TO THE MEMBERS
Royal India Corporation Limited.
Your Directors have pleasure in presenting their 34thAnnual Report togetherwith the Audited Accounts for the year ended March 31 2018.
|1. Results of our operations: || || || |
| ||2017-18 ||2016-17 ||2016-17 |
|Particulars || || || |
| ||As per IND AS ||As per IND AS ||As per IGAAP |
|Revenue from Operations (Net of Excise) and Other Income ||987191703 ||2868766746 ||2841986022 |
|Exceptional Items ||- ||- ||- |
|Profit before Interest Depreciation & Tax (EBITA) ||(35503724) ||21357749 ||1169282 |
|Finance Charges ||61516084 ||12973879 ||300617 |
|Depreciation ||4012 ||22998 ||22998 |
|Provision for Tax (Including for earlier years) ||27545704 ||4619310 ||287519 |
|Net Profit After Tax ||(69478116) ||3741565 ||558144 |
|Profit Brought Forward from previous year ||(3957386) ||(7698951) ||30711946 |
|Adjustment on accounts of previous period ||(69888) ||- ||- |
|Depreciation on transition to Schedule II of the Companies ||4012 ||22998 ||22998 |
|Act 2013 || || || |
|Surplus Available for Appropriations ||(73505390) ||(3957386) ||31270090 |
|Appropriations to: Proposed Dividend ||- ||- ||- |
|Dividend Distribution Tax ||- ||- ||- |
|Transferred to General Reserve ||- ||- ||- |
|Profit carried to Balance Sheet ||(73505390) ||(3957386) ||31270090 |
2. Turnover & Profits:
The Directors wish to inform you that during the Financial Year ended March 31 2018the sales and other income decreased from Rs. 2868766746 to Rs. 987191703. The NetLoss after Tax stood at Rs. (69478116) as against the profit Rs. 3741565in theprevious year.
In view of the losses during the Financial Year 2017-18 the Directors of your Companydo not recommend any dividend for the Financial Year ended 31st March 2018.
4. Transfer to Reserves:
During the current financial year there were no specific transfers made to any specialreserves account.
5. Change(s) in the Nature of Business if any:
There was no change in the nature of business of the Company during the year underreview.
6. Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe financial statement relate and the date of the report.
There have been no material changes and commitments affecting financial position of theCompany between end of the financial year and the date of the report.
7. Public Deposits:
Your Company has not accepted any fresh public deposits during FY 2017-18 and as suchno amount on account of principle or interest on public deposits was outstanding as on thedate of the balance sheet.
8. Management's Discussion and Analysis:
As stipulated under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("LODR Regulations")the Management Discussion and Analysis Report forms part of the Annual Report as"Annexure I".
9. Corporate Governance Report:
Your Company believes in the principle of corporate governance and is committed tomaintain the highest standards of Corporate Governance. The Report on Corporate Governanceas stipulated under LODR Regulations forms part of the Annual Report.
A separate report on Corporate Governance along with certificate from the StatutoryAuditors of the Company regarding the compliance of conditions of corporate governance asstipulated under Regulation 34 (3) read with Schedule V of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 forms a partof this Annual General Meeting as "Annexure II".
10. Corporate Social Responsibility (CSR):
As per the Section 135 of Companies Act 2013 all companies having Net Worth of Rs. 500cr or more or Turnover of Rs. 1000 core or more or Net Profit of Rs. 5 core or moreduring any financial year required to constitute a Corporate Social ResponsibilityCommittee of the Board of Directors comprising of three or more directors at least one ofwhom should be an independent director and such Company shall spend at least 2% of theaverage net profits of the Company's three immediately preceding financial year.
Accordingly the Company formed a CSR Committee. During the current financial year theprovisions of Section 135 of Companies Act 2013 is not applicable to the Companytherefore; it is not required to pay 2% of the average net profits of the Company for thecurrent Financial Year.
The Policy outlines the Company's philosophy as a responsible corporate citizen ofIndia. It also lays down the guidelines and mechanism for undertaking socially usefulprograms for welfare and sustainable development of the community in the local area andaround areas of operations of the Company including other parts of the Country. CSRprograms or projects to be undertaken by the Company in terms of the Policy shall relateto one or more activities listed in Schedule VII of the Companies Act 2013 at present oras may be amended from time to time. The Corporate Social Responsibility Policy isavailable on the website of the Company. The constitution and detailed content of theCorporate Social Responsibility Policy of the Company is placed on its websitewww.ricl.in.
