Your Directors have the pleasure in presenting their 69th Annual Report on the businessand operations of your Company and the audited Financial Statements of your Company forthe year ended March 31 2017:
(Rs. In Lacs)
| ||2016-2017 ||2015-2016 |
|Total Income ||10974.43 ||14532.63 |
|Total Expenditure ||10740.94 ||14499.75 |
| ||233.49 ||32.88 |
|Add : || || |
|Exceptional Item ||0.00 ||236.84 |
|Profit Before Tax ||233.49 ||269.72 |
|Less : || || |
|Current Tax ||62.00 ||68.70 |
|Deferred Tax ||(14.82) ||(10.35) |
|FBT for earlier years ||0.16 47.34 || 58.35 |
|Profit After Tax ||186.15 ||211.37 |
|Add: Profit Brought Forward ||1210.57 ||999.20 |
|Balance Carried to Reserves & Surplus ||1396.72 ||1210.57 |
No material changes and commitments affecting the financial position of your Companyoccurred between the end of the Financial Year of your Company to which the FinancialStatements relate and the date of this Report.
There is no change in the nature of business of your Company.
The Board of Directors has proposed to retain the entire amount of profit of Rs. 1.86Crores in Reserves and Surplus as Credit Balance in the Statement of Profit & Loss forexpansion and further growth of the Company and therefore has not recommended payment ofany Dividend.
STATE OF THE COMPANY'S AFFAIRS OPERATIONAL REVIEW
During the year under review your Company's Net operating Revenue (excluding ExciseDuty and VAT) has fallen down to Rs 107.94 Crores from Rs 142.41 Crores over last year areduction of approx. 24%. Including other income total Revenue has fallen down by 24 %approx. from Rs 145.33 Crores in 2015-2016 to Rs 109.74 Crores in 2016-2017. Suchshortfall has arisen due to a variety of reasons. Prime amongst them has been thenon-lifting of Finished products by various Private Customers due to their poor financialhealth and delay in executing rural electrification projects.
Coupled with the above has been the upheavals and structural changes in the transformerindustry .This has been explained in greater detail in the Management and DiscussionAnalysis.
Despite its best efforts to reduce Inventory and Debtors this year saw an increase inboth from the last year. However even though this was the case the Company has stillendeavored to reduce its borrowing both secured and unsecured.
The Unsecured Loans of your Company have been reduced from Rs 5.37 Crores of last yearto Rs 4.71 Crores of this year. Your Company is committed to reducing its borrowings andalso to bring all external liabilities further down next year. This year your Company hasearned a Profit Before Tax of Rs 2.33 Crores as against Rs 2.70 Crores of last year. Theoperating Profit of the Company has increased from Rs 0.33 Crores to Rs 2.33 Crores anincrease of 610 % over last year.
Your Company continues to focus on Exports as a new growth engine for its operations.Although this year the Company's Export Sales has registered a nominal growth of about Rs45.47 lacs over last year with its increase from Rs 11.21 Crores in 2015-2016 to Rs 11.67Crores in 2016-2017 your Company is putting much thrust on Export Sales and expectsfurther increase in Export Sales in coming years. Along with this thrust on Exports theCompany has also made great efforts to change its customer profile in the last couple ofyears. From deriving more than 90% of its Sale from State owned Utilities the Company withgreat effort has changed its customer profile to a larger extent. Today the Companyderives only 30% of its Sales from Electricity Boards. EPC Contractors / Private CompanySales contributed more than 70 % of the total Sales of your Company in the current year.
However as in the past mushroom growth and unhealthy competition from variousTransformer manufacturing Units in unorganized sector is posing problems to organizedsector like your Company resulting in under utilization of production capacities andtherefore the selling prices are under pressure so are the lower margins.
The Paid-up Equity Share Capital and Noncumulative Non-convertible andRedeemable Preference Share Capital as on March 31 2017 was Rs. 8.17 Crores andRs. 7.50 Crores respectively. During the year under review your Company has notmade any further Issue of Shares. Your Company has so far neither issued Shares withdifferential voting rights nor granted Stock Options nor Sweat Equity Shares. Your Companyhas not made so far any Buy-back of its own Equity Shares
ENERGY CONSERVATION TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
Monitoring and control of consumption of sources of energy like power oil etc.continued to be a priority area of your Company. Energy conservation procedures also forman important part of your Company's operational practices. No alternative sources ofenergy has so far been utilized. There is no capital investment during the year underreview on energy conservation equipment.
