The Members of
Royal Cushion Vinyl Products Limited
Your Directors have pleasure in presenting the 35th Annual Report togetherwith Audited Financial Statements of the Company for the financial year ended 31stMarch 2019.
1) Financial Results
(Rs In Lakhs)
|Particulars ||Current year ended ||Previous year Ended |
| ||31.03.2019 ||31.03.2018 |
|Revenue from operations (Net) ||7353.65 ||7330.55 |
|Other Income ||2221.03 ||837.54 |
|Less: Excise Duty ||0 ||161.90 |
|Net Income ||9574.68 ||8006.20 |
|Total Expenditure ||8501.49 ||8142.05 |
|Profit / (loss) before interest and depreciation ||1073.19 ||(135.86) |
|Finance Cost ||496.75 ||425.72 |
|Depreciation ||136.34 ||137.46 |
|Profit/(Loss) before Exceptional item ||440.10 ||(699.03) |
|Exceptional item ||7.93 ||51.36 |
|Profit/(Loss) for the year ||448.03 ||(647.67) |
2) Performance of operations and the state of Company's Affairs
The Company has achieved Net Revenue from operations of Rs.7353.65 Lakhs as againstRs.7330.55 Lakhs in the previous year. Net Profit of Rs.448.03 Lakhs as compared toprevious year's Net Loss of Rs.647.67 Lakhs. Other income includes Rs 2117.43 towardsunclaimed liabilities written-back.
The Board of Directors is unable to declare any dividend for the year 2018-2019.
4) Management Discussion and Analysis Report
Management Discussion and Analysis Report as required under Listing Agreement and LODRRegulations i s disclosed separately in the current Annual Report.
5) 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.
6) 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.
7) Energy Technology & Foreign Exchange
Details on conservation of energy technology absorption foreign exchange earnings andoutgo is given in the Annexure - 'A' to this report.
Employee relations remained harmonious and satisfactory during the year and your Boardwould like to place on record their sincere appreciation for sustained efforts and valuedcontribution made by all the employees of the Company.
9) Particulars of Loans Guarantees and Investments under section 186 of theCompanies Act 2013
Details of Loans Guarantees and Investments under Section 186 of the Companies Act2013 forms part of notes to financial statements provided in this Annual Report.
10) Related Party Transactions
All related party transactions that were entered during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
11) Disclosure under Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014
The information required pursuant to section 197 read with Rule 5(1) of the Companies(Appointment a nd Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company and Directo rs is attached as Annexure "B".
12) Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. There were no employees who were in receipt of remuneration forwhich details need to be disclosed.
13) Board of Directors
The Board of Directors comprises of one Executive Director and Three Non-ExecutiveDirectors. Mr. Mahesh. K. Shah Chairman and Managing Director of the Company who will bereappointed for a period of three years with effect from 1st April 2020subject to approval of the shareholders at the forthcoming Annual General Meeting. Mr.Jayesh Motasha was a Director and CFO and he resigned from the post of CFO on 14thMarch 2019 and continued as a Non -Executive Director of the Company.
Mr. Arvind Motasha Director of the Company has resigned from the Board on 16thFebruary 2019. Mr. Deepak Motasha Mr. Mukesh Motasha Mr. Vinod Shah and Ms. KavitaBachwani Directors of the Company have resigned from the Board on 14th March2019. The Board places on record their appreciation for the assistance and guidanceprovided to the Company. Mr. Urvish Shah was appointed on 14th March 2019 asChief Financial Officer of the Company and he resigned on 2nd July 2019. TheBoard places on record its appreciation for the services rendered by Mr. Urvish Shahduring his tenure with the Company.
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 Mrs. Avani Jolly Pandit and Mrs. Harsha Mukesh Shah IndependentDirectors both are appointed as an Additional Directors of the Company effective fromMarch 11th 2019. Pursuant to the provisions of section 149 and 152 of theCompanies Act 2013 Mrs. Pandit and Mrs. Shah holds office up to the date of theforthcoming Annual General Meeting (AGM) Subject to the approval of the members theirappointment will be continued for the period of five years from the date of appointmenti.e. 11.03.2019. Notices under Section 152 and 160(1) of the Act have been received fromMembers proposing their names for appointment as Director.
Brief Resume of Mrs. Avani Jolly Pandit and Mrs. Harsha Mukesh Shah nature of theirexpertise in functional areas and the name of the companies in which they hold theDirectorship and the Chairmanship/Membership of the Committees of the Board as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 the Companies Act 2013 and applicable Secretarial Standards aregiven as Annexure to the notice convening the Annual General Meeting.
All Independent Directors have given declarations to the effect that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 readwith Regulation 16 of SEBI (Listing obligations and Disclosures Requirements) Regulations2015. In the opinion of the Board Independent Directors fulfill the conditions specifiedin the Act Rules made there under and Listing Regulations.
The enabling resolutions for approval of their appointment are being placed in theNotice of the forthcoming Annual General Meeting for approval of shareholders.
