Your Directors have pleasure in presenting the Forty First Report together with theAudited Accounts of your Company for the year ended 31st March 2018.
The highlights of the performance of your Company during the fiscal are givenhereunder;
| || ||(All figures in Rs Lakhs) |
|Particulars ||31.03.2018 ||31.03.2017 |
|Total Income ||4700.47 ||13271.70 |
|Total Expenditure ||4506.22 ||11741.77 |
|Profit before Tax ||194.25 ||1529.93 |
|Less: Tax expense ||37.46 ||61.22 |
|Profit from continuing operations ||156.79 ||1468.71 |
|Loss from discontinuing operations ||(747.71) ||(26.36) |
|Profit/loss for the period ||(590.91) ||1442.34 |
Transition To Indian Accounting Standards (Ind As)
The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified the Indian Accounting Standards (Ind AS) applicable tocertain classes of Companies. Ind AS has replaced the existing Indian GAAP prescribedunder Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts)Rules 2014. For the Company Ind AS is applicable from April 1 2017 with a transitiondate of April 1 2016.
The following are the areas which had an impact on account of transition to Ind AS:
Employee costs pertaining to defined benefit obligations
Recognition of dividend liability and related taxes
Classification of Fixed Assets
The reconciliations and descriptions of the effect of the transition from IGAAP to IndAS have been provided in the notes to accounts in the financial statements.
Operations / Performance review
Net Sales of your company decreased to Rs. 45.32 Crores in FY 18 from Rs.131.61 Croresin FY 17. This is due to some large value of tenders for drilling equipment wereinordinately delayed during FY 18. Due to lower sales profitability declined in FY 18.
Change in the Nature of Business if any
There was no change in the nature of business of the Company during the financial yearended 31st March 2018
Management discussion and analysis Structure and Developments Opportunities andThreats Outlook Risk and Concern: Overview of the Economy
I ndia has emerged as the fastest growing major economy in the world as per the CentralStatistics Organisation (CSO) and I nternational Monetary Fund (IMF) and it is expected tobe one of the top three economic powers of the world over the next 10-15 years backed byits strong democracy and partnerships. India's GDP is estimated to have increased 6.6 percent in 2017-18 and is expected to grow 7.3 per cent in 2018-19.
Business Environment Outlook & Prospects for FY 2018-19.
Coal India Ltd (CIL) reported that it has missed the production target for 2017-18 (FY18) by five per cent but it achieved a 2.4 per cent growth in the fuel production overlast year.
According to its provisional data CIL produced 567.37 mt in FY 18 achieving 95 percent of its targetof 600 mt for the year. However it achieved a 2.4 per cent growth inproduction as compared to 554.13 mt produced in FY17.
The total coal demand in the country is expected to be around 1.21.5 BT as pervarious estimates by the government and independent agencies. Considering this theMinistry of Coal Government of India has set up a target of more than doubling the coalproduction in the country and reach a production level of 1.5 BT by FY 2020. To achievethis the government has set a target of increasing coal production of Coal India Limited(CIL) to a level of 1 BT by FY 2020 while the balance production is to be met by SCCLthe private sector state sector and central sector PSUs. With this positive outlook itis expected that the there will be growth in demand for the Company's products in theyears to come.
Transfer to reserves
The Company has not transferred any amount to its reserves during the year underreview.
No dividend has been declared in the financial year under review having regard toresults of the year.
Transfer of unclaimed dividend to Investor Education and Protection Fund
Since there was no unpaid/unclaimed Dividend the provisions of Section 124 & 125of the Companies Act 2013 relating to transfer of Unclaimed dividend to InvestorEducation and Protection fund does not arise.
The issued subscribed and paid-up share capital of the Company as at 31.03.2018 stoodat Rs 30669430 /- divided into 3066943 equity shares of Rs 10/- each. During the yearunder review the Company has not made any fresh issue of shares.
