To the Members of ROTO PUMPS LTD
Your Directors have pleasure in presenting their Forty Sixth AnnualReport of the Company together with the Audited Financial Statements for the financialyear ended 31st March 2021.
Your Company's financial performance for the year under review alongwith the previous year's figure is given hereunder
Amount Rs In Lakhs
|Particulars ||Financial year ended |
| ||31st March 2021 ||31st March 2020 |
|Revenue from Operations ||11572.15 ||12166.64 |
|Other Income ||424.90 ||412.11 |
|Total Income ||11997.05 ||12578.75 |
|Profit / (loss) before finance costs depreciation and taxation ||3539.50 ||2555.44 |
|Less: Finance Costs ||261.86 ||186.79 |
|Depreciation ||562.39 ||682.53 |
|Profit before Taxation ||2715.25 ||1686.12 |
|Less Taxation ||773.51 ||401.80 |
|Profit after tax ||1941.74 ||1284.32 |
|Add: Other Comprehensive Income ||7.01 ||-44.17 |
|Total Comprehensive Income for the year ||1948.75 ||1240.15 |
The Board of Directors at its meeting held on 31st March 2021 hasapproved payment of an interim dividend @ Rs 1.40 per equity shares of Rs 2.00/- each i.e.70% for the financial year 2020-21. The interim dividend has been paid on 26th April 2021which involved a cash outflow of Rs 216.35 lakhs. Further the Board of Directors at itsmeeting held on 8th June 2021 has recommended a final dividend @ Rs 0.35/- per equityshares of Rs 2/- each i.e. 17.5% for financial year 2020-21. The final dividend ifapproved by the shareholders of the Company at ensuing Annual General Meeting wouldinvolve cash outflow of Rs 54.09 lakhs. The total dividend for the financial year ended31st March would work out to Rs 1.75 per equity share of Rs 2.00/- each i.e. 87.50%involving a total cash out flow of Rs 270.44 lakhs.
The Board of Directors of your Company has adopted a dividenddistribution policy and the same is available at https://www.rotopumps.com/investors/policies/ under investors section.
The Paid-up Equity Share Capital as on 31st March 2021 was Rs 309.08Lakhs. During the year under review your Company has not issued any shares bonus sharesor bought back any shares. The Company has not issued shares with differential votingrights. It has neither issued employee stock options nor any sweat equity shares and doesnot have any scheme to fund its Employees to purchase the shares of the Company.
Investor Education and Protection Fund
In terms of the provisions of Section 124(5) of the Companies Act 2013and Rule 3 of the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 the un-claimed dividend relating to the financial year2012-13 has been remitted to the Investor Education and Protection Fund (IEPF) establishedby the Central Government. This involved transfer of Rs 204787.50/- unclaimed dividendand 20000 related shares on which dividend had been unclaimed for seven consecutiveyears.
The un-claimed dividend for further years would become due for transferto IEPF per below details-
Amount in '
|Sl. Financial Year ||Unclaimed Amountas on 31.07.2021 ||Due date for transfer to IEPF |
|1 2013-14 ||208140.00 ||05-11-2021 |
|2 2014-15 ||192831.60 ||06-11-2022 |
|3 2015-16 ||71752.60 ||04-11-2023 |
|4 2016-17 ||149325.60 ||05-11-2024 |
|5 2017-18 ||120339.60 ||05-11-2025 |
|6 2018-19 ||233699.50 ||04-11-2026 |
|7 2019-20 - Interim ||77300.70 ||18-03-2027 |
|8 2020-21 - Interim ||227347.60 ||07-05-2028 |
Further in terms of the provisions of Section 124(6) of the CompaniesAct 2013 and Rule 6 of the Investor Education and Protection Fund Authority (AccountingAudit Transfer and Refund) Rules 2016 shares related to the dividend which would betransferred to Investor Education and Protection Fund as stated above on which dividendfor next seven years remained unclaimed / unpaid would also become due for transfer tothe IEPF on the said date.
The Company Secretary is nominated as the Nodal Officer for issuesrelating to the Investor Education and Protection Fund. The Nodal Officer may be contactedat email@example.com
Details of un-claimed dividend are available on the Company's websiteat https://www.rotopumps.com/ under investors section.
