TO THE MEMBERS
Your directors are pleased to present the 35thAnnual Report on the businessand operations of the Company together with its Audited Financial Statements for the yearended March 31 2021.
1. FINANCIAL HIGHLIGHTS OF THE COMPANY
|Particulars ||Rs.In Lakhs || |
| ||2020-21 ||2019-20 |
|Revenue From Operations ||182.5 ||207.93 |
| ||4 || |
|Other Income ||0.43 ||9.47 |
|EBITDA ||(98.36) ||(80.38) |
|Interest and Financial charges ||0.01 ||0.01 |
|Depreciation ||571.94 ||571.94 |
|Profit/(Loss) before taxes and Exceptional ||(670.30) ||(652.32) |
|Items || || |
|Exceptional Items ||(0.16) ||0.39 |
|Provision for taxes ||- ||- |
|Profit / (Loss) for the Year ||(670.46) ||(651.93) |
2. STATE OF COMPANY'S AFFAIRS
Your Company has achieved a turnover of Rs.182.54 Lakhs for the period ended March 312021 as against Rs. 207.93 (FY 2019-20) which is lower by 25.39 Lakhs (12.21%) as comparedto previous Financial Year.
The total expenditure for the period ended March 31 2021 stood at 853.43 Lakhsdecreased by 15.90 Lakhs (1.82%) as compared to previous year.
The Loss (EBITDA) before Depreciation Finance Cost and Tax for the year ended March31 2021 amounted to 98.36 Lakhs increased by 17.98 Lakhs (22.37%) as compared toprevious year.
The Loss before tax and Exceptional litem(s) for the year ended March 312021 amountedto 670.30 Lakhs increased by 17.98 Lakhs (2.76%) as compared to previous year.
The tax expense for the year ended March 31 2021 was (zero) 0 Lakhs. The Loss aftertax for the year ended March 31 2021 stood at 670.30 Lakhs as against a loss of 652.32Lakhs of the previous year. No transfer was made to General reserve during the year endedMarch 31 2021.
3. MATERIAL CHANGES AND COMMITMENTS
The outbreak of corona virus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. Operations and revenue havebeen impacted due to COVID-19.
Your directors regret to state that in view of the continuous losses suffered by thecompany no dividend has been recommended for the year ended March 31 2021.
5. SHARE CAPITAL
The Authorised Share Capital of the Company as on date of Balance Sheet is1000000000/- divided into 100000000 equity shares of Rs.10/- each.
The paid-up share capital of the company as on date of balance sheet is Rs.982792390/- divided into 98279239 equity shares of Rs.10/- each.
During the year under review the company has neither increased the Authorized sharecapital and nor allotted any equity shares.
The Company s borrowings as at March 31 2021 stood at Rs.3918.62 lakhs as againstRs.3922.12 lakhs as at March 31 2020.
7. PUBLIC DEPOSITS
During the year 2020-21 your Company has not accepted/renewed any fixed depositswithin the meaning of section 73 of the companies Act 2013 Read with the Companies(Acceptance of Deposits) Rules 2014 during the period under review.
8. INFORMATION ABOUT SUBSIDIARY / JOINT VENTURES
Your Company does not have any subsidiary/Associate company as on 31st March 2021.Hence requirement of consolidated financial statement is not applicable to the Company
9. PARTICULARS OF RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were onan arm s length basis and were in the ordinary course of business and were in compliancewith the applicable provisions of the Companies Act2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. There were no materially significant RelatedParty Transactions made by the Company during the year that would have requiredShareholder approval under the SEBI (Listing Obligations and Disclosure Requirements)Regulations2015.
All Related Party Transactions are placed before the Audit Committee for omnibusapproval as also the Board for their approval. A statement containing the details of allRelated Party Transactions has been placed before the Audit Committee and the Board ofDirectors for their review or approval on a quarterly basis. The Policy on Materiality ofRelated Party Transactions and on dealing with Related Party Transactions as approved bythe Board may be accessed on Company s website. There were transactions during the yearwhich are given in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act 2013read with Rule 8 (2) of the Companies (Accounts) Rules 2014 is set out as Annexure D tothis report.
