the Key Managerial Personnel during the year .
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received necessary declaration from all the Independent Directors i.e.Sri. D. Hem Senthil Raj and Smt. Jamuna Ravikumar under Section 149(7) of the CompaniesAct 2013.
The said Independent Directors of the Company meet the criteria of their Independenceas laid down under Section 149(6) of the Companies Act 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern basis; and
(e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Provisions of section 129 (3) of the Companies Act 2013 theConsolidated financial statements drawn up in accordance with the applicable accountingstandards forms part of the report.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES
M/s. Vituza Solar Energy Limited continues to be the wholly owned subsidiary of yourCompany. The necessary AOC - 1 as required under Sub Section (3) of Section 129 of theCompanies Act 2013 read with rule 5 of Companies (Accounts) Rules 2014 is annexed to theDirectors' Report as Annexure No.IV.
EXTRACT OF ANNUAL RETURN:
Pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 an Extract of Annual Return in Form MGT 9 isannexed to this Report (Annexure I).
Pursuant to provisions of Section 139 of the Companies Act 2013 read with Companies(Audit and Auditors) Rules 2014 as amended M Krishnakumar & Associates was appointedas Statutory Auditors of your Company at the 15 th AGM held on 26th September 2017 for aterm of five years till the conclusion of 20th Annual General Meeting. In accordance withthe Companies( Amendment Act 2017 enforced on 7th May 2018 by the Ministry of CorporateAffairs the appointment of Statutory Auditors is no longer required to be ratified atevery Annual General Meeting. There are No qualifications reservations or adverse remarkgiven by the Auditors in the report which requires an explanation or comments by theBoard.
Pursuant to Section 204(1) of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed Mr. R Muthukrishnan Practising Company Secretary Chennai as the SecretarialAuditor of the Company for conducting the Secretarial Audit for the financial year2018-19. The Secretarial Audit report for the Financial year ended March 31 2019 isannexed herewith marked as Annexure II and same forms part of this report.
Reply to the observation made in the Secretarial Auditor's Report:
1. As regards delayed filing of Forms with RoC as required under the Companies Act2013 the Company shall ensure that such delays do not recur.
2(a). The Amount advanced is in the nature of Advances for a proposed commercialtransaction and shall not fall under the provision of Sec 185 of the Act.
2(b). With regard to issue of Corporate Guarantee by the Company for Rs. 3748 Lacs theNon - Compliance U/s 185 of the Act no longer holds good by virtue of obtaining theshareholders' approval in the AGM held on 31.07.2018 permitting the Company to invest/lend / issue of Guarantee upto Rs. 200 Crores. The Board also reiterates that the Directorhas ceased his concern or interest from the Company which was coming under the purview ofSection185 (1) of the Companies Act 2013. Hence the said transaction shall not fallunder the provision of Sec 185 of the Act.
3. In view of the Company getting the required approval from the Shareholders in theAGM held on 31.07.2018 the Non Compliance under Sec 186 of the Act is not continuing.
4. The default happened entirely out of the control of the Company. The Minimum penaltypaid was as per the requirement of the Stock Exchange
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
(A) Conservation of energy & Technology absorption:
The Company does not engage in manufacturing activity involving energy intensiveprocesses. However the Company has taken sufficient steps towards general energy savingtechniques and conservation.
Given the Nature of Process employed by the Company there is no technology absorptioninvolved.
(B) Foreign Exchange Earnings and Outgo:
|Foreign Exchange Earnings ||= INR 123.46 (In lakhs) |
|Foreign Exchange Outgo ||= INR 993.20 (In lakhs) |
The Company did not invite or accept any deposits from the Public under Sec 73 of theCompanies 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 were passed by theregulators impacting the company as a going concern and its operations.
INTERNAL FINANCIAL CONTROLS
The Company has appointed an Internal Auditor a Chartered Accountant to ensure theeffective functioning of internal financial controls and check whether the financialtransaction flow in the organization is being done based on the approved policies of theCompany. The Management based on the internal audit observations gives their comments.Further the Board of Directors of the Company have adopted various policies like RelatedParty Transactions Policy Vigil Mechanism Material Subsidiary Policy for ensuring theorderly and efficient conduct of its business for safeguarding of its assets for theprevention and detection of frauds and errors and for the maintenance of adequateaccounting records and timely preparation of reliable financial information. A Report ofthe Auditors Pursuant to Section 143(3) (i) of the Companies Act 2013 certifying theadequacy of Internal Financial controls in annexed with the Auditors report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177 (9) of the Act read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBIListing Regulations the Board of Directors had approved the Policy on VigilMechanism/Whistle Blower and the same was hosted on the website of the Company.