11. Share Capital:
The Paid up Equity Share Capital as on March 31 2018 was Rs. 230800000/- During theyear under review your Company did not issue any shares under ESOP Bonus Sweat EquityShares etc hence there is no change in the share capital of the Company. Details ofDirectors shareholding as on March 31 2018 are mentioned in the Corporate GovernanceReport which forms a part of this Annual Report.
12. Extract of Annual Return:
Extract of Annual Return in Form No. MGT-9 is annexed as "Annexure III" to this report.
13. Board Meeting held during the year:
The Board met 6 times during the Financial Year 2017-18 i.e. on May 29 2017 July 292017 (adjourned) August 5 2017 November 14 2017 February 13 2018 and March 14 2018.
The time gap between any two Board meetings does not exceed 120 days. For furtherdetails please refer to Report on Corporate Governance.
14. Director Responsibility Statement:
Pursuant to the Provisions of Section 134 of the Companies Act 2013 the Director'sstates that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
(b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2018 and Statement ofProfit of the Company for that period;
(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) The Directors have prepared the annual accounts on a going concern basis;
(e) The Directors have laid down internal financial controls to be followed by thecompany and that such internal controls are adequate and were operating effectively; and(f) The Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
A. Statutory Auditors:
M/s. DMKH & Co. Chartered Accountants (Firm Registration No. 116886W) StatutoryAuditors of the Company were appointed for a term of Five years from the previous 31stAnnual General Meeting of the Company till the conclusion of the 5thconsecutive Annual General Meeting of the Company subject to ratification by the Membersat every Annual General Meeting at a remuneration decided by the Board of Directors of theCompany. Accordingly the current term of appointment of M/s. DMKH & Co. will expireon conclusion of 34thAnnual General Meeting of the Company. In accordance withthe Section 40 of the Companies (Amendment) Act 2017 the appointment of StatutoryAuditors is not required to be ratified at every AGM.
The Company has received consent letter and eligibility certificate under Sections 139and 141 of the Act wherein M/s. DMKH & Co. Chartered Accountants have confirmed thattheir appointments if made would be in accordance with the provisions of the Section 141Companies Act 2013 and that they are not disqualified from being re-appointment. Asrequired under Regulation 33 of LODR Regulations they have also confirmed that they hold avalid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India. The Board recommends the appointment of M/s. DMKH & Co forratification in the 34thAnnual General Meeting.
The notes to the financial statements referred to in the Auditors' Report areself-explanatory and do not call for any further explanations or comments. The Auditors'Report does not contain any qualification reservation or adverse remark.
B. Secretarial Audit Report:
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of Mr. Mayank Arora Company Secretary in Practice andproprietor of M/s. Mayank Arora and Co Mumbai (Mem. No. 33328 and COP No.: 13609) toconduct the Secretarial Audit of the Company for the financial year ended March 31 2018.
The report of the Secretarial Auditor is appended as "Annexure IV".
Explanation or Comments on every qualification reservation or adverse remark made bythe Company Secretary in practice in the Secretarial Audit Report.
Complaint under section 629A for contravention of the provisions of section 224(8) andsection 292(1)(e) has been compounded by CLB vide order dated March 18 2016. The case ispending with Metropolitan Magistrate. The details of which are provided in the SecretarialAudit Report.
C. Internal Auditor Report:
Manish Panwar & Co. Chartered Accountants (Mem. No.: 415507) have carried out theinternal audit for the Financial Year 2017-18. The Report is based on the books ofaccounts and other records of the Company. The report is self explanatory and do not callfor any further comments.
16. Listing of Shares:
The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE)further the Company has paid necessary listing fee to BSE as per the Listing Agreement.
17. Related Party Transactions :
All transactions entered into with the related parties as defined under the CompaniesAct 2013 during the financial year were in the ordinary course of business and on arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013. There were no materially significant transactions with the related partiesduring the financial year which were in conflict with the interest of the Company andhence enclosing of form AOC- 2 is not required Suitable disclosure as required by theAccounting Standards (AS 18) has been made in the notes to the Financial Statements. Therewere no transactions with the related parties during FY 2017-18 except to the extent ofremuneration paid to KMPs.
The Company has formulated a policy on dealing with Related Party Transactions. Thepolicy is disclosed on the website of the Company i.e. www.ricl.in.
18. Audit Committee:
The Audit Committee of the Company comprises of two Independent Non Executive Directorsand One Executive Director. For further details please refer to Report on CorporateGovernance.
