The Members of
Royal Cushion Vinyl Products Limited
Your Directors have pleasure in presenting the 37th Annual Report together with AuditedFinancial Statements of the Company for the financial year ended 31st March 2021.
1. FINANCIAL RESULTS
(Rs In Lakhs)
|Particulars ||Current year ended 31.03.2021 ||Previous year ended 31.03.2020 |
|Revenue from operations (Net) ||6096.64 ||6248.66 |
|Other Income ||1295.80 ||1012.95 |
|Net Income ||7392.44 ||7261.61 |
|Total Expenditure ||6671.95 ||7372.95 |
|Profit / (loss) before interest and depreciation ||720.49 ||(111.34) |
|Finance Cost ||352.32 ||384.66 |
|Depreciation ||168.02 ||192.16 |
|Profit/(Loss) before Exceptional item ||200.15 ||(688.16) |
|Exceptional item ||(6.70) ||26.84 |
|Profit/(Loss) for the year ||193.46 ||(661.32) |
2. PERFORMANCE OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
The Company has achieved Net Revenue from operations of 6096.64 Lakhs as against6248.66 Lakhs in the previous year. Net Profit of 193.46 Lakhs as compared to previousyear's Net Loss of 661.32 Lakhs in the previous year. Other income includes 335.56 Lakhsreceived as grant for State Goods & Service Tax and 896.38 lacs for profit on sales ofFixed assets.
3. FINANCIAL STATEMENTS
The financial statements are prepared in accordance with the Indian AccountingStandards (Ind-AS) as prescribed under Section 133 of the Companies Act 2013 read withRule 3 of the Companies (Indian Accounting Standards) Rules 2015 and Companies (IndianAccounting Standards) Amendment Rules 2016.
4. COVID 19 PANDEMIC
During the financial year 2020-21 the covid-19 continued as a global pandemicresulting in many governments declaring lockdowns forcing citizens to stay indoors anddisruption of economic activities globally.
Covid -19 has made drastic impact throughout the world and has also affected badly tothe Company. Due to the Pandemic and the subsequent complete and partial lockdowns thebusiness of the Company has been affected. The Company has managed to cope with thesituation despite the challenges however the impact assessment of COVID- 19 is acontinuous process given the uncertainties associated with its nature and duration.
5. TRANSFER TO RESERVES
The Company does not propose to transfer any amount to the general reserve out of theamount available for appropriation.
The Board of Directors is unable to declare any dividend for the year 2020-2021.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under Listing Agreement and LODRRegulations is disclosed separately in the current Annual Report.
8. FIXED DEPOSITS
During the year under review your Company has not accepted any deposits within themeaning of provisions of Chapter V Acceptance of Deposits by Companies of the CompaniesAct 2013 read with the Companies (Acceptance of Deposits) Rules 2014 as amended fromtime to time.
9. CORPORATE SOCIAL RESPONSIBILITY
The Companies Act 2013 mandates that every Company who meet certain eligibilitycriteria needs to spend at least 2% of its average net profit for the immediatelypreceding three financial years on Corporate Social Responsibility activities. In view oflosses no amount is required to be spent by the Company.
10. ENERGY TECHNOLOGY & FOREIGN EXCHANGE
Details on conservation of energy technology absorption foreign exchange earnings andoutgo is given in the Annexure "A" to this report.
11. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013
Details of Loans Guarantees and Investments under Section 186 of the Companies Act2015 forms part of notes to financial statements provided in this Annual Report.
12. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of Company's business. The Board hasapproved a policy for related party transactions which has been uploaded on the website ofthe Company www.rcvp.in. All the related party transactions are placed before the AuditCommittee as well as the Board for approval on a quarterly basis. Omnibus approval wasalso obtained from the Audit Committee and the Board on an annual basis for repetitivetransactions. Resolution of the shareholders is also obtained wherever necessary in thisregard. Related party transactions are disclosed in the notes to the financial statements.Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of theAct and Rule 8(2) of the Companies (Accounts) Rules 2014 is furnished as Annexure
"B" to this report.
13. 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 a statement showingthe names and other particulars of the employees drawing remuneration and other details asset out in the said rules are provided as an Annexure C in this annual report. The Companyhad no employee drawing remuneration in excess of the amount as mentioned under Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
However having regard to the provisions of the first proviso to Section 136(1) of theAct and as advised the Annual Report excluding the aforesaid information underExplanation (2) to the above Rule is being sent to the members of the Company. The saidinformation is available for inspection at the registered office of the Company duringworking hours excluding Saturdays and any member interested in obtaining such informationmay write to the Company Secretary and the same will be furnished on request. The fullAnnual Report including the aforesaid information is available on the Company's website.www.rcvp.in.
