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Roopa Industries Ltd.

BSE: 530991 Sector: Health care
NSE: N.A. ISIN Code: INE443C01010
BSE 00:00 | 09 Dec 7.19 -0.37
(-4.89%)
OPEN

7.20

HIGH

7.21

LOW

7.19

NSE 05:30 | 01 Jan Roopa Industries Ltd
OPEN 7.20
PREVIOUS CLOSE 7.56
VOLUME 1448
52-Week high 12.60
52-Week low 6.82
P/E 9.22
Mkt Cap.(Rs cr) 6
Buy Price 7.19
Buy Qty 297.00
Sell Price 7.93
Sell Qty 1300.00
OPEN 7.20
CLOSE 7.56
VOLUME 1448
52-Week high 12.60
52-Week low 6.82
P/E 9.22
Mkt Cap.(Rs cr) 6
Buy Price 7.19
Buy Qty 297.00
Sell Price 7.93
Sell Qty 1300.00

Roopa Industries Ltd. (ROOPAINDS) - Director Report

Company director report

To

The Members

Your directors have pleasure in presenting the 34th Directors' Report on thebusiness and operations of your company for the financial year ended 31st March2019.

FINANCIAL RESULTS:

Amount in lacs
Year ended
Particulars
31.03.2019 31.03.2018
Sales and Other Income 3043.25 2358.36
EBIDTA 274.80 201.94
Finance Cost 138.59 105.36
Depreciation 57.25 52.48
Profit before Tax 78.96 44.10
Provision for taxation:
Current Tax 14.78 11.66
Deferred Tax 3.77 21.51
Profit after Tax 60.41 53.95
Add: Other
Comprehensive Income 0.20 (8.59)
Total Comprehensive
Income for the year 60.61 45.35

PERFORMANCE:

The Company focused on its core business TPP and its allied products. The operation ofTPP project at Patacheru Medak District Telangana State has been stabilized and theCompany has been making efforts to improve the performance.

The income from operations is Rs.304324833/ - as against Rs.235835551/- for thecorresponding previous year. The profit before tax stood at Rs.7896474/-as againstRs.4410277/- for the previous year. The profit after tax stood at Rs.6041238/- asagainst Rs. 5394611/- for the corresponding period. The Basic Earnings Per Share for theyearended 31.03.2019 is Rs.0.77 as against Rs. 0.58for the corresponding previous yearended 31.03.2018.

DIVIDEND:

Your Directors did not recommend dividend for the financial year 2018-19.

PUBLIC DEPOSITS

The Company has not accepted or invited any Deposits and consequently no deposit hasmatured / become due for re-payment as on 31st March 2019.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FIANNCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of theCompany which occurred between the end on the financial year to which the financialstatements relate and the date of this report.

PARTICULARS OF DIRECTORS AND KEY MANEGERIAL PERSONNEL:

Appointments:

In accordance with the provisions of Section 152(6) of the Companies Act 2013 and theArticles of Association of the Company Sri.T.G.Raghavendra Director of the Companyretire by rotation at this Annual General Meeting and being eligible offer himself forreappointment.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Furtherthere has been nochange in the circumstances which may affect their status as independentdirector during the year.

The brief particulars of the Directors seeking appointment / re-appointment at thisAnnual General Meeting are being annexed to the Corporate Governance Report as requiredunder Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015forming part of this Annual Report.

Cessation:

During the year none of the directors have ceased to be directors.

Key Managerial Personnel

Ms.T.Hema Company Secretary had resigned from her position on 30/05/2019.

Board evaluation and assessment

Evaluation of all Board members is done on an annual basis. The evaluation is done bythe Board Nomination and Remuneration committee and Independent Directors with specificfocus on the performance and effective functioning of the Board and individual Directors.

Pursuant to the provisions of the Companies Act 2013 the Board has carried outperformance evaluation taking into consideration of various aspects of the Board'sfunctioning composition of Board and its Committees execution and performance ofspecific duties obligations and governance. The Performance of evaluation of IndependentDirectors was completed. The Performance evaluation of Chairman and the Non-IndependentDirectors was carried out by the Independent Directors. The Board of Directors expressedtheir satisfaction with evaluation process.

Policy on directors' appointment and remuneration and other details

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy which lays down a framework in relation to selection appointment andremuneration to directors key managerial personnel and senior management of the Company.The Company's policy on directors and KMP appointment and remuneration and other mattersprovided in section 178(3) of the Act have been disclosed in the corporate governancereport which forms part of the directors' report.

Number of Board Meetings during the year

During the year 4 meetings of the Board and 4 meetings of Audit Committee wereconvened and held the details of which form part of the report on corporate governance.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments covered under Section 186 of theCompanies Act 2013 have been disclosed as notes in the financial statements.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large. All Related Party Transactions are placed before theAudit Committee as also the Board for approval where ever required. Prior omnibusapproval of the

Audit Committee is obtained for the transactions which are of a foreseeable andrepetitive nature. A statement giving details of the related party transactions enteredinto pursuant to the omnibus approval so granted are placed as necessary before the AuditCommittee and the Board of Directors. The Company has developed a Policy on Related PartyTransactions for the purpose of identification and monitoring of such transactions. Thepolicy on Related Party Transactions as approved by the Board is uploaded on the Company'swebsite.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

There are no significant and material orders passed by the Regulators/ Courts thatwould impact the going concern status of the Company and its future operations.