Year in retrospect
Your Company has achieved an Income from Operations of Rs 11572.15lakhs against previous year's Rs 12166.64 lakhs. Domestic sales were Rs 3565.60 lakhs ascompared to Rs 4438.18 lakhs having ad decline of 15.15%. Export sales were Rs 7806.54lakhs as compared to Rs 7728.46 lakhs having a nominal increase of 1.01% over last year.Export sales include Rs 5012.67 lakhs sales from Marketing Outlets in United Kingdom andAustralia. Revenue from exports constitutes 67.46% of the total revenue from operations.The lower income from Operations has been mainly due to the difficult conditions emergedon account of COVID19 pandemic. Despite lower income from operation your Company hasregistered a profit after tax of Rs 1952.24 lakhs against Rs 1284.32 lakhs during theprevious financial year which is higher by 52.01%.
Your Company had envisaged a CAGR of 20% over a medium term. Havingsustained through the last financial year which was severely impacted by COVID19pandemic we are quite optimistic for registering high growth going forward in the mediumterm. Your Company due to its wide spread operation globally has seen the effect ofCOVID19 to be minimised and is better placed to sustain such challenging circumstances infuture. Your Company has embarked upon to pursue two new businesses. One is Downhole pumpsfor artificial lift and Mud Motors for drilling of wells in Oil & Gas industry. Thiswould involve a capital outlay of Rs 40.00 Crore. Another business is Solar pumpingsystems which is to be undertaken in a wholly owned subsidiary company. This wouldinvolve a capital outlay of Rs 11.00 Crore. A wholly owned subsidiary in the name of RotoEnergy Systems Ltd has been incorporated and an initial capital of Rs 55.00 lakhs has alsobeen contributed. Preliminary work for these new products has been commenced. Your Companywould also redevelop its existing Noida Unit to produce small to medium sizes componts ofpumps and in-house surface treatment facility which is being outsourced at present.
During the current financial year your Company would continue to focuson operational efficiency and prudent expense and inventory management leading to higherprofitability and increased cash flow. Implementation of SAP software which was delayeddue to COVID19 is a major step towards these initiatives. Besides this timely completionand commencement of new businesses as stated above are also focus areas for your Company.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company and itssubsidiaries have been prepared in accordance with Indian Accounting Standard 110 notifiedby the Ministry of Corporate Affairs Government of India and form part of the AnnualReport.
The annual accounts of the subsidiaries and related information arekept at the Registered Office of the Company as also at the registered offices of therespective subsidiary companies and will be available to investors seeking information atany time.
Performance of the Subsidiary Companies
a. Roto Pumpen GmbH - a wholly owned subsidiary in Germanycommenced its business during the year of sales and marketing of the Company's products inGerman region to service the customers more effectively. During the year the subsidiaryhas achieved a sales turnover of EURO 821378 and incurred a loss of Euro 25601.
b. Roto Pumps Americas Inc. - a wholly owned subsidiary in USAwhich has an operating wholly owned subsidiary in the name and style of Roto Pumps NorthAmerica Inc. to carry on sales and marketing of Company's products in American region.During the year the operating subsidiary has achieved a sales turnover of USD 1603760and earned a profit of USD 157833.
c. Roto Overseas Pte Ltd - a wholly owned subsidiary inSingapore which has operating subsidiaries per below-
i. Roto Pumps (Africa) Pty Ltd South Africa a company engaged in thebusiness of sales and marketing of pumps and parts of pumps in the African Region. RotoOverseas Pte Ltd holds almost 100% shares in the subsidiary. During the year thesubsidiary achieved a sales turnover of Rand 13332628 and profit after tax of Rand1188177.
ii. Roto Pumps (Malaysia) Sdn. Bhd. Malaysia commenced its businessduring the year of sales and marketing of the Company's products in Malaysia Indonesiaand Singapore. During the period ended 31st March 2021 the subsidiary has achieved salesturnover of RM 1794130 and incurred a loss of RM 203313.
d. Roto Energy Systems Ltd - a wholly owned subsidiary in Indiais incorporated during the year to carry on business of solar pumping systems. TheSubsidiary has yet not commenced its business activities.
A statement containing the salient features of financial statements ofthe subsidiary companies in the prescribed Form AOC-1 is annexed as per Annexure-A.
Particulars of Loans Guarantees or Investments
During the year under review your Company has further acquired150000 shares of Euro 1/- each in Roto Pumpen GmbH a wholly owned subsidiaries companyin Germany
Your company has not given any loan or provided any guarantees duringthe year under review.
Your Company has neither accepted nor renewed any deposits during thefinancial year under review.
