Your Directors have pleasure in presenting the Second Annual Report of Roni HouseholdsLimited (Formally known as "Roni Household Private Limited") along with theAudited Financial Statements for the year ended 31st March 2019
1. Financial Summary or performance of the company:
|PARTICULARS ||YEAR ENDED ||YEAR ENDED |
| ||31.03.2019 ||31.03.2018 |
|Total Income ||78045520 ||42969705 |
|Profit before Tax ||2762178 ||1050184 |
|Less: Tax ||- ||(270422) |
|Add: Deferred Tax (Assets)/ Liabilities ||549704 ||- |
|Profit after tax ||3311881 ||779762 |
|Add: Balance brought forward ||779762 ||- |
|Net Profit available for appropriation ||4091643 ||779762 |
2. State of Company's affairs:
The Company has reported total income of 78045520 for the current year as comparedto 42969705 in the previous year. The Net Profit for the year under review amounted to3311881 in the current year as compared to 779762 in the previous year.
3. Transfer to reserves:
The Company has not transferred any amount to General Reserve. However the Company hasretained the current year profit in the accumulated Profit and Loss account
In a view of the requirements of own funds for expansion of business of the companythe Directors of the company does not recommended dividend for the Financial Year ended31st March 2019.
5. Share Capital:
The paid up Equity Share Capital as on March 31 2019 was 43359460 divided into4335946 equity shares of Re 10/- each. During the year under review the Company hasissued 3825946 equity shares mentioned in detail as follows:
|Sr. No. ||Date of Allotment ||No. of Equity Shares ||Face Value ||Premium ||Total Consideration |
| || || ||(In Rs.) ||(In Rs.) ||(In Rs.) |
|1 ||20/04/2018 ||143946 ||10 ||- ||1439460 |
|2 ||19/05/2018 ||1082000 ||10 ||- ||10820000 |
|3 ||22/05/2018 ||1100000 ||10 ||10 ||22000000 |
|4 ||28/11/2018 ||1500000 ||10 ||10 ||30000000 |
6. Material Changes between the date of the Board report and end of financialyear:
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements related and the date of the report.
7. Details of Initial Public Offer:
During the year the Company has issued 1500000 equity shares of Rs. 10/- each at aprice of Rs. 20 each aggregating to Rs. 30000000/- through IPO. The equity shares ofthe company are listed on BSE SME Stock Exchange with effect from 03rdDecember 2018.
8. Provision of financial assistance to the employees of the company for thepurchase of its own shares.
The company has not provided any financial assistance to its employees as per section67 of the Companies Act 2013. And employees of the company do not exercise any votingright in the company directly or indirectly.
9. Significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:
During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.
10. Subsidiary Company:
As on March 31 2019 the Company does not have any subsidiary.
11. Statutory Auditor & Audit Report:
M/s. Raju & Prasad Chartered Accountants having Firm Registration No. 003475S wasappointed as a Statutory Auditors at the Annual General Meeting of the Company held on 15thSeptember 2018 for the period of 5 years starting from 1st April 2018 tillthe AGM of the company to be held in calendar year 2023.
The Auditors' Report does not contain any qualification reservation or adverse remark.
12. Change in the nature of business :
There is no change in the nature of the business of the company
13. Details of Change in composition of Directors or key managerial personnel;
In accordance with the provisions of Section 152 of the Act Mr. Manohar SirwaniDirector retires by rotation at the forthcoming Annual General Meeting and being eligibleoffers himself for re-appointment. The Board recommends his re-appointment for theconsideration of the Members of the Company at the forthcoming Annual General Meeting.Brief profile of Mr. Manohar Sirwani has been given in the Notice convening the AnnualGeneral Meeting.
Further during the financial year following changes took place in the Composition ofBoard of Directors of the Company:
|Sr. No. ||Name of Director ||Date of changes in Composition ||Appointment/ Resignation/ Change in Designation ||Designation |
|1 ||Mr. Shailesh Suresh Bajaj ||15/07/2018 ||Resignation ||Director |
|2 ||Mr. Manohar Sirwani ||15/07/2018 ||Appointment ||Director |
|3 ||Mr. Shailesh Suresh Bajaj ||27/09/2018 ||Appointment ||Independent Director |
|4 ||Mr. Arvind Durgashankar Pande ||27/09/2018 ||Appointment ||Independent Director |
|5 ||Mrs. Nidhi Sirwani ||01/09/2018 ||Appointment ||CFO |
|6 ||Mr. Harish Sirwani ||28/09/2018 ||Change in Designation ||Managing Director |
|7 ||Mrs. Nidhi Sirwani ||28/09/2018 ||Change in Designation ||Whole-time Director |
|8 ||Mr. Mehul Kumar Harilal Shah ||01/10/2018 ||Appointment ||Company Secretary |
The Company has not invited/ accepted any deposits from the public during the yearended March 31 2019. There were no unclaimed or unpaid deposits as on March 31 2019.
