You are here » Home » Companies » Company Overview » Riddhi Steel & Tube Ltd

Riddhi Steel & Tube Ltd.

BSE: 540082 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE367U01013
BSE 00:00 | 22 May 16.50 0
(0.00%)
OPEN

16.50

HIGH

16.50

LOW

16.50

NSE 05:30 | 01 Jan Riddhi Steel & Tube Ltd
OPEN 16.50
PREVIOUS CLOSE 16.50
VOLUME 18000
52-Week high 45.00
52-Week low 11.70
P/E 4.37
Mkt Cap.(Rs cr) 14
Buy Price 15.50
Buy Qty 3000.00
Sell Price 17.00
Sell Qty 3000.00
OPEN 16.50
CLOSE 16.50
VOLUME 18000
52-Week high 45.00
52-Week low 11.70
P/E 4.37
Mkt Cap.(Rs cr) 14
Buy Price 15.50
Buy Qty 3000.00
Sell Price 17.00
Sell Qty 3000.00

Riddhi Steel & Tube Ltd. (RIDDHISTEEL) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 17th Annual report of the Company along withthe Audited Financial Statements for the year ended 31st March 2018.

1. Financial Highlights (Standalone)

The Company's performance during the year ended 31st March 2018 compared to theprevious financial year is summarized below:

Particulars 2017-18 2016-17
Gross Income
Profit/(Loss) before Depreciation and Tax 81110301 74543746
Less: Depreciation (32819216) (33021511)
Profit/(Loss) before Tax and Extra Ordinary Items 48291085 41522235
Less: Extra Ordinary Items - -
Less: Current Tax 15966482 13525882
Deferred Tax 957377 1182930
Prior Period Tax - -
Add/Less: MAT credit Entitlement - -
Profit/(Loss) After Tax 31367226 26813423
Brought forward balance of Profit & Loss A/c 178990864 152177441
Balance Carried to Balance Sheet 210358090 178990864

2. Financial Highlights & Operation:

During the Year under review the total revenue from operations of your Company for theyear 2017-18 has substantially increased at Rs. 26953.37 Lacs as against Rs. 24158.12 Lacsfor the year 2015-16.

The PAT of your company stood at Rs. 313.67 Lacs as against Rs. 268.13 Lacs in previousfinancial year and hereby noticed the growth of Rs. 45.54 Lacs.

Your Directors have taken appropriate remedial action to mitigate the adversecircumstances for better performance and results during the current year. Your Company hastaken effective steps to improve its production and sales during the year under review.

The Company confirms that the annual listing fees to the stock exchange for thefinancial year 2017-18 are paid.

3. Share Capital:

The paid up equity capital as on March 31 2018 was Rs. 829.03 Lacs during the yearunder review. The Company has not issued any shares with differential rights as todividend voting or otherwise.

4. Dividend:

With a view to conserve resources and expansion of business your Directors havethought it prudent not to recommend any dividend for the financial year under review.

5. Deposits:

During the year under review your Company has not accepted any deposits from thepublic within the meaning/ambit of Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposits) Rules 2014.

6. Transfer T o Reserves:

Your company has not transferred any amount to reserves during the year underconsideration.

7. Internal Financial Controls:

Adequate internal control systems commensurate with the nature of the Company'sbusiness its size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising policies and procedures are designedto ensure reliability off financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

8. Investor Services:

The Company and its Registrar M/s. Karvy Computershare Private Limited who is lookingafter the physical as well as Demat work and also shareholders correspondence in terms ofSEBI direction for having a common Registrar and Share Transfer Agent endeavored theirbest to service the

Investors satisfactorily. Your Company has constituted a Committee comprising of 3Independent Directors of the Company to redress the Investor grievances.

9. Board Meetings:

Eleven meetings of the Board of Directors were held during the year viz. on 1ST April2017 30th June 2017 11th August 2017 23rd August 2017 and 9th September 2017 4thOctober 2017 13th October 2017 9th January 2018 24th November 2017 and 25th March 2018In respect of such meetings proper notices were given and the proceedings were properlyrecorded and signed in the Minutes book maintained for the purpose. No circularresolutions were passed by the Company during the financial year under review.

10. Declaration By Independent Directors:

The Company has received and takes on record the declarations received from theIndependent Directors of the Company in accordance with the Section 149(6) of theCompanies Act 2013 confirming their independence and Regulation 25 of the ListingRegulations.

11. Directors And Key Managerial Personnel:

Mrs. Preeti Rajesh Mittal (DIN: 01594555) retires by rotation and being eligible hasoffered himself for re-appointment.

