|BSE: 531552||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE754B01012|
|BSE 00:00 | 23 Jul||7.16||
|NSE 05:30 | 01 Jan||RTCL Ltd|
RTCL Ltd. (RTCL) - Director Report
Company director report
THE MEMBERS OF RTCL LIMITED
Your Directors have pleasure in presenting the TWENTY SIXTH (26th)ANNUAL REPORT on the business and operations of the Company together with the AnnualAccounts for the Financial Year ended on 31st March 2020.
The highlights of the Financial Results are as under:
(Rupees in Lakhs)
During the year under review the Standalone Sales and other Income ofthe Company increased to Rs.1020.691 lakhs as compared to Rs 269.62 Lakhs inthe previous year and Consolidated Sales and other Income of the Company increased to Rs. 1020.691Lakhs as compared to Rs 269.62 Lakhs in the previous year. The Standalone netprofit of the Company is Rs. 708.11 Lakhs in comparison to loss of Rs. 10.87Lakhs in the previous year and consolidated net profit of the Company increased to Rs.809.711 Lakhs in comparison to Rs. 42.51 Lakhs in the previous year. TheCompany will continue to be responsive to changes in market dynamics and industrialbehaviour and other key factors influencing the Business and will formulate itsstrategies accordingly.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company and its associatesas per the applicable provisions of Companies Act 2013 and Rules made there underprepared in accordance with Accounting Standard 21 issued by the Institute of CharteredAccountants of India form part of the Annual Report.
Further the Annual Accounts and related documents of the associatecompany shall be kept open for inspection at the Registered & Corporate Office of theCompany. The Company will also make available copy thereof upon specific request by anyMember of the Company interested in obtaining the same.
During the year under review No withdrawal has been made from thereserves.
During the year the Company has earned inadequate profit and theDirectors have decided to Plough back profits for the expansion of business of the Companyand hence no dividend could be recommended.
DEMATERIALIZATION OF EQUITY SHARES
The Company's equity shares are available for trading in the bothDepository systems that is National Securities Depository Limited (NSDL) and the CentralDepository Services (India) Limited (CDSL). The International Securities IdentificationNumber (ISIN) allotted by NSDL and CDSL to RTCL Limited is INE754B01012 for the equityshares of your Company. The status of Equity Capital exists in Electronic Form andPhysical Form as on March 31st 2020 is as under:
EXTRACT OF ANNUAL RETURN
Pursuant to the Section 92(3) of the Companies Act 2013 and rule 12(1)of the Companies (Management and Administration) Rules 2014 an extract of the AnnualReturn in the Form-MGT-9 is appended as ANNEXURE- I to the board report and copy ofannual return will be placed on Company's website www.rtcllimited.in.
BOARD AND COMMITTEE MEETINGS
A calendar of Meetings is prepared and circulated in advance to theDirectors. During the year Fifteen (15) Board Meetings and Five (5) Audit CommitteeMeetings were duly convened. The details of which are given in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013.
The Company has various committees which have been constituted as apart of the good corporate governance practices and the same are in compliance with therequirements of the relevant provisions of applicable laws and statutes.
The Board has constituted an Audit Committee consisting of Mr. AjayKumar Jain (DIN: 00043349) Mr. Manoj Kumar Pandey (DIN: 00057386) Chairman Mrs.Chitranshi Tiwari (DIN: 07145469) and Mr. Sunil Singh (DIN: 07558446). There have not beenany instances during the year when recommendations of the Audit Committee were notaccepted by the Board.
The other Committees of the Board are:
i) Nomination and Remuneration Committee
ii) Stakeholders' Relationship Committee / Stakeholders' GrievanceCommittee
iii) Risk Management Committee
The details with respect to the composition powers roles terms ofreference Meetings held and attendance of the Directors at such Meetings of the relevantCommittees are given in detail in the Report on Corporate Governance of the Company whichforms part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act2013 with respect to the Directors' Responsibility Statement it is hereby confirmed:
(i) That in the preparation of the annual accounts for the financialyear ended on 31st March 2020 the applicable accounting standards had beenfollowed and no material departure have been made from the same;
(ii) That the Directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the profit of the Company for the year under review;
(iii) That the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
(iv) That the Directors have prepared the annual accounts for thefinancial year ended on 31st March 2020 on 'going concern' basis.
(v) The directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.
(vi) The Directors had devised proper systems to ensure Compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
DIRECTORS & KEY MANAGERIAL PERSONNEL
I. Mr. Ajay Kumar Jain (DIN: 00043349) CEO and the Whole-TimeDirector of the Company will retire by rotation at the ensuing Annual General Meetingand being eligible offer himself for reappointment.
