Your Directors have pleasure in presenting the 42nd Report together with theAudited Accounts of your Company for the year ended 31st March 2019.
The highlights of the performance of your Company during the fiscal are givenhereunder;
| || ||(Rs. in Lakhs) |
|PARTICULARS ||31.03.2019 ||31.03.2018 |
|Total Income ||7650 ||4700 |
|Total Expenditure ||6663 ||4506 |
|Profit before Tax ||987 ||194 |
|Less: Tax expense ||54 ||37 |
|Profit from continuing operations ||933 ||157 |
|Loss from discontinuing operations ||- ||(748) |
|Profit/loss for the period ||933 ||(591) |
Operations / Performance review
Net Sales of your company increased to Rs. 75.56 Crores in FY 19 from '45.73 Crores inFY 18. Due to increased sales profitability signs upstream.
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 2019
Management discussion and analysis Structure And Developments Opportunities AndThreats Outlook Risk and Concern:
OVERVIEW OF THE ECONOMY
India has emerged as the fastest growing major economy in the world and 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 7.2 per cent in 2017-18 and 7 per cent in2018-19. India has retained its position as the third largest startup base in the worldwith over 4750 technology start-ups.
India's gross domestic product (GDP) is expected to reach US$ 6 trillion by FY27 andachieve upper-middle income status on the back of digitisation globalisation favourabledemographics and reforms.
India's revenue receipts are estimated to touch Rs 28-30 trillion (US$ 385-412 billion)by 2019 owing to Government of India's measures to strengthen infrastructure and reformslike demonetisation and Goods and Services Tax (GST).
BUSINESS environment OUTLOOK & PROSPECTS FOR FY 2018-19.
Coal India targets more than 8 percent growth in production at 660 million tonnes in2019-20. CAPEX target has been set at Rs. 10000 Crores.
Coal may account for half of India's power generation in 2030 despite a boom in solarand wind energy project.
We are exploring the possibility of entering the new unexplored market in AfricaMiddle East. Now we have lot of representatives working in these territories. We arepitching our product against the world leaders in these field with our strength of lowowning and operating cost compared to them. This will bring a lot of prospects for REL inthe years to come.
TRANSFER TO RESERVES
The Company has not transferred any amount to its reserves during the year underreview. However the net profit of '933 Lakhs has been carried forward to the Surplus inthe Profit and Loss account of the Company.
No dividend has been declared keeping in view the requirements of funds for futuregrowth.
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 31.03.2019 stoodat '30669430 /- divided into 3066943 equity shares of '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 and 1 Corporate Social Responsibility Committeewere held. Further details of the same have been enumerated in the Corporate GovernanceReport 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 profit 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 onthe Company's website at the link http://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 Proprietor of MDS & AssociatesSecretarial Auditor in their report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
There were no loans guarantees or investments made by the company during the yearunder review pursuant to Section 186 of the Companies Act 2013. However the details inrespect of investments and corporate guarantee provided to its subsidiary M/s. SemacConsultants Private Limited in the earlier year have been disclosed in the notes to theFinancial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with related parties as defined under the Companies Act2013 during the financial year 201819 were in the ordinary course of business and on anarm's length basis. Since there are no transactions which are not on an arm's length basisand material in nature the requirement of disclosure of such related party transactions inform AOC-2 does not arise.
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 2019 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) Rules2014 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 Directorsnamely: 1. Mr.Abhishek Dalmia 2. Mr.B.V.Ramanan and 3. Mr. V.V.Subramanian as members.The Company'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 Schedule VII of theCompanies Act 2013. The company has done CSR spending in FY 19 - i.e. contribution of Rs20.00 Lakhs to M/s. International Foundation for Research and Education. The annual reporton 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 criteria for evaluation of theperformance of the Board of Directors & its committees Independent DirectorsNon-Independent Directors and the Executive Chairman/Whole-time Director of the Board.Based on that performance evaluation has been undertaken. The Independent Directors ofthe Company have also convened a separate meeting for this purpose.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Mrs.Deepali Dalmia (DIN: 00017415) Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers herself for re-appointment. YourDirectors recommended her re-appointment.
Mr.Sunil Puri was appointed as Additional Director and Executive Director of theCompany w.e.f. 01.04.2018. The members at their Annual General Meeting held on 25.09.2018has accorded its approval for the appointment of Mr.Sunil Puri as Director and ExecutiveDirector of the Company. Subsequently he resigned from the position of Director &Executive Director w.e.f. 10.11.2018. The Board recorded its appreciation for the servicesrendered by Mr.Sunil Puri during his tenure as Director & Executive Director of theCompany.
Mr.R.Sudhir has been appointed as Chief Financial Officer of the Company w.e.f.09.06.2018.
Mr.S.Hariharan (DIN: 06363724) Whole-time Director & CFO and Mr.M.N. SrinivasanCompany Secretary retired from the services with effect from 08.06.2018 and 29.07.2018respectively. Mr. S.C.Katyal has resigned from the Directorship with effect from08.06.2018.
Mr.K.Maheswaran has been appointed as Company Secretary of the Company w.e.f.19.12.2018.
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.R.Sudhir ChiefFinancial Officer and Mr.K.Maheswaran Company Secretary.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES.
The company has two subsidiaries namely M/s. Semac Consultants Private Limited - amaterial subsidiary within the definition of SEBI (Listing Obligations and DisclosureRequirements) Rules 2015 and M/s. Semac and Partners LLC - step down subsidiary. Furtherthe company is a subsidiary of M/s. Renaissance Advanced Consultancy Limited.
A report containing the salient features of the subsidiaries and joint ventures asrequired under Section 129(3) of the Companies Act 2013 has been annexed herewith inAOC - 1 and is attached 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 2019.
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 Internal 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.
AUDITORS Statutory auditors
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. The Company has received a certificate from the Statutory Auditors to theeffect that their appointment as the Statutory Auditors of the Company would be withinthe limits prescribed under section 139 of the Companies Act 2013.
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 2018-19 and hence no complaint is outstanding as on 31.03.2019 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 head'Audit Committee' for matters relating to the composition meetings and functions of theCommittee. The Board accepted the Audit Committee recommendations during the year wheneverrequired hence no disclosure required under Section 177(8) of the Companies Act 2013with 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 the 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 |
| ||ABHISHEK DALMIA |
|PLACE: BANGALORE ||Executive Chairman |
|DATE: 08.08.201 9 ||DIN: 00011958 |