Your Directors have nothing to report in the matter of Technology Absorption since yourCompany has neither hired nor imported any technology from outside sources. Your Companyhas no Research and Development (R&D) Department and has not spent any amount on R& D during the Financial Year. Your Company has achieved increased Export business andconsequently Foreign Exchange earnings (FOB) out of such Export business during this yearwas Rs 1166.96 Lacs (reflecting increase of 4 % over last year). The Foreign Exchangeoutgo during this year was as follows:
|Expenditure in Foreign Currency || |
|Foreign Travelling ||Rs. 11.74 Lacs |
|Bank Charges ||Rs. 1.25 Lacs |
| ||Rs. 12.99 Lacs |
The Board of Directors (the Board) of your Company consists of a balanced profile ofMembers specializing in different fields that enables the Board to address the variousbusiness needs of your Company while placing very strong emphasis on corporategovernance.
(a) Appointment /Resignation of Directors
There was no change in Directors of your Company during the year under review.
(b) Independent Directors
Your Company has at present two Independent Directors namely Sri Sardul Singh Jain(DIN 00013732) and Sri Alok Kumar Banthia (DIN 00528159) which meets the requirements ofboth the Companies Act 2013 (the Act) and the Rules made thereunder as well as theprovisions contained in Regulation 17(b) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as " Listing Regulations"). They are not liable to retire by rotation. YourCompany has received necessary declarations from the above mentioned Independent Directorsunder Section 149(7) of the Act confirming that they meet the criteria of independence asprescribed both under Sub-Section(6) of Section 149 of the Act and under Regulation 16(b)of the Listing Regulations.
(c) Re-appointment of Whole-time Director
The Board at its Meetings held on March 142017 and March 31 2017 has re-appointed SriRajendra Bhutoria (DIN : 00013637) as Whole-time Director of your Company for a furtherperiod of 3(three) years from April 1 2017 subject to the approval of Members. A SpecialResolution proposing his re-appointment and the payment of remuneration to him is includedas part of the Notice convening the forthcoming Sixty Ninth Annual General Meeting.
(d) Retirement of Director by rotation
As per the provisions of the Companies Act 2013 and the Articles of Association of theCompany Smt Rachna Bhutoria (DIN 00977628) Director of your Company will retire byrotation at the forthcoming Annual General Meeting and being eligible offers herself forre-appointment.
(e) Meetings of the Board and its Committees
The number and dates of Meetings of the Board and its Committees thereof and theDirectors' present therein have been given in the Report on Corporate Governance attachedherewith.
(f) Separate Meetings of Independent Directors
As per stipulation in Clause VII of the Code for Independent Directors in Schedule IVof the Companies Act 2013 and as per Regulation 25(3) of the Listing Regulations aseparate Meeting of the Company's Independent Directors was held on October 26 2016without the attendance of Non-Independent Directors and members of the Management toreview inter alia the performance of Non-Independent Directors and the Board as whole asper the criteria formulated by the Nomination and Remuneration Committee for evaluation ofperformance of Directors and Board of Directors.
They also assessed the quality quantity and timeliness of flow of information betweenthe Company Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
(g) Performance Evaluation of Independent Directors
The performance evaluation of Independent Directors was done by the entire Board ofDirectors as required under Regulation 17(10) of the Listing Regulations and as perstipulation in Clause VIII of the Code for Independent Directors in Schedule IV of theCompanies Act 2013 in its Meeting held on May 30 2016 excluding the IndependentDirector being evaluated as per the criteria formulated by the Nomination and RemunerationCommittee (NRC) for evaluation of performance of Independent Directors. On the basis ofthe Report of performance evaluation by the Board it shall be determined by NRC whetherto extend or to continue the term of appointment of Independent Directors.
(h) Annual Evaluation of Board its Committees and Individual Directors
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations the Boardhas carried out an annual evaluation of its own performance of each Board Memberindividually as well as the working of its Committees .
The manner in which the evaluation was carried out was as follows:
The Nomination and Remuneration Committee of your Company formulated and laid downcriteria for Performance Evaluation of the Board (including Committees) and every Director(including Independent Directors) pursuant to the provisions of Section 134 Section 149read with Code of Independent Directors (Schedule IV) and Section 178 of the CompaniesAct 2013 and Regulation 19(4) read with Part D of Schedule II of Listing Regulationscovering inter-alia the following parameters namely : i) Board Evaluation - degree offulfilment of key responsibilities; Board culture and dynamics. ii) Board CommitteeEvaluation - effectiveness of Meetings; Committee dynamics. iii) Individual DirectorEvaluation (including IDs) - contribution at Board Meetings /Committee Meetings.
