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RTCL Ltd.

BSE: 531552 Sector: Infrastructure
NSE: N.A. ISIN Code: INE754B01012
BSE 00:00 | 10 Aug 2.97 0
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NSE 05:30 | 01 Jan RTCL Ltd
OPEN 2.97
PREVIOUS CLOSE 2.97
VOLUME 494
52-Week high 4.40
52-Week low 2.01
P/E 0.50
Mkt Cap.(Rs cr) 4
Buy Price 2.97
Buy Qty 1706.00
Sell Price 2.97
Sell Qty 50.00
OPEN 2.97
CLOSE 2.97
VOLUME 494
52-Week high 4.40
52-Week low 2.01
P/E 0.50
Mkt Cap.(Rs cr) 4
Buy Price 2.97
Buy Qty 1706.00
Sell Price 2.97
Sell Qty 50.00

RTCL Ltd. (RTCL) - Director Report

Company director report

To THE MEMBERS OF RTCL LIMITED

Your Directors have pleasure in presenting the TWENTY FIFTH (25th) ANNUAL REPORT on thebusiness and operations of the Company together with the Annual Accounts for the FinancialYear ended on 31st March 2019.

FINANCIAL RESULTS

The highlights of the Financial Results are as under:

(Rupees in Lakhs)

PARTICULARS Standalone Consolidated
Year ended as on 31.03.2019 Year ended as on 31.03.2018 Year ended as on 31.03.2019 Year ended as on 31.03.2018
Sales and Other Income 269.62 170.55 269.62 170.55
Profit/ (Loss) before Interest and Depreciation 211.74 106.82 211.74 106.82
Less: Finance Charges (61.14) (66.00) (61.14) (66.00)
Less: Depreciation (15.22) (24.07) (15.22) (24.07)
Profit/ (Loss) for the Year 135.38 16.73 135.38 16.73
Add/(Less): Extraordinary Items (0.71) (05.13) (0.71) (05.13)
Add/Less: Tax Adjustment Earlier Years - - - -
Less: Provision for Income Tax (35.83) (06.03) (35.83) (6.03)
Less: Wealth Tax - - - -
Add/(Less): Deferred Tax/Assets/ Liability) (109.70) 54.53 (109.70) 54.53
Add/(Less): Adjustment to opening deferred tax Assets resulting from reduction in tax rate - (0.87) - (0.87)
Profit/(Loss) of the Associates - - 53.38 (2.03)
Net Profit/ (Loss) for the Year (10.87) 59.22 42.52 57.18
Balance brought forward 680.43 689.13 680.43 689.13
Add: Post Acquisition reserve and surplus of Associates - - 75.78 77.81
Add: Additions during the Year of Associates - - 53.38 (02.03)
Appropriation: - - - -
Less: Adjustment relating to Fixed Assets - - - -
Less: Transferred to General Reserve (2.17) (11.84) (2.17) (11.84)
Profit/ (Loss) carried to the Balance Sheet (10.87) 59.22 (10.87) 59.22
Total Reserve & Surples 766.29 777.16 1699.82 1657.31

OPERATIONS

During the year under review the Standalone Sales and other Income of the Companyincreased to Rs.269.62 lakhs as compared to Rs 170.55 Lakhs in the previous yearand Consolidated Sales and other Income of the Company increased to Rs. 269.62 Lakhsas compared to Rs 170.55 Lakhs in the previous year. The Standalone net loss of theCompany is Rs. 10.87 Lakhs in comparison to profit of Rs. 59.22 Lakhsin the previous year and consolidated net profit of the Company decreased to Rs.42.52Lakhs in comparison to Rs. 57.18 Lakhs in the previous year. The Company willcontinue to be responsive to changes in market dynamics and industrial behaviour and otherkey factors influencing the Business and will formulate its strategies accordingly.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its associates as per theapplicable provisions of Companies Act 2013 and Rules made there under prepared inaccordance with Accounting Standard 21 issued by the Institute of Chartered Accountants ofIndia form part of the Annual Report.

Further the Annual Accounts and related documents of the associate company shall bekept open for inspection at the Registered & Corporate Office of the Company. TheCompany will also make available copy thereof upon specific request by any Member of theCompany interested in obtaining the same.

RESERVES

During the year under review The Company has withdrawal from reserve Rs. 217494/-(Rupees Two Lacs Seventeen Thousand Four Hundred Ninety Four Only) from the Profits ofCurrent year 2018-19 to general reserve of the Company & outstanding amount in thegeneral reserve of the Company reduced to Rs.766.29 Lacs.

