Your Directors are pleased to present the 42nd Annual Report on the affairs of theCompany along with the Audited Financial Statements for the financial year ended on March31 2020.
(Rs. in Lakh)
|Particular ||FINANCIAL YEAR 2019-20 ||FINANCIAL YEAR 2018-19 |
|Revenue from Operations (including other income) ||30085.02 ||32549.79 |
|Earning Before Depreciation Interest and Tax (EBIDTA) ||2944.08 ||2781.81 |
|Less: Depreciation ||733.83 ||670.97 |
|Less: Finance Cost ||1132.88 ||1307.18 |
| ||1866.71 ||1978.15 |
|Profit Before Tax ||1077.37 ||803.66 |
|Tax Expenses ||144.26 ||394.52 |
|Profit After Tax ||933.11 ||409.14 |
|Other Comprehensive Income ||12.74 ||(3.76) |
|PAT after Other Comprehensive Income ||945.85 ||405.38 |
|Earning Per Share (Basic & Diluted) ||14.68 ||10.28 |
The paid-up share capital as on March 31 2020 stood at Rs. 75435630 comprising7543563 shares of Rs. 10 each pursuant to an issue of 3562713 equity shares of Rs. 10each by the way of a Rights Issue. During the year under review the company has redeemedall its preference shares. The details of Rights Issue are as follows:
During the period under review the company has issued equity shares on a right basis toexisting shareholders of the company. The Rights Issue was opened on July 08 2019 andclosed on July 22 2019. The company received valid applications for 3562713 sharesamounting to Rs. 2315.76 Lakh. Post the Rights Issue and the redemption of preferenceshares the paid-up capital of the company stood at:
|Equity Share Capital ||754.35 Lakh |
The Company does not propose to transfer any sum to the General Reserve out of theamount available for appropriation.
DIVIDEND ON EQUITY SHARES
Your Directors are pleased to recommend a dividend of 10% (i.e. Rs. 1.00/- per Share)on Equity Shares of Rs. 10/- each for the Financial Year ended March 31 2020. If thedividend as recommended above is approved by the Members at the Annual General Meetingthe total outflow towards dividend on Equity Shares for the year will be Rs. 75.43 Lakh(Dividend Distribution Tax is not applicable).
During the Financial Year 2019-20 your Company has not invited accepted or renewedany deposits within the meaning of Section 73 74 and 76 of the Companies Act 2013 readtogether with the Companies (Acceptance of Deposit) Rules 2014 as amended. The Borrowingtaken from the Directors is stated in the financial statement note no.17.
RISK & RISK MANAGEMENT
The Audit Committee closely monitors all risks that could have a negative impact on theCompany. Our Enterprise Risk Management (ERM) framework encompasses practices related tothe identification analysis evaluation treatment mitigation and monitoring of thestrategic operational legal and compliance risks to achieving our key businessobjectives. Risks which were reviewed by the Audit Committee are Financial RiskCompliance Risk Hazardous Risk and Employee Related Risk Liquidity Risk Commodity Riskand Market risk. The focus of risk management is to assess risks and deploy mitigationmeasures. In accordance with SEBI (Listing Obligations and Disclosures Requirements)Regulation 2015 (herein after called 'Listing Regulations') the Board members wereinformed of risk assessment and minimization procedures after which the Board formallyadopted steps for framing implementing and monitoring the risk management plan for theCompany. In order to achieve the key objectives the policy establishes a structured anddisciplined approach to Risk Management in order to guide decisions on risk- relatedissues.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Mr. Ameya Shroff has been re-appointed as WholetimeDirector designated as Executive Director with effect from August 01 2019.
Mrs. Dipika Shroff was appointed as a director liable to retire by rotation by theshareholders at the last Annual General Meeting (AGM) of the Company held on September 072019.
During the period under review Mr. K. L. Sonthalia Mr. Ramadoss Srinivasan and Mr.Narayan Shroff were re-appointed as independent directors of the Company by theshareholders at the last AGM of the Company held on September 07 2019 for a term of fiveyears.
The term of contract of Mr. Sanjiv Shroff Managing Director of the Company is up toAugust 31 2020. The Board of Directors on recommendation of Nomination and RemunerationCommittee wishes to re-appoint him as Managing Director for a period of three years witheffect from September 01 2020. The resolution seeking approval of shareholders for there-appointment of Mr. Sanjiv Shroff Managing Director has been incorporated in the noticeof Annual General Meeting along with brief detail about him.
