Your Directors take pleasure in presenting the Twenty-Sixth Annual Report of yourCompany together with the Audited Financial Statements for the year ended on March 312019.
REACHING MORE BOOKS TO MORE READERS THROUGH REPRO'S TECH PLATFORM
Repro India as a Book Aggregator bridges the miles between content owners(publishers) and their end customers. Repro's clients global publishers own contentwhich requires to be delivered to their customers. Your Company bridges this requirementby producing and delivering the books in the required time at the required priceanywhere in the world to students or readers.
The last few years have seen a dramatic and sustained growth in the area of e-commerceand digital retail activity. Your Company has a focussed business strategy based on thePrint On Demand (POD) model which it has been following over the last few years. Thesestrategies have been showing results and your Company is now moving forward on the path ofaccelerated growth. The strategic route of Content Aggregation that was adopted has setyour Company well on the path to a rapidly growing business opportunity.
With e-commerce changing the global scenario so rapidly your Company's clients needto reach their titles to readers all over the world. Sometimes with just a single bookdirectly to the reader. Further with the growth of the book industry in India and therapid growth of e-commerce your Company sees the continued and sustained growth of thisbusiness and is focusing on innovating and building technology platforms to meet thecurrent and future needs of the industry.
As Uber has done with the passenger transport industry and Airbnb has done with thehospitality industry your Company has disrupted the book publishing industry. YourCompany aggregates books and reaches millions of readers all over the world with thebooks they want anytime anywhere. Your Company has been able to change thebusiness paradigm in the publishing industry by opening up various online channels for itspublisher clients increasing their reach and revenues while decreasing theircosts. Thus your Company aggregates publishers' books and lists them online for sale often producing books after they have been bought by customers online.
Your Company has already tied up with online giants such as Amazon Flipkart Paytm andmany others to reach readers in the fastest time possible and in the most cost-effectivemanner. Your Company has also tied up with the Ingram
Content Group Inc. to become a part of the Ingram Content Group's Global Connectprogram.
Your Company also further reduced the operational and borrowings and debtors thusensuring that the financial an optimum level.
The summarised financial results of the Company for the Financial Year ended
March 31 2019 are presented below:
( Rs. in Lakhs)
| ||Financial Year |
|Particulars ||2018-19 ||2017-18 |
|Revenue from operations ||26145.00 ||23288.51 |
|Profit before interest depreciation and taxation ||4972.78 ||4441.62 |
|Financial Expenses (net of interest income) ||540.03 ||293.81 |
|Depreciation ||1316.30 ||1275.40 |
|Profit before tax ||2304.93 ||2872.41 |
|Tax Expenses ||368.11 ||148.63 |
|Profit after Tax ||2673.04 ||3021.04 |
|Transfer to General Reserve ||- ||- |
|Proposed Dividend ||- ||- |
|Tax on Dividend ||- ||- |
|CONSOLIDATED || ||( Rs. in Lakhs) |
| ||Financial Year |
|Particulars ||2018-19 ||2017-18 |
|Revenue from operations ||39948.72 ||29931.28 |
|Profit before interest depreciation and taxation ||4425.48 ||3577.65 |
|Financial Expenses (net of interest income) ||1024.88 ||669.97 |
|Depreciation ||1483.80 ||1417.15 |
|Profit before tax ||1905.93 ||1490.53 |
|Tax Expenses ||452.01 ||148.63 |
|Profit after Tax ||2357.94 ||1639.16 |
|Transfer to General Reserve ||- ||- |
|Proposed Dividend ||- ||- |
|Tax on Dividend ||- ||- |
Note: Previous year's figures have been regrouped/reclassified wherever correspondwith the current year classification/disclosure.
The highlights of the Company's Standalone and Consolidated performance are as under:
Standalone: During the year there has been a 12.26% increment in the revenues fromRs. 23288.51 Lakhs to Rs. 26145.00 Lakhs. The Company's profit for the financial year isRs. 2304.93 Lakhs whereas in the last year the profit before tax was Rs. 2872.41 Lakhs.