DIVIDEND

During the year the Company has earned inadequate profit and the Directors havedecided to Plough back profits for the expansion of business of the Company and hence nodividend could be recommended.

DEMATERIALIZATION OF EQUITY SHARES

The Company's equity shares are available for trading in the both Depository systemsthat is National Securities Depository Limited (NSDL) and the Central Depository Services(India) Limited (CDSL). The International Securities Identification Number (ISIN) allottedby NSDL and CDSL to RTCL Limited is INE754B01012 for the equity shares of your Company.The status of Equity Capital exists in Electronic Form and Physical Form as on March 31st2019 is as under:

Particulars Nos. of Shares Percentage
Electronic Mode
CDSL 761694 6.35%
NSDL 8769446 73.07%
9531140 79.42%
Physical Mode 2470030 20.58%
Total : 12001170 100.00%

EXTRACT OF ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inthe Form-MGT-9 is appended as ANNEXURE- I to the board report and copy of annualreturn 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 the Directors. Duringthe year Eight (8) Board Meetings and Four (4) Audit Committee Meetings were dulyconvened. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013. The Company has various committees which have been constituted as a part of thegood corporate governance practices and the same are in compliance with the requirementsof the relevant provisions of applicable laws and statutes.

The Board has constituted an Audit Committee consisting of Mr. Ajay Kumar Jain (DIN:00043349) Mr. Manoj Kumar Pandey (DIN: 00057386) Chairman Mrs. Chitranshi Tiwari (DIN:07145469) and Mr. Sunil Singh (DIN: 07558446). There have not been any instances duringthe year when recommendations of the Audit Committee were not accepted by the Board.

The other Committees of the Board are: i) Nomination and Remuneration Committee ii)Stakeholders' Relationship Committee / Stakeholders' Grievance Committee iii) RiskManagement Committee

The details with respect to the composition powers roles terms of referenceMeetings held and attendance of the Directors at such Meetings of the relevant Committeesare given in detail in the Report on Corporate Governance of the Company which forms partof this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended on 31stMarch 2019 the applicable accounting standards had been followed and no materialdeparture have been made from the same;

(ii) 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 profit of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) That the Directors have prepared the annual accounts for the financial year endedon 31st March 2019 on 'going concern' basis.

(v) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) The Directors had devised proper systems to ensure Compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS & KEY MANAGERIAL PERSONNEL

I. Mr. Ajay Kumar Jain (DIN: 00043349) CEO and the Whole-Time Director of theCompany will retire by rotation at the ensuing Annual General Meeting and beingeligible offer himself for reappointment.

II. Mr. Manoj Kumar Pandey (DIN: 00057386) has been re appointed as anIndependent Non Executive Director on 30.05.2016.

III. Mrs. Chitranshi Tiwari (DIN: 07145469) has been appointed as anIndependent Non Executive Director on 31.03.2015.

IV. Mr. Sunil Singh (DIN: 07558446) has been appointed as an Independent NonExecutive Director w.e.f. 09.07.2016.

V. Mr. Sunil Tandon (DIN: 02249543) has been appointed as a Chief FinancialOfficer in the Company w.e.f 08.04.2016.

VI. Mr. Vishal Saxena (DIN:01579368) has been appointed as company Secretaryand compliance Officer (W hole Time Key Managerial Personnel). w.e.f 01.01.2013

All the Independent Directors have given declarations that they meet the criteria ofindependence as lay down under Section 149(6) of the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Rules 2015. In the opinion of the Board theyfulfilled the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management. The declaration was placed before the boardfor their review.

POLICY ON DIRECTOR'S KMP's & OTHER EMPLOYEES:

The Company has adopted Governance Guidelines on Board's Effectiveness. The GovernanceGuidelines cover aspects related to composition and role of the Board Chairman andDirectors Board diversity definition of Independent Director Director Term retirementage and Committees of the Board. It also covers aspects relating to nominationappointment induction and development of Directors Director's Remuneration andSubsidiary oversight Code of Conduct Board Effectiveness Review and Mandates of BoardCommittees.

POLICY FOR NOMINATION AND REMUNERATION OF DIRECTORS:

The Nomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company. Boardcomposition 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 to evaluate theperformance of the Board on a periodic basis including each time a Director's appointmentor re-appointment is required or not. The Committee is also responsible for reviewing andvetting the CVs of potential candidate's vis--vis the required competencies and meetingpotential candidates prior to making recommendations of their nomination to the Board. Atthe time of appointment specific requirements for the position including expertknowledge expected is communicated to the appointee.