In accordance with the provisions of Section 152 and other applicable provisions ifany of the Companies Act 2013 read with the Companies (Appointment and Qualification ofDirectors) Rules 2014 (including any statutory medicati'ons(s) or re-enactment(s) thereoffor the time being in force) and the Articles of Association of the Company Mr. N. G.Khaitan (Non-Executive & Non-Independent Director) is liable to retire by rotation atthe ensuing AGM and being eligible has offered himself for re- appointment.
The Board of Directors recommend the aforementioned re-appointments of Mr. SanjivShroff and Mr. N.G. Khaitan.
Brief details of Directors proposed to be appointed /re-appointed as required underRegulation 36 of the SEBI Listing Regulations are provided in the Notice of Annual GeneralMeeting.
During the year Mr. Amar Inder Singh Jassar Chief Financial Officer of the Company hasresigned from the company with effect from October 19 2019 and Mr. ChandrasekaranRajagopalan has been appointed as the Chief Financial Officer of the company in themeeting of Board of Directors held on November 11 2019.
Additionally during the financial year 2020-2021 Mr. Vimal Tank Company Secretary ofthe Company has resigned from the post with effect from April 30 2020 and Mr. ChiragGupta has been appointed as the Company Secretary of the company with effect from June26 2020.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of Independence as prescribed under Section 149 ofthe Companies Act 2013 and Regulation 16 & 25 of Listing Regulation. The IndependentDirectors have also confirmed that they have complied with the Company's code of conduct.
Further a familiarization program has been conducted for Independent Directors and thedetails are uploaded on the company's website www.reliancechemotex.com.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company recognizes the importance of its employees as a key asset instrumental inits growth. The Company believes in acquisition retention and betterment of talented teamplayers. With the philosophy of inclusive growth the Company has further redefined itsperformance management system. The new system focuses on progression of individualemployees together with organizational goals. Under the new system there is an increasedthrust on job rotation and multi-skilling. The company's Human Resource Department iscommitted to positively developing employees with a focus on productivity quality andcustomer satisfaction. In order to maintain a skilled workforce the company regularlyprovides in-house training to its employees and also deputes them to machinerymanufacturers and training institutes for specific training as and when the need arises.
The Company has a well-developed management information system which provides therequired information to the all levels of management. Such reports are routinely analyzedand effective steps are taken to control the product quality efficiency utilizationproductivity in company.
The strength of the company's workforce at the end of financial year was 1576. Thisincludes both skilled and unskilled manpower.
Pursuant to Provision of the Companies Act 2013 read with Rules issued thereunder andthe SEBI (Listing Regulations) the Board of Directors has carried out an annualevaluation of its own performance board committees and individual directors. Theperformance of the Board was evaluated by the Board after seeking inputs from all thedirectors on the basis of criteria such as the Board composition and structureelectiveness of Board processes information and functioning etc. The performance of thecommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of criteria such as the composition of committees electiveness of committeemeetings etc. The above criteria are based on the Guidance Note on Board Evaluationissued by the Securities and Exchange Board of India. In a separate meeting of IndependentDirectors the performance of Non-Independent Directors the Board as a whole and theChairman of the Company was also evaluated taking into account the views of ExecutiveDirectors and Non-Executive Directors. The Board and the Nomination and RemunerationCommittee reviewed the performance of individual Directors on the basis of criteria suchas the contribution of the individual Director to the Board and committee meetings likepreparedness on the issues to be discussedmeaningful and constructive contribution andinputs in meeti'ngsetc.
MEETINGS OF BOARD
The Board of Directors met four times during the year on 04.05.2019 09.08.201911.11.2019 and 27.01.2020.The frequency of and the quorum at these meetings were inconformity with the provisions of the Companies Act 2013 Secretarial Standard -1 and theSEBI (Listing Regulations). Attendance and other details are provided in the CorporateGovernance Report. The intervening gap between any two meetings was within the periodprescribed by the Companies Act 2013 and SEBI (Listing Regulations) 2015 and SecretarialStandard-1.
The Company has appointed M/s. Jain Pramod Jain & Co Chartered Accountant NewDelhi (Firm Registration No. 016746N) as the statutory auditors of the Company for aterm of five years from the conclusion of the 39thAnnual General Meeting of the Companyheld on August 28 2017 till the conclusion of the 44th Annual General Meeting to be heldin the year 2022. They have furnished a Certificate to the effect that they fulfill therequirements under the provisions of the Sections 139 and 141 of the Companies Act 2013read with Companies (Audit and Auditors) Rules 2014.