Related Party Transactions
All Related Party Transactions that were entered into by the Companyduring the year under review were on an arm's length basis and in the ordinary course ofbusiness and were in compliance with the applicable provisions of the Companies Act 2013('the Act') and Securities and Exchange Board of India ( Listing Obligations andDisclosure Requirements) Regulations 2015. There were no materially significant RelatedParty Transactions made by your Company during the year that would have requiredShareholder approval under Regulation 23 of securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.
Prior omnibus approval of the Audit Committee has been obtained for thetransactions which are repetitive in nature. A statement of all Related Party Transactionsis placed before the Audit Committee for its review on a quarterly basis specifying thenature value and terms and conditions of the transactions and other relevant details asare required in terms of the Companies Act 2013 and Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. Details of thetransactions with Related Parties are provided at Note no. 40 of the accompanyingstandalone financial statements.
Your Company has formulated a risk management policy to put in place aprocedure to inform the Board about the risk assessment and minimization procedure.
Internal Control System and its adequacy
Your Company has an adequate internal control system commensurate withthe size of the Company and nature of its business.
Further in terms of provisions of Section 138 of the Companies Act2013 and the rules made thereunder your Company has appointed M/s. Kapoor Tandon &Co. Chartered Accountants as its Internal Auditor to conduct the internal audit of thefunctions and activities and review of internal controls system in the Company. Based onthe report of internal audit function the Board undertakes corrective action in theirrespective areas and thereby strengthens the controls.
Directors and Key Managerial Personnel
There was no change in any Directorship during the year.
Pursuant to the provisions of the Companies Act 2013 read with theArticles of Association of the Company Mr. Arvind Veer Gupta Director (DIN: 00334233)retires from the Board by rotation and is eligible for re-appointment.
Term of Office of Mr. Harish Chandra Gupta Chairman & ManagingDirector Mr. Anurag Gupta Jt. Managing Director and Mr. Arvind Veer Gupta Dy. ManagingDirector would expire on 31st March 2022. The Board of Directors of the Company at itsmeeting held on 13th August 2021 has re-appointed them subject to your approval for afurther period of three years w. e. f. 1st April 2022.
Annual Evaluation of Board Performance and Performance of itsCommittees and of Directors:
Pursuant to the provisions of the Companies Act 2013 and Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Board has carried out an annual evaluation of its own performance performanceof the Directors as well as the evaluation of the working of its Committees. TheNomination and Remuneration Committee has laid down the evaluation criteria procedure andtime schedule for the Performance Evaluation process for the Board its Committees andDirectors.
Independent Directors and their meetings
The Independent directors were provided an insight about their rolesduties rights and responsibilities. They were given a fair idea and knowledge about theworking strategy and the organizational structure of the Company so that they could adaptto the company culture and contribute through active participation and interaction in abetter manner.
The Nomination and Remuneration Policy adopted by your Company dealswith the criteria for selection and determining the Independence of Directors and also theRemuneration policy for directors Key Managerial Personnel (KMP) and other employees. TheRemuneration policy is available at the website of the Company athttp://www./investors/policies.html.
Your Company's Independent Directors meet at least once in a financialyear without the presence of Executive Directors or Management Personnel. Such meetingsare conducted to enable the Independent Directors to discuss matters pertaining to theCompany's Affairs and put forth their views. During the year under review one meeting ofthe Independent Directors was held on 31st March 2021 where all the independent directorswere present.
Board Committees and their meetings
Details of the composition of the Board and its Committees and of theMeetings held and attendance of the Directors at such Meetings are provided in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013 the Rules made thereunder and Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
Directors' Responsibility Statement
In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the Board hereby submits its responsibility Statement:
(a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures if any;
(b) The directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of your Company at the end of thefinancial year and of the profit of your Company for the financial year;
(c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of your Company and for preventingdetecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concernbasis
(e) The directors had laid down internal financial controls to befollowed by your Company and that such internal financial controls were adequate and wereoperating effectively; and.
(f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
Corporate Social Responsibility
Your Company has formulated its Corporate Social Responsibility (CSR)Policy to undertake the CSR activities as specified in the Schedule VII to the CompaniesAct 2013. CSR Policy is available at http://www.rotopumps.com/investors/policies.html.The Annual Report of CSR activity for the financial year 2020-21 is annexed at Annexure-B.
Policy on prevention prohibition and redressal of sexual harassment atWorkplace
Your Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment at theWorkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules there under. The Policyaims to provide protection to employees at the workplace and prevent and redress anycomplaint(s) of sexual harassment and for matters connected or incidental thereto withthe objective of providing a safe working environment where employees feel secure. YourCompany has complied with the provisions of the Act relating to the constitution ofInternal Complaints Committee. Your Company has not received any complaint of sexualharassment during the year under review.