Extract of annual return
The extract of Annual Return pursuant to the provisions of Section 92 of the CompaniesAct 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014is furnished in Annexure A and is attached to this report.
Board meetings conducted during the period under review
During the year under review 6 Meetings of the Board of Directors 6 Meetings of theAudit Committee 3 Meetings of the Nomination and Remuneration Committee 4 Meetings ofthe Stakeholders Relationship Committee were held. Further details of the same have beenenumerated in the Corporate Governance Report annexed herewith.
Statement on compliance with Secretarial Standards
The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively. The Company has duly complied with the Secretarial Standards issued by theInstitute of Company Secretaries of India on meeting of the Board of Directors (SS-1) andGeneral Meeting (SS-2)
Directors' Responsibility Statement
Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 with respectto Directors' Responsibility Statement the Board hereby confirm that -
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there were no material departure from those standards;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
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; and
f) the directors had devised proper system to ensure compliance with the provisions ofall the applicable laws and such systems were adequate and operating effectively;
Details in respect of frauds reported by auditors under section 143(12) of theCompanies Act 2013 other than those which are reportable to the Central Government
There were no instances of frauds identified or reported by the Statutory Auditorsduring the course of their audit pursuant to Section 143(12) of the Companies Act 2013.
Declaration of independent directors
The independent directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as independent directors under the provisions ofthe Companies Act 2013 and the relevant rules and SEBI (Listing Obligations andDisclosure Requirements) Rules 2015
Company's policy relating to directors appointment payment of remuneration and othermatters provided under section 178(3) of the Companies Act 2013
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for fixing and revising remuneration of Directors Key ManagerialPersonnel Senior Management Personnel and employees of the Company. The Remunerationpolicy of the Company is annexed herewith as Annexure B and can also be accessed on theCompany's website at the linkhttp://www.revathi.in/wp-content/themes/rel/pdf/Nomination-Remuneration-Policy.pdf
Comments on Auditors' Report:
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. S.S . Kothari Mehta & Co. Statutory Auditors and Mr. M.D. Selvaraj Proprietorof MDS & Associates Secretarial Auditor in their report.
The Company has maintained cost records as required under Section 148 of the CompaniesAct 2013.
Particulars of loans guarantees or investments made under Section 186 of the CompaniesAct 2013
During the year under review the Company has not granted any loan or made anyinvestment pursuant to the provisions of Section 186 of the Companies Act 2013. Howeverthe Company has given corporate guarantee for a value of Rs 15 Crores to a bank for thefacility availed by its subsidiary M/S Semac Consultants P.L td. The details in respect ofinvestments made by the Company in the earlier year have been disclosed in the notes tothe Financial Statements.
Particulars of contracts or arrangements with related parties
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.
Material changes and commitments affecting the financial position of the company:
There have been no material changes and commitments affecting the financial position ofthe Company which has occurred between the financial year ended 31st March 2018 and thedate of the report.
Conservation of energy technology absorption foreign exchange earnings and outgo
The information pertaining to conservation of energy technology absorption ForeignExchange Earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure C andis attached to this report.
Statement concerning development and implementation of risk management policy of thecompany
The Company has been addressing various risks impacting the business of the Company andrisk mitigation measures are being taken then and there.
Lower than expected GDP growth in infrastructure sector particularly in coal andconstruction segment may impact your company's prospects.
Details of policy developed and implemented by the company on its corporate socialresponsibility initiatives.
The Corporate Social Responsibility (CSR) Committee comprises of three Directors namely1. Mr.Abhishek Dalmia 2. Mr.B.V.Ramanan and 3. Mr. V.V.Subramanian as members. TheCompany's CSR objective is to promoting education including special education andemployment enhancing vocational skills to children women and differently abled personsmeasures for the benefit of armed forces war widows etc . The Company has developedCorporate Social Responsibility policy in line with the activities mentioned in ScheduleVII of the Companies Act 2013. The company has done CSR spending in FY 18 ie.contribution of Rs 17.50 lakhs to Bharat Ke Veer Corpus Ministry of Home AffairsGovernment of India benefiting the families of war widows including education of theirchildren. The annual report on CSR activities has been given in Annexure D
Annual evaluation of the Board on its own performance and of the individual directorsand committees.
