Revati Organics Ltd.
|BSE: 524504||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE270D01015|
|BSE 05:30 | 01 Jan||Revati Organics Ltd|
|NSE 05:30 | 01 Jan||Revati Organics Ltd|
|BSE: 524504||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE270D01015|
|BSE 05:30 | 01 Jan||Revati Organics Ltd|
|NSE 05:30 | 01 Jan||Revati Organics Ltd|
REVATI ORGANICS LIMITED
Your Directors are pleased to present the Twenty Eighth Annual Report together with theaudited financial statements for the year ended on 31st March 2021.
Amount in Rs.
COVID -19 IMPACT:
The outbreak of Coronavirus (COVID-19) pandemic globally and in India has resulted inslow down of economic activities. The Company has evaluated the impact of this pandemic onits business operations during the year ended March 31 2021. The pandemic has notmaterially impacted revenues of the Company for the year ended March 31 2021.
The extent to which the pandemic will impact Company's results will depend on futuredevelopments which are highly uncertain including among things any new informationconcerning the severity of the COVID-19 pandemic and any action to contain its spread ormitigate its impact whether government mandated or elected by the Company. Given theuncertainty over the potential macro-economic condition the impact of global healthpandemic may be different from that estimated as at the approval of these financialstatements and the Company will continue to closely monitor any material changes to futureeconomic conditions.
In view of the insufficient profits the Board of Directors of your Company regrettheir inability to recommend any dividend for the year ended on 31st March2021.
During the year under review an amount of Rs. 265948/- was transferred to thereserves of the Company.
The factory has been taken over by MSFC against the failure to repay the Long Termsecured loan which has been noted in the Fixed Assets schedule. However Total income forthe year under review is Rs. 5825000/- as against Rs. 1279017/- during the previousyear. The Profit during the year under review is Rs. 265948/- as against loss of Rs.19068/- in the previous year.
MANAGEMENT'S DISCUSSION AND ANALYSIS:
A detailed review of operations performance and future outlook of the Company iscovered under a separate Annexure forms part to this report.
At present the Management is focusing and developing the business of buying thenegative rights of feature films and distribution of the same. And hence in future theManagement will carry on the same and any other incidental business which will be lesscapital and labour incentive which will save the operational cost
SUBSIDIARY AND ASSOCIATE COMPANIES:
There is no subsidiary company.
The company has not accepted any deposits from the public to which the directivesissued by the Reserve Bank of India and the provisions of Section 73 to 76 of theCompanies Act 2013 and other relevant provisions of the Companies Act 2013 and the rulesframed there under apply.
During the Financial Year under review the Board of Directors had pursuant to theprovisions of Section 149 150 152 and 161(1) read with schedule IV of the Companies Act2013 (the Act) and Companies (Appointment and Qualification of Directors) Rules 2014 andRegulation 17 and other applicable provisions of SEBI (Listing Obligation and DisclosureRequirements) 2015 (Listing Regulations) appointed the following Additional Non-executiveIndependent Directors to hold office upto the ensuing Annual General Meeting:
i. Mr. Mayank Padiya was appointed with effect from 27th October 2020.
ii. Mr. Hitendrakumar Ranka was appointed with effect from 27th October2020.
iii. Ms. Anjali Patil was appointed with effect from 10th February 2021.
Mr. Adil Byram Khumbatta and Mr. P.R. Mohan resigned from the designation ofNon-Executive Independent Directors of the Company with effect from 27thOctober 2020. Mr. Hitendra Kumar Ranka resigned from the designation of AdditionalNon-Executive Independent Director with effect from 10th February 2021.
The Board recommends the re-appointment of the additional Non-Executive IndependentDirectors in the ensuing Annual General Meeting for tenure of 5 years at a sitting fee ofRs. 10000/- less Tax Deducted at Source (TDS) as recommended by the Nomination &Remuneration Committee.
Further it is recommended to continue the appointment of Mrs. Shilpa G. ShahNon-Executive Woman Director of the Company who has attained the age of 75 years for anadditional tenure of 3 years pursuant to Regulation 17 of Listing Regulations in theensuing Annual General Meeting.
In the forthcoming Annual General Meeting Mr. Manish Shah (DIN: 00434171) will retireby rotation and being eligible offers himself for re-appointment. A brief resume /particulars relating to him is given separately in the Notice convening this AnnualGeneral Meeting
KEY MANAGERIAL PERSONNEL:
During the year under review the Board of Directors had appointed the following KeyManagerial Personnel:
i. Mr. Harshad Sarvaiya was appointed as the Chief Financial Officer of the Companywith effect from 23rd October 2020.
ii. Ms. Vanita Jain was appointed as the Company Secretary and Compliance Officer ofthe Company with effect from 23rd October 2020.