12. Directors Responsibility Statement:

In terms of Section 134 (5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2018 the Board ofDirectors hereby confirms that:

I. That in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures.

II. That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit or loss of the Company for that period.

III. That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

IV. That the Directors had prepared the annual accounts on a going concern basis andthat the directors had laid down internal financial control to be followed by the companyand that such internal financial control is adequate and were operating effectively.

V. That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

13. Particulars Of Contracts And Arrangements With Related Party:

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the company had not entered into any contract or arrangement ortransactions with related parties which could be considered 'material' (i.e. transactionsexceeding ten percent of the annual turnover as per the last audited financial statementsentered into individually or taken together with previous transactions during thefinancial year) according to the policy of the Company on materiality of Related PartyTransactions. Accordingly there are no transactions that are required to be reported inform AOC-2. However you may refer to Related Party transactions as per the AccountingStandards in Note No. 21.5 of the Financial Statements.

14. Subsidiary Associate or Joint Company

The Company does not have any subsidiary joint venture or associate companies withinthe meaning of Section2 (6) and 2(87) of the Companies Act 2013. As such a report in theprescribed Form AOC -1 as per first proviso to sub-section (3) of Section 129 of theCompanies Act 2013 and Rules made thereunder is not required to be attached and a policyfor determining material subsidiary is not required to be framed by the Company.

15. Consolidated Financial Statement

Since the Company does not have any subsidiary joint venture or associate companies asmentioned above Consolidated Financial Statement are not required to be prepared andattached with the financial statement of the Company pursuant to the requirements ofSection 129 read with Schedule III of the Companies Act 2013 and Rules made thereunderand Listing Regulations and applicable Accounting Standards.

16. Evaluation Of Performance Of Board:

The Board adopted a formal mechanism for evaluating its performance as well as that ofits Committees and individual Directors including the Chairman of the Board. The exercisewas carried out through a structured evaluation process covering various aspects of theBoard functioning such as composition of the Board & committees experience &competencies performance of specific duties & obligations contribution at themeetings and otherwise independent judgment governance issues etc.

17. Familiarisation Programme :

The Company undertook various steps to make the Independent Directors have fullunderstanding about the Company. The details of such familiarization programs have beendisclosed on the Company's website: http://www.riddhitubes.com

18. Risk Management:

Apart from normal business risk no major risk is foreseen that in the opinion of theBoard may threaten the existence of the Company. During the Year the Board has decidedthat Audit Committee shall identify risk assess monitor review and report the riskengaged in the business and shall also carry out the role of Risk Management.

Subsidiary Associate or Joint Venture Company

The Company does not have any subsidiary joint venture or associate companies withinthe meaning of Section 2(6) and 2(87) of the Companies Act 2013.

19. Auditors And Auditors' Report:

Statutory Auditor:

M/s. Y. J. Malkani & Co. Chartered Accountants (FRN:143143W) the existingauditors of the Company were appointed as auditors of the Company at the 16th AGM forholding the office from the conclusion of that 16th AGM till the conclusion of the 21stAGM (Subject to ratification by the members at every subsequent Annual General Meetings).

As per Section 139(1) every company shall at the first annual general meeting appointan individual or a firm as an auditor who shall hold office from the conclusion of thatmeeting till the conclusion of its sixth annual general meeting and thereafter till theconclusion of every sixth meeting and the manner and procedure of selection of auditors bythe members of the company at such meeting shall be such as may be prescribed.

It is further provided that the Company shall place the matter relating to suchappointment for ratification by members at every annual general meeting. Hence the membersare requested to consider the matter of ratification of appointment of Auditors made andalso to fix their remuneration.

Statutory Auditor's Observations in Audit Report:

The notes on financial statement referred to in the auditor's report areself-explanatory. There is no qualification reservation or adverse remarks or disclaimermade by the auditors in their report and do not call for any further explanation/commentfrom the board.

Cost Auditor:

In terms of provisions of Section 148 of the Companies Act 2013 and in accordance withnotification issued by the Ministry Of Corporate Affairs F. No. 52 /26/ CAB - 2010 dated24th January 2012 M/s Mayur Chhaganbhai Undhad Cost Accountants Ahmedabad wereappointed as Cost Auditor of the Company for the financial year 2017-18 by the Board asrecommended by the Audit Committee and they have offered themselves for reappointment forthe financial year 2018-19.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsbased on the recommendations of Audit Committee have appointed M/s. Siddharth N Maniar aPracticing Company Secretaries in Practice based in Ahmedabad to undertake the SecretarialAudit of the Company for the financial year ended 31stMarch 2018 and further theSecretarial Auditor has offered themselves for reappointment for the financial year2018-19. The Secretarial Audit Report for the financial year 201718 does not contain anyqualification reservation or adverse remark. The Secretarial Audit Report is annexed hereto as "Annexure-A" and forms part of this Report.

