Rishabhdev Technocable Ltd.
|BSE: 533083||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE685F01019|
|BSE 00:00 | 04 Mar||Rishabhdev Technocable Ltd|
|NSE 05:30 | 01 Jan||Rishabhdev Technocable Ltd|
|BSE: 533083||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE685F01019|
|BSE 00:00 | 04 Mar||Rishabhdev Technocable Ltd|
|NSE 05:30 | 01 Jan||Rishabhdev Technocable Ltd|
Your Directors have the pleasure in presenting the 22nd Annual Report on thebusiness and operations of the Company for the year ended 31-03-2016 together with theaudited accounts for the year ended 31-03-2016.
There is Loss during the Year hence company has not transferred any amount to GeneralReserves.
The turnover for the financial year 2015-2016 is 3546.57 Lacs against 7376.70 Lacs forfinancial year 2014-2015 DIVIDEND:
In view of inadequacy of profit for the year under review your Directors do notrecommend dividend on the Equity Shares for the year under Review.
The paid up equity capital as on March 31 2016 was Rs 2668.98 Lacs.
Cash and cash equivalents as at March 31 2016 was Rs.37.56 Lacs. The company continuesto focus on judicious management of its working capital Receivables inventories andother working capital parameters were kept under strict check through continuousmonitoring
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees or investment covered under theprovisions of section 186 of the Companies Act 2013.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the year there was no change in the nature of business of the Company
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.
ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars required under Section 134 of the Companies Act 2013 read with theCompanies (Disclosure of Particulars in the Report of Board of Directors) as per 8(3)Rules Account Rules 2014 regarding conservation of energy technology absorption andforeign exchange earnings and outgo are given in the Annexure-A forming part ofthis Report.
SAFETY HEALTH AND ENVIRONMENT
Sustained and meticulous efforts continue to be exercised by the Company at all plantsof the Company towards greener production and environment conservation. The Companyperseveres in its efforts to indoctrinate safe and environmentally accountable behavior inevery employee as well as venders by rigid compulsory annual training and refreshercourses as well as frequent awareness programs Mock drills of emergency preparedness areregularly conducted at all the plants showing Companys commitment toward safety notonly of its own men and plants but also of the society at large.
Safety records at all plants showed considerable improvement and accident statisticsshowed downward trend. This was made possible by strict adherence to laid down proceduresand following of international guidelines involvement of workers in all safety mattershas been encouraged by their participation in shop floor safety meeting. The health ofemployees and the environment in and around the plant area have been given due care andattention. The Company continued to comply with the prescribed industrial safetyenvironment protection and pollution control regulation at its production plant throughperiodic checks of the system involved and constant monitoring to meet the standards setby the pollution control authorities etc.
INDUSTRIAL RELATIONS & HUMAN RESOURCES MANAGEMENT
The Company recognizes that in a people-intensive business major gains can be scoredin the area productivity management. In view of this the Company strengthened its peoplemanagement through performance-linked incentives amenities training multi-skilling andcareer path identification.
The Company is of firm belief that good human Resource Management would ensure successthough high performance HR strategy and plans of the company are deeply imbedded with theorganizational goal is set to increase the production capacity of the various plants andrationalize the manpower through scientific study. All the operational goals of the topmanagement emanate from the business plan. The goal of Chairman is shared with hissubordinates who in turn share their goal with their respective subordinates and so on.Regular visits by HR team are being made to all plants to meet the employees and alsointeraction meeting are conducted to get their feedback based on which HR polices areimproved continuously. The process has resulted in better employees' relationship.
The Company lays due emphasis on all round development of its human resource. Hencetraining of the employees is aimed at systemic development of knowledge skill aptitudeand team work. Training is designed for the development of personal skills necessary forthe performance of the present job and to prepare them for future growth. Individualdevelopment is given top priority to groom high caliber manpower.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provision of the Companies Act 2013 and the Articles of theCompany Mr Sunil B Golchha (DIN: 00318899) Chairman & Managing Director of theCompany who has consented to retire by rotation for compliance with the requirements ofSection 152 of the Companies Act 2013 and being eligible offers himself forre-appointment. If re-appointed his term would be up to next AGM.