Mr. Anil Nate was appointed as the Manager of the Company at the Board Meeting held on23rd October 2020 with immediate effect for the period of 5 years i.e. upto 22ndOctober 2025 in order to ensure compliance with Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 203 of theCompanies Act 2013 at a remuneration of Rs. 900000/- all inclusive (includingperquisites) per annum on the recommendation of Nomination and Remuneration Committee andAudit Committee and is subject to approval of shareholders at the ensuing general meeting.
INDEPENDENT DIRECTORS' MEETING:
Pursuant to Part VII of Schedule IV of the Companies Act 2013 and provisions ofRegulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Independent Directors had separate meeting without attendance of Non-IndependentDirectors during the year and have reviewed the performance of Non-Independent Directorsand the Board of Directors as a whole. The Independent Directors assessed the qualityquantity and timeliness of information between the Company and the management and theBoard
CEO / CFO CERTIFICATION:
As required by Regulation 17(8) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 The CEO / CFO certificate for the financial year 2020-21has been submitted to the Board and the copy thereof is contained in the Annual Report.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEE ANDINDIVIDUAL DIRECTOR:
As per Rule 8(4) of the Companies (Accounts) Rules 2014 the Board has also made theformal evaluation of its own performance as well as the evaluation of working of AuditCommittee Stakeholders Relationship Committee and Nomination & RemunerationCommittee. The Board has also evaluated performance of Independent Directors.
DECLARATION OF INDEPENDENCE:
The Company has received Declarations of Independence as stipulated under Section149(7) of the Companies Act 2013 from each of the Independent Directors confirming thathe/she is not disqualified from appointing/continuing as an Independent Director.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of section 135 of the Companies Act 2013 with respect to CorporateSocial Responsibility are not applicable to the Company.
During the year under review the Company held Six (6) meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 on 29th June 2020 5thSeptember 2020 14th September 2020 27th October 2020 13thNovember 2020 and 10th February 2021
The frequency of board meetings and quorum at such meetings were in accordance with theCompanies Act 2013 and the Securities and Exchanges Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") andcompliances of Secretarial Standards-1 (SS1) on Meeting of the Board of Directors issuedby ICSI. The intervening gap between any two meetings was within the period prescribed bythe Companies Act 2013 the Listing Regulations and SS-1. BOARD COMMITTEES -
The Audit Committee is constituted pursuant to the provisions of Section 177 of theCompanies Act 2013. Members of the Audit Committee possess financial / accountingexpertise / exposure. Further all the recommendations made by the Audit Committee wereduly accepted by the Board of Directors.
The Composition of Audit Committee for the year under review was as follows:
Four meetings of the Audit Committee were held during the financial year 2020-21 on 29thJune 2020 14th September 2020 13th November 2020 and 10thFebruary 2021. The accounts and financial positions were perused by the Audit Committeeand thereafter placed before the Board for their consideration.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee is constituted pursuant to the provisions ofof Section 178 of the Companies Act 2013. Members of the Nomination and RemunerationCommittee possess sound expertise / knowledge / exposure.
The Composition of Nomination and Remuneration Committee for the year under review wasas follows:
Two meetings of the Nomination and Remuneration Committee were held during thefinancial year 2020-21 on 27th October 2020 and 10th February 2021.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee is constituted pursuant to the provisions ofSection 178 of the Companies Act 2013. Members of the Stakeholders Relationship Committeepossess sound expertise / knowledge / exposure.
The Composition of Stakeholders Relationship Committee for the year under review was asfollows:
Two meetings of the Stakeholders Relationship Committee were held during the financialyear 2020-21 on 27th October 2020 and 10th February 2021.
The Extract of Annual Return is annexed to the Directors' Report.
The Company operates in conditions where economic environment and social risk areinherent to its businesses. In managing risk it is the Company's practice to takeadvantage of potential opportunities while managing potential adverse effects.
The various elements of risk which the Directors think that may threaten the existenceof the Company are:
a) Financial Risk: Financial risk generally arises due to instability and losses in thefinancial market caused by movements in stock prices currencies interest rates and more.
b) Liquidity Risk: It is the risk that the Company will be unable to meet its financialcommitment to a Bank/Financial Institution in any location any currency at any point intime. The risk stemming from the lack of marketability of an investment that cannot bebought or sold quickly enough to prevent or minimize a loss.
c) Credit Risk: The risk of loss of principal or loss of a financial reward stemmingfrom a borrower's failure to repay a loan or otherwise meet a contractual obligation.
d) Time Risk: To compensate for non-receipt of expected inflow of funds.