Further the Chairman and Managing/Whole-time Director are evaluated on key aspects oftheir roles which include inter-alia effective leadership to the Board and adequateguidance to the Management team respectively.
Based on these criteria the performance of the Board various Board Committees viz.Audit Committee Stakeholders' Relationship Committee and Nomination and RemunerationCommittee and Individual Directors (including Independent Directors) was evaluated by theBoard and found to be satisfactory.
During the year under review the Independent Directors of your Company reviewed theperformance of Non Independent Directors and Chairman of the Company taking into accountthe views of Executive Directors and Non-Executive Directors.
Further the Independent Directors hold unanimous opinion that the Chairman and otherNon Independent Directors including Managing Director and Whole-time Director bring tothe Board abundant knowledge in their respective fields and are experts in theirrespective areas. Besides they are efficient dynamic matured practical and havesufficient knowledge of the Company. The Board as a whole is an integrated balanced andcohesive platform where diverse views are expressed and dialogued when required with eachDirector bringing professional domain knowledge to the table. All Directors areparticipative interactive and communicative.
The Chairman has abundant knowledge experience skills and understanding of theBoard's functioning possesses a mind for detail is meticulous to the core and conductsthe Meetings with poise and maturity.
The information flow between the Company's Management and the Board is complete timelywith good quality and sufficient quantity.
The following Policies of the Company are attached herewith marked as AnnexureC' and Annexure D' which have also been placed on the Company'sWebsite www.rtspower.com: (i) Policy for selection of Directors and determiningDirectors' independence; and (ii) Remuneration Policy for Directors Key ManagerialPersonnel and other employees.
KEY MANAGERIAL PERSONNEL
During the year there was no change in the Key Managerial Personnel of your Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 (the Act') and based uponrepresentations from the Management the Board to the best of its knowledge and beliefconfirms that: I. in the preparation of the Annual Accounts for the year ended March 312017 the applicable Accounting Standards have been followed and there are no materialdepartures from the same; II. the Directors have 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 as at March 312017 and of the Profit of the Company for the year ended on that date; III. the Directorshave taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of this Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities; IV. the Directors haveprepared the Annual Accounts of the Company on a going concern' basis V. theDirectors have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively ; and VI.the Directors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively .
A separate Report on Corporate Governance in format as prescribed in Part C of ScheduleV under Regulation 34(3) of the Listing Regulations forms a part of the Annual Report ofyour Company and is being attached hereto marked as Annexure- A' along withthe Auditors' Certificate on its compliance. A Report on Management Discussion andAnalysis as stipulated in the Part B of the said Schedule is also attached herewith markedas Annexure B'.
Your Company has not accepted any Deposit within the meaning of Sections 73 and 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
No loan or deposit has been taken or accepted from any Director of your Company.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Companies Act relevant dividend amounts whichremained unpaid or unclaimed for a period of seven years have been transferred by theCompany from time to time on due dates to the Investor Education and Protection Fund(IEPF). Pursuant to the provisions of Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has uploaded the details of unpaid and unclaimed amounts lying with the Company ason September 29 2016 (date of its last Annual General Meeting) on the Company's Websitewww.rtspower.com and has also filed Form No IEPF 2 on November 16 2016 with the Registrarof Companies West Bengal. Since the abovesaid last Annual General Meeting the Companyhas also transferred unpaid and unclaimed Dividend amount in respect of Final Dividend forthe Financial Year 2008-2009 to IEPF on November 152016 and filed Form No IEPF 1 with theRegistrar of Companies West Bengal following such transfers.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return as provided in Sub Section 3 of Section 92 of theCompanies Act 2013 and Rule 12(1) of the Companies (Management & Administration)Rules 2014 in Form MGT 9 is enclosed marked as Annexure E'.
AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS
M/s A .C. Bhuteria & Co Chartered Accountants (FRN 303105E) statutory Auditors ofthe Company (ACB) were re-appointed Auditors to hold office from the conclusion of SixtySixth Annual General Meeting (AGM) held on September 29 2014 till the conclusion of SixtyNinth AGM to be held on September 11 2017 subject to ratification by the Members at theSixty Seventh and Sixty Eighth AGM of the Company. As such ACB retires at the conclusionof Sixty Ninth AGM. In view of the provisions of Section 139 of the Act ACB can no morecontinue as the Company's Auditors. The Board upon the recommendation of the AuditCommittee has appointed in its Meeting held on June 15 2017 M/s Lodha & Co.Chartered Accountants (FRN 301051E) as Auditors for a period of five years from theconclusion of the Sixty Ninth AGM subject to the approval of the Members in the said AGM.The Board therefore recommends an Ordinary Resolution to this effect for approval of theMembers at the forthcoming Sixty-Ninth AGM.