Consolidated: During the year there has been an increase in revenue by 33.47% fromRs. 29931.28 Lakhs to Rs. 39948.72 Lakhs. The Company's profit for the financial year isRs. 1905.93 whereas in the last year the profit before tax was Rs. 1490.53 Lakhs.
CONSOLIDATED FINANCIAL ACCOUNTS
In compliance with the Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 (hereinafter referred to as the ListingRegulations') the Consolidated Financial Statement of the Company and its subsidiarieshave been prepared for the year under report as per Ind AS applicable to the Company. TheAudited Consolidated Financial Statement along with the Auditors Report thereon form partof this Annual Report. The Consolidated Financial Statement presented by the Companyinclude the financial results of all the subsidiaries. The Audited Financial ment of theseentities have been reviewed by the Audit Committee.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review your Company has two Subsidiary Companies viz ReproBooks Limited (formerly known as Repro Knowledgecast Limited) and Repro InnovativeDigiprint Limited. In terms of the provisions of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 Repro Books Limitedbeing wholly owned subsidiary of Repro India Limited is a material subsidiary company asits turnover exceeds 10% of consolidated turnover of Repro India Limited in theimmediately preceding accounting year. The Board has approved a Policy for determiningmaterial subsidiaries. The same is also available on the website of the Company atwww.reproindialtd.com
A separate statement containing the salient features of financial statements ofSubsidiary Companies forms part of the consolidated financial statements in compliancewith Section 129 and other applicable provisions if any of the Companies Act 2013. Thefinancial statements of the and related information are available for inspection by themembers at the Registered Office of your Company during business hours on all daysSaturdays Sundays and National holidays upto the date of the Annual General Meeting (AGM)as required under Section 136 of the Companies Act 2013.
Any member desirous of obtaining a copy of the said financial statements may write tothe Company Secretary at the Registered Office of your In accordance with Section 136 ofthe Companies Act 2013 the financial statements including the consolidated financialstatements financial statements of Subsidiaries and all other documents required to beattached to this report have been uploaded on the website of your Companywww.reproindialtd.com
A statement containing the salient features of the financial ance of each of theSubsidiaries are included in the consolidated financial statements of your Company is setout in the "Annexure A" to this Report.
During the year no Companies have become or ceased to be the Subsidiaries Associatesand Joint ventures during the year.
The last year has seen your Company continue its focus on growing the Print on Demand(POD) business and to riding the digital wave which the e-commerce boom has presented.
A global opportunity
The concept of book aggregation combined with the e-retail boom has disrupted thepublishing supply chain. This means that books can be bought at a click of a buttonenabling publishers to reach millions of readers anywhere in the world. Thus enabling areader to have access to the latest title as soon as it is out. It is this opportunitythat your Company focused on. By moving out of the traditional business model yourCompany is paving the way for an exciting future by entering the new playing field of thedigital marketplace. So that any reader can get the book of his choice; and any publisheranywhere in the world can reach a reader anywhere in the world.
In India as in the rest of the world the reading habit is on the increase. Thebook market has been growing and India is also adapting to the digital change veryrapidly. Fuelling this growth potential e-commerce trends are creating disruption andchanging the way books are bought produced and distributed. This disruption has also beenfelt in the publishing industry with the emergence of an entirely new kind of shopper.
Today's online consumer explores all sorts of never-before channels to find the productshe or he is looking for. This sweeping digital transformation has dramatically changedthe shopping behaviour of consumers. This has led to e-retailers re-defining businessmodels re-thinking strategies and re-learning traditional customer segmentation.
Perhaps the most significant fact is that books remain among the highest in onlinesales as compared to other products. The habit of buying a book at the click of abutton and having it delivered home is one that is catching on fast.
Disrupting the traditional chain through technology and innovation
Like other industries publishers too are struggling to explore new markets and newways of doing business in response to forces such as advances in information andcommunication technologies business strategies such as mass customisation globalisationand shorter production cycles.
The publishing industry in which Repro operates is thus undergoing significantchanges due to the disruption in the e-retail environment. With books being among thelargest component of items sold on e-commerce sites the opportunity in this space isclearly enormous.