14. BOARD OF DIRECTORS
Mr. Jayesh Motasha retires as director by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
The Board of Directors comprises of one Executive Director and Three Non-ExecutiveDirectors. Mr. Mahesh. K. Shah Chairman and Managing Director of the Company Mr. JayeshMotasha Non Executive Directors and Mrs. Avani Jolly Pandit and Mrs. Harsha Mukesh ShahIndependent Directors. All Independent Directors have given declarations to the effectthat they meet the criteria of independence as laid down under Section 149(6) of theCompanies Act 2013 read with Regulation 16 of SEBI (Listing obligations and DisclosuresRequirements) Regulations 2015 and there has been no change in the circumstances whichmay affect their status as independent directors during the year. None of the directors ofthe Company are debarred from holding the office of Director by virtue of any SEBI orderor order by any other competent authority. In the opinion of the Board the independentdirectors possess appropriate balance of skills experience and knowledge as required. Abrief note on Director retiring by rotation and eligible for re-appointment is furnishedin the Notice of Annual General Meeting.
15. KEY MANAGERIAL PERSONNEL
The Company has Mr. Mahesh K. Shah Chairman & Managing Director. Mrs. NiveditaJuvatkar Company Secretary and Compliance Officer had resigned on 31/05/2021 and theCompany had appointed Mrs. Deepti Parekh as a Company Secretary and Compliance Officer on14/06/2021.
16. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:
I. That in the preparation of the Annual Accounts for the financial year ended 31stMarch 2021 the applicable accounting standards/practices had been followed along withproper explanation relating to material departures; if any
II. That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for that period;
III. That the Directors had taken proper and 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 and detecting fraud and other irregularities;
IV. The annual financial statements have been prepared on a going concern basis.
V. That the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
VI. That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
17. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
No material changes or commitments affecting the financial position of the Company haveoccurred between the end of the financial year to which financial statements in thisreport relate and the date of this report.
18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
There are no significant or material orders passed by any regulator tribunal or courtthat would impact the going concern status of the Company and its future operations.
19. ADOPTION OF INDIAN ACCOUNTING STANDARDS
The Company has complied with all the applicable Secretarial Standards.
20. DETAILS OF SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY
The Company has no subsidiaries/Joint venture/Associate Company incorporated or ceasedin the year 2020-21.
21. INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
22. STATUTORY AUDITORS
M/s. Bipin & Co Chartered Accountants Vadodara (Firm Registration no. 101509W)were appointed as Auditors of the Company for a term of 5 (five) consecutive years at theAnnual General Meeting (AGM) held on 26th September 2017 till the conclusion of 38th AGM.
The notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments.
The Auditor's Report does not contain any qualification reservation adverse remark ordisclaimer.
23. PREVENTION OF INSIDER TRADING
The Board at its meeting held on 12th August 2015 has adopted a revised Code ofPrevention of Insider Trading based on the SEBI (Prohibition of Insider Trading)Regulations 2015. The same has been placed on the website of the Company www.rcvp.in. Allthe Directors senior management employees and other employees who have access to theunpublished price sensitive information of the Company are governed by this code. Duringthe year under Report there has been due compliance with the said code of conduct forprevention of insider trading.
24. COST AUDITORS
In terms of the Companies (Cost Records and Audit) Rules 2014 read with the Companies(Cost Records and Audit) Amendment Rules 2014 the Company has maintained cost recordsfor financial year 2020-21 in respect of its polymer's products. In terms of the saidRules the requirement of cost audit is not applicable to the Company for the financialyear 2020-21 as the turnover of the Company from these services is below the thresholdlimit prescribed in the said Rules for cost audit.
25. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Board hasappointed Mrs. Padma Loya (Membership no. 25349 Certificate of Practice No. 14972)Practicing Company Secretaries of M/s. Loya and Shariff having Firm no.P2021TL085300 toconduct Secretarial Audit of the Company for the financial year 2020-2021.
The Annual Secretarial Compliance Report for the year ended 31st March 2021 underRegulation 24A issued by Mrs. Padma Loya Practicing Company Secretaries of M/s. Loya andShariff and submitted to BSE Limited.
The Secretarial Audit Report for the financial year 2020-21 is annexed herewith asAnnexure "D" which forms part of the Board's report.
26. LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing Fees for the year 2020-2021 toBSE Limited (BSE) where the Company's Shares are listed.
27. SHARE CAPITAL
During the financial year there was no change in the Share Capital of the Company.
28. EXTRACT OF THE ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Companies Act 2013 an extract of the AnnualReturn in Form No. MGT 9 is annexed herewith as Annexure "E".
29. REMUNERATION POLICY
The Board of Directors has on recommendations of the Nomination & RemunerationCommittee outlined policy for selection & appointment of Directors Key ManagerialPersonnel & Senior Management and also to decide their remuneration along with theperks. The Nomination & Remuneration Committee revises the remuneration from time totime depending upon the performance of the Company and the Individual Director's / KeyManagerial Personnel and other Senior Management Personnel.
The detailed policy is available on the website of the Company www.rcvp.in.