In accordance with the provision of the Companies Act 2013 and the Articles of theCompany Mr. Umashankar Manikrao Singh and Mr. Amalaprasad Parasnath Mishra were reappointed as Independent directors at the Annual General Meeting of the Company held on30th September 2014 In accordance with Section 149(7) of the Companies Act 2013 theyhave submitted a declaration that each of them meets the criteria of independence asprovided in section 149(6) of the Act and Regulation 16( 1 )(b) of the ListingRegulations there has been no change in the circumstances which may affect their statusas independent director during the year.
Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe Company are - Mr. Shelendra N Baradia Chief Financial Officer. There has been nochange in the key managerial personnel during the year.
Mrs. Sonali Ashwinkumar Vedpathak (DIN: 07153903) resigned as Independent Director witheffect from 8Ul April 2016 due to personal reasons. The board places onrecord its appreciation for the services rendered by Mrs. Sonali Ashwinkumar Vedpathak(DIN: 07153903) during her tenure with the company.
The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribed by Regulation 17(10) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBI Listing Regulations).
The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report.
Declaration by an Independent Director(s) and re- appointment if any
The Company has received necessary declaration from each independent director undersection 149 (7) of the Companies Act2013 that he /she meets the criteria of independencelaid down in section 149(6) of Companies Act2013 and as per SEBI(LODR) Regulation 2015
The Board has on the recommendation of the Appointment & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy in accordance with Section 178(3) of the CompaniesAct 2013 & Regulation 9(4) of the Listing Regulations is stated in the CorporateGovernance Report.
Number of Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 5 (Five) Board Meetings and 5 (Five) Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
1. In the preparation of the annual accounts the applicable accounting standards havebeen followed
2. The directors have 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 or loss of the Company for the year under review.
3. The directors have 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.
4. The directors have prepared the annual accounts on a going concern basis.
5. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
6. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
Since there were no related party transaction during the year under review except inthe ordinary course of business Form AOC-2 as prescribed under section 134(3)(h) of theCompanies Act 2013 is not applicable for the Company
There is no Subsidiary Company During the Financial year ended as on 31stMarch 2016.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as code ofbusiness conduct which forms an Appendix to the Code. The Code has been posted onthe Companys website www.rtclcables.com.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code All Management Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any.
In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
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 the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Companys shares andprohibits 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 the Trading Window is closed. The Board isresponsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
AUDITORS REPORT/ SECRETARIAL AUDIT REPORT:
M/s DMKH & Co. Chartered Accountants Statutory Auditors of the Company wereappointed as auditors at Companys Annual General Meeting (AGM) held in F.Y.2014-2015to hold office as Staturoty Audiotor of the company and fix their remuneration. Currentlythey are holding office of the auditors up to the conclusion of the 22nd AGM.
The Company has received a letter from M/s. DMKH & Co. Chartered Accountants forthe resignation from the post of statutory auditor of the Company.
Accordingly as per the said requirements of the Act M/s. JMK & Co CharteredAccountants (Firm Registration No.120459W) are proposed to be appointed as auditors for aperiod of 5 years commencing from the conclusion of 22nd AGM till the conclusion of the27th AGM subject to ratification by shareholders every year as may be applicable inplace of M/s. DMKH & Co Chartered Accountants.
M/s. JMK & Co Chartered Accountants have consented to the said appointment andconfirmed that their appointment if made would be within the limits specified underSection 141(3)(g) of the Act. They have further confirmed that they are not disqualifiedto be appointed as statutory auditor in terms of the provisions of the proviso to Section139(1) Section 141(2) and Section 141(3) of the Act and the provisions of the Companies(Audit and Auditors) Rules 2014.
- The Audit Committee and the Board of Directors recommend the appointment of M/s. JMK& Co Chartered Accountants as statutory auditors of the Company from the conclusionof the 22nd AGM till the conclusion of 271M AGM to theshareholders.
