Resonance Specialties Limited
Your Directors have great pleasure in presenting 30th Annual Report along with theAudited Financial Statements for them financial year ended 31st March 2019.
1. FINANCIAL RESULTS:
The financial performance of the Company for the financial year ended 31st March 2019is summarized as under: (Figures in Rupees Lakhs)
|Particulars ||2018-19 ||2017-18 |
|Turnover ||4162.94 ||3596.07 |
|Other Operating Income ||139.17 ||110.79 |
|Profit/ (Losses) Before Interest ||628.58 ||175.45 |
|Depreciation Exceptional Items and || || |
|Taxation || || |
|Interest and Finance cost ||53.59 ||54.84 |
|Depreciation ||90.65 ||114.62 |
|Exceptional Items and Others ||8.50 ||2.60 |
|Taxes including deferred tax ||155.38 ||80.20 |
|Profit/ (Losses) after taxes including deferred tax ||320.46 ||(76.81) |
|Balance in P&L account brought forward ||588.54 ||658.63 |
|Balance in the P&L account carried forward to the Balance Sheet ||320.42 ||(69.41) |
During the year under review your Company's
Total Operational Revenues stood at Rs.4162.94 Lakhs;
Operational Expenditure was Rs.3673.54 Lakhs;
Operating profit (EBITDA) was Rs. 628.58 Lakhs;
Profit before Tax stood at Rs. 475.84 Lakhs.
Operational Revenue stood at Rs. 4162.94 lakhs and is increased by 15.76% from lastyear's turnover of 3596.07 lakhs.
As a prudent economic measure and in order to conserve the scarce liquid resources ofthe Company the Directors do not recommend any dividend on the equity shares for the yearunder review.
4. SHARE CAPITAL:
During the year under review the Company has not issued nor redeemed any shares; sothe share capital stands at par with the last year which stood as Authorised ShareCapital at Rs. 1500.00 Lakhs divided into 150.00 lakhs Equity Shares of Rs. 10.00/- eachas on 31st March 2019 and paid up Share Capital at Rs. 1154.40 Lakhs divided into 115.44Lakhs Equity Shares of Rs. 10.00/- each fully paid up.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr. Satish Chander Mathur Whole-Time Director of the Company wasresigned with effect from 14th November 2018.
During the year Mr. L. R. Daga Independent Director of the Company was ceased to beDirector of any company w.e.f.
18th March 2019 due to disqualification occurred in other company in which he isholding the position of director. In this regard the Company has filed the respectiveForm DIR-12 with the Registrar of Companies Mumbai and also informed the BSE on animmediate basis.
During the year in the meeting of the Board of Directors held on 14th August 2018Mr. Dwarika Agrawal was appointed as Chief Financial Officer (CFO) of the Company witheffect from 14th August 2018; Ms. Shital Churi Chief Financial Officer and Ms. MinalBhosale Company Secretary & Compliance Officer were resigned from their post w.e.f.14th August 2018.
During the year in the meeting of the Board of Directors held on 14th November 2018Ms. Priyanka Shah was appointed as Company Secretary and Compliance Officer of the Companyw.e.f. 11th October 2018 and she was resigned from such position by giving resignationletter dated 31st January 2019.
During the year in the meeting of the Board of Directors held on 14th February 2019Mr. Sagar Lambole has appointed as Company Secretary and Compliance Officer of the Companywith effect from 14th February 2019.
Pursuant to the provisions of Regulation 17(1A) of SEBI (LODR) Regulations 2015 (asamended from time to time) No listed entity shall appoint a person or continue thedirectorship of any person as a non-executive director who has attained the age of seventyfive years unless a special resolution is passed to that effect. Therefore the Boardrecommends for continuation of directorship of Mr. B. P. Agrawal as Non-Executive Directorof the Company. A resolution seeking shareholders' approval for their appointment forms apart of the Notice.
In the meeting of the Board of Directors held on 29th May 2019 Mr. Pankaj Khandelwalhas been appointed as an Additional and Executive Director of the Company w.e.f. 1st June2019. Therefore the Board recommends to appoint him as an Executive Director of theCompany as shown in the Item No. 5 of the Notice of 30th AGM.
Mr. B. P. Agrawal Non-Executive Director retires by rotation and being eligibleoffers himself for re-appointment at the ensuing Annual General Meeting of the Company.Your Directors recommend his appointment at Item No. 2 of the Notice convening the AnnualGeneral Meeting.
In the meeting of the Board of Directors held on 29th May 2019 Mrs. Archana YadavIndependent Women Director of the Company was elected as Chairman of the Board ofDirectors and the Company.
Pursuant to the provisions of section 149 of the Act Ms. Archana Surendra Yadav andMr. Yaqoob Ali are the Independent Directors of the Company. All the IndependentDirectors have submitted a declaration that each of them meets the criteria ofindependence as provided in section 149(6) of the Act and there has been no change in thecircumstances which may affect their status as Independent Director during the year.
