Resonance Specialties Limited.
The directors submit 29th annual report of Resonance Specialties Limited (the"Company" or "RSL") along with the audited financial statements forthe financial March 31 2018.
1. Financial Results:
The financial performance of the ended March 31 2018 is summarized as under:
| ||2017-18 ||2016-17 |
| ||Rs. In Lakhs ||Rs. In Lakhs |
|Turnover ||3596.07 ||3418.34 |
|Other Operating Income ||110.79 ||83.76 |
|Profit/ (Losses) Before Interest Depreciation and Taxation ||175.45 ||284.27 |
|Depreciation ||114.62 ||106.00 |
|Exceptional Items ||2.60 ||- |
|Profit/ (Losses) after taxes including deferred tax ||(76.81) ||102.64 |
|Balance in P&L account brought forward ||658.63 ||530.99 |
|Balance in the P&L account carried forward to the Balance Sheet ||(69.41) ||102.64 |
During the year under review your Company's:
Total Operational Revenues stood at Rs. 3596.07 lakhs;
Operational Expenditure was Rs. 3189.29 lakhs;
Operating Profit (EBITDA) was Rs. 175.45 lakhs;
Profit before Tax stood at Rs. 3.38 lakhs;
Operational Revenues stood at Rs. 3596.07 lakhs and is increased by 5.20% from lastyear's turnover of 3418.34 Lakhs but due to expenditure EBITDA is lowered by 38.28% i.e.for 2017-18 EBITDA is at 175.45 Lakhs compare to last years of 284.27 Lakhs resulting PATof (76.81) Lakhs for the reporting year 2017-18.
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 at Authorized Sharecapital at 1500.00 Lakhs divided into 150.00 Lakhs equity shares of 10/- each as on 31stMarch 2018 and Paid up Share capital at 1154.40 Lakhs. Divided into 115.44 Lakhs equityshares of 10/- each.
In the Meeting of the Board of Directors held on 14th November 2017 Mr. RajnikantWorah resigned from the post of Director and Chairman W.e.f. 14th Novemberyear(FY)ended2017 and thereafter Dr. Atma Gupta the Managing Director of the Company was appointed asthe chairman for the Board meeting held on 14th November 2017. for the year
Mr. B. P. Agarwal Non-Executive Director retires by rotation and being eligibleoffers himself for reappointment 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.
Pursuant to the provisions of section 149 of the Act Mr. Laxmi Ratan Daga Ms. ArchanaSurendra Yadav and Mr. Yaqoob Ali are the independent directors of the Company. All theIndependent Director 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/ re-appointed; qualificationexperience and the names of the Companies in which they hold directorship membership ofthe board committees as stipulated in the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 are provided along with theNotice convening Annual General Meeting.
6. Key Managerial Personnel
Following Persons are the Key Managerial Personnel (KMP) of the Company Pursuant toSection 2(51) and Section 203 of the Act read with the Rules framed thereunder:
1. Mr. Atma Bandhu Gupta Chairman and Managing Director.
2. Mr. Satish Chander Mathur Whole Time Director of the Company
3. Mr. Shital Churi Chief Financial Officer
4. Ms. Minal Bhosale Company Secretary
7. No. of Meeting of the Board:
The Board met five times during the financial year the details of which are given inthe Corporate Governance report. The maximum interval between any two meetings did notexceed 120 days as prescribed in the Companies Act 2013.
8. Board Committees:
Currently the Board has three committees: the audit committee the nomination andremuneration committee the stakeholder's relationship committee. Also the IndependentDirector 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.
9. Details of Significant and Material Orders Passed the Regulators or Courts orTribunals Impacting the going concern status and Company's Operations in Future
There are no significant and material orders passed the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
10. 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.
11. 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 March2018 the applicable accounting standards have been followed along with the properexplanation relating to material departures;
b. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are made reasonable and prudent so as to give a trueand fair view of the state of affairs of your Company as at March 31 2018 and of itsprofit for 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 31stMarch 2018 on a going concern basis;
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. The details of the same forms part of Management discussion and analysisReport;
f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
12. 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.
13. 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.
14. Statutory Auditors
V. R. Bhabhara & Co. Chartered Accountants (Registration No.112861W) wereappointed by the shareholders at the 28th Annual General Meeting to hold office until theconclusion of 32nd Annual General Meeting subject to ratification by shareholders at eachAnnual General Meeting. Company has obtained from the Auditors a certificate as requiredunder Section 139 of the Companies Act 2013 to the effect that they are eligible tocontinue as statutory auditor of the Company. The Board considered the matter andthereafter decided that the ratification of the above named Auditors be recommended to theshareholders at the forthcoming Annual General Meeting on such remuneration fee and outof pocket expenses as shall be fixed by the board of Directors of the Company inconsultation 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.
