Rudra Global Infra Products Limited
Your Directors are delighted to present Ninth Annual Report on the business andoperations of your Company together with the Audited Financial Statement of the companyfor the financial year ended March 31 2019.
1. FINANCIAL PERFORMANCE;
A summary of the Companys Financial Results for the Financial Year 2018-19 is asunder:
| ||Standalone ||Consolidated |
|RESULTS ||March 312019 ||March 31 2018 ||March 312019 ||March 31 2018 |
|Total Revenues ||56260.41 ||39727.60 ||56256.40 ||39727.60 |
|Total Expenditure except Dep. & Financial Cost ||52505.12 ||36817.31 ||52505.66 ||36817.58 |
|Profit before Depreciation Financial Cost & Tax ||3755.29 ||2910.29 ||3750.74 ||2910.02 |
|Depreciation and Amortization ||463.66 ||434.42 ||463.82 ||434.42 |
|Profit before Financial Cost & Tax ||3291.63 ||2475.87 ||3286.92 ||2475.60 |
|Financial Cost ||735.25 ||702.46 ||735.34 ||702.47 |
|Profit before Tax ||2556.38 ||1773.41 ||2551.58 ||1773.13 |
|Less: Taxation ||981.40 ||645.48 ||981.44 ||645.48 |
|Profit after tax for the year ||1574.98 ||1127.93 ||1570.14 ||1127.65 |
2. RESULTS OF OPERATIONS;
During the financial year 2018-19 your company reported growth in revenue fromoperation of 40.68 % over the previous year. At Standalone level the Revenue fromoperation stood at Rs. 55725.43 Lakh during the year under review as compared to revenueof Rs. 39609.27 Lakh in the previous financial year. The Net Profit for year the stood atRs. 1574.98 Lakh as against Rs. 1127.93 Lakh in the previous year;
To conserve resources for future prospect and growth of the Company your Directorsregret to declare Dividend for the Financial Year 2018-19.
4. TRANSFER TO RESERVES;
During the financial year 2018-19 the Company propose to transfer Rs. 1574.98 Lakhto the General Reserve out of amount available for appropriation and an amount of Rs3939.40 Lakh is proposed to be retained in the profit & Loss account;
5. SHARE CAPITAL;
The paid up share capital of the company as on March 31 2019 stood at Rs. 24.09Crores. During the year under review company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity. As on March 31 2019none of the Directors of the Company hold instruments convertible into equity shares ofthe Company;
Note:-Events occurred after the end of Financial Year but before the date of AGM;
a.) Company has Raised Authorised Share Capital from Rs. 25.00 Crore to Rs. 25.50 Croreof the Company and same has been approved by Members in their meeting held on June 252019.
b.) Company has Passed Special Resolution in the meeting of the Members held on June25 2019 to issue 10 Lakh Equity Shares on the Preferential basis;
6. LISTING OF SHARES;
All the equity shares of Company are listed on the BSE Limited 25th Floor P.J.Towers Dalal Street Mumbai 400 001 and listing fees for the year 2018-19 has beenpaid.
7. DEMATERIALIZATION OF SHARES;
The Company executed Tripartite Agreement dated June 16 2015 with thedepositories national Securities Depository Limited and Central Depository Service(India) Limited for providing Demat facility to its Shareholders. For the purpose thecompany has appointed Karvy Computershare Pvt. Ltd (Current Name: - KarvyFintech Private Limited) registrar and Share Transfer Agent.
8. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS;
The Management has taken various measures to control the cost and to increase theturnover and profitability and are hopeful barring unforeseen circumstances to achievebetter results. Company has also explored new area of Business and started trading ofCements. Further Company has taken Revolutionary steps and started new Concept"Rudra Mart" a Place where all Products and Materials related to Constructionare available. Currently "Rudra Mart" is working in the area of Ahmadabad whichwill be extended to whole Gujarat within short span.
For above purpose; Company has altered its object Clause of Memorandum of Associationof the Company and same has been approved by Members through postal Ballot on May 102018.
9. CORPORATE GOVERNANCE
Detailed Corporate Governance Report of the Company regarding Compliance of theConditions of Corporate Governance pursuant to SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed herewith as an "Annexure-I.
Your Company has not accepted any deposits within the meaning of Section 73 of thecompanies Act 2013 and read with Companies (Acceptance of Deposits) Rules 2014.
11. DIRECTORS RESPONSIBILITY STATEMENT;
To the best of their knowledge belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:
a) In the preparation of the annual accounts for the financial year 2018-19 theapplicable accounting standard have been followed and that no material departures havebeen made from the same.
b) They have selected such accounting policies and applied them consistently and madejudgments and estimate that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at th end of the financial year and of thestatement of profit and loss of the company for the financial year.
c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordanc with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventin and detecting fraud and otherirregularities.
d) They have prepared the annual accounts on a going concern basis.
e) They have laid down internal financial controls for the Company and such internalfinancial controls a adequate and operating effectively; and
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and suc systems are adequate and operating effectively.