15. Conservation of energy technology absorption foreign exchange earnings and outgo:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "Annexure -A".
16. Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure - B" to this report and is also available on theCompany's website at www.ronihouseholds.com
17. Related Party Transactions
All Related Party Transactions entered by the Company during the financial year were inthe ordinary course of business and at arm's length basis given in the notes to theFinancial Statements.
Form AOC-2 is annexed herewith as "Annexure - C" to this report.
18. Corporate Social Responsibility:
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.
19. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Act and rules made thereunder theCompany has appointed M/s. Nitin S. Sharma & Associates a Company Secretaries inPractice to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportis annexed as Annexure D' and forms an integral part of this Report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
20. Particulars of Employee:
The information required pursuant to Section 197 (12) of the Companies Act 2013 readwith Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel)Rules2014 in respect of employees of the is given in an "Annexure E" and forms partof this Report.
21. Number of meeting of the Board:
During the year 2018-19 the Board of Directors met 12 times.
22. Directors' Responsibility Statement:
Pursuant to the requirement under section 134(3)(C)of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
i. In the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures;
ii. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2019 and of the profitand loss of 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 the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
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.
23. Declaration by Independent Directors
All Independent Directors have furnished declarations in accordance with the provisionsof Section 149 (7) of the Companies Act 2103 regarding meeting the criteria ofIndependence as provided under Section 149 (6).
24. Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under sub-section (3) of section 178:
Pursuant to provisions of Section 178 of the Companies Act 2013 the Nomination andRemuneration Committee carried out evaluation of every Director's performance and theBoard has carried out formal annual evaluation of its own performance and that of itsCommittees and individual Directors has been made. Further the evaluation of theIndependent Directors was carried out by the entire Board excluding the Director beingevaluated.
The Directors were satisfied with the evaluation resultswhich reflect the overallengagement of the Board andits Committees and on the basis of the Report of the saidevaluation the present term of appointment of Independent Directors shall be continuedwith the Company.
25. Audit Committee
The Company has constituted Audit Committee under Section 177(1) of the Companies Act2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules 2014. TheCommittee comprises of Mr. Shailesh Bajaj Mr. Arvind Pande Mr. Nidhi Sirwani as membersof the Committee.
26. Establishment of Vigil Mechanism
The Company has adopted a Whistle Blower Policy for Directors and Employees to reportgenuine concerns and to provide for adequate safeguards against victimization of personswho may use such mechanism.
The Whistle Blower Policy has been posted on the website of the Company.
27. Disclosure with respect to Directors' and Key Managerial Personnels' remuneration.
The company has complied with the provisions of section 197(12) 197(14) and Rule 5(1)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
28. Particulars of loans guarantees or investments:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
29. Internal Control Systems their Adequacy and Internal Auditor
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.
The scope of the Internal Audit as defined in the Internal Audit Charter covers theevolution of Internal Control System. To maintain its objectivity and independence theInternal Auditor reports to the Audit Committee. The Internal Auditor monitors andevaluates the efficacy and adequacy of the internal control system in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company. Based on the Report of Internal Auditor process owners undertake correctiveactions in their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee.
30. Risk management policy
The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage.
31. Prevention of Sexual Harassment of Women at Workplace
The Company has in place a policy on Prevention Prohibition and Redressal of SexualHarassment at workplace in line with the requirements of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
The Company is committed to create and maintain an atmosphere in which employees canwork together without fear of sexual harassment and exploitation. Every employee is madeaware that the Company is strongly opposed to sexual harassment and that such behaviour isprohibited both by law and the Company. During the year under review there was nocomplaint of any sexual harassment at work place.
Your Directors take this opportunity to place on record their appreciation and sinceregratitude to the Government of India Government of Maharashtra and Gujarat and theBankers to the Company for their valuable support and look forward to their continuedco-operation in the years to come.
Your Directors acknowledge the support and co-operation received from the employees andall those who have helped in the day to day management.
| ||For and on behalf of the Board of Directors |
|Place: Jalgaon ||Harish Manohar Sirwani |
|Date: 30th May 2019 ||Chairman DIN: 07844075 |