The Board of Directors is pleased to present the Company?s FifthAnnual Report along with the Audited Financial Statements for the financial year endedMarch 31 2022 (the year?).
The Company?s financial performance for the year ended March 312022 is summarized below:
Rs in Crore
|Item ||2021-22 ||2020-21 |
|Revenue from operations ||161.50 ||114.00 |
|Other Income ||135.24 ||115.29 |
|Total Income ||296.74 ||229.29 |
|Profit before Taxation ||197.81 ||170.11 |
|Tax Expenses ||53.14 ||42.81 |
|Profit after tax ||144.67 ||127.30 |
|Other Comprehensive Income ||14.12 ||(0.18) |
|Total Comprehensive Income ||158.79 ||127.12 |
|Retained Earnings at the end of previous year ||369.93 ||242.81 |
|Retained Earnings at the end of current year ||514.46 ||369.93 |
During the year under review total income was Rs 296.74 crore asagainst Rs 229.29 crore for the previous year. Profit after tax (PAT) for the year standsat Rs 144.67 crore as against Rs 127.30 crore in 2020-21. Retained earnings at the end ofthe year under report stood at Rs 514.46 crore (previous year Rs 369.93 crore).
Rs in Crore
|Item ||2021-22 ||2020-21 |
|Revenue from operations ||6670.08 ||5599.25 |
|Other Income ||15.35 ||63.78 |
|Total Income ||6685.43 ||5663.03 |
|Profit before Taxation ||508.47 ||294.45 |
|Profit after tax ||338.56 ||58.38 |
Total consolidated income was Rs 6685.43 crore as against Rs 5663.03crore for the previous year. Profit before tax was Rs 508.47 crore and Profit after tax(PAT) was at Rs 338.56 crore during the year.
In order to conserve the resources for the Company?s growth andexpansion the Board does not recommend payment of any dividend on its Equity shares forthe year.
According to Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations?) the top 1000listed entities based on market capitalization calculated as on March 31 of everyfinancial year are required to formulate a dividend distribution policy which shall bedisclosed on the website of the listed entity and a web-link shall also be provided intheir annual reports. Accordingly the Dividend Distribution Policy of the Company can beaccessed using the following link at http://www.rpsgventuresltd.com/ uploads/policies/Dividend%20Distribution%20Policy.pdf.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis for the year under review asstipulated under Listing Regulations is presented in a separate section and forms part ofthe Annual Report (Annexure A).
Pursuant to the approvals of the Board of the Directors and the Membersof the Company the Authorised Share Capital of the Company was re-classified into1240000000 equity shares of Rs 10/- each aggregating to Rs 12400000000/- and10000000 preference shares of Rs 10/- each aggregating to H.100000000/-.
Further during the year under review the Company had issued andallotted 3000000 Compulsorily Convertible Preference Shares ("CCPS") of FaceValue of Rs 10/- each at a premium of 770/- each on preferential allotment basis toIntegrated Coal Mining Limited (ICML) a promoter group company. Subsequently 130000equity shares were allotted to ICML on conversion of equivalent number of CCPS on March23 2022.
Consequent to the above allotment the paid-up equity share capital ofthe Company has been increased from Rs 265114090/- to Rs 266414090/-representing 26641409 equity shares of Rs 10/- each. The Company?s equity sharescontinue to remain listed with BSE Limited and National Stock Exchange of India Limited.The Company has paid the requisite listing fees to both the stock exchanges up to theFinancial Year 2022-23.
The Company has not issued any equity shares with differential rightsas to voting dividend or otherwise.
As on March 31 2022 the Company had thirty four subsidiaries. Duringthe year under review RPSG Sports Private Limited became a subsidiary of the Company. Fordetails of the subsidiaries of the Company Note 36 to the Standalone Financial Statements(SFS) may be referred to. The details of operations of the Company?s subsidiaries aregiven in the Management Discussion & Analysis which forms a part of this report.
In accordance with the provisions of the Companies Act 2013 (theAct?) Consolidated Financial Statements (CFS) of the Company and its subsidiariesfor the year 2021 - 22 have been duly audited by Batliboi Purohit & DarbariChartered Accountants in compliance with the applicable Indian Accounting Standards andthe Listing Regulations. The said CFS forming a part of the Annual Report shall be laidbefore the ensuing Annual General Meeting of the Company along with SFS as required underthe Act.
The financial statements of the subsidiaries as required under Section129 of the Act are available on Company?s website and can be accessed at:http://www.rpsgventuresltd.com/subsidiaries_ annual_report.php.
A separate statement containing the salient features of the financialstatements of the subsidiaries as per Section 129(3) of the Act is attached to the CFS.