II. Mr. Manoj Kumar Pandey (DIN: 00057386) has been reappointed as an Independent Non Executive Director on 30.09.2019.
III. Mrs. Chitranshi Tiwari (DIN: 07145469) has been reappointed as a women Independent Non Executive Director on 01.04.2020.
IV. Mr. Sunil Singh (DIN: 07558446) has been appointed as anIndependent Non Executive Director w.e.f.
V. Mr. Bharat Hari Dalmia (PAN: AGJPD0321L) has been appointedas a Chief Financial Officer in the Company w.e.f 31.08.2019.
VI. Mr. Vishal Saxena (PAN:ARVPS8030J) has been appointed ascompany Secretary and compliance Officer (W hole Time Key Managerial Personnel) w.e.f01.01.2013.
All the Independent Directors have given declarations that they meetthe criteria of independence as lay down under Section 149(6) of the Companies Act 2013and SEBI (Listing Obligation and Disclosure Requirements) Rules 2015. In the opinion ofthe Board they fulfilled the conditions of independence as specified in the Act and theRules made there under and are independent of the management. The declaration was placedbefore the board for their review.
POLICY ON DIRECTOR'S KMP's & OTHER EMPLOYEES:
The Company has adopted Governance Guidelines on Board's Effectiveness.The Governance Guidelines cover aspects related to composition and role of the BoardChairman and Directors Board diversity definition of Independent Director DirectorTerm retirement age and Committees of the Board. It also covers aspects relating tonomination appointment induction and development of Directors Director's Remunerationand Subsidiary oversight Code of Conduct Board Effectiveness Review and Mandates ofBoard Committees.
POLICY FOR NOMINATION AND REMUNERATION OF DIRECTORS:
The Nomination and Remuneration Committee is responsible for developingcompetency requirements for the Board based on the industry and strategy of the Company.Board composition analysis reflects in-depth understanding of the Company including itsstrategies environment operations financial condition and compliance requirements.
The Nomination and Remuneration Committee conducts a gap analysis toevaluate the performance of the Board on a periodic basis including each time aDirector's appointment or re-appointment is required or not. The Committee is alsoresponsible for reviewing and vetting the CVs of potential candidate's vis--vis therequired competencies and meeting potential candidates prior to making recommendations oftheir nomination to the Board. At the time of appointment specific requirements for theposition including expert knowledge expected is communicated to the appointee.
Impact of the COVID-19 pandemic on the Company.
Pursuant to regulation 30(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 we would like to inform that the Company hasresumed its working with minimum staff as per the Guidelines issued by the Governmentupdated as on date.
Further we undertake to comply with the requirements as mentioned inthe SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/ P/2020/84 dated May 20 2020 and alsohereby submitting an update relating to the impact of the COVID-19 pandemic and resultantlockdown on the business operations of the Company and current status is disclosed inAnnexure -AI.
Criteria for Determining Qualifications Positive Attributes andIndependence of a Director:
The Nomination and Remuneration Committee has formulated the criteriafor determining qualifications positive attributes and independence of Directors in termsof provisions of Section 178 (3) of the Companies Act 2013 and Regulation 19 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
Independence: In accordance with the above criteria a Directorwill be considered as an 'Independent Director' if he / she meet with the criteria for'Independent Director' as laid down in Section 149 of the Companies Act 2013 andRegulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Qualifications: A transparent Board nomination process is in placethat encourages diversity of thought experience knowledge perspective age and gender.It is also ensured that the Board has an appropriate blend of functional and industryexpertise. While recommending the appointment of a Director the Nomination andRemuneration Committee considers the manner in which the function and domain expertise ofthe individual will contribute to the overall skill-domain mix of the Board.
Positive Attributes: In addition to the duties as prescribed underthe Companies Act 2013 the Directors on the Board of the Company are also expected todemonstrate high standards of ethical behaviour strong interpersonal and communicationskills and soundness of judgment. Independent Directors are also expected to abide by the'Code of Independent Directors' as outlined in Schedule IV of the Companies Act 2013.
M/s Saria Gupta & Co. (Firm Registration No.:003168N)Chartered Accountants the Statutory Auditors of the Company who was appointed on TwentyThird (23rd ) Annual General Meeting shall hold the office till the conclusionof Twenty Eighth (28th) AGM.
STATUTORY AUDITOR REPORT
Statutory Auditors Report contains a Qualification.
a) Details of Audit Qualification.
