Your Directors are pleased to present to the valued stakeholders the 29thAnnualReport of Roxy Exports Limited along with the Audited Financial Statements of theCompany for the Year ended March 31 2018.
FINANCIAL HIGHLIGHTS- AT A GLANCE
Overall Performance of your Company
The Financial Year 2017-18 had been fortunate for the Company as your Companyhas shown a tremendous performance during the year under review. The net Profits of yourCompany had gone up from 33465.82 (2016-17) to 137072 (2017-18).
The financial summary performance highlights operations/state of affair of yourCompany for the year are summarized below:
Amount (In INR)
|PARTICULARS || |
| ||2017-18 ||2016-17 |
|Income from Business Operations ||3501953 ||13326930 |
|Other Income ||175676 ||1044924 |
|Total Income ||3677629 ||14371854 |
|Less: Expenditure except Depreciation ||3495223 ||14318105 |
|Profit/Loss before Depreciation and Tax ||182406 ||53748 |
|Less: Depreciation ||14296 ||14296 |
|Profit/Loss before Tax ||168110 ||39453 |
|Less: Tax Expense ||33000 ||8000 |
|Add: Deferred Tax Asset ||1962 ||2013 |
|Net Profit/Loss after Tax ||137072 ||33466 |
|Earnings per share: || || |
|Basic ||0.04 ||0.01 |
|Diluted ||0.04 ||0.01 |
With a view of augmenting financial resources for generating stable growth in futurethe Board of Directors of the Company have decided to carry forward entire profit andhence do not propose to recommend any dividend for the financial year on equity shares.
The Board proposes an amount of Rs. 137072 to be retained as Surplus.
During the year under review the Company has not accepted any deposits in terms of section73 of the Companies Act 2013 to be read with the Companies (Acceptance ofDeposits) Rule 2014 as amended from time
to time and also no amount was outstanding on account of principal or interestthereon as on the date of the Balance Sheet.
SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY
The Company is not having any Subsidiary Company/ Joint Venture/ Associate Companyduring the financial year 2017-18. Form AOC-1 is attached herewith as Annexure-B.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section of this Annual Report.
CHANGE IN NATURE OF BUSINESS
During the year under review there was no change in nature of business of the Company.
CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR
During the year under review no change has taken place in the composition of Board ofDirectors.
Further Mr. Rohit Mittal shall retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFCOMPANIES ACT 2013
All Independent Directors have given declarations under section 149(7) that they meetthe criteria of Independence as laid down under section 149(6) of the Companies Act 2013and Rules made there under to be read with SEBI (Listing Obligation & DisclosureRequirement) Regulations 2015.
DISCLOSURE OF CHANGE IN ACCOUNTING TREATMENT IN FINANCIAL STATEMENTS
During the period under review the company has adopted Indian Accounting Standards.
EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return under sub section 3 of Section 92of the Companies Act 2013 in Form MGT-9 is annexed herewith as "AnnexureA".
NUMBER OF MEETINGS OF THE BOARD
During the year under review 5 Board Meetings 4 Audit Committee Meetings 1Nomination & Remuneration Committee Meeting 4 Stakeholders' Relationship CommitteeMeetings and Internal Complaint Committee Meeting were convened and held. All theMeetings including Committee Meetings were duly held and convened and the intervening gapbetween two consecutive meetings was within the period prescribed under the Companies Act2013 to be read with the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015.
The Audit Committee of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 18 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015.The Composition of AuditCommittee is given in the Corporate Governance Report which forms the integral part ofthis Annual Report.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Company is constituted in line withthe provisions of section 178 of the Companies Act 2013 to be read with Regulation 19 ofthe SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.TheComposition of the Committee is given in the Corporate Governance Report which forms theintegral part of this Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee of the Company is constituted in line with theprovisions of section 178 of the Companies Act 2013 to be read with Regulation 20 of theSEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.The Composition ofthe Committee is given in the Corporate Governance Report which forms the integral part ofthis Annual Report.
BOARD ANNUAL EVALUATION
The provisions of section 134(3)(p) of the Companies Act 2013 read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 mandate that a Formal AnnualEvaluation is to be made by Board of its own performance and that of its Committee andindividual Directors. Schedule IV of the Companies Act 2013 states that performanceevaluation of the Independent Directors shall be done by Directors excluding the Directorbeing evaluated. The Board carried out a formal annual performance evaluation as per thecriteria/framework laid down by the Nomination & Remuneration Committee of the Companyand adopted by the Board. The evaluation was carried out through a structured evaluationprocess to judge the performance of individual Directors including the Chairman of theBoard. They were evaluated on parameters such as their education knowledge experienceexpertise skills behavior leadership qualities level of engagement & contributionindependence of judgment decision making ability for safeguarding the interest of theCompany stakeholders and its shareholders.