In line with Listing Regulations and as per the requirement of Section 134(3) (n) ofthe Companies Act 2013 read with the rules made there under as amended Board has aframework for Risk Management to oversee the mitigation o such risks.
WHISTLE BLOWER POLICY:
The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting the highest standards of professionalism honestyintegrity and ethical conduct. The Company has a Whistle Blower policy under whichemployees are free to report violations of the applicable laws and regulations and thecode of conduct. The Whistle Blower Policy is available on the website of the Company atwww.revatiorganics.in
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanation obtained from them your Directors make the following statements in terms ofsection 134(3) (c) of the Companies Act 2013
a) In the preparation of annual account the applicable accounting standard have beenfollowed along with proper explanation relating to material departures.
b) Accounting Policies are listed in Notes to the financial statement have beenselected and applied consistently. Reasonable and prudent judgment as well as estimateshave been made so far as to give a true and fair view of the state of affairs of theCompany as on 31st March 2021 and of the Profit of the Company for thatperiod.
c) Proper and sufficient care for maintenance of adequate accounting records has beentaken in accordance with the provisions of the Companies Act 2013 so as to safeguard theassets of the Company and to detect and prevent fraud and other irregularities.
d) The Annual Accounts have been prepared on a going concern basis
e) Internal financial controls system is in place and the same has been followed by theCompany. Further such Internal Financial controls are adequate and were operatingeffectively.
f) Proper system to ensure Compliance with the provisions of all applicable law andsuch systems were adequate and operating effectively.
There were no employees covered u/s 197 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rule 2014
ENERGY TECHOLOGY AND FOREIGN EXCHANGE:
The Company is not engaged in the manufacturing activity; as such particulars relatingto conservation of energy and technology absorption are not applicable. However in theediting facilities offices etc adequate measures are being taken to conserve energy asfar as possible.
As far as foreign exchange earnings and outgo is concerned the Company has neitherearned nor used any foreign exchange during the period under review.
M/s Gonsalves & Associates Chartered Accountants (Firm Registration Number:103293W) the Statutory Auditor of the Company were appointed in the 27th AnnualGeneral Meeting of the company held on 29th September 2020 from conclusion ofthe said meeting until the conclusion of 32nd Annual General Meeting (subjectto ratification of their appointment by the members at every Annual General Meeting) atsuch remuneration fixed by the Board of Directors.
The Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014 have sincebeen amended vide notification dated 7th May 2018 of Ministry of CorporateAffairs and the requirement of ratification of appointment of Statutory Auditors by theMembers at every Annual General Meeting has been done away with. Accordingly noratification of Appointment of M/s Gonsalves & Associates. Chartered Accountants asthe Statutory Auditors of the Company by the members is being sought in the ensuing AnnualGeneral Meeting.
During the year the Statutory Auditors have confirmed that they satisfy theIndependence Criteria required under the Companies Act 2013 and Code of Ethics issued bythe Institute of Chartered Accountants of India.
M/s. Gonsalves & Associates have provided their consent and eligibility certificateunder section 141 of the Companies Act 2013 to continue as the Statutory Auditors of theCompany for the remaining period of their tenure.
The MSFC has taken over land & factory building Plant & Machinery andequipment worth much more than their dues. The MSFC in exercise of provisions undersection 29 of SFC Act took over the entire plant vide letter dated 18.11.1998 againstprinciple amount of Rs 59.35 Lac only and till date MSFC has not made any demand.
The other comments in the Auditors Report are self-explanatory and suitably explainedin the Notes to the Accounts.
Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules madethereunder the Company has appointed M/s Girish Murarka & Co. Company Secretaries inPractice having membership No. 7036 to undertake Secretarial Audit of the Company. TheSecretarial Audit Report for the financial year 2020-21 as issued by him in the prescribedForm MR-3 is annexed to this Report as Annexure IV.
PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES:
The Details of Investment made and loan advanced by the Company have been given in noteno. 3 4 and 8 to the Financial Statement.
The Company has not given any guarantee pursuant to the provisions of section 186 ofCompanies Act 2013.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has an internal control system commensurate with the size scale andcomplexity of its operations. The Internal Audit Department monitor and evaluate theefficacy and adequacy of internal control system in the Company its compliance with theoperating system accounting policies and procedures of the Company. These are routinelytested and certified by Statutory as well as Internal Auditors. The Significant auditobservations and the follow up action are reported to the Audit Committee.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarm's length basis and were in ordinary course of business. There are no materiallysignificant related party transaction made by the Company with Promoter Director KeyManagerial Personnel or other designated person which have a potential conflict with theinterest of the Company at large.
DISCLOUSRE OF SECRETARIAL STANDARD BY DIRECTORS:
The company complies with all applicable standards issued by the institute of CompanySecretaries of India. The Directors have devised proper systems to ensure compliance withthe provisions of all applicable Secretarial Standards and that such systems are adequateand operating effectively.
