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Roopa Industries Ltd.

BSE: 530991 Sector: Health care
NSE: N.A. ISIN Code: INE443C01010
BSE 00:00 | 23 Sep 75.85 -3.95
(-4.95%)
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NSE 05:30 | 01 Jan Roopa Industries Ltd
OPEN 75.85
PREVIOUS CLOSE 79.80
VOLUME 432
52-Week high 92.75
52-Week low 14.90
P/E 57.03
Mkt Cap.(Rs cr) 60
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 75.85
CLOSE 79.80
VOLUME 432
52-Week high 92.75
52-Week low 14.90
P/E 57.03
Mkt Cap.(Rs cr) 60
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Roopa Industries Ltd. (ROOPAINDUSTRIES) - Director Report

Company director report

To

The Members

Your directors have pleasure in presenting the 35th Directors' Report on the businessand operations of your company for the financial year ended 31st March 2020.

1. FINANCIAL RESULTS:

Amount in lacs
Particulars Year ended
31.03.2020 31.03.2019
Sales and Other Income 2873.81 3043.25
EBIDTA 287.48 274.80
Finance Cost 131.20 138.59
Depreciation 76.26 57.25
Profit before Tax 80.01 78.96
Provision for taxation:
Current Tax 9.78 14.78
Deferred Tax 33.03 3.77
Profit after Tax 37.20 60.41
Add: Other
Comprehensive Income 0.31 0.20
Total Comprehensive
Income for the year 37.51 60.61

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.287381473/ - as against Rs. 304324833/- for thecorresponding previous year. The profit before tax stood at Rs.8001182/- as against Rs.7896474/- for the previous year. The profit after tax stood at Rs.3720280/- as againstRs. 6041238/- for the corresponding period. The Basic Earnings Per Share for the yearended 31.03.2020 is Rs.0.48 as against Rs.0.77 for the corresponding previous year ended31.03.2019.

2. DIVIDEND:

Your Directors did not recommend dividend for the financial year 2019-20.

3. SHARE CAPITAL

During the financial year under review there has been no change in the AuthorizedCapital of the Company. The paid up Equity Share Capital of the Company as on 31st March2020 stood at Rs.78655200/-. During the year under review the Company has not issuedshares or convertible securities or shares with differential voting rights nor has grantedany stock options or sweat equity or warrants. As on 31st March 2020 none of theDirectors of the Company hold instruments convertible into Equity Shares of the Company.

4. 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 2020.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FIANNCIAL POSITIO OF THECOMPANY:

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.

6. 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 V.J.Sarma Director of the Company retire byrotation at the forthcoming Annual General Meeting and being eligible offers himself forreappointment. The Board recommends his reappointment for the consideration of the Membersof the Company at the forthcoming Annual General Meeting. Brief profile of Mr. V.J.Sarmahas been given in the Notice convening the Annual General Meeting.

Sri Satyanarayana Annadanam Murthy (DIN-02229882) and Sri Mohan Rao Oruganti(DIN-07009749) were appointed as Independent Directors on the Board of the Company at theBoard Meetings held on 03-11-2015 for a period of five years. Subject to the approval ofthe members it is proposed to re-appoint the aforesaid Independent Directors for anotherterm of 5 (five) years. Under the provisions of the Companies Act 2013 (as amended)reappointment of Independent Directors for a second term requires prior approval ofMembers of the Company by way of Special Resolution. Accordingly the approval of theMembers by way of Special Resolution(s) at the ensuing Annual General Meeting of theCompany is being sought for reappointment of Sri Satyanarayana Annadanam Murthy(DIN-02229882) and Sri Mohan Rao Oruganti (DIN-07009749) for a period of Five (5) years asIndependent Directors of the Company from the end of their respective terms.

Other than as stated above there has been no other change in the Directors or the KeyManagerial Personnel during the year under review.

`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 no change 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) Regulations2015 forming part of this Annual Report.