The traditional publishing process is frequently unwieldy. Publishers deal withobsolete content complex inventory warehousing costs logistic issues and often a longand frustrating collection cycle. The issue of returns is also a pressing one with mostretailers only willing to stock on a consignment basis. The issue of piracy and longcredit cycles compounds the problem.
Additionally making books visible to readers poses a challenge with publishers' reachrestricted to physical distribution and sales channels. But the crashing of barriersthanks to technology and the internet are changing the playing field. Age-old distributionmodels are giving way to the e-retail model. Many more retailers are converting to e-salesand selling books online. The outcome is that more customers choose to buy through digitalplatforms because they get a larger choice without the inconvenience of going tobookstores and then finding a book is out of stock. And so with a larger choice andinstant gratification customers too are demanding more books
in a shortertimeframe
And at a lower cost!
However with customers becoming more demanding publishers are finding it difficult tomeet the speed of response that the e-world demands. Warehousing and large inventories arebecoming more difficult to manage and commercially unfeasible now more than ever. Digitalplatforms and models are edging older traditional supply chains and taking over theprocess of content production and distribution.
Pioneering a tech solution
Against this background your Company has made tremendous strides in innovating atechnology solution that enables publishers all around the world to reach readers all overthe world. This has enabled your Company to carve out a space at the forefront of thee-revolution in publishing.
Building on traditional strengths your Company has invested time and resources indeveloping a customised model that specifically caters to the newly emerging e-retailbusiness. As a content aggregation and dissemination company your Company is todaypioneering the way in e-retail solutions in India. Your Company aggregates content fromthe publisher (the content owners) and archives it in a digital warehouse; accesses it ondemand when an order is placed through an e-retail channel; produces fulfills anddelivers it just-in-time' to the end-user in India and across the world. Thesolution even extends to distribution and collection and then payment to thepublisher for each book bought. Your Company works with publishers in the Trade marketthe Higher Education market the Test Prep market and with Children's books. YourCompany's longstanding relationships with major publishers have allowed the company tobuild a large repository of book titles for print-on-demand use. An investment in thelatest POD technology gives your Company the ability to print on demand as low as 1 copyper title with a rapid turnaround time.
This solution benefits not just readers everywhere as they get access to more booksanywhere in the world. But the largest and most significant benefit is to publishers.
By producing books after they have been bought Repro enables zero loss in sales.Publishers can access new markets at the click of a button ensuring a wider reach offrontlist titles. It enables revival of backlist titles. The benefit of the technologysolution ensures the lowest production costs zero up-front investment zero inventoryzero forecasting zero freight costs and zero returns.
Collaborations with world leaders
The contractual arrangement your Company has entered with Ingram Content Group enablesyour Company's clients to reach many more readers at the click of a button. The IngramContent Group is one of the world's largest content aggregators with more than 14 milliontitles in their repository. With this tie-up publisher's books can be reached all overthe world through the Ingram Global Connect programme.
Making the process completely seamless your Company also has tie-ups with e-tailerslike Amazon and Flipkart to enable the listing of publishers' titles on e-tail sitesgiving the readers access to global titles with significantly reduced lead times andprice. This entire value chain enables your Company to partner publishers to increasetheir revenues and reach their e-tail customers by providing a complete solution.
Innovative solutions for the School market
With its focus on education your Company has created a solution that ensures thatpublishers' titles reach the student directly at home. Your Company aggregates booksrequired by students from publishers and lists them online on school-specific pages. Oncethe order is placed by the student your Company ensures that the student receives the kitat home.
This solution opens up newer markets for the publisher and there is an increase insales while the logistics are minimised. The school benefits as it does not have thechallenges of organising thousands of physical books to be sold from the school.
Also the school parents and students can avail of the benefits of technology to havebooks delivered at home at the click of a button.
Enabling publishers grow their business from one book to a million
Your Company has for a long time been partnering with customers right from creatingand managing content; to producing it in the required format print or digital; toensuring books or e-books reach the end-user anywhere in the world. By leveraging itsstrong relationships with publishers your Company has become one of India's largestaggregators of content with the end delivery being millions of printed books. Through thissolution your Company offers publishers multiple opportunities to the publishers with thesame content.