CODE OF CONDUCT:
Company's Board has laid down a Code of Conduct for all the Board Members and SeniorManagement Personnel of the Company. The Code of Conduct is available on the Company'swebsite www.revatiorganics.in. All Board Members and Senior Management Personnel haveaffirmed compliance with Code of Conduct for Board Members and Senior Management duringthe financial year 2019-20. The declaration in this regard has been made by the ManagementDirector which forms the part of this report as an annexure.
Corporate Governance provisions under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 specified in regulations from 17 to 27 and clause (b) to(i) of sub-regulation (2) of regulation 46 and para CDE of Schedule V are not applicableto the Company as paid up share capital of the Company does not exceed Rs. 10 Crores andnet worth of the Company does not exceed Rs. 25 Crores as on 31st March 2021.
PREVENTION OF INSIDER TRADING:
The Company has adopted a code of conduct for Prevention of Insider Trading with a viewto regulate trading in securities by Directors and designated employees of the Company.The Code of conduct require pre-disclosure for dealing in the Company's Shares andprohibit the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when trading windows is closed. The Board is responsiblefor implementation of the Code. All Board Directors and the designated employees haveconfirmed the compliance of the Code
HUMAN RESOURCES DEVELOPMENT:
Many initiatives have been taken to support business through organizationalefficiently process change support and various employee engagement program which hashelped the Organization to achieve higher productivity level. A significant efforts hasalso been undertaken to develop leadership as well as technical / functional capacities inorder to meet future talent requirement.
The Company's HR process such as hiring and on-boarding fair transparent on lineperformance evaluation and talent management process state-of-the-art workmen developmentprocess and market assigned policies have been seen as benchmark practice in the Industry.The Employees are encouraged to express their views and are empowered to workindependently. The Employees are given the opportunity to learn through various smallproject which make them look at initiatives from different perspectives and thus providethem with the platform to become result oriented. The Management of the Company enjoycordial relation with its employees at all levels. The Board of Directors wish to placeits highest appreciation for the contribution made by all the employees in achievinggrowth of the Company.
GENERAL BODY MEETINGS:
The related party transactions are reported in the notes to the Accounts of this AnnualReport.
MEANS OF COMMUNICATION:
Quarterly results have been communicated to Bombay Stock Exchange limited where theshares of the Company's is listed and the same has been published in Two Newspaper-FreePress Journal(in English) and Nav Shakti(in Marathi) in terms of the requirement ofListing Agreement .annual Reports are dispatched to all the shareholders.
1. Year ended (AGM) : 1st April 2020 to 31st March 2021
2 Dividend Payment Date : NIL
3. Venue : Plot No. 45 Ganapati Bhavan M. G. Road : Goregaon (West) Mumbai - 400062
4 Stock Exchanges : BSE Limited
5. Dematerialization of Shares : As per the directive of the Stock Exchange the :Company's Shares are dematerialized.
6. Registered Office : Plot No. 45 Ganpati Bhavan 1st Floor : M.G. RoadGoregaon (W) Mumbai - 400062
7. Share Transfer Agent : MCS Share Transfer Agent Limited : 201 D' Wing 2ndFloor Gokul Industrial Estate Sagbaug Marol Co-op. Industrial Area Behind Time SquareAndheri East Mumbai 400 059 Tele : 022-28516022 and Fax : 022-28516021
8. ISIN : INE270D1015
ENHANCING SHAREHOLDERS VALUE:
Your Company believes that its members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving high levelof operating performance and cost competitiveness consolidating and building for growthenhancing the productive assets and resource base and nurturing overall corporatereputation
CASH FLOW STATEMENT:
In conformity with the clause 32 of the Listing Agreement the Cash Flow Statement forthe year ended 31st March 2021 annexed hereto.
The provisions of Cost Audit as prescribed under Section 148 of the Companies Act 2013are not applicable to the Company.
Your Company has not issued: -
- Any shares with differential rights;
- Any sweat equity shares
There are no significant or material orders passed by the Regulators or Courtsor Tribunals which impact the going concern status and Company's operation in future.
There were no material changes and commitments affecting the financial positionof your Company between the end of the financial year and the date of this report.
There was no revision in the financial statements.
Your Company has not received any complaints under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.
Your Directors wish to place on record their appreciation and acknowledge withgratitude the support and co-operation extended by the Bankers Shareholders Registrar& Share Transfer Agents the Artists and Technicians associated with the Company'sprogram media and channels whose continued support has been a source of strength to theCompany. Your Directors also place on record their appreciation for the dedicated andsincere services rendered by the employees of the Company.