10. IMPLEMENTATION OF RISK POLICY
Regulation 21 of SEBI (LODR) requires the top 1000 listed Companies to constitute aRisk Management Committee. This regulation is not applicable to your company. The companyhowever has appointed an internal auditor whose terms of reference among other thingsincluded in the evaluation of Internal Control Systems and inform the management aboutprobable lapses. The Audit Committee and the Board of directors have from time to timealso identified the risks and opportunities. This practice seeks to create transparencyminimize adverse impact on business objective and enhance the Company s competitiveadvantage. The two key components of risks are the probability (likelihood) of occurrenceand the impact (consequence) of occurrence if the risk occurs. Risk is analyzed bycombining estimates of probability and impact in the context of existing control measures.The Company has laid down procedures to inform Audit Committee as well as the Board ofDirectors about the risk assessment and management procedures and status. These proceduresare periodically reviewed to ensure that the executive management monitors and controlsrisks.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
The Company is well supported by the knowledge and experience of its Directors andExecutives. Re-appointments: At the 34th Annual General Meeting (AGM) Mr. NalinkantAmratlal Rathod and Ms. Bharati Nalin Rathod Directors were retired by rotation and beingeligible offers themself for re-appointment. The Board of Directors on recommendationof the Nomination and Corporate- cum-Remuneration committee has recommend re-appointed ofMr. Nalinkant Amratlal Rathod and Ms. Bharati Nalin Rathod. Key Management Personnel:
Pursuant to the provisions of Section 2(51) and 203 of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (asamended from time to time) the following are the Key Managerial Personnel of the Company:
Mr.Viren Rathod (Managing Director);
Tribhuvan Simh Rathod (Chief Financial Officer) Mr. Ravi Kiran Sukumar CompanySecretary
12. BOARD AND COMMITTEE MEETINGS
During the year the Board of directors has meet 4(four) times and Audit Committee hasmeet 4 times. Details of the composition of the Board and its Committees and of themeetings held and attendance of each of the Directors at such Meetings are provided inthe Corporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
13. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration from all the independent Directors of the Companyconfirmation that they meet the criteria of Independent directors prescribed under the Actand the listing Regulation.
14. DIRECTORS' RESPONSIBILITY STATEMENT.
Accordingly pursuant to Section 134(3) (c) and 134(5) of the Companies Act 2013 theBoard of Directors to the best of their knowledge and ability confirm that: In thepreparation of the annual accounts the applicable accounting standards have been followedand that there are no material departures; The Directors had selected such accountingpolicies and applied them consistently made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year March 31 2021 and of the loss of the Company for thatperiod; The Directors had taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; TheDirectors had prepared the annual accounts on a going concern basis; The Director laiddown the internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and are operating effectively; The Directors had devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.
No fraud reported by auditors under sub-section (12) of Section 143 other than thosewhich are reportable to the Central Government.
15. EVALUATION OF BOARD OF DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation& Disclosure Requirement) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of its committees. The manner in which the evaluation has been carried out isexplained in the Corporate Governance Report which forms the part of this Annual ReportThe Board of Directors of the Company presently comprises (9) Non-Executive Directors andone Executive Director viz. the Managing Director. The Directors appointed on the Boardare from diverse fields relevant to the Company s business having longstanding experienceand expertise in their respective fields. They have considerable experience in managinglarge corporate and have been in public life for decades. Non-Executive Directors addsubstantial value through the deliberations at the meetings of the Board and Committeesthereof. To safeguard the interests of the investors they also play a control role. Inimportant Committees of the Board such as Audit Committee Nomination & RemunerationCommittee Stakeholders Relationship Committee etc. the Directors play an important roleby contributing to the deliberations of the Committee Meetings. Besides contributing atthe meetings of the Board and Committees the Non-Executive Directors also have off-linedeliberations with the Management of the Company and add value through such deliberations.In a separate meeting of Independent Directors performance of Non-Independent Directorsperformance of the Board as a whole and performance of the Chairman was evaluated takinginto account the views of executive and non-executive directors.
16. INTERNAL CONTROLS SYSTEMS (ICS) AND THEIER ADEQUACY
The company has established adequate internal control system (ICS) commensurate withsize and scale and complexity of its operations. Based on the framework of internalfinancial controls and compliance systems established and maintained by the Company workperformed by the internal statutory and secretarial auditors including audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by Management and the relevant Board Committees including the Audit Committeethe Board is of the opinion that the Company s internal financial controls were adequateand effective during the financial year 2020-21 except at some point.
17. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a mechanism for theDirectors and employees to report genuine concerns about any unethical behavior actual orsuspected fraud or violation of the Company s Code of Conduct. The provisions of thispolicy are in line with the provisions of Section 177(9) of the Act read with Regulation22(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015/Listing Agreement. The details of the policy as well as its weblink are contained inthe Corporate Governance Report.