The Notes on Financial Statements of the Company referred to in the Auditors' Reportare self-explanatory and do not call for any further comments by the Board .The Auditors'Report does not contain any qualification reservation or adverse remark.
Pursuant to the provisions of Section 143(12) of the Companies Act2013 the Auditorshave not reported any incident of fraud to the Audit Committee during the year underreview.
The Board has re-appointed on the recommendation of the Audit Committee M/s K.S.Bothra & Co Chartered Accountants (FRN 304084E) as Internal Auditors of your Companyto conduct Internal Audit of the functions and activities of your Company for theFinancial Year 2017-2018.
Pursuant to Section 148 of the Companies Act2013 the Companies (Audit and Auditors)Rules 2014 and the Companies (Cost Records and Audit) Amendment Rules 2014 the Board ofDirectors of your Company on the recommendation of the Audit Committee has appointed M/sK.G.Goyal & Associates (FRN 000024) as Cost Auditors of your Company with dueinformation to the Central Government by way of filing the prescribed Form No CRA 2 onJune 7 2017 for conducting audit of cost records of your Company for the Financial Year2017-2018 subject to ratification of their remuneration as approved by the Board on therecommendation of the Audit Committee by the Members of the Company in its ensuing AnnualGeneral Meeting
The Board has appointed Sri Manoj Prasad Shaw Proprietor of M/s Manoj Shaw & Co.Practicing Company Secretary (FCS No 5517 C.P. No 4194) to conduct Secretarial Audit forthe Financial Year 2016-2017.
The Secretarial Audit Report for the Financial Year ended March 31 2017 in theprescribed Form No MR3 is annexed herewith pursuant to Section 204(1) of the CompaniesAct 2013 and Rule 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 marked as Annexure F' to this Report.
The Management has taken a note of the observation made by the Secretarial Auditor forthe delay of 10 days in filing of disclosure under Regulation 27(2) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 for disclosing a quarterlycompliance report on Corporate Governance for quarter ended 30th September 2016 andassured for future compliance.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEE GIVEN AND SECURITIES PROVIDED
The Company has neither given any Loan and Guarantee nor provided any security in termsof Section 186 of the Companies Act 2013.
Your Company has invested Rs 665675/- for purchase of 66400 Equity Shares of Rs10/-each of Bhutoria Brothers Private Limited during the period under review.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Particulars of all contracts/ arrangements/transactions entered into by the Companyduring the Financial Year with related parties referred to in Sub-Section (1) of Section188 of the Companies Act 2013 are given in Form AOC 2 as prescribed in Rule 8(2) of theCompanies (Accounts) Rules 2014 annexed herewith and marked as Annexure G'.During the year the Company has not entered into any contract/ arrangement/transactionwith any related parties which could be considered material in accordance with the Policyof the Company on materiality of the related party transactions. The Policies onmateriality of related party transactions and dealing with related party transactions asapproved by the Board may be accessed on the Company's Website at the linkwww.rtspower.com Your Directors draw attention of the Members to Note No 39 to theFinancial Statements which sets out related party disclosures.
A Statement in summary form of transactions with related parties in the ordinary courseof business has been periodically placed before the Audit Committee and the Board ofDirectors for its approval before entering into such transactions or making any amendmentthereto during the year under review. For the current Financial Year 2017-2018 the AuditCommittee has given omnibus approval of related party transactions to be entered into bythe Company on the basis of criteria laid down by it and approved by the Board ofDirectors. The Audit Committee reviews on a quarterly basis the details of related partytransactions entered into by the Company pursuant to each of the omnibus approval given byit. All such related party transactions for which omnibus approval has been given by theAudit Committee has also been subsequently approved by the Board for the current FinancialYear 2017-2018.
SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY
Your Company does not have any Subsidiary Joint Venture and Associate Company duringthe year under review.
As mentioned in the last year's Directors' Report both Blue Nile Projects Limited HongKong and ABAY Energy Private Limited Company Ethiopia have ceased to be SubsidiaryCompany and step-down Subsidiary Company respectively of your Company on July 27 2015.
Therefore consolidated Financial Statements of the Company and its abovesaid twoSubsidiaries for the year ended March 31 2017 need no more be prepared and thus will notform part of the Annual Report this year unlike previous years.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1)of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended by the Companies (Appointment andRemuneration of Managerial Personnel)Amendment Rules 2016 (the Rules) are provided in AnnexureH'.