As per IND AS 109 "Financial Instruments" the Investment inequity shares (other then subsidiary associates and joint ventures) are recognized at afair value through Profit and Loss account or Fair value thought Other ComprehensiveIncome However the company has recognized the Non-current Investment in equity shares(other than subsidiary associates and joint ventures) at Cost as appearing in theStandalone and Consolidated Balance Sheet as at March 31st 2020 and March31st 2019 which constitutes a departure from the AS-109 "Financial Instruments .Therefore Impact of financial on account of the difference between the fair value and thecost of Non- Current Investment in the "Non Current Investment "OtherEquity" and "Other Comprehensive Income" and "Deferred Tax" arenot ascertainable.
b) Type of Audit Qualification: Departure from IND AS 109 withrespect to fair value.
c) Frequency of qualification: Second Time.
d) For Audit Qualification(s) where the Impact is quantified by theauditor Management Views: No
e ) For Audit Qualification (s) where the Impact is not quantified bythe auditor:
i. Management's estimation on the Impact of audit qualification: Asper Management estimate present cost of Financial Instruments represents the value closeto fair market value. However Company is in the process to get fair market valuation donein due course being a very tedious and lengthy work due to delayed availability of inputmaterial/ Information/financial resources.
ii. If management is unable to estimate the Impact reasons for thesame: As per Management estimate present cost of Financial Instruments represent fairthe value close to fair market value.
However Company is in the process to get fair market valuation done indue course being a very tedious and lengthy work due to delayed availability of Inputmaterial/Information/financial resources.
iii. Auditor's Comments on (i) or (ii) above: A qualification isnot possible at present based on the Information and explanation provided by themanagement.
COST AUDITOR & COST AUDIT REPORT
Pursuant to Section 148 of the Companies Act 2013 the Company is notrequired to appoint cost auditor for the Financial Year ended 31st March 2020.
As per the Cost Audit Orders Cost Audit is not applicable on theProducts and Business of the Company for the Financial Year 2019-2020.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013read with rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the Board of Directors of the Company had appointed M/s. Sushil Gupta& Associates Company Secretaries Kanpur to undertake the Secretarial Audit ofthe Company for the year ended 31st March 2020.
SECRETARIAL AUDITOR'S REPORT & ANNUAL COMPLIANCE REPORT
The Secretarial Audit Report is annexed as ANNEXURE-III andAnnual Compliance Report as ANNEXURE-IIIA. The Secretarial Audit Report for thefinancial year ended on 31st March 2020 does not contain any qualificationreservation adverse remark or disclaimer.
INTERNAL CONTROLS SYSTEMS AND ADEQUACY
The Company has appointed Mr. Sandeep Kumar Saraogi CharteredAccountant (ACA-411706) as an Internal Auditor of Company to ensure compliances andeffectiveness of the Internal Control Systems in place as per the decision taken duringthe financial year 2019-2020. During the year the Company continued to implement hissuggestions and recommendations to improve the control environment and his scope of workincludes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditor findings are discussed with the processowners and suitable corrective actions taken as per the directions of Audit Committee onan ongoing basis to improve efficiency in operations.
RELATED PARTY TRANSACTIONS
During the year the Company has not entered into Contract andArrangement with the Related Party which could be considered material in accordance withrelated party policy of the Company on materiality of related party transaction and theapplicable acts. Accordingly there are no transactions that are required to be reported inForm AOC-2 and in accordance with Section 188 of the Companies Act 2013 and Regulation 23of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and as such donot form part of the report.
The Company has adopted a Related Party Transactions Policy. ThePolicy as approved by the Board is uploaded on the Company's website at the web link: http://www.rtcllimited.in/images/pdf/RPP.pdf
MATERIAL CHANGES & COMMITMENTS
There have been no material changes and commitments if any affectingthe Financial position of the Company which have occurred between the end of the FinancialYear of the Company to which the Financial statements relate and the date of Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The information required under Section 134 of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014.
Conservation Of Energy:
The Company's operations involve low energy consumption. There are nomajor areas where any energy conservation measure can be taken. However efforts are beingmade to conserve and optimize the use of energy wherever possible.
The Company is in Trading and real estate Industry and thereforespecific technology absorption adaptations and innovation will be taken care of/implemented wherever required.
Foreign Exchange Earning & Outgo:
(i) Total Foreign Exchange earned: NIL
(ii) Total Foreign Exchange outgo: NIL
Research & Development:
RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the Company andthe policy of the Company on risk management is provided in the report of ManagementDiscussion and Analysis Report.
CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors of the Company hereby confirms that theProvisions of Section 135(1) of the Companies Act 2013 is not applicable on our Company.However the responsibility of the Company is to make a positive impact on the communitiesin which the company does business through its support of select programs outreachefforts and initiatives that improve and enhance the quality of life.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITSCOMMITTEES AND OF DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors hascarried out an annual evaluation of its own performance the directors individually aswell as the evaluation of the working of Board Committees. The Performance of theCommittees was evaluated by the Board after seeking inputs from the Committee members onthe basis of the criteria such as the Board composition of committees effectiveness ofcommittee meetings etc. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
In a separate meeting of Independent directors performance ofnon-independent directors performance of the board as a whole and performance of thechairman was evaluated taking into account the views of executive directors andnon-executive directors.