On the advice of the Board of Directors the Nomination and Remuneration Committee ofthe Board of Directors of the Company formulated a criteria for evaluation of theperformance of the Board of Directors & its committees Independent DirectorsNonI ndependent Directors and the Executive Chairman/Whole-time Director of theBoard. Based on that performance evaluation has been undertaken. The IndependentDirectors of the Company have also convened a separate meeting for this purpose.
Directors & Key Managerial Personnel
Mrs.Deepali Dalmia (holding DIN: 00017415) Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible offers herself forre-appointment. Your Directors recommended her re-appointment.
Mr. Chaitanya Dalmia and Mr. S.C.Katyal have resigned from the Directorship with effectfrom 31.03.2018 and 08.06.2018 respectively. Directors wish to place on record itsappreciation and gratitude for the outstanding contribution and the valuable servicesrendered by them during their tenure of office as directors of the company.
The Board of Directors has appointed Mr.Sunil Puri as CEO & Executive Director ofthe company from 01.04.2018 to 31.03.2023. on the terms and conditions as set out in thenotice convening the Annual General Meeting. Necessary resolution in this regard has beenproposed for the approval of the members at the ensuing Annual General Meeting.
Mr.S.Hariharan (DIN: 06363724) Whole-time Director & CFO retired from the serviceswith effect from 08.06.2018. The Board recorded its appreciation and gratitude for theoutstanding contribution made by him during his 26 years of service in the Companyincluding his Whole-time Directorship in the last five years and 10 months.
Mr.M.N. Srinivasan Company Secretary retired from the services of the Company witheffect from 29.07.2018. The Directors wish to place on record its appreciation andgratitude for the valuable services rendered by him during his 23 years of service in theCompany.
Key Managerial Personnel of the Company as required pursuant to Section 2(51) and 203of the Companies Act 2013 are Mr.Abhishek Dalmia Executive Chairman Mr. Sunil Puri CEO& Executive Director.
Mr.R. Sudhir has been appointed as Chief Financial Officer of the Company with effectfrom 09.06.2018.
Subsidiaries Joint Ventures and Associate companies.
The company has two subsidiaries namely M/S Semac Consultants Private Ltd amaterial subsidiary within the definition of SEBI (Listing Obligations and DisclosureRequirements) Rules 2015 and M/S Semac and Partners LLC step down subsidiary.Further the company is a subsidiary of M/S Renaissance Advanced Consultancy Ltd. A reportcontaining the salient features of the subsidiaries and joint ventures as required underSection 129(3) of the Companies Act 2013 has been annexed herewith in AOC 1 and isattached as Annexure E to this report.
The policy on determination of material subsidiaries of the company as approved by theBoard of Directors has been uploaded on the website of the Company and can be accessed atthe link http://www.revathi.in/wp-content/themes/rel/pdf/Material-Subsidiary-Policy.pdf.
The consolidated financial statements of the company and its subsidiaries were preparedin accordance with the applicable accounting standards have been annexed to the AnnualReport. The annual accounts of the subsidiary companies are posted on the website of theCompany viz. www.revathi.in and will also be kept open for inspection by any shareholderat the Registered Office of the Company. The Company shall also provide the copy of theannual accounts of subsidiary companies to the shareholders upon their request.
The Company has not accepted any fixed deposit and hence there are no unclaimeddeposits as on 31st March 2018.
Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operation in future
There is no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and company's operation in future.
