Riddhi Siddhi Gluco Biols Ltd.
|BSE: 524480||Sector: Others|
|NSE: N.A.||ISIN Code: INE249D01019|
|BSE 00:00 | 17 May||253.05||
|NSE 05:30 | 01 Jan||Riddhi Siddhi Gluco Biols Ltd|
Riddhi Siddhi Gluco Biols Ltd. (RIDDHISIDDHIGL) - Director Report
Company director report
RIDDHI SIDDHI GLUCO BIOLS LIMITED
Your Directors are pleased to present the 27th Annual Report and the AuditedAccounts for the Financial Year ended 31st March 2018.
(Rs. in lakhs)
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
During the financial year 2017-18 the revenue from operation and other income of theCompany has increased from '21586.97 lakhs to '44014.13 lakhs as compared to theprevious year resulting into increased Revenue from Operations. The Profit before Tax wasRs. 209.03 lakhs in FY 2017-18 as against loss before Tax of '534.10 lakhs in FY 2016-17.
Your directors recommended a dividend of 8 % on non-cumulative redeemable preferenceshares. The total outgo towards dividend would be '40 lakhs (Excluding tax on dividend).The Board of Directors have decided not to recommend dividend on equity shares as thesettlement process to the shareholders who have tendered their shares in delisting processis pending with the Regulator.
TRANSFER TO RESERVE:
The Board does not proposes to carry any amount to reserves out of profit.
CHANGE IN NATURE OF BUSINESS:
During the year under review there is no change in the nature of business of theCompany.
During the period under review Company has not accepted or renewed any deposits fromthe public.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Siddharth G. Chowdhary (DIN: 01798350) Whole time Director of the Company willretire by rotation in the ensuing 27th Annual General Meeting and beingeligible offer himself for reappointment. During the year Mr. Balveermal Singhvi (DIN:05321014) was appointed as an Additional Independent Director of the Company w.e.f12.02.2018. There being no other changes took place in Directors and Key ManagerialPersonnel of the Company.
However Mr. Pradeep Mehta (DIN: 01186542) has resigned from the Directorship of theCompany w.e.f. 08.08.2018 i.e. after closure of financial year due to personal reasons.The Company expresses sincere gratitude to him for the contribution made during his tenureas Director of the Company.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to Section 149(6) of the Companies Act 2013 Independent Directors of theCompany have made a declaration confirming the compliance of the conditions of theindependence stipulated in the aforesaid section.
NUMBER OF MEETINGS OF THE BOARD:
During the year six Board Meetings were convened and one resolution was passed throughpostal ballot. The dates on which the Board Meetings were held are 30.05.2017 14.08.201714.11.2017 12.12.2017 27.12.2017 and 12.02.2018.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and Secretarial Standards as prescribed by the Institute of CompanySecretaries of India.
During the year under review one meeting of Independent Directors was held on12.02.2018 and two meetings of Corporate Social Responsibility were held on 30.05.2017 and14.11.2017.
DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT2013
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following:
i. that in the preparation of the annual statements the applicable accountingstandards had been followed along with proper explanation relating to material departuresif any;
ii. that accounting policies had been selected and applied them consistently exceptwhich has been mentioned in notes and judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the company at theend of the financial year ended on 31st March 2018 and of the profit and lossof the company for that period;
iii. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
iv. the directors had prepared the annual accounts on a going concern basis;
v. 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
vi. the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DETAILS OF COMMITTEE OF DIRECTORS:
Detail note on Composition of Audit Committee of Directors Nomination and RemunerationCommittee of Directors CSR & Finance Committee and Stake Holders Relationship/Investor Grievances Committee of Directors number of meetings held of each Committeeduring the financial year 2017-18 and meetings attended by each member of the Committee asrequired under the Companies Act 2013 are provided in Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY:
The report on CSR activities pursuant to clause (o) sub-section (3) of section 134 ofThe Companies Act 2013 read with the Companies (Corporate Social Responsibility policy)Rules 2014 is in Annexure I to this report.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS:
The Company has devised a Policy for performance evaluation of the Board Committeesand other individual Directors (including Independent Directors) which includes criteriafor performance evaluation of the Non-executive Directors and Executive Directors. Theevaluation process inter alia considers attendance of Directors at Board and committeemeetings acquaintance with business communicating inter-se board members effectiveparticipation domain knowledge compliance with code of conduct vision and strategybenchmarks established by global peers etc which is in compliance with applicable lawsregulations and guidelines.