In the traditional education space your Company continues to consolidate its positionof strength with the existing customer base while increasing its value-added services toeach of its key clients. This value addition and the spirit of a business partnership withkey publishers and MNC clients enables your Company to stay ahead by ensuringpredictability of business focus on the right products and value engineering to ensurethe optimal value chain.
Over the last several years your Company has built enduring relationships with keypublishers in 22 countries across Africa. Your Company also has understood the nuances ofthe publishing process in Africa as well as the process of Government tenders. This hashelped your Company become the partner of choice for most leading publishers. Your Companyhas focused on ensuring the right' product' with the right client' strategy.In the UK and USA where your Company has built strong relationships with multinationalpublishers the e-commerce solution will help further expand the scope of services in thissegment too.
With these strategies in place your Company continues to remain a long term partnerfor creating producing and delivering the books anywhere in the world.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report on the operations of the Company forms an integral part of this Report andgives detail of the overall industry structure developments performance and state ofaffairs of the Company's various businesses internal controls and their adequacy riskmanagement systems and other material developments during the financial year 2018-19 underreview and the same is given in a separate section of this Annual Report.
EMPLOYEE STOCK OPTIONS SCHEMES (ESOP)
The Nomination and Remuneration Committee of the Board of Directors (NRC) of theCompany inter alia administers and monitors the Employee Stock Option Scheme 2010("ESOS 2010" or "Scheme") of the Company in accordance with the SEBIRegulations.
During the year under review there has been no exercise of ESOPs and hence there isno allotment.
During the year under review there is no change in the paid-up share capital of theCompany and hence paid-up share capital stands at 114963510/- comprising of 11496351equity shares of 10/- each fully paid up as at March 31 2019.
TRANSFER TO RESERVES
The Company has not transferred any amount to General Reserve.
During the financial year 2018-19 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
During the current financial year your Directors have not recommended dividend for thefinancial year under review because the Company has start-up with new plant for expansionof its business to reach out to new market segment and also Company require funds forgrowth.
AUDITOR'S AND AUDITOR'S REPORT
The matters related to Auditors and their Reports are as under:
The observation made in the Auditors' Report on the Company's financial statements forthe financial year ended March 31 2019 are self-explanatory and therefore do not requirefor any further comments/information. The Auditors' Report does not contain anyqualification or adverse remarks.
Pursuant to the provisions of Section 204 of the Companies Act 2013 M/s. Yogesh Patel& Associates Practicing Company Secretaries had been appointed to undertake theSecretarial Audit of the Company for the year ended March 31 2019. The Secretarial AuditReport is set out in the "Annexure B-1" which forms an integral part ofthis report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark except the following: Mr. Krishnamurthy Padmanabhan (DIN: 00013565) Non-Executive -Independent Director is disqualified by Registrar of Companies u/s 164 (2) however he hasfiled petition before the Hon'ble High Court for removal of his disqualification. Theremark is self explanatory and does not require any further clarification.
In terms of Section 204 of the Companies Act 2013 the Audit Committee recommended andthe Board of Directors of the Company have appointed M/s. Yogesh Patel & AssociatesPracticing Company Secretaries as the Secretarial Auditor of the Company for thefinancial year ending March 31 2020.
The Company has received their consent for the said appointment.
Further in terms of the provisions of the Circular No. CIR/CFD/CMD1/27/2019 datedFebruary 8 2019 issued by SEBI the Company has obtained the Annual SecretarialCompliance Report thereby confirming compliance of the applicable SEBI Regulations andcirculars /guidelines issued thereunder on behalf of the Company.
In terms of Regulation 24A of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the material unlistedsubsidiary company i.e. Repro Books Limited (formerly known as Repro KnowledgecastLimited) appointed M/s. HD & Associates to undertake the Secretarial Audit of theCompany for the year ended March 31 2019. The material subsidiary Secretarial AuditReport is also set out in the "Annexure B-2" which forms an integral partof this report. The said report does not contain any qualification adverse remark ordisclaimer.