15. Secretarial Auditor
Secretarial Audit for the financial year 2017-18 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 III.
The observations and comments given in the Secretarial Audit Report areself-explanatory and hence do not call for any further information and explanation.
16. Particulars of Loans Guarantees or Investments 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 anyguarantee during the year.
17. Subsidiary Companies
The Company does not have any Subsidiary Joint venture or Associate Company.
18. Particulars of Contracts or Arrangements with Related Parties:
|Sr. No ||Name of the Related Party ||Particulars of Contracts/arrangements ||Value of Transactions in Rs. |
|1 ||Avignon Exim Pvt. Ltd. ||Sale and purchase ||3627435 |
|2 ||Avignon Exim Pvt. Ltd. ||Conversion Charges ||7910325 |
|3 ||Vista Organics Pvt. Ltd. ||Conversion Charges ||51094918 |
|5 ||Vista Organics Pvt. Ltd. ||Purchase of Raw Materials ||12125820 |
|6 ||Ushma Investment Pvt. Ltd. ||Rent ||720000 |
|7 ||Avignon Chemical Pvt. Ltd. ||Rent ||720000 |
|8 ||Vista finance & Leasing Pvt. Ltd. ||Rent ||720000 |
|9. ||Usha Gupta ||Salary ||800000 |
|10. ||Ascent Financial Services - Interest of Mr. L.R. Daga ||Professional Fees ||156000 |
|11. ||Ramanand Associates - Interest of Mrs. Archana Surendra Yadav ||Professional Fees ||59000 |
|12. ||Y-Chem Consulting Interest of Dr. Yaqoob Ali ||Professional Fees ||236000 |
|13. ||Neha Consulting Agency - Interest of Mr. Bishwanath Prasad Agrawal ||Professional Fees ||196200 |
|14. ||Bishwanath Prasad Agrawal ||Professional Fees ||105000 |
19. 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.
20. 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.
21. 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
22. 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
23. 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
24. Adoption of Indian Accounting Standards (Ind AS)
The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified applicability of Ind AS (Indian Accounting Standard) toa certain class of Companies. Accordingly Ind AS was applicable to your Company for theaccounting period beginning April 1 2017 with a transition date on April 1 2016. YourCompany has adopted the Ind AS and the financial statements comply with all aspects withIndian 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. The comparative financial information of the Company for the yearended March 31 2017 and the transition date opening balance sheet as at April 1 2016included in the Ind AS financial statements are based on the previously issued statutoryfinancial statements for the years ended March 31 2017 and March 31 2016 prepared inaccordance with the Companies (Accounting Standards) Rules 2006 (as amended) andadjustments to those financial statements for the differences in accounting principlesadopted by the Company on transition to the Ind AS.
25. Internal Control Systems and their adequacy
The Company has Internal Control Systems commensurate with the size scale andcomplexity of its operation. The Internal Audit Department monitors and evaluates theefficacy and adequacy of internal control systems in the Company its compliance withoperating systems accounting procedures and policies within the Company. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant observations andcorrective actions thereon are presented to the Audit Committee from time to time.
26. 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 Indian AccountingStandards and the Companies Act 2013.
27. 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.
28. Extract of the Annual Return
An extract of the Annual Return as of 31st March 2018 pursuant to the sub-section (3)of Section 92 of the Companies Act 2013 and forming part of the report is attachedseparately as Annexure to the Board's Report.
29. 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.
30. The Details of Familiarization Programme arranged for Independent Directors havebeen disclosed on website of the Company: The Familiarization Programme forIndependent Directors is hosted on the Company's website at email@example.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 theRegistered Office of the Company.
32. 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) Rules2014 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.
33. Industrial Relations
The industrial relations continued to be generally peaceful and cordial during the year
34. 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 in theyear 2021and 2022 respectively
35. 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 ofRisk Identification of Risk Assessment of Control of Risk. The risks are identified andare discussed by the representatives from various functions. The Board and the AuditCommittee provide oversight and review the risk management policy periodically.
36. 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 &on behalf of the board of Directors |
|sd/- ||sd/- |
|Mr. Laxmi Ratan Daga ||Dr. A. B. Gupta |
|Director ||Chairman & Managing Director |
|(DIN: 05211735) ||(DIN: 00025255) |
|Place: Mumbai || |
|Dated: 30th May 2018 || |