AUDITORS AND OBSERVATIONS

Statutory Auditors

In terms of the provisions of the Companies Amendment Act 2017 read with NotificationS.O. 1833(E) dated 7th May 2018 deletes provision of annual ratification of theappointment of auditor. Now during a single term of 5 years there shall be no requirementfor ratification of the appointment of auditor. A company sending notices for AnnualGeneral Meeting on or after 7thMay 2018 is not required to includeratification of the auditor as its agenda item.

The Auditors M/s.S.T.Mohite& Co. Chartered Accountants were appointed asStatutory Auditors to hold office till the conclusion of AGM to be held in the year 2021since there is no requirement the Board has not recommended for ratification of StatutoryAuditors in the Notice of 34thAGM.

Secretarial Auditors

Pursuant to the 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. Geeta Serwani & Associates Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2018-19. The Report ofthe Secretarial Auditor for Financial Year 2018-19 is annexed herewith as"Annexure-I".

Internal Auditors

Internal auditors of the Company have done audit and their report is reviewed by theAudit Committee from time to time.

Qualification and Remarks

The auditors' report contain qualifications with respect to payment of Statutory dues.The management is taking necessary steps to clear the outstanding dues.

Secretarial Auditors' report do not contain any qualifications reservations or adverseremarks.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):

During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board under section 143(12) of the Companies Act 2013.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not covered under the criteria mentioned in the provisions of CompaniesAct 2013.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a report on ManagementDiscussion & Analysis is presented in a separate section and forms part of the AnnualReport.

CORPORATE GOVERNANCE

The Company has implemented the procedures and adopted practices in conformity with theCode of Corporate Governance enunciated in provisions of SEBI (LODR) Regulations 2015.

A report on Corporate Governance pursuant to the provisions of Corporate GovernanceCode stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 forms part of the Annual Report. Full details of the various board committees arealso provided therein along with Auditors' Certificate regarding compliance of conditionsof corporate governance and forms integral part of this Report.

EXTRACT OF ANNUAL RETURN (MGT 9)

The extract of the annual return in Form MGT 9 as required under the provisions ofsection 92 of the Act is enclosed as Annexure - II.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOFINANCIAL STATEMENT:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.

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 and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company (with its inherent weakness) work performed bythe internal statutory and secretarial auditors including the audit of internal financialcontrols over financial reporting by the Statutory Auditors and the reviews performed bymanagement and the relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's internal financial controls were adequate and effectiveduring the period ended on 31st March 2019.

RISK MANAGEMENT

The Board of the Company has framed apolicy to implement and monitor the riskmanagement plan for the Company and ensuring its effectiveness. The Board oversees theRisk Management process including risk identification impact assessment effectiveimplementation of the mitigation plans and risk reporting. The Audit Committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the company has adopted a vigil mechanism policy.

HUMAN RESOURCES:

Many initiatives have been taken to support business through organizational efficiencyprocess change support and various employee engagement programmes which has helped theOrganization achieve higher productivity levels. A significant effort has also beenundertaken to develop leadership as well as technical/ functional capabilities in order tomeet future talent requirement.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records inaccordance with the provisions of the Act for safeguarding the assetsof the company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the company andsuch internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are provided in theAnnexure- III forming part of this Report.

PARTICULARS RELATING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various policies and practices. Companyalways endeavours to create and provide an environment that is free from discriminationand harassment including sexual harassment.

Your Company has adopted a policy on Prevention of Sexual Harassment at Workplace whichaims at prevention of harassment of employees and lays down the guidelines foridentification reporting and prevention of undesired behaviour.

Internal Complaints Committee has been set up to redress complaints received regardingsexual harassment. All associates of the company are covered under this policy. There wereno complaints received under the policy during 2018-19.

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

PARTICULARS OF REMUNERATION

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given below: a. The ratio of theremuneration of each director to the median remuneration of the employees of the Companyfor the financial year:

Executive Directors Ratio to Median remuneration
T G Raghavendra 12.21
V J Sarma 4.88

b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:There is no increaseduring the year.

c. There is percentage increase in the median remuneration of employees in thefinancial year: NIL

d. The number of permanent employees on the rolls of Company: 58

e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:There isno increase in the remuneration / salaries during the year.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration paid to Key Managerial Personnel is as per theremuneration policy of the Company.

APPRECIATION:

Your Directors wish to place on record their appreciation to employees at all levelsfor their hard work dedication and commitment. The enthusiasm and unstinting efforts ofthe employees have enabled the Company to remain stable despite increased competitionfrom several existing and new players.

ACKNOWLEDGEMENTS:

The Board desires to place on record its sincere appreciation for the support andco-operation that the Company received from the suppliers customers strategic partnersBankers Auditors Registrar and Transfer Agents and all others associated with theCompany. The Company has always looked upon them as partners in its progress and hashappily shared with them rewards of growth. It will be the Company's endeavor to build andnurture strong links with trade based on mutuality respect and co-operation with eachother.

By order of The Board of Directors
Sd/-
T.G. RAGHAVENDRA
Place : Hyderabad Chairman and Managing Director
Date : 14th August 2019 (DIN : 00186546)