19. Whistle Blower Policy / Vigil Mechanism:
Your Company has formulated a Whistle Blower Policy / Vigil Mechanism which provides aformal mechanism for all employees and the Directors of the Company to report aboutunethical behavior actual or suspected fraud or violation of the Company's code ofconduct or an event he becomes aware of that could have a detrimental effect on thebusiness or reputation of the Company and provides reassurance that they will be protectedfrom reprisals or victimization for whistle blowing. The Policy has been posted on theCompany's website. No person was denied access to the Chairperson of the Audit Committeeto report any concern.
20. Risk Management Policy:
Your Company has put in place a Risk Management Policy to define a framework foridentification assessment and mitigation of risk. The Audit Committee and the Boardperiodically reviewed the risk assessment and minimization procedures as required ScheduleV of Annual Report (Regulations 34 (3) and 53 (f) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 so as to ensurethat risk is controlled by the Executive Management. In the opinion of the Board thereare no risks which may threaten the existence of the Company.
21. Internal Control Systems:
Your Company has an effective internal control system which ensures that all theassets of the Company are safeguarded and protected against any loss from unauthorized useor disposition.
The Internal Auditors of the Company regularly carry out review of the internal controlsystems and procedures. The internal audit reports are periodically reviewed by AuditCommittee.
Your Company has also put in place adequate internal financial controls with referenceto the financial statements commensurate with the size and nature of operations of theCompany. During the year such controls were tested and no material discrepancy orweakness in the Company's internal controls over financial reporting was observed.
22. Directors and Key Managerial Personnel (KMP):
a. Company's policy on appointment and remuneration:
The Composition of the Company's Board of Directors is in conformity with Regulation 17of The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 having an appropriate mix of Executive and IndependentDirectors to maintain the independence of the Board. As on March 31 2018 the Board ofDirectors of the Company comprises of five Directors including one Managing Director oneWhole Time Director and three Non-Executive Independent Directors.
At the 30thAnnual General Meeting of the Company held on September 302014 the members approved the appointments of Ms. Manisha Anand Mr. Ravi Kant Chaturvediand Mr. Damodar Hari Pai as Independent Directors not liable to retire by rotation forfive consecutive years with effect from 30th September 2014 up to 29thSeptember 2019 with an option to retire from the office at any time during the term ofappointment.
We affirm that the remuneration paid to the Director is as per the terms laid out inthe Nomination and Remuneration Policy of the Company.
In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of Article of Association of the Company *Mr. Manish Shah is liable to retire byrotation at the ensuing Annual General Meeting.
Note: * Mr. Manish Shah has tendered his resignation from May 30.05.2018 after closureof business hours. In his absence Mr. Hitesh Jain would be liable to retire by rotationbut the term of Mr. Hitesh Jain as Whole Time Director and CFO of the Company is expiringon June 18 2018. Mr. Kunal Jani will join as new CFO of the Company from June 19 2018.Appointments are required to be done at the next Board Meeting of the Company accordinglythe Directors would retire by rotation.
b. Declaration by Independent Directors:
All the Directors of the Company have confirmed that they are not disqualified frombeing appointed as Director in terms of Section 164 (2) of the Companies Act 2013.
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 as perSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
At the time of appointment of an Independent Director the Company issued a formalletter of appointment outlining his / her role function duties and responsibilities as adirector. The formal letter of appointment is hosted on the website of the Company i.e.www.ricl.in c. Familiarization programme for Independent Director:
The Company proactively keeps its Directors informed of the activities of the Companyits Management and operations and provides an overall industry perspective as well asissues being faced by the industry.
d. Key Managerial Personnel:
There is no change in the Key Managerial Personnel of the Company except resignation ofMr. Manish Shah from May 30 2018 and non intention of Mr. Hitesh Jain for furthercontinuation of his term as Whole Time Director and CFO of the Company from June 18 2018.
23. Status of unclaimed / unpaid share application money and dividend amounts:
There are no unclaimed shares/unpaid share application money/dividend amountsunclaimed/unpaid pending with the Company.
24. Nomination and Remuneration Policy :
The Board has adopted on recommendation of the Nomination & RemunerationCommittee a policy for selection and appointment of Directors Senior Management andtheir remuneration. A brief detail of the policy is given in the Corporate GovernanceReport and also posted on the website of the Company i.e. www.ricl.in.