Criteria for Determining Qualifications Positive Attributes and Independence of aDirector:

The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 178 (3) of the Companies Act 2013 and Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Independence: In accordance with the above criteria a Director will be consideredas an 'Independent Director' if he / she meet with the criteria for 'Independent Director'as laid down in Section 149 of the Companies Act 2013 and Regulation 16(b) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Qualifications: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is alsoensured that the Board has an appropriate blend of functional and industry expertise.While recommending the appointment of a Director the Nomination and RemunerationCommittee considers the manner in which the function and domain expertise of theindividual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the CompaniesAct 2013 the Directors on the Board of the Company are also expected to demonstrate highstandards of ethical behaviour strong interpersonal and communication skills andsoundness of judgment. Independent Directors are also expected to abide by the 'Code ofIndependent Directors' as outlined in Schedule IV of the Companies Act 2013.

STATUTORY AUDITORS & AUDIT REPORT

M/s Saria Gupta & Co. (Firm Registration No.:003168N) Chartered Accountantsthe Statutory Auditors of the Company who was appointed on Twenty Third (23rd ) AnnualGeneral Meeting shall hold the office till the conclusion of 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 in equity shares(other then subsidiary associates and joint ventures) are recognized at a fair valuethrough Profit and Loss account or Fair value thought Other Comprehensive Income Howeverthe company has recognized the Non-current Investment in equity shares (other thansubsidiary associates and joint ventures) at Cost as appearing in the Standalone andConsolidated Balance Sheet as at March 31st 2019 and March 31st 2018 which constitutes adeparture from the AS-109 "Financial Instruments . Therefore Impact of financial onaccount of the difference between the fair value and the cost of Non- Current Investmentin the "Non Current Investment "Other Equity" and "OtherComprehensive Income" and "Deferred Tax" are not ascertainable.

b) Type of Audit Qualification: Departure from IND AS 109 with respect to fairvalue.

c) Frequency of qualification: Second Time.

d) For Audit Qualification(s) where the Impact is quantified by the auditor ManagementViews: No

e ) For Audit Qualification (s) where the Impact is not quantified by the auditor:

i. Management's estimation on the Impact of audit qualification: As perManagement estimate present cost of Financial Instruments represents the value close tofair 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.

ii. If management is unable to estimate the Impact reasons for the same: As perManagement estimate present cost of Financial Instruments represent fair the value closeto fair market value.

However Company is in the process to get fair market valuation done in due coursebeing 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 is not possible atpresent based on the Information and explanation provided by the management.

COST AUDITOR & COST AUDIT REPORT

Pursuant to Section 148 of the Companies Act 2013 the Company is not required toappoint cost auditor for the Financial Year ended 31st March 2019.

As per the Cost Audit Orders Cost Audit is not applicable on the Products and Businessof the Company for the Financial Year 2018-19.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with rule 9 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors of the Company had appointed M/s. Sushil Gupta & AssociatesCompany Secretaries Kanpur to undertake the Secretarial Audit of the Company for the yearended 31st March 2019.

SECRETARIAL AUDITOR'S REPORT & ANNUAL COMPLIANCE REPORT

The Secretarial Audit Report is annexed as ANNEXURE-III and Annual ComplianceReport as ANNEXURE-IIIA. The Secretarial Audit Report for the financial year ended on 31stMarch 2019 does not contain any qualification reservation adverse remark or disclaimer.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company has appointed Mr. Sandeep Kumar Saraogi Chartered Accountant(ACA-411706) as an Internal Auditor of Company to ensure compliances and effectiveness ofthe Internal Control Systems in place as per the decision taken during the financial year2018-19. During the year the Company continued to implement his suggestions andrecommendations to improve the control environment and his scope of work includes reviewof processes for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas. Internal Auditor findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efficiency in operations.

RELATED PARTY TRANSACTIONS

During the year the Company has not entered into Contract and Arrangement with theRelated Party which could be considered material in accordance with Related party policyof the Company on materiality of related party transaction and the applicable acts.Accordingly there are no transactions that are required to be reported in Form AOC-2 andin accordance with Section 188 of the Companies Act 2013 and Regulation 23 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and as such does notform part of the report.

The Company has adopted a Related Party Transactions Policy. The Policy as approved bythe 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 affecting the Financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the Financial statements relate and the date of Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134 of the Companies Act 2013 read with Rule 8of the Companies (Accounts) Rules 2014 is given below.

Conservation Of Energy:

The Company's operations involve low energy consumption. There are no major areas whereany energy conservation measure can be taken. However efforts are being made to conserveand optimize the use of energy wherever possible.

Technology Absorption:

The Company is in Trading and real estate Industry and therefore specific technologyabsorption adaptations and innovation will be taken care of/ implemented whereverrequired.