The Board carried out annual performance evaluation of the Board Board Committees andIndividual Directors and Chairman. The Chairman of the respective Board Committees sharedthe report on evaluation with the respective Committee members. The performance of eachCommittee was evaluated by the Board based on report on evaluation received fromrespective Board Committees.
The reports on performance evaluation of the Individual Directors were reviewed by theChairman of the Board.
In compliance with the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 the performance evaluationwas carried out as under Board:
In accordance with the criteria suggested by the Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings also evaluated the performance of the Board as awhole based on various criteria specified by Companies Act 2013. The Board and theIndependent Directors were of the unanimous view that performance of the Board ofDirectors as a whole was satisfactory.
Committees of the Board
The performance of the Audit Committee the Nomination and Remuneration Committee andthe Stakeholders Relationship Committee was evaluated by the Board having regard tovarious criteria such as committee composition committee processes committee dynamicsetc. The Board was of the unanimous view that all the committees were performing theirfunctions satisfactorily and according to the mandate prescribed by the Board under theregulatory requirements including the provisions of the Act the Rules framed there underand the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.
In accordance with the criteria suggested by the Nomination and Remuneration Committeethe performance of each independent director was evaluated by the entire Board ofDirectors (excluding the director being evaluated) on various parameters like engagementleadership analysis decision making communication governance and interest ofstakeholders. The Board was of the unanimous view that each independent director was areputed professional and brought his/her rich experience to the deliberations of theBoard. The Board also appreciated the contribution made by all the independent directorsin guiding the management in achieving higher growth and concluded that continuance ofeach independent director on the Board will be in the interest of the Company.
The performance of each of the non-independent directors (including the chair person)was evaluated by the Independent Directors at their separate meeting. Further theirperformance was also evaluated by the Board of Directors. The various criteria consideredfor the purpose of evaluation included leadership engagement transparency analysisdecision making functional knowledge governance and interest of stakeholders. TheIndependent Directors and the Board were of the unanimous view that each of thenon-independent directors was providing good business and people leadership.
INTERNAL CONTROL SYSTEMS:
The Company has an adequate system of internal control procedures which is commensuratewith the size and nature of business. Detailed procedural manuals are in place to ensurethat all the assets are safeguarded protected against loss and all transactions areauthorised recorded and reported correctly. The internal control systems of the Companyare monitored and evaluated by internal auditors and their audit reports are periodicallyreviewed by the Audit Committee of the Board of Directors.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure 11".
APPOINTMENT AND REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy and defined the scope of the Committee which is in line with theprovisions of the Companies Act 2013. The policy is available on Company's website at www.riddhisiddhi. co.in .
WHISTLE BLOWER POLICY:
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors Employees and other Stakeholders of the Company to report concerns aboutillegal and unethical practices unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct or Ethics Policy which is available at theCompany's website at www.riddhisiddhi.co.in .
The Management has evaluated various risks and that there is no element of riskidentified that may threaten the existence of the Company. Though rules relating to RiskManagement Policy does not applicable to the Company Company has voluntarily adopted theRisk Management Policy and uploaded the same on Company's website at www.riddhisiddhi.co.in.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of loans guarantees and investments covered under section 186 of the CompaniesAct 2013 are given in the notes to the financial statements.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company has following subsidiaries but does not have any associate company andjoint ventures within the meaning of Section 2(6) of the Companies Act 2013.
PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATECOMPANY:
A statement containing the salient features of the financial statement of the Company'ssubsidiary under the provisions of Section 129(3) of the Companies Act 2013 read withRule 5 of the Companies (Accounts) Rules 2014 has been annexed as Annexure-III inprescribed form AOC-1.
RELATED PARTY TRANSACTIONS:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in subsection (1) of section 188 of the Companies Act 2013are disclosed in Form No. AOC 2 as annexed Annexure-IV. In line with therequirements of the Companies Act 2013 and Equity Listing Agreement your Company hasformulated a Policy on Material Related Party Transactions which is also available onCompany's website at www.riddhisiddhi.co.in .
LISTING OF SHARES:
Equity Shares of Company continue to be listed on BSE Limited till the signing date.The Company has paid the requisite listing fees to the stock exchange.
DELISTING OF SHARES:
The Company had received a letter dated 07.12.2017 from Mr. Ganpatraj L. ChowdharyPromoter and Managing Director of the Company expressing his intention to provide an exitopportunity to the public shareholders of the Company [defined to mean all theshareholders of the Company other than the Promoter Group Members and hereinafter referredto as the ("Public Shareholders") in accordance with the Delisting Regulations.The Acquirer/Promoter shall purchase the entire 1796634 Equity Shares of Rs. 10/- eachrepresenting 25.18% of the Equity Capital of the Company held by the Public Shareholdersin order to voluntarily delist the Equity Shares of Riddhi Siddhi Gluco Biols Limited(RSGBL) from the stock exchange i.e. BSE.
Pursuant to receipt of the letter dated 07.12.2017 the Board of Directors of theCompany ("Board of Directors") at its meeting held on 12.12.2017 took on recordthe said letter and consented to the Delisting Offer in terms of Regulation 8(1) (a) ofthe Delisting Regulations subject to consent of the Public Shareholders.
A special resolution had been passed by the shareholders of RSGBL through postalballot the result of which was declared on 02.02.2018 and notified to the BSE by theCompany vide letter dated 02.02.2018 approving the delisting of the Equity Shares inaccordance with the Delisting Regulations. The votes cast by the Public Shareholders infavour of the Delisting were more than two times the number of votes cast by the PublicShareholders against it.
The Company has received in-principle approval for the proposed delisting of equityshares from BSE vide their letter no. DCS/DEL/HM/ IP/1286/2017-18 dated 20.2.2018
The Company provided Exit Offer to its public shareholders of proposed Delisting ofEquity Shares dated published on 22.02.2018 Financial Express (English & Gujaratiedition) Jansatta (Hindi Daily) and Navshakti (Marathi Daily) where the floor price wasfixed to Rs. 510/- per equity share of face value of Rs. 10/- each. The same wasdispatched to the public shareholders on 26.02.2018.
The Company has further provided a post offer public announcement dated 14.03.2018where in accordance with Delisting Regulations the final offer price determined byReverse Book Building Process is Rs. 630/- per equity share of face value Rs. 10/- each.The final offer price of Rs. 630/- per equity share of Rs. 10/- each as determined hasbeen accepted by the promoters for accepting the shares successfully tendered in theDelisting offer. Thus the final offer price was Rs. 630/- per equity share.
However BSE informed the Company on March 21 2018 vide Notice 20180321-38 &Notice 20180321-47 that the delisting process is on hold as per directions of SEBI tillfurther instruction.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :
Particulars with respect to Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo as required u/s 134(3)(m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 are not applicable to the Company as Company was notengaged in any manufacturing during the year under review. Foreign Exchange Earnings isNil and Foreign Exchange Outgo amounts to '39.09 lakhs toward interest and '2046.46 towardrepayment of external commercial borrowing during the year under review.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:
Report on Corporate Governance Management Discussion & Analysis Report in termsof Regulation 34 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) 2015 is made part of this report. A certificate from thePracticing Company Secretary confirming compliance with the conditions of CorporateGovernance is also annexed to this Annual Report.