Adequacy of Internal Financial Controls with reference to the financial statements
The Company has implemented and evaluated the Internal Financial Controls which providea reasonable assurance in respect of providing financial and operational informationcomplying with applicable statutes and policies safeguarding of assets prevention anddetection of frauds accuracy and completeness of accounting records. Further the Boardannually reviews the effectiveness of the Company's internal control system. The Directorsand Management confirm that the nternalI Financial Controls (IFC) are adequate withrespect to the operations of the Company. A report of Auditors pursuant to Section143(3)(i) of the Companies Act 2013 certifying the adequacy of Internal FinancialControls is annexed with the Auditors report.
M/s. S.S. Kothari Mehta & Co (Firm Registration No. 000756N) CharteredAccountants New Delhi were appointed as the Statutory Auditors of the company for aperiod of five years at the 38th Annual General Meeting of the company held on 21stDecember 2015. Pursuant to the amendment of Section 139 of the Companies Act 2013 theCompany is no longer required to seek the ratification of the appointment of the Auditorat every Annual General Meeting. Accordingly it has been proposed to obtain the approvalof the members to continue the appointment of the Statutory Auditors without ratificationof their appointment at every Annual General Meeting. The Company has received acertificate from the Statutory Auditors to the effect that their continued appointment asthe Statutory Auditors of the Company would be within the limits prescribed under section139 of the Companies Act 2013. Members are requested to grant their approval for thecontinuation of the appointment of the Auditors for a period up to the conclusion of the43rd Annual General Meeting of the Company which ought to be held during the year 2020without ratification at every Annual General Meeting.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr.M.D.Selvaraj MDS & Associates Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The report of the Secretarial Auditor isannexed herewith as Annexure G to this report.
Particulars of Employees
The disclosure as required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed herewith as Annexure F and is attached to this report.
Disclosure under the Sexual Harassment of Women at Work Place (Prevention Prohibitionand Redressal) Act 2013.
The Company has been employing women employees in various cadres within the Office /factory premises. The Company has in place an Anti -harassment policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. There was no compliant received from any employee during thefinancial year 2017-18 and hence no complaint is outstanding as on 31.03.2018 forredressal.
A report on Corporate Governance is annexed and forms part of this report. The Companyhas complied with the conditions relating to Corporate Governance as stipulated inRegulation 27 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015.
Audit Committee is in existence in accordance with the provisions of Section 177 of theCompanies Act 2013. Kindly refer to the Section on Corporate Governance under the headAudit Committee' for matters relating to the composition meetings and functions ofthe Committee. The Board accepted the Audit Committee recommendations during the yearwhenever required hence no disclosure required under Section 177(8) of the Companies Act2013 with respect to rejection of any recommendations of Audit Committee by Board.
Vigil Mechanism (Whistle Blower Policy)
The Company has provided for adequate safeguards to deal with instances of fraud andmismanagement and to report concerns about unethical behavior or any violation of theCompany's code of conduct. The policy can be accessed on the Company's website athttp://www.revathi.in/wp-content/themes/rel/pdf/Whistle-Blower-Policy.pdf
As required under SEBI (Listing Obligations and Disclosure Requirements) Rules 2015the Executive Director & Chief Executive Officer and Chief Financial Officer havefurnished necessary certificate to the Board on the financial statements presented.
Your company realizes that it has to re-orient its organization as dynamics of businessare changing fast. The company is taking steps to retain its talent pool enhance skill ofexisting people and recruit the most suited talent to spearhead its growth initiatives.
Certain statements in "management discussions and analysis" section may beforward looking and are stated as required by law and regulations. Many factors bothexternal and internal may affect the actual results which could be different from whatthe directors envisage in terms of performance and outlook.
The Directors express their sincere appreciation of dedicated efforts put in by ouremployees. The Directors also place on record their appreciation of the continued supportand recognition provided by our esteemed customers and bankers.
| ||By Order of the Board |
| ||For Revathi Equipment Limited |
|Place : New Delhi ||Abhishek Dalmia |
|Date : 06.08.2018 ||Executive Chairman |
| ||DIN 00011958 |