The Company has a policy on material subsidiaries pursuant toRegulation 16(1) (c) of the Listing Regulations and the Policy is uploaded on theCompany?s website at http://www.rpsgventuresltd.com/uploads/policies/POLICY%20ON%20MATERIAL%20SUBSIDIARY.pdf.
Neither maintenance of cost records nor audit thereof in terms ofSection 148 of the Act read with relevant rules made thereunder is applicable to theCompany.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles ofAssociation of the Company Dr. Sanjiv Goenka Director of the Company (DIN: 00074796)retires by rotation and being eligible offers himself for re-appointment.
Ms. Grace Elizabeth Koshie Independent Director (DIN: 06765216) hasresigned from the Board of Directors of the Company w.e.f.
September 19 2021. Ms. Koshie was on the Board from November 14 2018and made significant contribution as a Director during her tenure. The Board places onrecord its appreciation for Ms. Koshie for her invaluable contribution. Ms. Kusum Dadoo(DIN: 06967827) was appointed by the Board as an Independent Director for a period of fiveyears with effect from September 23 2021. In the opinion of the Board Ms. Dadoopossesses requisite expertise integrity and experience including proficiency forappointment as an Independent Director of the Company and the Board considers that givenher professional background and experience her association would be beneficial to theCompany. Subsequently shareholders of the Company at the Extra-ordinary General Meetingheld on February 9 2022 approved her appointment as a Non-Executive Independent Directorw.e.f. September 23 2021.
The Company has received declarations from all the IndependentDirectors of the Company confirming that:
- they meet the criteria for independence prescribed under the Act andthe Listing Regulations and
- they have registered their names in the Independent Directors?Databank.
The Company has devised inter-alia the Remuneration Policy and the samecan be accessed on the Company?s website at http://www.rpsgventuresltd.com/uploads/policies/REMUNERATION POLICY BPS.pdf.
The details on Directors? appointments and remuneration includingcriteria for determining qualifications positive attributes independence of Directorsand also remuneration of Key Managerial Personnel and other employees form a part of theCorporate Governance Report (Annexure-B). During the year performance evaluationof Independent Directors and other Board members as well as Committees of the Board weredone in terms of the Act and the Listing Regulations.
Five meetings of the Board of Directors were held during the year onJune 16 2021 August 11 2021 November 12 2021 January 13 2022 and February 9 2022.The Company has complied with the provisions of the Secretarial Standards issued by theInstitute of Company Secretaries of India on Board Meetings and General Meetings.
There has been no change in the Key Managerial Personnel of theCompany during the year under review.
DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act your Directors hereby state andconfirm that:
i) in the preparation of the accounts for the Financial Year endedMarch 31 2022 the applicable accounting standards have been followed alongwith properexplanation relating to the material departures if any;
ii) the Directors have 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 the Company at the end of theFinancial Year and of the profit of the Company for that period;
iii) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) the Directors have prepared the annual accounts on a going concernbasis;
v) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and
vi) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
The Company is committed to maintain the highest standard of CorporateGovernance and adheres to the Corporate Governance requirements prescribed by theSecurities and Exchange Board of India. Report on Corporate Governance (AnnexureB?) and Additional Shareholder Information (Annexure C?)as prescribed under the Listing Regulations are annexed as a part of this Report alongwith the Secretarial Auditors? Certificate thereon confirming the adherence to theconditions of Corporate Governance by the Company.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with Section 135 of the Act and the Companies (CorporateSocial Responsibility Policy) Rules 2014 as amended the Company has formulated aCorporate Social Responsibility Policy a brief outline of which along with the requireddisclosures and a detailed section on the activities in this behalf during the year underreview is disclosed as Annexure D? to this Report. The CSR Policy is putup on the Company?s website and may be accessed athttp://www.rpsgventuresltd.com/uploads/ policies/CSR_BPS.pdf.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Business Responsibility and Sustainability Report as required underthe Listing Regulations is annexed as Annexure E? to this report.
RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered into by the Companyduring the year with related parties were in its ordinary course of business and atarm?s length basis. There was no materially significant related party transactionthat had any potential conflict with the interests of the Company. Consequent to thenotification issued by Securities and Exchange Board of India amending certain provisionsinter alia in respect of Related Party Transactions in Listing Regulations your Companyhas adopted the amended Policy Statement on Materiality and Dealing with Related PartyTransactions and has uploaded the same on the Company?s website and can be accessedat http://www.rpsgventuresltd.com/uploads/policies/Policy_statement_on_materiality_and_dealing_with_Related_ Parties.pdf.
Transactions with related parties entered into in the normal course ofbusiness are periodically placed before the Audit Committee of the Board for its reviewand approval. Note 36 to the Standalone Financial Statements may be referred to forrequisite disclosure in respect of related parties and for transactions entered into withthem during the year.