SUBSIDIARY COMPANY/ASSOCIATE COMPANY.
Pursuant to the Sub-Section (3) of Section 129 of the Act during theyear under review the Company has no Subsidiary Company whereas the Company has anAssociate Companies:
The statement containing the salient feature of the Financial Statementof the Company's subsidiary or subsidiaries Associate Company or Companies and JointVentures or Ventures given as AOC-1.
During the Period under review Our Company has not accepted anydeposit falling within the ambit of Section 73 of the Companies Act 2013 read withCompanies (Acceptance of Deposits) Rules 2014.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION INFUTURE.
There were no significant and material orders which were passed by theRegulator or Courts or Tribunals impacting the going concern status and Company'soperations in future.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Your Company has an effective Vigil Mechanism system and W histleBlower Policy in terms of Section 177 (9) of Companies act 2013 and Regulation 22 of SEBI(Listing Obligations and disclosure Requirements) Regulations 2015 to provide a formalmechanism to the Directors and employees to report their concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's Code of Conduct orethics policy. The Policy provides adequate safeguards against victimization of employeeswho avail of the mechanism and also provides for direct access to the Chairman of theAudit Committee. It is affirmed that no personnel of the Company has been denied access tothe Audit Committee. The Policy on Vigil Mechanism and Whistle Blower Policy may beaccessed on the Company website at http:/ /www.rtcllimited.in/wbp.asp
PARTICULARS OF EMPLOYEES
The information require in Pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided in statement of particulars of employees is annexedas Annexure II of the Annual Report.
The information required under sec 197(12) of the Companies Act 2013read with rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is applicable and forms part of the Report.
However as per first proviso to section 136(1) of the Act and secondproviso of Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the report and Financial statements are being sent to the membersof the Company excluding the statement of a particular of employees under rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Any memberinterested in obtaining a copy of the said statement may write to the Company Secretary atthe Registered Office of the Company and the said Annexure is also open for inspection atthe Registered Office of the Company.
TRANSFER OF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND
The Company did not have any fund lying unpaid or unclaimed for aperiod of last seven years. Therefore no funds are required to be transferred to InvestorEducation and Protection Fund (IEPF).
NOMINATION AND REMUNERATION POLICY
The Board of Directors of your Company has on recommendation of theNomination & Remuneration Committee framed and adopted a policy for selection andappointment of Directors Senior Management and their remuneration. The contents of thepolicy are stated in the Corporate Governance Report.
The Company has successfully implemented the mandatory provisions ofCorporate Governance in accordance with the provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Separate Reports on Corporate Governance andManagement Discussion & Analysis are included in the Annual Report. Declaration byChief Executive Officer of your Company confirming Compliance with the Code of Conduct bythe Board of Directors and Senior Management and Certificate dated 24th August 2020 ofthe Secretarial Auditors of your Company confirming the compliance of conditions ofCorporate Governance is also annexed thereto.
Your Company for many years now has been familiarizing theIndependent Directors on its Board with detailed presentations by its business functionalheads on the Company operations strategic business plans new products and technologiesincluding significant aspects of the Industry and its future outlook. Details offamiliarization programs extended to the Non-executive & Independent Directors duringthe year are also disclosed on the Company website at the W eb Link http://www.rtcllimited.in/images/pdf/FP.pdf
MANAGEMENT DISCUSSION AND ANALYSIS
As required by Regulation 34(2) (e) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The Management Discussion and AnalysisReport is enclosed as Annexure IV to the annual report.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on Prevention Prohibition and Redressed of Sexual Harassment at theWorkplace in line with the provisions of the Sexual Harassment of Women at workplacePrevention Prohibition and Redressed Act 2013 and the Rules made there under. The Policyaims to provide protection to employees at the workplace and prevent and redresscomplaints of sexual harassment and for matters connected or incidental thereto with theobjective of providing a safe working environment where employees feel secure. TheCompany has also constituted an Internal Complaints Committee known as the Prevention ofSexual Harassment (POSH) Committee to inquire into complaints of sexual harassment andrecommend appropriate action.
LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for theyear 2020-2021 to BSE Limited where the Company's Shares are listed.
During the year under review your Company had cordial and harmoniousindustrial relations at all levels of the Organization.
The Directors acknowledge with gratitude the co-operation andassistance received from the Government Banks Authorities and other BusinessConstituents. The Directors would also like to thank the employees shareholderscustomers and suppliers for their continuous support given by them to the Company andtheir confidence in the Management.