The performance evaluation of the Independent Directors was carried out by the entireBoard except the participation of concerned Independent Director whose evaluation was tobe done. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The Board was satisfied with the evaluationprocess and approved the evaluation results thereof.
REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board on the recommendation of Nomination & Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management Personnel andfixation of their remuneration thereof. The Policy contains inter-alia directors'appointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director etc.
Pursuant to the provisions of Regulation 25(7) of Listing Regulations 2015 the Boardhas framed a policy to familiarize Independent Directors about the Company.
STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION RESERVATION ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR
The members at the Annual General Meeting held on September 30 2014 appointed M/sAnup Kumar Jain & Co. Chartered Accountants (Registration No. 033478N) asStatutory Auditors of the Company for a period of five years to hold office till theconclusion of 30th Annual General Meeting of the Company. M/s Anup KumarJain & Co. Chartered Accountants (Registration No. 033478N) conducted the auditfor Financial Year (2017-18).
The observations of the auditors are explained wherever necessary in appropriate notesto the accounts.
B. SECRETARIAL AUDITOR
Pursuant to provision of section 204 of the Companies act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 the Companyhas appointed M/s Jain P & Associates Company Secretaries to undertakeSecretarial Audit of the Company.
The Secretarial Audit was conducted by Ms. Preeti Jain Practicing Company Secretaryand the report thereon is annexed herewith as "Annexure- D".
Qualification(s) and Directors' comments on the report of Secretarial Auditor:
No adverse observation(s) have been recorded by the Secretarial Auditor for the yearunder review in its report.
The Company has appointed a qualified individual as Internal Auditor to carry out theInternal Audit Functions. The Internal Auditor submits a "Quarterly Report" tothe Audit Committee.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR
There were no instances of fraud those have been observed by the Statutory Auditorduring audit of the financial statements for the financial year 2017-18 which arerequired to be disclosed by the Company in its Board Report under Section 143 (12) of theCompanies Act 2013.
PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the Standalone financial statements (Pleaserefer to Note 3.2 to the Balance Sheet for the financial year 20172018)
All investments made during the year were within the stipulated limits of law.
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPAIES ACT 2013
All contracts/arrangements/transactions entered into during the financial year with therelated parties were on arm's length basis and were in the ordinary course of business.The details of which can be seen in the notes to financial statements. Form AOC-2 is alsoattached herewith as Annexure C.
MATERIAL CHANGES AND COMMITMENTS IF ANY
There are no material changes or commitments noticed by the Board between the end offinancial year of the Company as on 31st March 2018 and the date of thisReport.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
To the best of the Management's knowledge no significant and material order(s) werepassed by any regulator(s) or courts or tribunals which could impact the going concernstatus and company's operation in future.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUT-GO
The requisite information with regard to conservation of energy technology absorptionand foreign exchange earnings and outgo in terms of the Section 134(3)(m) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 is given below:
| ||Conservation of energy || |
|1. ||the steps taken or impact on conservation of energy ||The Company takes efforts to reduce its usage of energy and increase its production capacity. |
|2. ||the steps taken by the company for utilizing alternate sources of energy ||The Company hasn't taken any step towards tapping the alternate sources of energy however the management is in talks to employ other sources of energy too. |
|3. ||the capital investment on energy conservation equipments ||The Company hasn't made any investment as such on energy conservation equipments however the prospects of such investment are likely in the near future. |
| ||Technology absorption || |
|1. ||the efforts made towards technology absorption ||The Company takes efforts towards technology absorption |
|2. ||the benefits derived like product improvement cost reduction product development or import substitution ||NA |
|3. ||in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) ||NA |
|4. ||the details of technology imported ||NA |
|5. ||the year of import ||NA |
|6. ||whether the technology been fully absorbed ||NA |
|7. ||if not fully absorbed areas where absorption has not taken place and the reasons thereof; and ||NA |
|8. ||the expenditure incurred on Research and Development ||NA |
| ||Foreign exchange earnings and Outgo || |
|1. ||The Foreign Exchange earned in terms of actual inflows during the year ||Nil |
|2. ||The Foreign Exchange outgo during the year in terms of actual outflows ||Nil |
The provisions of SEBI Regulations for formation of Risk Management Committee are notapplicable to the Company. However as per section 134 (3) (n) of Companies Act 2013 theCompany regularly maintains a proper check in normal course of its business regarding riskmanagement. Currently the Company does not identify any element of risk which maythreaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company does not fall under the criteria of net worth turnover or profit forapplicability of Corporate Social Responsibility (CSR) provisions as per Section 135 ofthe Companies Act 2013 hence the same are not applicable to the Company for the periodunder review.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per Regulation 22 of the SEBI Regulations 2015 in order to ensure that theactivities of the Company & its employees are conducted in a fair & transparentmanner by adoption of highest standards of professionalism honesty integrity and ethicalbehavior the Company has adopted a vigil mechanism policy. This policy is explained in"Corporate Governance Report" and is also posted on website of the Company.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of "The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013" and rules made there under yourCompany has constituted Internal Complaints Committee (ICC) at its workplaces. During theyear no complaints were filed with the Company.