The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
INTERNAL AUDIT & CONTROLS
The Company has engaged the services of an Independent Chartered Accountants to carryout internal audit of books of accounts. During the financial year the Company continuedto implement their suggestions and recommendations to improve the control environment.Their scope of work includes review of processes for safeguarding the assets of theCompany review of operational efficiency effectiveness of systems and processes andassessing the internal control strengths in all areas. Internal Auditors findings arediscussed with the process owners and suitable corrective actions taken as per thedirections of Audit Committee on an ongoing basis to improve efficiency in operations.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant or material orders passed by the Regulators/ Courts/ Tribunalswhich could impact the going concern status of the Company and its future operations.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. M.K Saraswat & Associates a firm of company Secretaries in practice toundertake the Secretarial Audit of the Company. The Secretarial Audit report is annexedherewith as Annexure B
As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. Certain observations made in the report with regard to nonfiling of some forms were mainly due to ambiguity and uncertainty of the applicability ofthe same for the relevant period. However the company would ensure in future that all theprovisions are complied to the fullest extent.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure C.
Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report Company have pendinglitigations which would impact its financial position
Board informed that Due to slow down in Power & Control Cables Industries andtrading business and not having sufficient orders to utilize our installed productioncapacity therefore Management could not achieve their targets in last 7 years. Due tothe same company could not serve the interest of esteemed bankers and also could not paythe Term Loan EMI's all the company all assets and personal assets of promoters havekept to the bankers against the loan facility taken from our bankers. Since Company'srepayment to bankers were not made in time.
Therefore all our esteemed Bankers (IDBI Bank Ltd State Bank of Bikaner & Jaipurand Bank of Maharashtra) have taken all properties and assets as per various courtorders.
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act 2013 & as per Regulation 34of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 thecompany has constituted a risk evaluation/ risk management committee. The details of thecommittee and its terms of reference are set out in the corporate governance reportforming part of the Boards report.
At present the company has not identified any element of risk which may threaten theexistence of the company.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company in advance.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The detailed report on Corporate Governance and Management Discussion & AnalysisReport in terms of the provisions of Regulation 34 of the SEBI (Listing Regulations andDisclosure Requirements) Regulations 2015 (Listing Regulations) which form an integralpart of this Report are set out as separate Annexure together with the Certificate fromthe auditors of the Company regarding compliance with the requirements of CorporateGovernance as stipulated in Regulation 34 of the SEBI (Listing Regulations and DisclosureRequirements) Regulations 2015.
Chief Financial Officers certification under Regulation 17(8) of the LODR formspart of the Corporate Governance Report. Therefore a report on the Corporate Governancepractices the Auditors' Certificate on compliance of mandatory requirements thereof arenot given as an annexure to this report.
The composition of Audit Committee is as given in the Report on Corporate Governance
SHAREHOLDERS/INVESTOR GRIEVANCE COMMITTEE
The composition of Shareholders/lnvestor Grievance Committee is as given in theReport on Corporate Governance
The composition of Remuneration Committee is as given in the Report on CorporateGovernance
The management employee relations continue to be cordial the Board is committed tostrengthen the same and to work towards ensuring health safety welfare and a healthyworking environment for its employees
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
Your Directors place on record their appreciation of the assistance and supportextended by Bankers Consultants Customers Suppliers Service Providers GovernmentDepartment Solicitors Shareholders and Employees of the Company
For and on Behalf of the Board of Director For Rishafchdev Technocable Limited
Sunil B. Golchha
Chairman & Managing Director
DIN : 00318899
Date : 06.09.2016
Place : Mumbai
ANNEXURE TO THE DIRECTORS REPORT ANNEXURE-A
Information as per Section 134 of the Companies Act 2013 read with the Companies(Disclosure of Particulars in the Report of Board of Directors) as per 8(3) Rules AccountRules 2014 and forming part of the Directors Report for the year 2015-16
CONSERVATION OF ENERGY:
a) Energy Conservation measures taken:-
Systematic control of the idle running of machines to reduce consumption of energy.
b) Additional investment and proposals if any being implemented for the reduction ofconsumption of energy
Energy conservation is not significant
c) Impact of measures at (a) and (b) above for reduction of energy consumption andconsequent impact on the cost of products/goods.
d) Total energy consumption & energy consumption per unit as per prescribed Form A
Not given as the company is not covered in the list of specified items
EFFORTS MADE IN TECHNOLOGY ABSORPTION AS PER FORM B OF THE ANNEXURE TO THERULES. Research and Development (R & D)
FOREIGN EXCHANGE EARNINGS AND OUT-GO :
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies
(Accounts) Rules 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arms length basis.
2. Details of contracts or arrangements or transactions at Arms length basis.
Form shall be signed by the people who have signed the Boards Report.