The Company has an elaborate Risk Management Framework which isdesigned to enable risks to be identified assessed and mitigated appropriately. Duringthe year under review the Company adopted the revised Risk Management Policy in terms ofthe amendments in the Listing Regulations. Detailed discussion on risk management iscovered in Management Discussion and Analysis and Report on Corporate Governance whichform part of the Annual Report. Internal Financial Controls are an integral part of therisk management process and the Board is of the opinion that it has been workingeffectively. In view of its importance the Company makes efforts on an ongoing basis tostrengthen its internal financial control system.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Act the rules made thereunder and theListing Regulations the Company has a Whistle Blower Policy/ Vigil Mechanism in place forreporting genuine concerns over happening of instances of any irregularity unethicalpractice and/ or misconduct for directors employees and stakeholders. No such instanceswere reported during the Financial Year 2021-22.
The details of the said policy have been disclosed in theCompany?s website at: http://www.rpsgventuresltd.com/uploads/policies/BPS_Whistle.pdf.
Loan(s) given investment(s) made and guarantee(s) or security(ies)provided as the case may be were in compliance with the provisions of the Act andrelevant details thereof are referred to in Notes 8936 and 39 to the StandaloneFinancial Statements of the Company.
The Company during the year had not accepted any deposits and assuch no amount of principal or interest was outstanding as on the date of the BalanceSheet.
AUDITORS AND AUDITORS? REPORT
Batliboi Purohit& Darbari Chartered Accountants (FirmRegistration No. 303086E) were appointed as the statutory auditors for a term of fiveconsecutive years holding office from the first Annual General Meeting until theconclusion of the sixth Annual General Meeting of the Company.
The Notes on financial statements referred to in the Auditors?Report are self-explanatory and do not call for any further comments. The Auditors?Report does not contain any qualification reservation adverse remark or disclaimer. TheAuditors have not reported any instance of fraud.
The Board had appointed M/s S.M. Gupta & Co. Company Secretariesas the Secretarial Auditors of the Company to conduct the secretarial audit for thefinancial year 2021-22.
Secretarial Audit Report for the Year is annexed herewith and marked asAnnexure F to this Report. Secretarial Audit Reports of Guiltfree IndustriesLimited and Quest Properties India Limited two material unlisted subsidiaries of theCompany duly audited by their respective Secretarial Auditors are also attached (AnnexuresF1 and F2). None of the above Secretarial Audit Reports contain any qualificationreservation or adverse remark.
CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to conservation of energy research &development technology absorption and foreign exchange earnings and outgo as requiredunder Section 134 of Act read with the Companies (Accounts) Rules 2014 is given in AnnexureG? to this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
No significant and material orders were passed by the regulators orcourts or tribunals impacting the going concern status and your Company?s operationsin future.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCYAND BANKRUPTCY CODE 2016 (IBC)
There was no proceeding initiated by any Financial Creditor orOperational Creditor or by the Company under the Insolvency and Bankruptcy Code 2016 asamended before National Company Law Tribunal or other courts during the Financial Year2021-22.
CHANGE IN THE NATURE OF BUSINESS
During the year under review there was no change in the nature ofbusiness of the Company.
The annual return of the Company as required under the Act is availableon the website of the Company at http://www.rpsgventuresltd.com/uploads/annual_return/Annual%20Return-%202021-22.pdf
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is attached as Annexure H. Details of employee remuneration as requiredunder provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the aforesaid Rulesare provided in the Annexure-I forming part of this Report. However the Report andAccounts are being sent to the Members without the aforesaid Annexure-I. Any memberinterested in obtaining the same may write to the Company Secretary at the RegisteredOffice of the Company.
Other details relating to remuneration paid during the year toDirectors are furnished in the Report of Corporate Governance which forms a part of thisreport. Employee relations in the Company during the year continued to be cordial.
COVID 19 PANDEMIC
The impact of Covid-19 on the operation of the Company and itssubsidiaries along with steps taken to minimise such impact has been discussed in theManagement Discussion and Analysis forming a part of this Report.
In assessing the recoverability of its assets including receivablesthe Company has considered internal and external information upto the date of approval ofthese financial statements including economic forecasts. The Company has performedanalysis on the assumptions used and based on current indicators of future economicconditions the Company expects to recover the carrying amount of these assets. The impactof the global health pandemic may be different from that estimated as at the date ofapproval of these financial statements and the Company will continue to closely monitorany material changes to future economic conditions.
The Board of Directors wishes to place on record its deep sense ofappreciation for the co-operation received by the Company from its customers banksvendors and Government authorities during the year under review. The Board alsoappreciates the committed services of all its employees during the year.
Your Directors are also grateful for your continued encouragement andsupport.
| ||For and on behalf of the Board |
| ||Dr. Sanjiv Goenka |
|Place : Kolkata ||Chairman |
|Date : May 13 2022 ||DIN:00074796 |