PARTICULARS OF EMPLOYEES :
Company does not have any employees who is drawing remuneration in excess of limitprescribed under section 197(12) of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014
The information required under section 197(12) of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 attached as Annexure-V.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard on the recommendations of the Audit Committee has appointed M/s. Ravi Kapoor &Associates a firm of Company Secretaries in Practice to undertake the Secretarial Auditof the Company for the financial year ended 31st March 2018. Secretarial AuditReport issued by M/s. Ravi Kapoor & Associates Company Secretaries in form MR-3forms part of this report and marked as "Annexure-VI"
CASH FLOW STATEMENT:
As required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) 2015 with the Stock Exchanges the Cash FlowStatement is attached to the Annual Report.
In accordance with the provisions of Section 139 of the Companies Act 2013 and theRules made there under M/s. Deloitte Haskins & Sells Chartered Accountants (FirmRegistration No. 117365W) were reappointed as Statutory Auditors of the Company for aperiod of five consecutive years i.e. from the conclusion of 25th AnnualGeneral Meeting till the conclusion of 30th Annual General Meeting of theCompany to be held in the year 2021 subject to ratification by members at every AnnualGeneral Meeting of the Company.
However Ministry of Corporate Affairs vide it's notification dated 7thMay 2018 amended provisions of Rule 3(7) of Companies (Audit and Auditors) Rules 2014and accordingly provisions of requirement of ratification of appointment of Auditor atevery general meeting
is dispensed with. Therefore at the ensuing general meeting members are not requiredto ratify Auditor's appointment and M/s. Deloitte Haskins & Sells CharteredAccountants (Firm Registration No. 117365W) will continue to act as Auditors of theCompany till financial year 2020-21.
EXPLANATIONS / COMMENTS BY THE BOARD ON QUALIFICATIONS RESERVATION OR ADVERSE REMARKSOR DISCLAIMER MADE BY THE AUDITOR / COMPANY SECRETARY IN PRACTICE IN THEIR REPORT:
(i) By the Statutory Auditors in their report;
There is no qualification reservation or adverse remark or disclaimer in audit reportissued by the Statutory Auditors of the Company.
(ii) By the Company Secretary in Practice in his Secretarial Audit Report;
There is no qualification reservation or adverse remark or disclaimer in secretarialaudit report issued by the Company Secretary in Practice.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013:
The provisions regarding Sexual Harassment of Women Act Workplace (PreventionProhibition & Redressal) Act 2013 are not applicable to the Company. Further Companyis also not required to constitute the Internal Complaint Committee as per the provisionsregarding Sexual Harassment of Women Act Workplace (Prevention Prohibition &Redressal) Act 2013.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
In terms of Section 134(3)(i) of the Companies Act 2013 it is reported that exceptas disclosed elsewhere in this report no material changes and commitments which couldaffect the Company's financial position have occurred between the end of the financialyear of the Company and date of this report
SIGNIFICANT AND MATERIAL ORDERS:
There are no material orders passed by Regulators Courts or Tribunals impacting thegoing concern status and company's operations in future.
The industrial relations remained cordial throughout the year under review.
DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS AND APPOINTMENT OF COST AUDITOR:
Provisions of maintenance of Cost Accounts and Records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013 and provisionsregarding appointment of Cost Auditors are not applicable to the Company.
The Directors wish to place on record and acknowledge their appreciation and gratitudefor the continued co-operation and support received from the Central Government the StateGovernment of Gujarat Regulatory Bodies participating Financial Institutions and BanksCustomers Suppliers and Dealers. The Directors take this opportunity to express theirappreciation towards the dedication commitment and teamwork shown by employees which hascontributed in taking the Company on the path of prosperity. Your Directors further thankthe fraternity of Members/Shareholders for their continued confidence reposed in themanagement of the Company.
For and on behalf of the Board of Directors
Date : 14.08.2018 Place : Ahmedabad
(Ganpatraj L. Chowdhary)
Chairman and Managing Director