Vigil Mechanism / Whistle Blower Policy
Your Company has adopted a Whistle Blower Policy to provide a formalmechanism to the Directors and employees to report their concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orethics policy. The Policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee.
It is affirmed that no personnel of your Company has been denied accessto the Audit Committee. The policy has been adopted in compliance with the requirements ofSEBI and Section 177(9) of the Companies Act 2013 and the Rules there under including anyamendment(s) thereto.
Material changes and commitment if any affecting the financialposition of the Company occurred between the end of the financial year to which thesefinancial statements relate and the date of the report.
No material changes and commitments affecting the financial position ofyour Company have occurred between the end of the financial year to which these financialstatements relate and on the date of this report except new businesses to be undertaken bythe Company as mentioned in the report hereinbefore.
Your Company has complied with the requirements of the mandatorysecretarial standards issued by the Institute of Company Secretaries of India.
Significant and Material Orders passed by the Courts or Regulators
No significant and material orders have been passed by the Regulatorsor Courts or Tribunals which would impact the going concern status of your Company and itsfuture operations.
a. Statutory Auditors
M/s. R. N. Marwah & Co. LLP Chartered Accountants New Delhi (FirmRegistration no. 001211N/N500019) were appointed as the Statutory Auditors of the Companyfor a period of five years by the members of the Company at their Annual General Meetingheld on 29th September 2017 subject to ratification at every intervening Annual GeneralMeeting under section 139 of the Companies Act 2013. Such requirement of ratification ofappointment of Statutory Auditors at every intervening Annual General Meeting has sincebeen dispensed with by the Companies (Amendment) Act 2017; accordingly no suchratification is required.
The observations of the Auditors in their report read with the notes toaccounts are self-explanatory and do not call for any further action or information.
b. Branch Auditors
The term of the Branch Auditors of the Warehouse and Marketing Officesof the Company in Australia and U.K. M/s Eric Townsend & Co. Chartered AccountantsAustralia and M/s Layton Lee Chartered Accountants U.K. respectively will expire atthe conclusion of the ensuing Annual General Meeting. Board of Directors of your Companyis seeking authority to appoint Branch Auditors for the financial year 2021-22.
c. Cost Auditor
In terms of the provisions of Section 148(1) of the Companies Act2013 the Company has maintained cost accounts and records in respect of the applicableproducts for the year ended 31st March 2021.
Pursuant to the provisions of Section 148 of the Companies Act 2013read with the Companies (Cost Records and Audit) Rules 2014 the Board on therecommendation of the Audit Committee at its meeting held on 13th August 2021 hasapproved the appointment of M/s. Chandra Wadhwa & Co. Cost Accountant New Delhi(Firm Registration No 00239) as the Cost Auditors for the Company for the financial yearending 31st March 2022. They are the Cost Auditor of the Company for the financial year2020-21. Ratification of remuneration of the Cost Auditor for the financial year 2021-22by the shareholders of the Company is being sought at the ensuing Annual General Meeting.
The Report of the Cost Auditor for the financial year ended 31st March2021 shall be filed with the Ministry of Corporate Affairs within the prescribed period.
d. Secretarial Auditors
M/s Dayal & Maur Company Secretaries New Delhi have beenappointed as the Secretarial Auditors to carry out the secretarial audit for the yearunder review. The Secretarial Audit Report for the financial year ended 31st March 2021is annexed at Annexure- C.
There is no qualification or observation in the report of theSecretarial Auditors.
Conservation of energy Technology absorption Foreign Exchangeearnings and outgo
The information pertaining to conservation of energy technologyabsorption Foreign exchange Earnings and outgo as required under Section 134(3) (m) ofthe Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isfurnished at Annexure -D. Declaration of Independent Directors
The Independent Directors have submitted their disclosures to the Boardthat they fulfill the requirements as stipulated in Section 149(6) of the Companies Act2013 so as to qualify themselves to be appointed as Independent Directors under theprovisions of the Companies Act 2013 and the relevant rules made thereunder.