14) Key Managerial Personnel
The Company has Mr. Mahesh K. Shah Chairman & Managing Director. Mr. Urvish Shahhas appointed as Chief Financial Officer (CFO) and Key Managerial Personnel on 14thMarch 2019 and resigned w.e.f 2nd July 2019. The Company has appointed Ms.Nivedita Juvatkar as a Company Secretary and Compliance Officer w.e.f 18thApril 2019 to comply with the provision of Section 203 of the Companies Act 2013.
15) 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:
a ) That in the preparation of the Annual Accounts for the financial year ended 31stMarch 2019 the applicable accounting standards/practices had been followed along withproper explanation relating to material departures; if any
b) 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;
c) 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;
d) The annual financial statements have been prepared on a going concern basis.
e) 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;
f) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
16) Material changes and commitments affecting the financial position of the Companywhich have occurred between 31st March 2019 and 23rd August 2019(date of the Report)
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (March 31st 2019) and the date ofthe Report (August 23rd 2019).
17) 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 were no significant and material changes and no orders have taken place thatcould have an impact on the financial position of the Company from the date of closure offinancial year under review till the date of signing of Accounts.
18) Corporate Governance Certificate
Your Company believes that Corporate Governance is the basis of stakeholdersatisfaction. The Company is committed to maintain the highest standards of CorporateGovernance and adhere to the Governance Requirements as set out by SEBI. Your Company hasobtained a certificate from M/s. Bipin & Co. Chartered Accountants StatutoryAuditors on compliance with Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 read with Schedule V of the listing Regulation. Thereport of Corporate Governance along with certificate from the auditors of the Companyregarding compliance of conditions of corporate governance is enclosed in this report.
19) Details of Subsidiaries/Joint venture/Associate Company
The Company has no subsidiaries/Joint venture/Associate Company incorporated or ceasedin the year 2018-19.
20) 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.
21) 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 held on 26th September 2017. They have confirmed thatthey are not disqualified from continuing as Auditors of the Company. The members arerequested to appoint the auditors and authorize the Board to fix their remuneration.
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 notcontain any qualification reservation adverse rema rk or disclaimer.
22) 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 2018-19 in respect of its polymers products. However in terms of thesaid Rules the requirement of cost audit is not applicable to the Company for thefinancial year 2018-19 as the turnover of the Company from these services is below thethreshold limit prescribed in the said Rules for cost audit.
23) 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 Practicing Company Secretaries of M/s. Loya and Associates(Membership no. 25349 Certificate of Practice No. 14972) to conduct Secretarial Audit ofthe Company for the financial year 2018-2019.
The Annual Secretarial Compliance Report for the period ended 31st March2019 under Regulation 24A issued by Mrs. Padma Loya Practicing Company Secretaries ofM/s. Loya and Associates and submitted to BSE Limited.
The Secretarial Audit Report for the financial year 2018-19 is annexed herewith asAnnexure "C" which forms part of the Board's report.
24) Listing with Stock Exchange
The Company confirms that it has paid the Annual Listing Fees for the year 2019-2020 toBSE Limited (BSE) where the Company's Shares are listed.
25) Share Capital
During the financial year there was no change in the Share Capital of the Company.
26) 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 "D".
27) 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 isavailable on the website of the Company www.rcvp.in.
28) Board of Directors Meeting
During the financial year ended 31st March 2019 the Company held eight (8)Board Meetings and the gap between the two meetings of the Board not more than 120 days asper Companies Act 2013. The meetings were held on 6th June 2018 13thAugust 2018 29th August 2018 14th November 2018 12thFebruary 2019 16th February 2019 11th March 2019 and 14thMarch 2019.The details of the Board Meetings are provided in the Corporate GovernanceReport.
29) Committees of the Board
The Board has following Committees formed:
Nomination & Remuneration Committee
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.
30) 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.
31) Vigil Mechanism
The Company has established a vigil mechanism for its Directors and Employees to reportgenuine conc erns relating any violations legal or regulatory requirements or misconductin the Company through its Whistle Blower Policy. And also to report concerns ofunethical behavior actual or suspected fraud or violation of the Company's code ofconduct and ethics policy incorrect or misrepresentation of any financial statements andreports thereon.
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.
32) 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.
33) 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.
34) Performance Evaluation of Board and Independent Directors
Pursuant to the applicable provisions of the Companies Act 2013 Listing Agreement andLODR Regulations the Board has carried out the annual performance evaluation. The Boardhas evaluated performance of all the Directors quality of information available qualityof discussions contributions and decisions etc . The overall performance of the membersof the Board was found satisfactory. Evaluation procedure covered Board's functioning suchas adequacy of the size and composition of the Board and its Committees to ensurediversity and adequate skills in the best interest of the Company as a whole. TheIndependent directors evaluated performance of non-independent directors and board.
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 Mrs. Avani Jolly Pandit and Mrs. Harsha Mukesh Shah both are appointed asIndependent Directors of the Company with effect from March 11th 2019.
The enabling resolutions for approval of their appointment are being placed in theNotice of the forthcoming Annual General Meeting for approval of shareholders.
35) 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.
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 |
|Place: Mumbai ||Mahesh Shah |
|Date: 23rd August 2019 ||Managing Director |
| ||(DIN 00054351) |