Pursuant to the amendments made to Section 139 of the Companies Act 2013 by theCompanies (Amendment) Act 2017 effective from May 7 2018 the requirement of seekingratification of the Members for the appointment of the Statutory Auditors has beenwithdrawn from the Statute. Hence the resolution seeking ratification of the Members forcontinuance of their appointment at this AGM is not being sought. The Company has receiveda certificate from M/s. Jain Pramod Jain & Co Chartered Accountant New Delhi (FirmRegistration No. 016746N) confirming that they are not disqualified from continuing asStatutory Auditors of the Company.
The Board has duly examined the Statutory Auditor's Reports on the Financial Statementsof the Company for the financial year ended March 31 2020 which is self- explanatory. Thereport does not contain any observations disclaimers qualification or adverse remarks.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review.
In Board Meeting held on August 09 2019 M/s N. N. & Associates was appointed asCost Auditor to undertake the Cost Audit for the Financial Year 2019-20. The Cost Auditfor the Financial Year 201920 has been completed. The Board took note of the Cost AuditReport along with Cost Accounts in its meeting held on August 26 2020.
M/s. N.N & Associates Cost Accountants New Delhi (FRN: 002322) has beenre-appointed by the Board to conduct the Audit for the Financial Year 2020-21.Inaccordance with the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 since the remuneration payable to the CostAuditors is required to be ratified by the shareholders the Board recommends the same forapproval by the shareholders at the ensuing AGM.
The Company has maintained the cost accounts and records in accordance with Section 148of the Companies Act 2013 and Rule 8 of the Companies (Accounts) Rules 2014.
As required under the provisions of Section 139 of the Companies Act 2013 the Companyhas obtained a written certificate from the Auditors to the effect that they conform tothe limits specified in the said Section and that they are not disqualified forappointment within the meaning of Section 141 of the said Act and rules framed as under.
SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT
Pursuant to Provision of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company appointedM/s. V. M. & Associates Company Secretaries(FRN: P1984RJ039200) Jaipur to undertakethe Secretarial Audit of the Company for the financial year 2019-20. The Secretarial AuditReport in form MR-3 for the Financial Year 2019-20 is included as Annexure-2 and formsintegral part of the Report.
The Secretarial Audit Report does not contain any qualifications/ reservations &adverse remarks.
The Board of Directors has re-appointed M/s V. M. & Associates CompanySecretaries Jaipur to conduct the Secretarial Audit for the Financial Year 2020-21
Pursuant to Provision of Section 138 of the Companies Act 2013 read with CompaniesAccounts Rules 2014 the Company appointed M/s. Rajeev Amitabh & Co CharteredAccountant New Delhi to undertake the Internal Audit for the Financial Year 201920. TheScope of Internal Audit is closely monitored by the Audit Committee. The Internal Auditorsubmits its report on a halfyearly basis and same is placed before the Audit Committeealong with the Management's response. The Board of Directors in its meeting held on June26 2020 has re-appointed M/s. Rajeev Amitabh & Co Chartered Accountant New Delhi toconduct the Internal Audit of the company for the Financial Year 2020-21.
EXTRACT OF ANNUAL RETURN
The Extract of the Annual Return in Form MGT-9 containing details as on the financialyear ended March 312020 as required under Section 92 (3) of the Companies Act2013 readwith the Companies (Management and Administration) Rules 2014 is included in the Reportas an Annexure-7.
CHANGES IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
The company's manufacturing operations were impacted due to lockdown announced by theGovernment of India due to COVID- 19 pandemic. The company's operations remained closedfrom March 22 2020 to April 19 2020. When lockdown was relaxed by the Government ofIndia - the company resumed its operations while strictly adhering to the safety normsrecommended by Government of India. The suspension of operation due to the nationallockdown has impacted the company's revenue in Q4 of FY 2019-2020 and Q1 of FY 2020-2021.
However Considering the Company's quality product portfolio brand imagelong-standing relationships & goodwill with its customers suppliers & otherstakeholders the business operations cash flows future revenue assets and liabilitieswill sustain going forward.
SIGNIFICANT MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no significant and material orders passed by the regulators courts ortribunals which would impact the going concern status of the company and also theCompany's future operations.