With a view to improve productivity and strengthen to further efficiency the Companyhas initiated a Scheme of Arrangement (the "Scheme") involving merger of ReproInnovative Digiprint Limited (the wholly owned subsidiary) print business into theCompany. The Board of Directors of the Company has approved the Scheme of Arrangementbetween Repro Innovative Digiprint Limited (the wholly owned subsidiary) under Sections230 to 232 of the Companies Act 2013 in its meeting held on May 28 2019. Pursuant to theproposed Scheme the print business of Repro Innovative Digiprint Limited shall merge withthe Company. The approval of this Scheme by the Board of Directors was duly reported tothe Stock Exchanges and the Scheme has been uploaded on the Company website of theCompany. This Scheme has been filed with the Honorable National Company Law Tribunal("NCLT") Mumbai.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return of the Company in FormMGT- 9 in accordance with Section 92(3) and Section 134(3)(a) of the Companies Act 2013read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 are setout in the "Annexure C" to this Report.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (the Rules') allunpaid or unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Central Government after the completion of seven years. Furtheraccording to the Rules the shares in respect of which dividend has not been paid orclaimed by the shareholders for seven consecutive years or more shall also be transferredto the Demat account created by the IEPF Authority. Accordingly the Company hastransferred the unclaimed and unpaid dividends during the financial year 2018-19. Furtherthe corresponding shares are also transferred as per the requirements of the IEPF rulesdetails of which are provided on our website at www.reproindialtd.com
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 your Company has formulated a policy onrelated party transactions which is also available on Company's website atwww.reproindialtd.com Prior omnibus approval is obtained for related party transactionswhich are of repetitive nature and entered in the ordinary course of business and at arm'slength basis. Pursuant to Regulation 23 of the Listing Regulations all related partytransactions were placed before the Audit Committee on a quarterly basis specifying thenature value and terms and conditions of the transactions for their review and approval.
Contracts/arrangements/transactions entered by the Company during the financial yearwith related parties were on an arm's length basis and largely in the ordinary course ofbusiness. All related party transactions are placed for approval before the AuditCommittee and also before the Board wherever necessary in compliance with the provisionsof the Act and Listing Regulations.
During the year the Company has not entered into any contracts/ arrangements/transactions with related parties which could be considered material in accordance withthe policy of the Company on material related party transactions or under Section 188(1)of the Companies Act 2013. Accordingly there are no particulars to report in Form AOC-2.
INVESTMENTS LOANS GUARANTEE AND SECURITY
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 beutilised by the recipient are provided in the financial statement forms part of thisAnnual Report.
DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES
No material changes and commitments which could affect the Company's financial positionhave occurred between the end of the financial year of the Company and date of thisreport.
Your Company continues to focus on a system based approach to business risk management.The Company has in place comprehensive risk assessment and minimisation procedures whichhave been reviewed by the Board periodically. Your Company recognises that risk is anintegral part of business and is committed to managing the risks in a proactive andefficient manner. Your
Company periodically assesses risks in the internal and external environment alongwith the cost of treating risks and incorporates risk treatment plans in its strategybusiness and operational plans.
There are no risks which in the opinion of the management threaten the existence ofyour Company.
However some of the risks which may pose challenges are set out in the ManagementDiscussion and Analysis which forms part of this Report.
PROHIBITION OF INSIDER TRADING
In compliance with SEBI (Prohibition of Insider Trading) Regulations 2015 the Companyhas adopted a Code of Conduct for Regulating Monitoring and Reporting of Trading byInsiders' and Code of Fair Disclosure' of Unpublished Price Sensitive Information toensure prohibition of insider trading in the organisation. The said codes are available onCompany's website at www.reproindialtd.com. The Trading Window' is closed when theCompliance
Officer determines that a designated person or class of designated persons canreasonably be expected to have possession of unpublished price sensitive information. TheCompany Secretary of the Company has been designated as Compliance Officer to administerthe Code of Conduct and other requirements under SEBI (Prohibition of Insider Trading)Regulations 2015.