18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review no significant and material orders were passed by theRegulators or Courts or Tribunals impacting the going concern status and future operationof the Company.
19. CORPORATE SOCIAL RESPONSIBLITY
The company had incurred loss in the current year and also in past 3 years also. Eventhough the Provisions of Section 135 of the Companies Act2013 in respect of CorporateSocial Responsibility is not applicable your Company is intrinsically associated with thesociety and environment by upholding its businesses with transparency and commitment.
20. REMUNERATION POLICY
The Company had adopted a Remuneration Policy for the Directors Key Managerial Personsand other employees pursuant to the provisions of the Act.
Disclosure relating to Remuneration of Directors Key Managerial Personnel (KMP) andParticulars of employees.
In accordance with Section 178 and other applicable provisions if any of theCompanies Act 2013 read with the Rules thereunder (Including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) the Board ofDirectors of the Company based on recommendation of Nomination and Remuneration Committee(NRC) of the Board has approved the Remuneration Policy of the Company. Further inaccordance with Section 178 and other applicable provisions if any of the Companies Act2013 read with the Rules thereunder (Including any statutory modification(s) orre-enactment(s) thereof for the time being in force) the Company has adopted revisedPolicy in meeting of Board of Directors held on 06th February 2021 which includes the roleof NRC.
The Remuneration Policy is stated in the Corporate Governance report.
Particulars of information as per Section 197 of the Act read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014- a Statementshowing the names and other particulars of the Employee drawing remuneration in excess ofthe limits set in Rules and Disclosures pertaining to remuneration and other details asrequired under Section 197(12) of the Act read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 if any shareholderinterested in obtaining the same may write to the Company Secretary at the RegisteredOffice of the Company.
21. LISTING OF SHARES
The Equity Shares of your Company continue to remain listed on BSE Limited Mumbai.
The Listing fees to these Stock Exchanges and custodian fees to NSDL and CDSL have beenpaid by the Company for the financial year 2020-21.
I. Statutory Auditors:
M/s.R.Sundararajan & Associates Chartered Accountants (Firm Registration No.08282S)Who are statutory auditors of the company to hold till conclusion of 38th AnnualGeneral Meeting.
II. Cost Auditors
As per the provisions of Section 148(1) of the Companies Act 2013 Read with Companies(Cost Records and Audit) Rules 2014 as amended from time to time the maintenance of costrecords and the requirement of audit of cost records in accordance with the applicablerules are not applicable to the company.
III. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the company has appointed Mr. Niraj Trivedi Practicing Company SecretaryVadodara to undertake the Secretarial Audit of the Company for the F.Y. 2020-21. Thesecretarial audit report is included as Annexure MR-3 and forms an integral part of thisreport. During the year the Secretarial Auditor has provided observations in his report.The Secretarial Auditor in their Report MR-3 for the F.Y. 2020-21 have given some remarksin respect of delay / non-submition of forms publication of advertisement in newspaperand non-compliance under listing Regulations etc. These delay in submition of forms andnon-compliances under the Companies Act LODR SEBI Regulations are mainly due to allmembers of the staff taking care of secretarial department were working from home due toCOVID -19 pandemic even majority staff during F.Y. 2020-21 got COVID-19 infected and werehospitalized.
Even working from home being new concept and the staff members were not in a positionto coordinate among each other and with the directors in a manner required.
Due to lack of proper coordination and hospitalization of major staff of secretarialdepartment some lapses as mentioned in Secretarial Audit Report- MR-3 took places.
The Company has taken serious view and will make sure that the same will not happenagain in future.
IV. Internal Auditors
The Board of Directors appointed Mr. Parth Patel Chartered Accountants as InternalAuditors of the Company for the financial year 2021-22.
23. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION &
Your Company believes in conducting its affairs in a fair transparent andprofessional manner and maintain the good ethical standards transparency andaccountability in its dealings with all its constituents. Your Company has Complied withall the Mandatory Requirements of Corporate Governance norms as required under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Seperate reporton Management Discussion& Analysis Corporate Governance as well as the Auditor scertificate on the compliance of Corporate Governance thereon forms part of this report asAnnexure-A and Annexure- E respectively .
24. INFORMATION REGARDING CONSERVATION OF ENERGY TECHNOLOGY
ABSORBTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information as required under Section 134(3) (m) of the Companies Act2013 readwith the Companies (Accounts) Rules2014 is set out herewith as Annexure-B forming part ofthis report.