Further the information as required pursuant to Rule 5(2) and 5(3) of the said Rulesalso forms a part of this Annual Report. However as per the proviso to Section 136(1) ofthe Act this Annual Report is being sent to all the Members of your Company excluding theabovesaid information. The said information is available for inspection by Members at theCompany's Registered Office during working hours upto the date of the Annual GeneralMeeting. Any Member interested in obtaining such information may also write to the CompanySecretary at the Registered Office of the Company.
The Audit Committee of the Board of Directors constituted in terms of Regulation18 ofthe Listing Regulations and Section 177 of the Companies Act 2013 read with Rule 6 of theCompanies (Meetings of Board and its Powers) Rules 2014 has been functioning in yourCompany for a long time.
As on the close of business on March 31 2017 the Audit Committee comprises of twoNon-Executive Independent Directors Sri S. S. Jain and Sri Alok Kumar Banthia and oneExecutive Non-Independent Director Sri R. Bhutoria Vice Chairman & Whole-timeDirector of your Company. Sri S.S.Jain is the Chairman of the Committee who also chairedthe Annual General Meeting of your Company held on September 29 2016. All the Members ofthe Committee are financially literate and have accounting or related financial managementexpertise.
The Company's Accounts personnel and representatives of the statutory Auditors as wellas Internal Auditors and Cost Auditors are invitees in most of the Meetings of the AuditCommittee. Mr. J. Biswas Company Secretary acts as the Secretary of the Committee. Allrecommendations of the Audit Committee were duly accepted by the Board and there were noinstances of any disagreements between the Committee and the Board.
A Vigil Mechanism which also incorporates a Whistle Blower Policy in terms of theListing Regulations has been established for Directors Employees and Stakeholders toreport their genuine concerns about unethical behaviour actual or suspected fraud orviolation of the Company's code of conduct or ethics policy or grievances in accordancewith the provisions contained in Section 177 of the Companies Act 2013 read with Rule 7of The Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of theListing Regulations. Such Vigil Mechanism provides for adequate safeguards againstvictimization of Directors Employees and Stakeholders who avail of the Vigil Mechanismand also provides for the direct access to the Chairman of the Audit Committee inappropriate or exceptional cases.
The Audit Committee as formed above oversees the Vigil Mechanism and should any ofthe Members of the Committee have a conflict of interest in a given case they shouldrecuse themselves and the others on the Audit Committee would deal with the matter onhand.
Details in this regard have been disclosed in the Company's Website at the link:www.rtspower.com
CORPORATE SOCIAL RESPONSIBILITY POLICY
Your Company has not developed and implemented any Policy on Corporate SocialResponsibility initiatives as the relevant provisions of the Companies Act 2013 and theRules framed thereunder are not applicable to your Company.
RISK MANAGEMENT POLICY
Keeping in view of the nature of industry in which your Company is engaged yourCompany has all along been conscious of the risk associated with the nature of itsbusiness. Senior Management personnel carried out risk identification risk assessmentrisk treatment and risk minimization procedures for all functions of the Company whichare periodically reviewed on an ongoing basis and Board Members are informed about allthese from time to time to ensure that executive management controls risk through means ofa properly defined framework. The Board of Directors is overall responsible for framingimplementing and monitoring the Company's systems for risk management.
The Board of Directors also oversees that all the risks that the organization facessuch as strategic financial credit marketing liquidity security property goodwillIT legal regulatory reputational and other risks have been identified and assessed andexecutive management keeps a vigil on such risks so that it can be addressed properly assoon as possibility of occurrence of any one of such risks arises.
ADEQUACY OF INTERNAL FINANACIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Your Company has in all material respects an adequate internal financial controlsystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 312017 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia . Your Company's internal control structure showed no reportable material weakness.
No significant and material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and the Company's operations in future.
Your Directors state that during the year under review there was no case filedpursuant to The Sexual Harassment of Women at the Workplace (Prevention Prohibition andRedressal) Act2013.
Your Directors take this opportunity to express their whole-hearted appreciation forthe unstinted support and co-operation received from Banks State Electricity BoardsGovernment and Semi Government Authorities Power Utilities other customers vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the sincere and devoted services that the ExecutivesStaffs and Workers at all levels have rendered to your Company.
|Registered Office : ||For and on behalf of the Board of Directors |
|56 Netaji Subhas Road 2nd Floor ||S. S. JAIN |
|Kolkata - 700001 ||Chairman |
|Dated : August 1 2017 ||DIN : 00013732 |