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed Companies. All our corporate governance policies are available on ourwebsite.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide avenues to the Directors andemployees to bring to the attention of the management. Your Company is committed tohighest standards of ethical moral and legal business conduct. Your Company has VigilMechanism/Whistle Blower Policy as per provisions of Section 177(10) of the Companies Act2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The policy provides for a framework and process whereby concerns can beraised by its employees against any kind of discrimination harassment victimisation orany other unfair practice being adopted against them. More details on the Vigil Mechanismand the Whistle Blower Policy of your Company have been outlined in the CorporateGovernance Report which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY
As a part of its Corporate Social Responsibility (CSR) initiative the Company hasundertaken CSR projects and programs. Your Company with the focus area being education andproviding education tools and enhancing education. These activities are in accordance withCSR activities as defined under the act. The company has a CSR Committee of Directors.Details about the Committee CSR activities and the amount spent during the year asrequired under Section 135 of the Act and the related Rules reasons and other details aregiven in the CSR Report as "Annexure D" forming part of this Report. TheCompany has framed a CSR Policy in compliance with the provisions of the Act and the sameis placed on the Company's website www.reproindialtd.com. The CSR Policy lays down areasof activities types of projects programs mode of undertaking projects / programsresources etc.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. Alyque Padamsee erstwhile Non-Executive Independent Director of the Company leftfor heavenly abode on November 11 2018 after a long term illness. The Board of Directorsof the Company express their deep condolences and pay tribute to late Mr. Alyque Padamsee.
Dr. Jamshed Irani Non-Executive Independent Director of the Company resigned as a BoardMember w.e.f. January 4 2019 due to other commitments and personal reasons. The Boardplaced on record its sincere appreciation for his valuable guidance and contributionduring his tenure as a Board Member. As per the provisions of Section 152 of the CompaniesAct 2013 two-third of the total number of Directors other than Independent Directorsshould be liable to retire by rotation. One-third of these Directors are required toretire every year and if eligible these Directors qualify for re-appointment. Dr. PramodKhera (DIN: 00235308) Director is liable to retire by rotation at the ensuing Annual
General Meeting (AGM) and being eligible offers himself for re-appointment.
The Board recommends his re-appointment.
The Board of Directors on the recommendation of the Nomination & RemunerationCommittee re-designated Mr. Dushyant Mehta (DIN: 00126977) as Non-Executive IndependentDirector of the Company effective from December 29 2018 subject to approval ofshareholders at ensuing Annual General Meeting of the Company and has been included atItem no. 3 in the Notice of the forthcoming AGM of the Company.
Re-appointment of Mrs. Mahalakshmi Ramadorai and Mr. Ullal Bhat as Non- ExecutiveIndependent Director of the Company to hold office for another term of five consecutiveyears from the date of AGM as mentioned in the Resolution seeking Members' approval at theensuing AGM. Necessary information are given in the said Resolution and the explanatorystatement included in the Notice convening the ensuing AGM. Details about the Directorsare given in the accompanying Notice of AGM and Corporate Governance Report.
The aforementioned appointments were based on outcome of performance evaluationexercise experience and contributions made by Mrs. Mahalakshmi Ramadorai and Mr. UllalBhat in their previous tenure.
The Nomination and Remuneration Committee and Board of Directors of the Company haverecommended the reappointment of Mr. Vinod Vohra as a Whole-time Director designated asChairman Mr. Sanjeev Vohra as a Whole-time Director designated as Managing Director Mr.Rajeev Vohra and Mr. Mukesh Dhruve as a Whole-time Director of the Company upon expiry oftheir present term of office for a further period of 3 years as mentioned in theesolutionR seeking Members' approval at the ensuing AGM. Necessary information including theapplicable terms and conditions and the proposed remuneration is given in the saidResolution and the explanatory statement included in the Notice convening the ensuing AGM.Details about the Directors are given in the accompanying Notice of AGM and CorporateGovernance Report.
Ms. Kajal Damania act as a Company Secretary Compliance Officer and Key ManagerialPersonnel of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy and technology absorption and foreignexchange earnings & outgo as stipulated under Section 134 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 is set out herewith as "AnnexureE" to this Report.
CORPORATE GOVERNANCE REPORT AND CERTIFICATE
In compliance with Regulation 34 read with Schedule V (C) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a report on Corporate Governance and thecertificate as required under Schedule V (E) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 from the Practicing Company Secretary confirmingcompliance of the conditions of Corporate Governance as stipulated under the ListingRegulations is appended to this report.
