Your Director's have pleasure in presenting their Twenty - Sixth Annual Report andAudited Annual Accounts of the Company for the year ended on 31st March 2021.
(Figures in Rs. Lakhs)
| ||Standalone ||Consolidated |
| ||For the year ||Previous Year ||For the year ||Previous Year |
| ||2020-2021 ||2019-2020 ||2020-2021 ||2019-2020 |
|Total Income ||11094.06 ||12075.72 ||11094.06 ||12095.87 |
|Profit / (Loss) before Depreciation & Tax ||334.42 ||(635.14) ||329.58 ||(656.41) |
|Less: Depreciation ||52.48 ||55.08 ||60.68 ||66.13 |
|Profit / (Loss) before tax ||281.94 ||(580.06) ||268.90 ||(590.28) |
|Tax Expenses/ (Savings) ||89.87 ||(133.60) ||88.88 ||(135.04) |
|Profit / (Loss) after tax ||192.07 ||(446.46) ||180.02 ||(455.23) |
REVIEW OF OPERATIONS Standalone
The Company has recorded income from operations of Rs. 11068.49 Lakhs in current yearas compared to Rs. 12054.72 Lakhs achieved during the corresponding period representing adownfall of 8.18% over the previous year. After offsetting the expenses the Company hasachieved Net profit (after tax) of Rs. 192.07 Lakhs during the year as against loss aftertax of Rs. 446.46 Lakhs incurred in the previous year.
On a consolidated basis The Company has recorded income from operations of Rs.11068.49 Lakhs in current year as compared to Rs. 12074.84 Lakhs achieved during thecorresponding period representing a downfall of 8.33% over the previous year. Afteroffsetting the expenses the Company has achieved Net profit (after tax) of Rs. 180.02Lakhs during the year as against loss after tax of Rs. 455.23 Lakhs incurred in theprevious year.
The directors are confident that the company will be able to achieve higher sales andprofitability in the times to come as investments are made in the new businesses andvarious plans for expansion are gradually getting crystallized. We are expecting to earnhuge profit from our manufacturing sector in future.
Considering the need to conserve resources for future expansion and growth and alsoinsufficient profit for the year under review no dividend is recommended by the Board.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure I" and uploaded on the website of the Company i.e.www.rrmetalmakers.com & link for the same ishttp://www.rrmetalmakers.com/annual-return.asp
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Act and the Listing Regulations.Based on Disclosures provided by Directors none of them are disqualified from beingappointed as Directors under section 164 of the companies Act 2013.
Mr. Alok Virat Shah retires by rotation and being eligible offers himself for re-appointment. The directors recommend his re-appointment.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit and Nomination & Remuneration Committees. The manner in whichthe evaluation has been carried out has been explained in the Corporate Governance Report.
Nomination & Remuneration Policy
The Board has constituted a Nomination and Remuneration Committee and has framed policyfor selection and appointment of Directors Senior Management and there remuneration. TheNomination & remuneration Policy is stated in the Corporate Governance Report.
During the year under review Ten (10) Board Meetings were convened and heldi.e.18.04.2020 15.06.2020 30.07.2020 05.08.2020 02.09.2020 14.09.2020 05.10.202012.11.2020 10.12.2020 12.02.2021. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134(5) of the Companies Act 1956 the Directorswould like to state that:
1. In preparation of the Annual Accounts the applicable Accounting Standards had beenfollowed along with proper explanation relating to material departures
2. They had selected such accounting standards 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 at the end of the financial year and ofthe profit and loss of the company for that period.
3. They had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the relevant acts for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.
4. That the accounts are prepared on a going concern basis.
5. They had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.
6. They had devised proper system to ensure compliance with the provisions of allapplicable laws and that such system were adequate and operating effectively.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.
PARTICULARS OF EMPLOYEES
During the year under review there was no employee employed who was in receipt ofremuneration in excess of the limits prescribed under section 197 read with Schedule V ofthe Companies Act 2013.
Since there were only 7 (Seven) employees during the year under review theparticulars required to be disclosed under Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 cannot be meaningfully given. Theremuneration paid to the Key Managerial Personnel and the Whole Time Director is disclosedin the Corporate Governance Report annexed herewith.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO.
The company has stared manufacturing operations at Gujarat during the year theelectricity charges are as per consumption levied by electricity board. The company hastaken all possible steps for conservation of the energy in the company. As and whenexpansion has taken place electricity consumption increases. The company is exploringpossibility of reduction in charges.
The details of the energy consumption is provided as under:
Electricity bill of Gujarat factory for 103820 unit is Rs. 1033091/-
The company has not adopted any foreign technology during the year.
The details of the foreign exchange is provided in the notes to the accounts formingpart of the Balance sheet.
M/s M.A Chavan and Co. Chartered Accountants statutory auditors of the Company wereappointed by the members at 22nd Annual General Meeting of the members to holdoffice for a period of 5 years i.e. until the conclusion of 27th Annual GeneralMeeting. They have confirmed that their appointment is within the limits provided underSection 139 of the Companies Act 2013 and they are otherwise eligible to continue as theStatutory Auditors.
The observations made by the auditors in their report are self-explanatory when readwith the notes to accounts and need no further elaboration. The Statutory Auditor's reportdoes not contain any qualifications reservations adverse remarks or disclaimers.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hadappointed Mr. CS S. Lakshminarayanan Practising Company Secretary to undertake theSecretarial Audit of the Company.