Secretarial Auditor's Observations in Secretarial Audit Report:

There is no qualification reservation or adverse remarks or disclaimer made by theauditors in their report and do not call for any further explanation/ comment from theboard.

20. Particulars Of Employees And Related Disclosures:

Disclosure with respect to remuneration of Directors and employees as required underSection197 of the Companies Act 2013 read with Rule 5 (1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 forms part of the Board's Report(Annexure -B).

Details of employee remuneration as required under provisions of Section 197 of theCompanies Act 2013 and Rule 5 (2) and 5 (3) of Rules are available at the RegisteredOffice of the Company for inspection and shall be made available to any shareholder onrequest.

21. REPORT ON CORPORATE GOVERNANCE

As per SEBI circular no SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS ANDDISCLOUSURE REQUIRNMENTS) REGULATION 2015 No. SEBI/LAD-NRO/GN/2015-16/013 dated September02 2015 Company's paid up capital is less than Rs. 10 Crores and Net Worth is also lessthan Rs. 25 Crore or Company listed on SME Platform Company was not required to complywith the norms of the corporate Governance. Since the Company was listed on SME Exchangeonly as on Financial Year ending 31st march 2017 therefore the provisions relation toCorporate Governance is not applicable to the Company.

22. MANAGEMENT

There was no change in Management of the Company during the year under review. Furthernone of the Directors of the Company are disqualified under sub-section (2) of Section 164of the Companies Act 2013.

23. RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of your Company.

24. Prevention Of Insider T rading:

In January 2015 SEBI notified the SEBI (Prohibition of insider trading) Regulations2015 which came into with effect from 15th May 2015. Pursuant there to the Company hasformulated and adopted a new Code for Prevention of Insider T rading.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Directors and the designated employees have confirmedcompliance with the Code.

25. Corporate Social Responsibility:

Section 135 of the Companies Act 2013 and framed Rules there under provides thatcertain Companies are required to spend 2% of its average net profit during 3 precedingyears on CSR activities. It also provides formation of CSR committee of the Board. TheRules prescribe the activities qualify under CSR and the manner of spending the amount.The company is not covered under section 135 of the Companies Act 2013 and the Rulesframed there under for the financial year under report. CSR Committee of the Board will beconstituted at the time of applicability of section 135 of the Act. Hence CSR report isno required to be annexed.

26. Vigil Mechanism/Whistle Blower Policy:

The Company has formulated Whistleblower Policy in conformity with the provisions ofSection 177 (9) of the Companies Act 2013 and Listing Regulations to provide a mechanismfor any concerned person of the company to approach the Ethics Counselor/ Chairman of theAudit Committee of the Company for the purpose of dealing with instance of fraud andmismanagement if any and also ensure that whistleblowers are protected from retributionwhether within or outside the organization. The details of the Whistle Blower Policy areposted on the Company's website at http:// www.riddhitubes.com/

27. Extract Of The Annual Return:

The Extract of the Annual Return for the Financial Year2016-17 is enclosed with thisreport pursuant to Section 92 (3) of the Companies Act 2013 as "Annexure-C" andforms part of this report.

28. Performance On Evaluation Of Directors:

The Nomination and Remuneration Committee has laid down the criteria for performanceevaluation of the individual Directors and the Board. The framework of performanceevaluation of the Independent Directors captures the following points:

I. Key attributes of the Independent Directors that justify his/herextension/continuation on the Board of the Company.

II. Participation of the Directors in the Board proceedings and his/her effectiveness.The evaluation was carried out by means of the replies given/observations made by all theDirectors on the set of questions developed by them which brought out the key attributesof the Directors quality of interactions amongst them and it effectiveness.

29. Management Discussion And Analysis:

The Management Discussion and Analysis Report on the operations of the Company havebeen provided in a separate section which forms part of this Annual Report.

30. Material Changes and Commitments Affecting the Financial Position of the Company:

There are no material changes and commitments affecting the financial position of thecompany have occurred between the ends of the financial year of the company.

I. The Company has taken note of resignation of Mr. Neel Sukhani (Membership No.A42487) as Company Secretary and Compliance Officer w.e.f. 18th January 2017 under theprovisions of the Companies Act 2013.

II. The Company has appointed Mr. Nikhil Vadera (Membership No. A49435) CompanySecretary and Compliance Officer under the provisions of the Companies Act 2013 in theboard meeting held as on 18th January 2017.

31. Change In The Nature Of Business:

During the year under review there are no changes in the nature of business of theCompany.

32. Committees And Policies:

I. Audit Committee:

Audit Committee comprises of three members and all members are Independent Directors.All transactions with related parties are on an arm's length basis. During the year thereare no instances where the Board had not accepted the recommendations of the AuditCommittee.