30. POLICY ON DIRECTOR'S APPOINTMENT REMUNERATION AND OTHER DETAILS
The Nomination and Remuneration Committee has laid down the criteria for Directors'appointment and remuneration including criteria for determining qualifications positiveattributes and independence of a Director. The following attributes/criteria for selectionhave been laid by the Board on the recommendation of the Committee:
I. the candidate should possess the positive attributes such as leadershipentrepreneurship industrialist business advisor or such other attributes which in theopinion of the Committee the candidate possess and are in the interest of the Company; II.the candidate should be free from any disqualifications as provided under Sections 164 and167 of the Companies Act 2013;
III. the candidate should meet the conditions of being independent as stipulated underthe Companies Act 2013 and SEBI (LODR) Regulations 2015 in case of appointment as anindependent director; and
IV. the candidate should possess appropriate educational qualification skillsexperience and knowledge in one or more fields of finance law management salesmarketing administration research corporate governance technical operationsinfrastructure medical social service professional teaching or such other areas ordisciplines which are relevant for the Company's business.
31. BOARD OF DIRECTORS MEETING
This information has been furnished under Report on Corporate Governance which isannexed.
32. COMMITTEES OF THE BOARD
The Board has following Committees formed:
I. Audit Committee
II. Nomination & Remuneration Committee III. Stakeholders Relationship Committee
The details of the composition of committees its roles and responsibility along withnumber of meetings held are given in the Report of Corporate Governance.
33. AUDIT COMMITTEE
The Audit Committee of the Board has been constituted as per the Listing Regulationsand Section 177 of the Companies Act 2013. Constitution meetings attendance and otherdetails of the Audit Committee are given in corporate governance which forms a part ofthis Report.
34. VIGIL MECHANISM
The Company has established a vigil mechanism for its Directors and Employees to reportgenuine concerns relating any violations legal or regulatory requirements or misconduct inthe Company through its Whistle Blower Policy. And to report concerns of unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct andethics policy incorrect or misrepresentation of any financial statements and reportsthereon.
The protected disclosures will be dealt by the Chairperson of the Audit Committee andthe Chairperson should address the same carry out the investigation and take needfulaction.
The policy on Whistle Blower as approved by the Board of Directors is uploaded oncompany's website i.e. www.rcvp.in.
35. RISK MANAGEMENT POLICY
The Company has laid down procedures to inform the members of the Board about the riskassessment and minimization procedures and the same is reviewed by the Board periodically.
36. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has adopted Policy on Prevention Prohibition and Redressal of SexualHarassment at the workplace to provide protection to employees at the workplace. TheCompany has not received any complaints of sexual harassment during the year.
37. CORPORATE GOVERNANCE
As per the requirements of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has complied with the requirements of Corporate Governancein all material aspects. A report on Corporate Governance (Annexure 1) together with acertificate of its compliance from the Auditors of the Company forms part of this report.
38. CODE OF CONDUCT
The Board has laid down a code of conduct for Board members and senior managementpersonnel of the Company. The code also incorporates the duties of independent directorsas laid down in the Companies Act 2013. The said code of conduct is posted on Company'swebsite www.rcvp.in The Board members and senior management personnel have affirmedcompliance with the said code of conduct. A declaration signed by the Managing Director isgiven in this Report.
39. PERFORMANCE EVALUATION OF BOARD AND INDEPENDENT DIRECTORS
The Nomination and Remuneration Committee lays down the criteria for performanceevaluation of independent directors Board of Directors and Committees of the Board. Thecriteria for performance evaluation is based on the various parameters like attendance andparticipation at meetings of the Board and Committees thereof contribution to strategicdecision making review of risk assessment and risk mitigation review of financialstatements business performance and contribution to the enhancement of brand image of theCompany.
The Board has carried out evaluation of its own performance as well as that of theCommittees of the Board and all the Directors.
40. SAFETY ENVIRONMENT AND HEALTH
The Company considers safety environment and health as the management responsibility.Regular employee training programs are carried out in the manufacturing facility on safetyand environment.
41. PROFICIENCY OF DIRECTORS
All the Independent Directors of the Company have registered their names in thedatabase maintained by Indian Institute of Corporate Affairs. Those of the IndependentDirectors who are not otherwise exempted shall appear for the common proficiency testconducted by the said institute within the prescribed time.
42. FAMILIARISATION PROGRAMME FOR DIRECTORS
A well informed familiarized Board member can contribute significantly to effectivelydischarge its role of trusteeship in a manner that fulfils stakeholders' aspirations andsocietal expectations. In pursuit of this the Directors are updated on a continuing basison changes / developments in the domestic / global corporate and industry scenarioincluding those pertaining to statutes / legislations and economic environment to enablethem to take well informed and timely decisions.
43. SECRETARIAL STANDARDS
The Company has complied with all the applicable Secretarial Standards.
The Directors wish to place on record their appreciation for the co-operation andsupport received from Financial Institutions Banks Customers and other Governmentagencies. Your Directors also place on record their appreciation for the servicesrendered by Employees during the critical period of the Company.
On Behalf of the Board of Directors
For Royal Cushion Vinyl Products Limited
Date: 03rd September 2021