Brief profiles of the Directors proposed to be appointed/ reappointed; qualificationexperience and the names of the
Companies in which they hold directorship membership of the board committees asstipulated in the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 are provided along with the Notice conveningAnnual General Meeting.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2019 are: Mr. Atma Bandhu Gupta Managing Director Mr.Dwarika Agrawal Chief Financial Officer (CFO) and Mr. Sagar Lambole
6. NO. OF MEETING OF THE BOARD:
Four meetings of the Board were held during the year under review. For details ofmeetings of the Board please refer to the Corporate Governance Report which is a part ofthis report.
7. BOARD COMMITTEES:
Currently the Board has three Committees: the Audit Committee the Nomination andRemuneration Committee the Stakeholder's Relationship Committee. Also the IndependentDirectors meeting is held once in the year to discuss the overall performance of eachDirector and Board as a whole. A detailed note on the composition of the Board and itsCommittees is provided in the Corporate Governance Report section of this Annual Report.
8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant and material orders passed by the
Regulators or Courts or Tribunals impacting the going concern status and Company'soperations in future.
9. REPORTING OF FRAUDS:
There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act and Rules framed thereunder either to the Company or to the CentralGovernment.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 as amendedwith respect to the Directors' Responsibility
Statement it is hereby confirmed that:
(a) In the preparation of the annual accounts for the Financial Year ended 31st March2019 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
(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 31st March 2019 and of its profitfor the year ended on that date;
(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of your Company and for preventing and detecting fraud and otherirregularities;
(d) The Directors have prepared the annual accounts for the Financial Year ended on31st March 2019 on a going concern basis;
(e) The Directors have laid down internal financial controls to be followed by yourCompany and that such internal financial controls are adequate and were operatingeffectively. The details of the same forms part of Management Discussion and AnalysisReport; and
(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
11. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report for the year under review as required underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is given as a separate annexure to this Report.
12. PUBLIC DEPOSITS:
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
13. STATUTORY AUDITORS:
V. R. Bhabhra & Co. Chartered Accountants (Registration No.112861W) were appointedby the shareholders at the 28th
Annual General Meeting to hold office until the conclusion of 32nd Annual GeneralMeeting subject to ratification by shareholders at each Annual General Meeting. Companyhas obtained from the Auditors a certificate as required under Section 139 of the
Companies Act 2013 to the effect that they are eligible to continue as statutoryauditor of the Company. The Board considered the matter and thereafter decided that theratification of the above named Auditors be recommended to the shareholders at theforthcoming Annual General Meeting on such remuneration fee and out of pocket expensesas shall be fixed by the Board of
Directors of the Company in consultation with Auditors.
The observations and comments given in the Auditors Report read together with the notesto the accounts are self-explanatory and hence do not call for any further information andexplanation under section 134(3) of the Companies Act 2013.
14. SECRETARIAL AUDITOR:
Secretarial Audit for the Financial Year 2018-19 was conducted by Alok Khairwar &Associates; Company Secretaries (COP 12880) in accordance with the provisions of Section204 of the Companies Act The Secretarial Auditor's Report is attached to this Report asAnnexure-B.
Secretarial Audit Report do not contain any qualification reservation or adverseremark or disclaimer.
BY THE COMPANY:
The Company has not given any loans or made any investments covered under theprovisions of section 186 of the Companies Act 2013.
The Company has also not given any guarantee during the year.
16. SUBSIDIARY COMPANIES:
The Company does not have any Subsidiary Joint Venture or Associate Company.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
|Name of the Related Party ||Particulars of Contracts/ arrangements ||Value of Transactions in Rs. |
|1 Avignon Exim Pvt. Ltd. ||Sale and purchase ||3771073 |
|2 Avignon Exim Pvt. Ltd. ||Conversion Charges ||Nil |
|3 Vista Organics Pvt. Ltd. ||Conversion Charges ||56782451 |
|5 Vista Organics Pvt. Ltd. ||Purchase of Raw Materials ||1755975 |
|6 Ushma Investment Pvt. Ltd. ||Rent ||900000 |
|7 Avignon Chemical Pvt. Ltd. ||Rent ||900000 |
|8 Vista finance & Leasing Pvt. Ltd. ||Rent ||900000 |
|9 Mrs. Usha Gupta ||Salary ||800004 |
|10 Mr. L. R. Daga ||Professional Fees ||33750 |
|11 Ramanand Associates - Interest of Ms. Archana Surendra Yadav ||Professional Fees ||NIL |
|12 Y-Chem Consulting Interest of Dr. Yaqoob Ali ||Professional Fees ||432000 |
|13 Neha Consulting Agency - Interest of Mr. Bishwanath Prasad Agrawal ||Professional Fees ||NIL |
|14 Bishwanath Prasad Agrawal ||Professional Fees ||185000 |
18. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED ON ITS CORPORATE SOCIAL RESPONSIBILITYINITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the Company does not fall under the criteria of Section 135 of CompaniesAct 2013.
19. CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS KEY MANAGERIALPERSONNEL AND SENIOR MANAGEMENT PERSONNEL:
The Nomination and Remuneration Committee has laid down a well-defined criteria forselection of candidates for appointment as Directors Key Managerial Personnel and SeniorManagement Personnel in the Nomination and Remuneration Policy recommended by them andapproved by Board of Directors.
20. VIGIL MECHANISM POLICY:
The Company has a vigil mechanism policy to deal with instances of fraud andmismanagement if any. The vigil mechanism policy is uploaded on the website of theCompany at the website www. resonancesl.com.
21. POLICY ON DOCUMENTS RETENTION:
The Company has a policy on Documents Retention and the same has been displayed on theCompany's website www. resonancesl.com.
22. POLICY ON DETERMINATION OF MATERIALITY OF EVENTS:
The Company has a policy on determination of Materiality of events and the same hasbeen displayed on the Company's website www.resonancesl.com.
23. ADOPTION OF INDIAN ACCOUNTING STANDARDS (Ind AS):
The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated 16th February 2015 notified applicability of Ind AS (Indian Accounting Standard)to a certain class of Companies. Accordingly Ind AS was applicable to your Company forthe accounting period beginning 1st April 2016. Your
Company has adopted the Ind AS and the financial statements comply with all aspectswith Indian Accounting Standards (Ind
AS) notified under section 133 of the Companies Act 2013 (the
Act) [Companies (Indian Accounting Standards) Rules 2015] and other relevantprovisions of the Act.
24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has Internal Control Systems commensurate with the size scale andcomplexity of its operation. The Internal
Audit Team monitors and evaluates the efficacy and adequacy of internal control systemsin the Company its compliance with operating systems accounting procedures and policieswithin the Company. Based on the report of internal audit function process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant observations and corrective actions thereon are presented to the AuditCommittee from time to time.
25. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company has in place adequate internal financial control commensurate with thesize scale and complexity of its operations. The Company has policies and procedures inplace for ensuring proper and efficient conduct of its business the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial information.
The Company has adopted accounting policies which are in line with the AccountingStandards and the Companies Act 2013.
26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
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. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year no complaint has beenreceived.
27. EXTRACT OF THE ANNUAL RETURN:
An extract of the Annual Return as of 31st March 2019 pursuant to sub-section (3) ofSection 92 of the Companies Act 2013 and forming part of the report is attachedseparately as Annexure-"A " to the Board's Report.
28. REMUNERATION POLICY FOR DIRECTORS KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENTEMPLOYEES:
The Nomination and Remuneration Committee has laid down the policy for remuneration ofDirectors Key Managerial Personnel and Senior Management Personnel in the Nomination andRemuneration Policy recommended by them and approved by Board of Directors which can beaccessed by web link http:// www.resonancesl.com/policies.html.
29. DETAILS OF FAMILIARIZATION PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS HAVE BEENDISCLOSED ON WEBSITE OF THE COMPANY:
The Familiarization Programme for Independent Directors is hosted on the Company'swebsite at www.resonancesl.com.
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) 2014 has been appended as Annexure I' to thisReport. The information as required under Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 will be provided upon request by anymember of the Company. In terms of Section 136 (1) of the Companies Act 2013 the Reportand the Accounts are being sent to the members excluding the said Annexure. Any memberinterested in obtaining copy of the same may write to the
Company Secretary at the Registered Office of the
31. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:
As required under Section 134(3) (m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 the particulars relating to conservation of energytechnology absorption and foreign exchange earnings and outgo are given in AnnexureII' to the Board's Report hereto and forms part of this report.
32. Industrial Relations:
The industrial relations continued to be generally peaceful and cordial during theyear.
33. Transfer to Investor Education and Protection Fund (IEPF):
Your Company has during the year under consideration not transferred any sum to IEPF asthe dividend was declared for the year 2013-14 and 2014-15 hence it is kept open for theperiod of 7 years for the Investors to claim the same and it is due for transfer to IEPFin the year 2021 and 2022 respectively.
34. RISK MANAGEMENT:
The Company has a Risk Management Policy which has been adopted by the Board ofDirectors. Currently the Company's risk management approach comprises Governance of Risk
Identification of Risk Assessment of Control of Risk. The risks are identified and arediscussed by the representatives from various functions. The Board and the Audit Committeeprovide oversight and review the risk management policy periodically.
35. CORPORATE GOVERNANCE REPORT:
A report on the Corporate Governance along with the Certificate from the CompanySecretary in practice is separately given in the Annual Report.
The Board of Directors express their appreciation for the sincere co-operation andassistance of Government Authorities Bankers Customers Suppliers Business Associatesand the efforts put in by all the employees of the Company. The Board of Directorsexpresses their gratitude to all our valued shareholders for their confidence andcontinued support to the Company.
For and on behalf of the Board
Ms. Archana Yadav
Dr. A. B. Gupta
Date : 29th May 2019