25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF COMPANIES ACT2013
Your Company has not granted any Loans Guarantees or Investments under Section 186 ofthe Companies Act2013.
26. AUDITORS REPORT
The Statutory Auditor of the Company had given some qualified opinion on FinancialStatement of the Company which are as follows
|Sr.No 1. ||Qualified Opinion The Company has generated negative operating cash flows incurred substantial operating losses and significant deterioration in value of Assets used to generate cash flows all of which indicate existence of material uncertainty in the Company s ability to continue as going concern for a reasonable period of time. The attached financial Statements do not include any adjustment that might result had the above uncertainties been known. ||Comments be Board of Directors The company is in the process of merger with another group company. Post merger company will be able to achieve profitability. |
|2. The Company s building is carried in the Books at a value of Rs.635.06 lakhs as at March 312021. Independent Valuation of the same during earlier year (2017) had indicated impairment in value of Rs.376.20 lakhs which ought to be recognised in the Statement of profit and loss. However the Company has represented that under the rehabilitation scheme sanctioned by BIFR in 2002 a reserve of Rs.754.44 lakhs had been created (upon Capital reduction) towards adjustments of possible impairment in the Value of Property plant and Equipment and that steps are being initiated to adjust the impairment in value against that reserve with approval of appropriate authorities. Consequently the said impairment in value of building has not been recognized in the Financial Statements. ||A reserve of Rs. 754.14lakhs has been created towards adjustment of possible impairment in value of plant/equipments and buildings. Company is also planning to carry out fresh valuation during the next year to identify any impairment and take appropriate action for such recognition in the financial statement. |
|3. The Company does not have an appropriate internal control system for assessing and recognising impairment to the immovable properties of the Company and this could potentially result in the Company recognising immovable properties at erroneous values. A material weakness is a deficiency or a combination of deficiencies in internal financial control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. ||Management is planning to carry out fresh valuation of its assets by certified valuer during the ensuing financial year and take appropriate steps for recognising any impairment in the value of assets. |
|4. Delays were noticed in depositing undisputed statutory dues including provident fund employee s state insurance income tax Goods and Service tax and other statutory dues with the appropriate authorities during the year. The arrears of statutory dues outstanding for more than six months as at March 31 2021 are: Nature of Dues Amount (Rs. Lakhs) Sales Tax 6.00 Income Tax 1.51 ||Management is taking steps to clear all pending statutory dues during the next financial year and enclose that there ae no dues in future. |
|AP Pollution 1.25 || |
|Control Board || |
|Southern 3.16 || |
|Power || |
|Distribution Co of Telangana Ltd || |
|We are informed that the delays were caused due to financial constraints. || |
|5. The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. The same however needs to be updated. ||Company is taking steps to update the same |
27. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company had zero tolerance for sexual harassment at its workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at the workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder for prevention and redressalof complaints of sexual harassment at workplace. During the Year under review the companyhas not received any complaints of any sexual harassment.
28. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act an AnnualReturn as on March 31 2021 is available on the Company s website on www.restile.com.
29. SECRETARIAL STANDARD
The Company has followed the applicable Secretarial Standards i.e. SS-1 and SS-2relating to Meetings of the Board of Directors and General Meetings respectively duringF.Y 2020-21.
30. MAINTENANCE OF COST RECORDS: -
The Company is not required to maintain cost records as specified by Central Governmentunder Section 148(1) of the Companies Act 2013 and accordingly such accounts and recordsare not made and maintained by the Company.
31. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE: -
There are no such proceedings or appeals pending under Insolvency and Bankruptcy Code2016 (31 of 2016) during the year and at the end of the financial year.
32. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THEBANKS OR FINANCIAL INSTITUTIONS: -
No such instance of One-time settlement or valuation was done while taking ordischarging loan from the Banks/ Financial institutions occurred during the year.
33. FRAUD REPORTING BY AUDITOR: -
No fraud has been reported by the Auditors to the Audit Committee or the Board.
Your director s wish to place on record their appreciation for the contribution made bythe employees at all levels but of whose hard work and support your company s achievementswould not have been possible. Your directors also wish to thank its customers dealersagents suppliers investors and bankers and various State and Central GovernmentAgencies. The Directors also take this opportunity to thank the shareholders for theircontinued confidence reposed in the Management of the company.
| ||By Order of the Board of Directors |
|Sd/- ||Sd/- |
|VirenRathod ||N.S.MANI |
|Managing Director ||Director |
|(DIN 03407158) ||(DIN 02577983) |