25. Compliance under Companies Act 2013:
Pursuant to Section 134 of the Companies Act 2013 read with rules Companies (Accounts)Rules 2014 your Company complied with the compliance requirements and the detail ofcompliances under Companies Act 2013 are enumerated below:
a. Board Evaluation:
As per Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 mandates the Board shall monitor and review the Boardevaluation framework. As per Section 134 (p) of the Companies Act 2013 states that aformal annual evaluation needs to be made by the Board of its own performance and that ofits committees and Independent Directors. Schedule IV of the Companies Act 2013 statesthat the performance evaluation of Independent Directors shall be done by the entire Boardof Directors excluding the Director being evaluated. Further during the year underreview the Independent Directors met on Mondays April 2 2018 for reviewing performanceof the Board from period January 1 2017 till March 31 2018 (pursuant to change in reviewperiod by MCA clarification i.e. from calendar year to financial year). None of theIndependent Directors are due for re-appointments.
b. Particulars of Employees:
The ratio of the remuneration of each director to the median employees' remunerationand other details in terms of Section 197 (12) of the Act with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 ("therules") forms a part of this Annual Report as Annexure V.
c. Particulars of Loans Guarantees or Investments:
The details of loans/guarantees given and investments made by the Company form part ofthe notes to the financial statements.
d. Borrowings and debt servicing:
During the year under review your Company has met all its obligations towardsrepayment of principal and interest on loans availed.
e. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:
Particulars with respect to conservation of Energy Technology Absorption and ForeignExchange Earning & Outgo pursuant to Section 134 read with rule 8 (3) of the Companies(Accounts) Rules 2014 is set out hereunder:
Conservation of Energy:
In its endeavour towards conservation of energy your Company ensures optimal use ofenergy avoid wastages and conserve energy as far as possible. Your Company has continuedto accord priority to Conservation of energy and is continuing its efforts to utilizeenergy more efficiently.
The Company has not carried out any research and development activities.
| ||Earnings ||Exports ||Nil |
|1 Foreign Exchange || || || |
| ||Outgo ||Imports/ Expenses on Foreign Travel ||Nil |
f. Significant and Material Orders passed by the Regulators or Courts:
Inspection under Section 209A of the Companies Act 1956 has been carried out by theoffice of the Ministry of Corporate Affairs. No irregularities other than of acompoundable nature have been observed by the inspecting authority. Your Company filed theapplications with the Authorities against the observation/remarks of the InspectingAuthorities. The case is pending with the Authority. The details of case are given inSecretarial Audit Report.
26. Committees of the Board:
There are currently four committees of the Board which are as follows:
a. Audit Committee; b. Nomination & Remuneration Committee; c. Corporate SocialResponsibility Committee and; d. Stakeholders Relationship Committee.
A detailed note on the Board and Committees is provided under the Corporate GovernanceReport in the Annual Report.
27. Prevention of Sexual Harassment Policy:
Your Company has zero tolerance for sexual harassment at work place and has adopted aPolicy against Sexual Harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013and the rules framedthereunder. During the year the Company had not received any complaint on sexualharassment and no complaint was pending as on March 31 2018. An Internal ComplaintsCommittee has been set up to redress complaints received regarding sexual harassment. Allemployees (permanent contractual temporary trainees) and visitors are covered underthis policy.
28. Green Initiatives:
As part of the Green Initiative in Corporate Governance the Ministry of CorporateAffairs ("MCA") Government of India through its Circular Nos. 17/2011 and18/2011 dated April 21 2011 and April 29 2011 respectively has allowed companies tosend official documents through electronic mode.
Like the previous year electronic copies of the Annual Report and Notice of the 34thAnnualGeneral Meeting are sent to all the members whose email addresses are registered with theCompany/Depository Participant(s) for communication purposes. For members who have notregistered their email addresses physical copies of the Notice and Annual Report are sentin the permitted mode. Members requiring physical copies can send a request to theCompany.
The Directors wish to express their appreciation for the continued co-operation of theCentral and State Governments Regulatory and Government Authorities CustomersShareholders Vendors Bankers Financial Institutions Registrar and Share TransferAgent. Your Directors also wish to convey their gratitude and place on record theirappreciation for all the employees at all levels for their hard work cooperation anddedication during the year
|On behalf of the Board of Directors |
|For Royal India Corporation Limited |
|Sd/- ||Sd/- |
|(Manish Shah) ||(Hitesh Jain) |
|DIN : 01953772 ||DIN : 05263120 |
|Managing Director ||Whole-time-Director & CFO |
Place : Mumbai
Date : May 30 2018