Cessation:

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

Key Managerial Personnel

Ms.T.Hema Company Secretary had resigned from her position on 30/05/2019 and Ms. SiramLakshmi Raga Prathyusha has been appointed as Company Secretary of the Company on14/11/2019.

7. 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.

8. NUMBER OF BOARD MEETINGS OF THE BOARD.

The details of the number of meetings of the Board held during the Financial Year2019-20 forms part of the Corporate Governance Report.

9. COMMITTEES OF THE BOARD

The Board of Directors have the following Committees:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders' Relationship Committee

The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.

10. PARTICULARS OF LOANS GUARANTEES

AND INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to Financial Statements forming a part of thisannual report.

11. 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 and thus a disclosure in Form AOC-2 interms of Section 134 of the Act is not required. Further there are no material relatedparty transactions during the year under review with the Promoters Directors or KeyManagerial Personnel. All related party transactions are mentioned in the notes to theaccounts. The Company has developed a framework through Standard Operating Procedures forthe purpose of identification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval where ever required. Prior omnibus approval of the Audit Committee isobtained for the transactions which are of a foreseeable and repetitive nature. Astatement giving details of the related party transactions entered into pursuant to theomnibus approval so granted are placed as necessary before the Audit Committee and theBoard of Directors. The Company has developed a Policy on Related Party Transactions forthe purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. None of the Directors has any pecuniary relationship or transactionsvis--vis the Company except remuneration.

12. 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.

13. AUDITORS AND OBSERVATIONS

(a) Statutory Auditors

M/s. S.T.Mohite & Co. Chartered Accountants were appointed as Statutory Auditorsof the Company for a period of five consecutive years to hold office till the conclusionof AGM to be held in the year 2021 on a remuneration mutually agreed upon by the Board ofDirectors and the Statutory Auditors. Since there is no requirement the Board has notrecommended for ratification of Statutory Auditors in the Notice of 35th AGM.

Their appointment was subject to ratification by the Members at every subsequent AGMheld after the AGM held on June 05 2017. Pursuant to the amendments made to Section 139of the Companies Act 2013 by the Companies (Amendment) Act 2017 effective from May 72018 the requirement of seeking ratification of the Members for the appointment of theStatutory Auditors has been withdrawn from the Statute. Hence the resolution seekingratification of the Members for continuance of their appointment at this AGM is not beingsought.

There are no qualification reservations or adverse remark made by the auditors intheir report.

(b) 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 toundertake the Secretarial Audit of the Company for the Financial Year 2019-20. The Reportof the Secretarial Auditor for Financial Year 2019-20 is annexed herewith as"Annexure-I".

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

(c) Internal Auditors

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

14. 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.

15. CORPORATE SOCIAL RESPONSIBILITY

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

16. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company asrequired under the provisions of Regulation 34 read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is provided in a separatesection and forms integral part of this Report.

17. CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations a separatesection on corporate governance practices followed by the Company forms an integral partof this Report.

The Auditor's Certificate required under Clause E of Schedule V of the ListingRegulations will be attached as an addendum to this report as signed copy from the Auditoris awaited and the Board authorised the Executive Director to obtain the same and annex tothe Directors' Report as an Addendum.

18. EXTRACT OF ANNUAL RETURN (MGT 9)

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act is annexed as Annexure ‘II' which forms an integral partof this Report.

19. 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 2020.

20. RISK MANAGEMENT

The Board of the Company has framed a policy 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.

21. 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.

The Company has a Whistle Blower Policy to report genuine concerns or grievances &to provide adequate safeguards against victimization of persons who may use suchmechanism. The Whistle Blower Policy has been posted on the website of the Company atwww.investorsatril.com.

22. 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.

23. 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 in accordance with the provisions of the Act for safeguarding theassets of 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.

24. 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.

25. 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 2019-20.

26. 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.

27. 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 the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Executive Directors Ratio to Median remuneration
T G Raghavendra 9.88
V J Sarma 3.95

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: 61

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: Thereis no 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.

28. 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.

29. 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 : 13th November 2020 (DIN : 00186546)

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