Foreign Exchange Earning & Outgo:

(i) Total Foreign Exchange earned: NIL

(ii) Total Foreign Exchange outgo: NIL

Research & Development:

Sr. No. Particulars Status
1. Specific areas in which Research and Development carried out by the Company NIL
2. Benefit derived as a result of the above Research and Development NIL
3. Future Plan of action NIL
4. Expenditure on Research and Development NIL

RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided in the report of Management Discussion andAnalysis Report.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company hereby confirms that the Provisions of Section135(1) of the Companies Act 2013 is not applicable on our Company. However theresponsibility of the Company is to make a positive impact on the communities in which thecompany does business through its support of select programs outreach efforts andinitiatives that improve and enhance the quality of life.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors has carried out anannual evaluation of its own performance the directors individually as well as theevaluation of the working of Board Committees. The Performance of the Committees wasevaluated by the Board after seeking inputs from the Committee members on the basis of thecriteria such as the Board composition of committees effectiveness of committee meetingsetc. The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report.

In a separate meeting of Independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors.

SUBSIDIARY COMPANY/ASSOCIATE COMPANY.

Pursuant to the Sub-Section (3) of Section 129 of the Act during the year underreview the Company has no Subsidiary Company whereas the Company has an AssociateCompanies:

S. No Name and Address of the Company CIN/GLN Holding/ subsidiary /Associate % of shares Applicable Section
1. Raghunath Builders Pvt. Ltd U70101DL1994PTC062202 Associate 31.11 2(6)
2. PJ Software Pvt. Ltd U65993UP1995PTC018915 Associate 42.38 2(6)

The statement containing the salient feature of the Financial Statement of theCompany's subsidiary or subsidiaries Associate Company or Companies and Joint Ventures orVentures given as AOC-1.

DEPOSITS

During the Period under review Our Company has not accepted any deposit falling withinthe ambit of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE.

There were no significant and material orders which were passed by the Regulator orCourts or Tribunals impacting the going concern status and Company's operations in future.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Your Company has an effective Vigil Mechanism system and W histle Blower Policy interms of Section 177 (9) of Companies act 2013 and Regulation 22 of SEBI (ListingObligations and disclosure Requirements) Regulations 2015 to provide a formal mechanismto the Directors and employees to report their concerns about unethical behaviour actualor suspected fraud or violation of the Company's Code of Conduct or ethics policy. ThePolicy provides adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee. The Policy on Vigil Mechanism and Whistle Blower Policy may be accessed on theCompany website at http:/ /www.rtcllimited.in/wbp.asp

PARTICULARS OF EMPLOYEES

The information require in Pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are provided in statement of particulars of employees is annexed as AnnexureII of the Annual Report.

The information required under sec 197(12) of the Companies Act 2013 read with rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is applicable and forms part of the Report.

However as per first proviso to section 136(1) of the Act and second proviso of Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the report and Financial statements are being sent to the members of the Company excludingthe statement of a particular of employees under rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014. Any member interested in obtaininga copy of the said statement may write to the Company Secretary at the Registered Officeof the Company and the said Annexure is also open for inspection at the Registered Officeof the Company.

TRANSFER OF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND

The Company did not have any fund lying unpaid or unclaimed for a period of last sevenyears. Therefore no funds are required to be transferred to Investor Education andProtection Fund (IEPF).

NOMINATION AND REMUNERATION POLICY

The Board of Directors of your Company has on recommendation of the Nomination &Remuneration Committee framed and adopted a policy for selection and appointment ofDirectors Senior Management and their remuneration. The contents of the policy are statedin the Corporate Governance Report.

CORPORATE GOVERNANCE

The Company has successfully implemented the mandatory provisions of CorporateGovernance in accordance with the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Separate Reports on Corporate Governance and ManagementDiscussion & Analysis are included in the Annual Report. Declaration by ChiefExecutive Officer of your Company confirming Compliance with the Code of Conduct by theBoard of Directors and Senior Management and Certificate dated 24th August 2019 of theSecretarial Auditors of your Company confirming the compliance of conditions of CorporateGovernance is also annexed thereto.