CORPORATE GOVERNANCE REPORT
As per Reg. 34 of SEBI Regulation 2015 to be read with Part A of Schedule V of thesaid regulations a separate section on corporate governance practices followed by theCompany together with the certificate from the Company's Statutory Auditors confirmingcompliance forms an integral part of this Report.
The relationship with employees continues to be harmonious. The Company alwaysconsiders its human resource as its most valuable asset. Imparting adequate andspecialized training to its employees is ongoing exercise in the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a robust and comprehensive Internal Financial Control systemcommensurate with the size scale and complexity of its operation. The system encompassesthe major processes to ensure reliability of financial reporting compliance withpolicies procedures laws and regulations safeguarding of assets and economical andefficient use of resources.
The Company has performed an evaluation and made an assessment of the adequacy and theeffectiveness of the Company's Internal Financial Control System. The Statutory Auditorsof the Company have also reviewed the Internal Financial Control system implemented by theCompany on the financial reporting and in their opinion the Company has in all materialrespects adequate Internal Financial Control System over Financial Reporting and suchControls over Financial Reporting were operating effectively as on 31st March2018 based on the internal control over financial reporting criteria established by theCompany.
The policies and procedures adopted by the Company ensures the orderly and efficientconduct of its business and adherence to the Company's policies prevention and detectionof frauds and errors accuracy & completeness of the records and the timelypreparation of reliable financial information.
The Internal auditors continuously monitor the efficacy of internal controls with theobjective of providing to the Audit Committee and the Board an independent objective andreasonable assurance on the adequacy and effectiveness of the organization's riskmanagement with regard to the internal control framework.
Audit committee meets regularly to review reports submitted by the Internal Auditors.The Audit Committee also met with the Company's Statutory Auditors to ascertain theirviews on the financial statements including the financial reporting system and complianceto accounting policies and procedures followed by the Company.
The shares of the Company are presently listed at BSE Limited and the Companyhas complied with all the listing agreement requirements.
All statutory dues has been paid by the Company.
Your Directors hereby place on record their appreciation for the services rendered byexecutives staff and other workers of the Company for their hard work dedication andcommitment. During the year under review relations between the Employees and theManagement continued to remain cordial.
CODE OF CONDUCT
The Board of Directors has laid down the code of conduct for all Board Members andmembers of the Senior Management of the Company. Additionally all Independent Directorsof the Company shall be bound by duties of Independent Directors as set out in CompaniesAct 2013 to be read with SEBI Listing Regulations 2015.
All Board Members Key Managerial Personnel and Senior Management Personnel haveaffirmed compliance with the Code of Conduct.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:
The Company has 4 Executive Directors and remuneration paid to them if any isdisclosed in MGT-9.
The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:
|a) Employed throughout the year ||Nil |
|b) Employed for part of the year ||Nil |
The remuneration paid to all Key Managerial Personnel was in accordance with theremuneration policy as adopted by the Company.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act 2013 the Directors would like tostate as follows:
(a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments & estimates that are reasonable and prudent so as to give a true& fair view of the state of affairs of the Company at the end of the financial yearand of the profit & loss of the Company for that period ;
(c) The Directors had taken proper & sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this act for safeguardingthe assets of the Company and for preventing & detecting fraud & otherirregularities;
(d) The Directors had prepared the Annual Accounts on a going concern basis;
(e) The Directors had laid down Internal Financial Controls to be followed by theCompany and such controls are adequate and are operating effectively;
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Directors would like to express their sincere appreciation for assistance andco-operation received from the various stake holders including Financial InstitutionsBanks Governmental authorities and other business associates who have extended theirvaluable support and encouragement during the year under review.
Your Directors take the opportunity to place on record their deep appreciation of thecommitted services rendered by the employees at all levels of the Company who havecontributed significantly towards Company's performance and for enhancing its inherentstrength. Your Directors also acknowledge with gratitude the encouragement and supportextended by our valued stakeholders.
By Order of the Board of Directors For Roxy Exports Limited
|Date: 10.08.2018 ||Sd/- ||Sd/- |
|Place: Ludhiana ||Subhash Chander Mittal ||Amit Mittal |
| ||Managing Director ||Whole Time Director |
| ||DIN: 02739014 ||DIN: 01691317 |