The composition of the Audit Committee of the Board of Directors of the Companymentioned below:

Name of Directors Designation Nature of Directorship
Mr. Paras K. Shah Chairman Independent Director
Mr. Shankar Prasad Bhagat Member Independent Director
Mr. Saurin S. Shah Member Independent Director

11. Nomination and Remuneration Committee:

Nomination and Remuneration Committee comprises of three members of which threeincluding the Chairman of the Committee are Independent Directors. The composition of theNomination and Remuneration Committee of the Board of Directors of the Company ismentioned below:

Name of Directors Designation Nature of Directorship
Mr. Paras K. Shah Chairman Independent Director
Mr. Shankar Prasad Bhagat Member Independent Director
Mr. Saurin S. Shah Member Independent Director

II. . Stakeholders Relationship Committee:

Stakeholder Relationship Committee comprises of three members of which three includingthe Chairman of the Committee are Independent Directors. The composition of theStakeholder Relationship Committee Committee of the Board of Directors of the Company ismentioned below:

Name of Directors Designation Nature of Directorship
Mr. Paras K. Shah Chairman Independent Director
Mr. Shankar Prasad Bhagat Member Independent Director
Mr. Saurin S. Shah Member Independent Director

IV . Nomination and Remuneration Policy:

The Nomination and Remuneration policy provides guidelines to the Nomination &Remuneration Committee relating to the Appointment Removal & Remuneration ofDirectors and KMP. It also provides criteria for determining qualifications positiveattributes and Independence of Directors.

V. Whistle Blower Policy & Vigil Mechanism:

The Company has formulated Whistle Blower Policy & established Vigil Mechanism forthe directors and employees of the Company to report serious and genuine unethicalbehavior actual or suspected fraud and violation of the Company's code of conduct orethics policy. It also provides adequate safeguards against victimization of persons whouse such mechanism and makes provision for direct access to the chairperson of the AuditCommittee in appropriate or exceptional cases. None of the employees of the Company hasbeen denied access to the Audit Committee.

33. Other Policies:

The Company has formulated other policies as required under various Rules andRegulations duly approved by the Board and the same have been uploaded on the Company'swebsite at the: http://www.riddhitubes.com/

34. Conservation Of Energy Technology Absorption And Foreign Exchange Earnings AndOutgo:

I. Conservation of Energy:

Energy conservation continuous to receive priority attention at all levels. All effortsare made to conserve and optimize use of energy with continuous monitoring improvement inmaintenance and distribution systems and through improved operational techniques. Companyhas not made any capital investment on energy conservation equipment during the financialyear.

II. Technology Absorption:

No new technology is absorbed by the company as company is equipped in well manner withall the required technologies and machineries that it requires in order to have smoothfunctioning of business operations.

III. Research And Development (R & D) :

The company is carrying out research in the field of its business so as to grab theAvailable opportunities of business expansion and thereby enhance the profitability andmarket share.

IV. Expenditure on R & D:

The company has not incurred any expenditure on Research and Development during theFinancial Year.

V. Foreign Exchange Earning and Outgo:

The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review.

35. SEXUAL HARASSMENT

The Company ensures that there is a healthy and safe atmosphere for every womanemployee at the workplace. Further there was no case filled during the year under thesexual harassment of woman at workplace

36. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund:

In terms of Section 125 of the Companies Act 2013 and other applicable provisions ifany of the Companies Act 2013 including any statutory modifications or re-enactmentsthereof there was no unpaid/unclaimed dividend declared paid last year.

37. Particulars Of Loans Guarantee And Investments:

The particulars of loans guarantees and investments and security are given in theNotes to the Accounts.

38. Insurance:

The Company has taken adequate insurance cover on all movable and immovable assets torecover various types of risks.

39. Note On Accounts:

The notes forming part of the accounts are Self-explanatory and therefore do not callfor any further comments.

40. Disclosures:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

I. Details relating to deposits covered under Chapter V of the Act.

II. Issue of equity shares with differential rights as to dividend voting orotherwise.

III. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

IV. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

As per the requirement under The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 read with rules made there under your Company hasconstituted Internal Complaints Committee which is responsible for redressal of complaintsrelated to sexual harassment. During the year under review there were no complaintspertaining to sexual harassment.

41. Acknowledgement:

The Directors wish to convey their gratitude and appreciation to all of the Company'semployees for their tremendous personal efforts as well as their collective dedication andcontribution to the Company's performance.

The Directors would also like to thank the employee unions shareholders customersdealers suppliers bankers government and all other business associates for theircontinued support extended to the Company and the Management.

For and on Behalf of the Board of Directors
Sd/-
Date: 30th August 2018 Managing Director
Place: Ahmedabad