During the year the Company has no Subsidiaries/ Associate Companies / Joint Venture.
LOANS GUARANTEES & INVESTMENTS BY THE COMPANY
The Company has not given any loan guarantees or made any investments covered underthe provision of Section 186 of the Companies Act 2013.
INTERNAL FINANCIAL CONTROL SYSTEM
The Company has put in place an adequate system of internal control commensurate withits size and nature of business to safeguard and protect from loss unauthorized use ordisposition of its assets. All the transactions are properly authorized recorded andreported to the Management. The Company is following all the applicable AccountingStandards for properly maintaining the books of accounts and reporting financialstatements. The internal auditor of the Company checks and verifies the internal controlsystem and monitors it in accordance with the policy adopted by the Company. The AuditCommittee of the Board of Directors Statutory Auditor and Department Heads are appraisedof the internal audit finding and corrective action is taken thereon. The auditobservations and the management's response is placed before the Audit Committee. Webelieve that our internal financial control system provides reasonable assurance that ourinternal financial control is designed effectively and is operating as intended.
REPORT ON CORPORATE GOVERNANCE
A separate section on Corporate Governance and a certificate from the Auditors of theCompany regarding compliance with the conditions of Corporate Governance as stipulatedunder Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)Regulati'ons2015 form a part of the Annual Report are given in Annexure-8.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(9) of the Companies Act 2013 andListing Regulations. The policy provides a framework and process whereby concerns can beraised by its employees against any kind of discrimination harassment victimization orany other unfair practice being adopted against them. The policy focuses on promotingethical behavior in all its business activities and encourages employees to reportconcerns and unethical behavior actual or suspected fraud or violation of the company'scode of conduct and ethics. Under the said mechanism employees are free to reportviolations of applicable laws and regulations and the Code of Conduct. It also providesfor adequate safeguards against the victimization of persons whouse this mechanism. TheVigil Mechanism/Whistle Blower Policy is available on the Company's website atwww.reliancechemotex.com. The functioning of the Vigil Mechanism is reviewed by the AuditCommittee from time to time. The Company affirms that no director/employee has been deniedaccess to the Chairman of the Audit Committee and that no compliant was received duringthe year.
NOMINATION & REMUNERATION POLICY
The Board of Directors has framed the policy on Nomination & Remuneration whichlays down the framework in relation to the remuneration of Directors Key ManagerialPerson and Senior Management of the Company. This policy also lays down the criteria forselection and appointment of Board Members. The Nomination & Remuneration Policy isavailable on the Company's website www.reliancechemotex.com and the salient features ofthe policy forms a part of the Annual report .
RELATED PARTY TRANSACTION
In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is available on theCompany's website at www.reliancechemotex.com. Policy intends to ensure that properreporting approval and disclosure processes are in place for all transactions between theCompany and Related Parties.
All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions which are ofrepetitive nature and/or entered in the Ordinary Course of Business and are at Arm'sLength.
All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and at Arm's Length. No Material Related Party Transactions i.e. transactionsexceeding 10% of the annual consolidated turnover as per the last audited financialstatements were entered during the year by the Company. The disclosure of particulars ofcontracts/ arrangements entered into by the Company with related parties referred to insub-section (1) of section 188 of the Companies Act 2013 as given in AOC-2 are providedin Annexure-3.
DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has always believed in providing a safe and harassment-free workplace forevery individual through various interventions and practices. The Company always endeavorsto create and provide an environment that is free from discrimination and harassmentincluding sexual harassment.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. The Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. Following are the details of sexualharassment cases for the financial year 2019-20.
|S.No. ||No. of complaints received during the financial year ||No. of complaints disposed off during the Year ||No. of Complaints pending as at the end of the financial year |
|1 ||NIL ||NIL ||NIL |
COMMITTEES OF THE BOARD
The Board of Directors has following committees:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholders Relationship Committee
4. CSR Committee
5. Finance Committee
The details of committees along with their composition number of meetings andattendance of the meetings and other details are provided in the Corporate GovernanceReport. The Executive Committee was constituted during the year under review for thepurpose of the Rights Issue and was subsequently dissolved on its completion.
CORPORATE SOCIAL RESPONSIBILITY
In terms of requirements of Section 135 of the Companies Act 2013 and rules issuedthereunder the Board of Directors of the company has constituted a CSR Committeecomprising of Mr. K.L. Sonthalia Mr. R.N. Sharma and Mr. Rahul Shroff. This committee isresponsible for formulating implementing and monitoring the CSR Policy of the company.The policy on CSR can be accessed on the Company's website www.reliancechemotex.com.