The declaration by the Managing Director regarding compliance by Board Members andSenior Management Personnel with the code of conduct also forms a part of the AnnualReport.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES
The Managing Director of your Company does not receive remuneration from any of theSubsidiaries of your Company.
The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors employees of your Company is set out in "Annexure F" to thisReport.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Company's Act 2013 that he/she meets the criteria of independencelaid down in compliance with Section 149(6) of the Companies Act 2013 and Regulation 25of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 has been takenon record from all Independent Directors of the Company.
Pursuant to the provisions of Section 134(3) Section 149(8) and Schedule IV of the Actread with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 AnnualPerformance Evaluation of the Board the Directors as well as Committees of the Board hasbeen carried out. The performance evaluation of all the Directors and the Board as a wholewas conducted based on the criteria and framework adopted by the Board which in detail hasbeen provided in the Corporate Governance Report.
The performance evaluation of the Independent Directors was carried out by the entireBoard and the performance evaluation of the Chairman and Non-Independent Directors wascarried out by the Independent Directors in their separate meeting.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Familiarisation Programme seeks to update the Independent Directors on variousmatters covering Company's strategy to understand the business functionaries businessmodel operations organisation structure finance risk management etc. It also seeks toupdate the Independent Directors with their roles rights responsibilities duties underthe Companies Act 2013 and other statutes.
The policy and details of familiarisation programme imparted to the IndependentDirectors of the Company has been kept on the website of the Company www.reproindialtd.com
NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEE
MEETINGS OF THE BOARD
During the year your Board met 4 (Four) times the details of which are available inthe Corporate Governance Report annexed to this report.
The Audit Committee of the Board has been constituted in terms of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Section 177 of theCompanies Act 2013. The constitution and other relevant details of the Audit Committeeare given in the Corporate Governance Report. All the recommendations made by the AuditCommittee were accepted by the Board of Directors.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Board has been constituted in terms ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 178of the Companies Act 2013. The constitution and other relevant details of the Committeeare given in the Corporate Governance Report.
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.
The Nomination and Remuneration Policy can be accessed on the Company's website at thelink: http://www.repro.in/investors/overview
COMMITTEES OF THE BOARD
A detailed note on the composition of the Board and its Committees is provided in theCorporate Governance Report which forms part of this report.
INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS AND ITS ADEQUACY
Your Company has a proper and adequate internal financial control system to ensurethat all assets are safeguarded and protected against loss from unauthorised use.
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors of your
Company confirm that:
(a)in the preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;
(b) the Directors have 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 your Company as at March 31 2019 and of the profitand loss of the Company for the financial year ended March 31 2019;
(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the annual accounts have been prepared on a going concern' basis;
(e)proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.
HUMAN RESOURCES MANAGEMENT
The Human Resources Management (HRM) function has driven changes in the way HumanResources (HR) are managed and developed striking a balance between business needs andindividual aspiration. HRM has now become business partner and is taking key decision notjust with respect to HR but businesses as whole. It focuses on improving the way of lifework culture employee engagement productivity effectiveness and efficiency.
Your Company initiated multiple actions to keep the workforce engaged. The HRDepartment is continuously looking at expanding opportunities for growth. The broader ouremployees' experience education and background the more diverse their opinions andinsights the deeper your Company's collective understanding grows. The result is acollaborative environment that respects individual needs and promotes ongoing development.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company has in place policy on Prevention Prohibition and Redressal of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules thereunder for which your Company formed an Internal Complaints Committee. Therewas no complaint about sexual harassment during the year under review.
The Company complies with all applicable Secretarial Standards.
Your Directors express their deep sense of appreciation and extend their sincere thanksto every executive employee and associates for their dedicated and sustained contributionand they look forward the continuance of the same in future.
Your Directors wish to place on record their appreciation for the continuousassistance support and co-operation received from all the stakeholders viz. financialinstitutions banks governments authorities shareholders clients suppliers customersand associates.
For and on behalf of the Board of Directors
DIN: 00112245 Chairman Address: 11th Floor
Sun Paradise Business Plaza B Wing Senapati Bapat Marg Lower Parel Mumbai 400 013
Date: May 28 2019