This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.Your Company hereby affirms that no Director/employee has been denied access to theChairman of the Audit Committee and that no complaints were received during the year.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the Standalone Financial Statement under Note 10to the Standalone Financial Statement).
RISK MANAGEMENT POLICY:
The Company has a Risk Management Committee in place although it is not applicable toit both under the SEBI LODR Regulations 2015 and the Companies Act 2013. However theCompany has an adequate Risk Management Policy commensurate with its size and operation.Risk Management includes identifying types of risk and its assessment risk handlingmonitoring and reporting.
CORPORATE SOCIAL RESPONSIBILITY POLICY
At Refex Corporate Social Responsibility has been integral part of the business sinceits inception. Refex believes in making a difference to the lives of millions of peoplewho are under privileged. It promotes Social and Economic inclusion by ensuring thatmarginalised communities have equal access to health care services educationalopportunities and proper civic infrastructures. Corporate Social responsibility isembedded in the Refex ethos going hand in hand with the core business of the Company.
During the year the Company has voluntarily donated a sum of Rs 5961000 towardsvarious Economic and Social causes.
RELATED PARTY TRANSACTIONS:
All transactions entered into by the Company with its related parties during the yearwere in ordinary course of business and on an arm's length basis and did not attract theprovisions of Section 188 of the Companies Act 2013. During the year the Company had notentered into any arrangement / transaction with related parties which could be consideredmaterial in accordance with the Company's Policy on Related Party Transactions andaccordingly the disclosure of Related Party Transactions in Form AOC 2 is not applicableHowever names of Related Parties and details of transactions with them are included inNote no. 36 to the financial statements provided in the Annual Report.
DISCLOSURE ABOUT COST AUDIT:
Maintenance of Cost Records and requirements of Cost Audit as prescribed under theprovisions of section 148 (1) of the Companies Act are not applicable for the Businessactivities of the Company.
PARTICULARS OF EMPLOYEES:
Disclosure pertaining to the remuneration and other details as required under Section197(12) of the Act the Rules framed there under is given in Annexure-III to the BoardReport and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules2014.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-Harassment Policy in line with the requirements of theSexual Harassment of Women at work place ( Prevention Prohibition and Redressal ) Act2013. An Internal Complaint Committee has been set up to redress complaints receivedregularly. There was no complaint received from any Women employee during the financialyear 2018-19 and hence no complaint is outstanding as on 31.03.2019 for redressal.
LISTING WITH STOCK EXCHANGES:
The Equity Shares of the Company are listed on the following Stock Exchanges:
i. BSE Limited (BSE)
25th Floor PJ. Towers Dalal Street Fort Mumbai- 400 001.
ii. National Stock Exchange of India Limited (NSE)
Exchange Plaza BandraKurla 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 financial the year 2018-19
A detailed report on Corporate Governance pursuant to Regulation 34(3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 along with the Auditors'certificate on Compliance with the mandatory provisions on Corporate Governance is hasbeen furnished in the Annual Report.
The Managing Director has issued necessary certificate to the Board in terms ofRegulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 for the Financial Year ended 31 March 2019.
PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND DIRECTORS
Pursuant to the provisions of the Companies Act of 2013 and Regulation 17 (10) of SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015 (" The ListingRegulation ") the Board has carried out a formal process of performance evaluation ofthe Board Committees and Individual DirectoRs. The performance was evaluated based on theparameters such as Composition and Quality of Board members effectiveness of Board/Committee process and functioning Contribution of the Members Board Culture anddynamics fulfilment of Key responsibilities ethics and compliance etc. A Structuredquestionnaire was prepared covering the above areas of competencies. All the responseswere evaluated by the Nomination & Remuneration committee as well as by the Board ofDirectors and the results reflected high satisfactory performance.
MEETING OF THE INDEPENDENT DIRECTORS
The Independent Director of your Company met once during the year without the presenceof NonIndependent DirectoRs. The meeting was conducted in an informal and Flexible mannerto enable the Independent Directors Inter alia to discuss matters pertaining toperformance of Non-Independent Directors and the Board as a whole as well as theperformance of the Chairperson of the Company after taking inputs from the executive andNon- Executive DirectoS.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report pursuant to Regulation 34(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for the year underreview is given as a separate statement in the Annual Report.
The assets of the Company are adequately insured.
Your Companys' Industrial relations continues to be harmonious and cordial.
Your Directors gratefully acknowledge the excellent support and co - operation extendedby all the stakeholders more particularly Bankers Shareholders Customers dealersregulatory and Govt. authorities.
Your Directors also wish to place on record their appreciation of the contribution madeby the members of the management team and the employees across all levels for the goodwork put in during the year under review.
|Place: Chennai ||For and on behalf of the Board |
|Date: 30.05.2019 ||T. Anil Jain |
| ||Managing Director |
| ||DIN:00181960 |