During the year under review the company has spent Rs 403000/- towards CSRactivities. The detailed report on CSR Activities as required under the Companies Act2013 is set out in the Annexure -4.
PARTICULARS OF EMPLOYEES & THEIR DISCLOSURES:
Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act2013 read with Rule 5(1) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure 5 to this Report.
The information as required to be provided in terms of Section 197 (12) of theCompanies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure 6 to this Report.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:
The statement pursuant to Section 134 (3)(m) of the Companies Act 2013 read with theRule 8(3) of The Companies (Accounts) Rules2014 regarding particulars relating toconservation of energy technology absorption foreign exchange earnings and outgo asrequired to be disclosed under the Act is provided in Annexure 1.
Pursuant to the provisions of Section 118 of the Companies Act 2013 the Company hascomplied with the applicable provisions of the Secretarial Standards issued by theInstitute of Companies Secretaries of India and notified by Ministry of Corporate Affairs.
KEY FINANCIAL RATIOS
Pursuant to amendment made in Schedule V to the SEBI Listing Regulations details ofsignificant changes (i.e. change of 25% or more as compared to the immediately previousfinancial year) in Key Financial Ratios and any changes in Return on Net Worth of theCompany (on standalone basis) including explanations therefore are given below:
|Particular ||31.03.2020 ||31.03.2019 |
|Debtor Turnover Ratio (No. of Days) ||16.16 ||19.78 |
|Inventory Turnover (No. of Days) ||42.64 ||42.78 |
|Interest Coverage Ratio ||2.41 ||2.1 |
|Current Ratio ||0.94 ||0.93 |
|Debt/Equity Ratio ||0.36 ||0.55 |
|Operating Profit Margin ||8.32% ||6.71% |
|Net Profit Margin ||3.59% ||2.49% |
|Return on Net Worth ||9.64% ||6.06% |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement the Board of Directors hereby state andconfirm that:
(i) In the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards and schedule III of the Companies Act 2013 have beenfollowed and there are no material departures from this;
(ii) Appropriate accounting policies have been selected and these have been appliedconsistently and that the judgments and estimates that have been made are reasonable andprudent so as to provide a true and fair view of the state of affairs of the Company atthe end of the financial year and of the profit or loss of the Company for that period;
(iii) Proper and sufficient care has been taken in the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 tosafeguard the assets of the Company and to prevent or detect fraud and otherirregularities;
(iv) The annual accounts for the year ended March 31 2020 have been prepared on agoing concern basis;
(v) Robust and detailed Internal Financial Controls to be followed by the Company havebeen laid down. These controls are adequate and were operating effectively; and
(vi) An appropriate system has been devised to ensure that your Company is compliantwith all applicable provisions and statutory requirements. These systems were adequate andoperating effectively.
Certain statements in this Board's Report and Management Discussion and Analysisdescribing the Company's objectives projections estimates and expectations maybe"forward-looking statements" within the meaning of applicable laws andregulations. Forward-looking statements are identified in this report by using words like"anticipates" "believes" "expects" "intends"and other similar expressions in such statements. Although we believe our expectations arebased on reasonable assumptions these forward-looking statements may be influenced bynumerous risks and uncertainties that could cause actual outcomes and results to bematerially different from those expressed or implied. Some of these risks anduncertainties have been discussed in the section on "Risk Management". TheCompany takes no responsibility for any consequence of decisions made based on suchstatements and holds no obligation to update these in the future. Market data andinformation has been gathered from various published and unpublished reports. Theiraccuracy reliability and completeness cannot be assured. APPRECIATION &ACKNOWLEDGMENT The Directors thank the Company's employees customers vendors investorsand academic partners for their continuous support. The Directors also thank theGovernment of India Governments of various states in India Governments of variouscountries and concerned Government departments and agencies for their co-operation. TheDirectors appreciate and value the contribution made by every member of the RCIL family.
FOR AND ON BEHALF OF BOARD OF DIRECTORS
FOR RELIANCE CHEMOTEX INDUSTRIES LIMITED
|Place: Mumbai ||(Sanjiv Shroff) ||(Rahul Shroff) |
|Date: August 26 2020 ||DIN: 00296008 ||DIN: 02301693 |