Your Company's definition of 'Independence' of Directors is derivedfrom Regulation 16(1) (b) of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 and Section 149(6) of the Companies Act2013. Based on the confirmation / disclosures received from the Directors and onevaluation of the relationships disclosed the following Non-Executive Directors areIndependent in terms of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and Section 149(6) of the Companies Act 2013.
a) Dr. Ramesh Chandra Vaish
Dr. Ramesh Chandra Vaish aged about 80 years holds a degree in M.A.M.Com LLB Ph.D. in Economics from University of Florida USA and is a Fellow Member ofthe Institute of Chartered Accountants of India. Dr. Vaish is an eminent practicingChartered Accountant having over 48 years of rich and varied experience withspecialization in International taxation and finance tax planning and off-shoreinvestment. Dr. Vaish has an outstanding academic record and after teaching at Universityof Florida USA has worked with Coopers and Lybrand in New York Singapore London andNew Delhi. Dr. Vaish has been a Senior Counsel Tax and Business Advisory Services atPrice Waterhouse Coopers New Delhi besides being a member of the Company Law AdvisoryCommittee Regional Tax Advisory Committee and various fiscal committees of FICCI andASSOCHAM.
b) Mr. Anand Bordia
Mr. Anand Bordia aged 77 years is a retired IRS Officer holds degreein M.A. Mr. Bordia has 40 years of professional experience most of which have been at asenior level in the Government of India and International Organizations. Mr. Bordia hasworked in Ministry of Finance and Ministry of Social Justice & Empowerment in theGovernment of India. Mr. Bordia has been Member Finance in National Highway Authority ofIndia. Mr. Bordia has also worked in Indian Customs and Central Excise Department and heldvarious field positions such as Commissioner of Customs and Director Audit. Mr. Bordia hasalso worked in the Secretariat of Custom Cooperation Council Brussels.
c) Mr. Basant Seth
Mr. Seth aged 69 years is a Science graduate from Banaras HinduUniversity a qualified Chartered Accountant and also has Post Graduate Diploma in BankManagement from National Institute of Bank Management Pune. Mr. Seth has retired asCentral Information Commissioner after successfully completing his tenure of five years.Before joining the Central Information Commission he was a banker. He has served Bank ofIndia for a very long period and later SIDBI. He has also served the Syndicate Bank as itsChairman and Managing Director.
Mr. Seth has extensive Board level experience having served as Bank ofIndia's nominee on the Board of Indo-Zambian Bank Zambia and Commonwealth FinanceCorporation Ltd Hong Kong besides holding the post of Whole Time Director in SIDBI and CMDof Syndicate Bank. He has long experience and expertise in Bank Management CorporateGovernance Financial & Administrative matters.
d) Mr. Akhil Joshi
Mr. Akhil Joshi aged 62 years superannuated as Director (Power) fromBharat Heavy Electrical Limited (BHEL). He is a Mechanical Engineer and earned his degreeof Mechanical Engineering from Delhi College of Engineering in 1979.
Mr. Akhil Joshi has almost four decades of rich experience in PowerSector International Operations Division and Corporate Technology Management. During histenure at the International Operations Division he played a key role in the strategicgrowth of the company's overseas business in highly competitive markets such as the MiddleEast South East Asia the CIS region the Mediterranean and Europe. He successfullypioneered BHEL's maiden entry into a range of overseas markets including among othersIraq Vietnam Belarus Bangladesh Cyprus and Egypt. He played a pivotal role innegotiating and securing key EPC contracts for power projects in Iraq under theOil-for-Food program and securing approvals from the Sanctions Committee of the UnitedNations.
Particulars of Employees and related disclosures
The disclosures pertaining to remuneration and other details asrequired under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is furnished at Annexure-E.
In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules isfurnished at Annexure-F.
Listing of Shares
The Equity Shares of your Company are listed at the BSE Ltd PhirozeJeejeebhoy Towers Dalal Street Mumbai - 400001. The annual listing fee for the year2021-22 has been fully paid.
Pursuant to the provisions of Section 92(3) of the Companies Act 2013as amended by the Companies (Amendment) Act 2017 a copy of the Annual Return has beenplaced on the website of the Company and can be accessed through the web-link:http://www.rotopumps.com/investors.html under the head Annual Returns.
The Management Discussion and Analysis and the Report on CorporateGovernance as required under Regulation 34 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 read with Schedule Vthereof forms part of the Annual Report.
Your Directors place on record their sincere thanks to the BankersBusiness Associates Consultants and various Government Authorities for their continuedsupport extended to your Company's activities during the year under review. Your Directorsalso acknowledge gratefully the shareholders for their valuable support and confidencereposed in the Company.
| ||For and on behalf of the Board of Directors |
| ||Harish Chandra Gupta |
|Place: Delhi ||Chairman& Managing Director |
|Dated: 13.08.2021 ||DIN:00334405 |