FAMILIARIZATION PROGRAM

Your Company for many years now has been familiarizing the Independent Directors onits Board with detailed presentations by its business functional heads on the Companyoperations strategic business plans new products and technologies including significantaspects of the Industry and its future outlook. Details of familiarization programsextended to the Non-executive & Independent Directors during the year are alsodisclosed on the Company website at the Web Linkhttp://www.rtcllimited.in/images/pdf/FP.pdf

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2) (e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Management Discussion and Analysis Report is enclosedas Annexure IV to the annual report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at workplace PreventionProhibition and Redressal Act 2013 and the Rules made there under. The Policy aims toprovide protection to employees at the workplace and prevent and redress complaints ofsexual harassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. The Company has alsoconstituted an Internal Complaints Committee known as the Prevention of Sexual Harassment(POSH) Committee to inquire into complaints of sexual harassment and recommendappropriate action.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2019-20 toBSE Limited where the Company's Shares are listed.

INDUSTRIAL RELATIONS

During the year under review your Company had cordial and harmonious industrialrelations at all levels of the Organization.

ACKNOWLEDGEMENTS

The Directors acknowledge with gratitude the co-operation and assistance received fromthe Government Banks Authorities and other Business Constituents. The Directors wouldalso like to thank the employees shareholders customers and suppliers for theircontinuous support given by them to the Company and their confidence in the Management.

For and on behalf of the Board

Sd/-

(Ajay Kumar Jain)

DIN: 00043349

Sd/-

Whole Time Director

DIN: 00057386

(Manoj Kumar Pandey)

Director

Date: 24th August 2019

Place: Kanpur

Annexure - II DETAILS PERTAINING TO REMUNERATION AS REQUIRED U/S 197(12) OF THECOMPANIES ACT 2013 READ WITH THE RULE 5(1) OF THE COMPANIES (APPOINTMENT &REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The Percentage increase in remuneration of each director and Company Secretary duringthe financial year 2018-19 ratio of the remuneration of each Director to the medianremuneration of the employees of the Company for the Year ended 2018-19 and the comparisonof the remuneration of Key Managerial Personnel against the performance of the Company areas under:

SR. No. Name Of Director /KMP and Designation Remuneration of Director/ KMP for the financial year 2018-19 % increase/ decrease in remuneration in the financial year 2018-19 Ratio of Remuneration of each director /to median of remuneration Employees
1. Mr. Ajay Kumar Jain 566200.00 2.54% 19.93%
(Whole Time Director)
2. Mr. Manoj Kumar Pandey Nil Nil Nil
(Chairman and Independent
Director)
3. Mrs. Chitranshi Tiwari Nil Nil Nil
(W oman Independent Director)
4. Mr. Vishal Saxena Nil Nil Nil
(Company Secretary)
5. Mr. Sunil Singh Nil Nil Nil
(Independent Director)
6. Mr. Sunil Tandon 614400.00 2.37% 1.13%
(Chief Financial Officer)

Comparison of the Remuneration of the KMP against the Performance of the Company:

Particulars (Amount in Rs.)
Aggregate remuneration of KMP's in Financial Year 2018-2019 1180600.00
Revenue 26962549.00
Remuneration of KMP's (as % of Revenue) 4.38%
Profit Before Tax (PBT) 13466338.00
Remuneration of KMP's (as % of PBT) 8.77

(i) There were 13 permanent employees on the rolls of the company during the year2018-19. (ii) In the Financial year there was increase of 2.61 % in the medianremuneration of the Employees.

(iii) Comparison of the remuneration of the key managerial personnel against theperformance of the Company.

The total remuneration of Key Managerial personnel had been increased by 2.42% lastyear whereas the Profit before tax increases by Rs.123.066 lakh in 2018-19.

(iv) Variation in the Market Capitalisation of the Company:

1. The Market Capitalisation as on 31st March 2019 was Rs. 5.41 crore whereas on31st March 2018 it was Rs.5.60 crore.

2. Price Earnings Ratio of the Company was as (0.09) at 31st March 2019 whereason 31st March 2018 it was 0.49.

3. Increase/ decrease over in the market quotations of the shares of the Company inComparison to the rate at which the Company came out with last public offer: The Companyhad come out with its IPO (Initial public offer on 9th Jan 1996. At that time themarket rate of the shares was Rs. 10.00 per share and during the 31st March2019 the market quotation of the shares was Rs. 4.51 per share. Thus itindicates fall in the growth rate of the Company by 54% since its inception.

(v) Average percentage increase made in the salaries of employees other than theManagerial personnel in the last financial year 2017-2018 was 13.8% whereasthe increase in the managerial personnel in the same financial year was 2.42 %.

(vi) The key parameters for the Variable Component of remuneration availed by thedirectors are considered by board of Directors on the recommendations of the Nominationand Remuneration Committee as per the Remuneration policy for Directors Key ManagerialPersonnel and Other Employees.

(vii) It is hereby affirmed that the remuneration is paid as per the remunerationpolicy for the Directors Key managerial Personnel and other employees.