The Secretarial Audit report furnished by him is annexed herewith as "AnnexureII"
OBSERVATIONS IN THE SECRETARIAL AUDIT REPORT
The Secretarial Audit Report confirms that the Company has complied with the provisionsof the Act Rules Regulations and Guidelines and that there were no deviations ornon-compliances. The Secretarial Audit Report does not contain any qualificationsreservations or adverse remarks or disclaimers.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
No significant and materials orders were passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
The company has not accepted and/or renewed deposits from public during the year withinthe meaning of Section 73 of the Companies Act 2013 and the Companies (AcceptanceofDeposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013 except to its wholly owned subsidiary namely RRLifecare Pvt. Ltd. The details of the investments made by the company are given in thenotes to the financial statements.
As per Standalone financials the net movement in the reserves of the Company for FY21and FY20 is as follows:
|Particulars ||As at 31st March 2021 ||As at 31st March 2020 |
|Retained Earnings- surplus/Deficits opg. ||(25780694.52) ||18917325.37 |
|Current year profit/(loss) including other comprehensive income ||28222669.40 ||(44698019.89) |
|Total ||2441974.88 ||(25780694.52) |
The Board of Directors has decided to retain the entire amount of profits for FY21 inP&L account.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an Internal Control System commensurate with the size and the natureof its business with regard to purchase of inventory and fixed assets and the sale ofgoods and services. The scope and authority of the Internal Audit function is defined inthe Internal Audit Manual. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee and of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies.
In order to further strengthen the operations of the company and also to address therequirements of internal controls the company has installed integrated ERP system. Thesystem has been fully implemented.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarm's length basis and were at prevailing market price. There are no materiallysignificant related party transactions made by the company with Directors Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe company at large.
Details of Related Party Transactions are annexed vide Form No. AOC 2
EXPANSION & DIVERSIFICATION:
From last year company has entered into manufacturing segment as management has verygood experience of trading in steel products & with that Experience Company hasentered into manufacturing ERW Pipe sector.
Company has expands its production capacity by running efficiently the manufacturingplant located at Sabarkatha Talod. Currently company has started work on shift basis toincrease production capacity & in future period company is planning to install onemore tube mill to increase more production. Company has received ISO certification for ERWpipe & brand name "Virat" which we are using in roofing & pipe products.Because of ISO Certified brand we are able to get better price for our products.
A wholly owned subsidiary namely RR Lifecare Private Limited was in course to set upa project for manufacturing pharmaceutical formulations which is put on hold due to COVID- 19 pandemic.
MATERIAL CHANGES AND COMMITMENTS
There were no major material changes that took place during the year under review.
The COVID-19 pandemic is realized to improvise health systems worldwide & there ishuge scope for pharmaceutical company to increase its business. With investment in the newline of business your Company is expecting to earn higher profits which in turn will helpin expansion of the business and higher returns to the investors. The Wholly OwnedSubsidiary RR Lifecare Pvt. Ltd. is planning to set up pharma injection formulation plantbut the project was put on hold due to COVID- 19 pandemic which is expected to go onstream shortly.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism / Whistle Blower Policy to deal with instance offraud and mismanagement if any.
A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors toreport to the management concerns about unethical behavior actual or suspected fraud orviolation of the Codes of conduct or policy.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
RISK MANAGEMENT POLICY
Pursuant to section 134(3) (n) of the Companies Act 2013 the company has adopted aRisk Management Policy. The details of the policy and its terms of reference are set outin the corporate governance report forming part of the Board's report.
At present the company has not identified any element of risk which may threaten theexistence of the Company.
CORPORATE COMPLIANCE POLICY
Pursuant to section 134(5)(f) of the Companies Act 2013 the Company has constitutedCorporate Compliance Policy to ensure compliance with the provisions of all applicablelaws and to report that such systems were adequate and operating effectively.
ANTI - SEXUAL HARRASMENT POLICY
The Company has in place an Anti-Sexual harassment Policy in line with the requirementsof The Sexual Harassment of Women at the workplace (Prevention Prohibition and Redressal)Act 2013. However the Company does not have more than ten employees and as such has notconstituted Internal Complaints Committee.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Schedule V of SEBI (Listing Obligations and Disclosure Requirements)2015 the Management Discussion and Analysis Report which form an integral part of thisReport is set out as a separate Annexure.
The requirement to report on Corporate Governance is applicable to Companies havingpaid up capital of Rs. 10 crores. Since the paid up capital of the company is only Rs.69850000 there is no requirement to report on Corporate Governance as per Reg. 15(2) ofSEBI (Listing Obligations and Disclosure Requirements) 2015.
However Corporate Governance Report is attached as a separate annexure dealing withvarious governance aspects which are emanating from the provisions of the Companies Act2013.
Your Directors would like to appreciate and value the contributions made by all ouremployees and their families for their Co-operation and contribution to the Company'soperation during the year. Your Directors also wish to place on record their appreciationfor the support and co-operation by the Banks Business Associates and FinancialInstitutions for all the support rendered during the year.
| ||For and on behalf of Board of Directors RR Metalmakers India Limited |
|Place: Mumbai || |
|Dated: 16th July 2021 || |
| ||Virat Sevantilal Shah |
| ||Chairman |
| ||DIN: 00764118 |
|Registered Office: || |
|B-001& B-002Ground Floor || |
|Antop Hill Warehousing Complex Ltd || |
|Barkat Ali Naka Salt Pan Rd. || |
|Wadala(E) Mumbai 400037. || |