12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT;
Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 Report on Management Discussion and Analysis Report is annexed herewithas an "Annexure- II".
13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO;
The information on conservation of energy technology absorption and foreignexchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of theCompanies (Accounts) Rules 2014 is annexed herewith as an Annexure III to thisReport.
14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES;
In accordance with the requirements of Section 135 of Companies Act 2013 theCompany has constituted a Corporate Social Responsibility Committee. The composition andterms of reference of the Corporate Social Responsibility Committee is provided in theCorporate Governance Report.
The Company has also formulated a Corporate Social Responsibility Policy. Annual reporton CSR activities as required under the Companies (Corporate Social Responsibility Policy)Rules 2014 has been appended as Annexure-IV to this Report.
15. BOARD EVALUATION;
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Companies Act2013 and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 in the following manners;
o The performance of the board was evaluated by the board after seeking inputs fromall the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.
o The performance of the committees was evaluated by the board after seeking inputsfrom the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.
o The board and the nomination and remuneration committee reviewed the performance ofthe individual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.
o In addition the chairman was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held to evaluate the performance ofnon-independent directors performance of the board as a whole and performance of thechairman taking into account the views of executive directors and non-executivedirectors. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated.
16. CHANGE IN NATURE OF BUSINESS;
There is no change in nature of business of the Company during the year underreview but your board of directors are delighted to inform you all that the Company hasexpanded its products and entered in the Business of Trading of Cement as mentioned inpoint No. 8 Review Of Business Operations And Future Prospects; and for that necessaryapproval from members of the Company had been take Members of the Company have given theirconsent for Alteration in Object Clause through Postal Ballot and Same was approved byRegistrar of Companies Gujarat on May 28 2018.
17. EXTRACT OF ANNUAL RETURN;
The extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section92 (3) read with Rule 12 of the Companies (Management and administration) Rules 2014 isfurnished herewith as "Annexure V" and is attached to this Report.
18. SIGNIFICANT AND MATERIAL ORDERS;
There is no significant or material order passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL;
|Sr. No. ||Name of Director ||Designation |
|1. ||Mr. Ashok Kumar Gupta ||Chairman and Director |
|2. ||Mrs. Shamarani Gupta ||Woman Director |
|3. ||Mr. Nikhil Gupta ||Managing Director |
|4. ||Mr. Vikram Shah ||Independent Director |
|5. ||*Mr. Himanshu Desai ||Independent Director |
|6. ||Mr. Vinodkumar Jangid ||Independent Director |
|7. ||Mr. Arvind Jejurikar ||Chief Financial Officer (CFO) |
|8. ||Mr. Vivek Tyagi ||Chief Executive Officer (CEO) |
|9. ||Mr. Vimal Dattani ||Company Secretary |
a.) Mr. Nikhil Gupta has been Re-Appointed as a Managing Director for five years w.e.fMay 16 2018 by Members through Postal Ballot.
b.) Mr. Vivek Tyagi has been appointed as a Chief Executive Officer (CEO) by Board ofDirectors in their meeting held on September 10 2018.
c.) Event occurred after the end of Financial Year but before the date of AGM.
1.) *Mr. Himanshu Desai an Independent Director of the Company has tendered hisresignation w.e.f. August 01 2019.
2.) In accordance with the provisions of section 152 of the Companies Act 2013 and theAOA of the Company Mr. Ashokkumar Gupta (DIN:- 00175862)director retiring by rotation in the ensuing Annual General Meeting being eligibleoffered himself for the reappointment.
20. MEETING OF THE BOARD AND AUDIT COMMITTEE;
The details of the number of Board and Audit Committee Meetings of your Company areset out in the Corporate Governance Report which forms part of this report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013; During year under review Particulars of Loan Guarantees orinvestment made under section 186 of the Companies Act 2013 is mentioned in balance Sheetof the Company.
22. STATUTORY AUDITORS AND AUDITORS REPORT;
As per the provisions of the Act the period of office of P. D. Goplani &Associates Chartered Accountants Statutory Auditors of the Company expires at theconclusion of the ensuing Annual General Meeting.
It is proposed to appoint M/s. J. Vageriya & Associates CharteredAccountants and M/s. Sunil dad & Co. Chartered Accountants as Joint Auditorsof the Company for a term of 5 (five) consecutive years. M/s. J. Vageriya &Associates Chartered Accountants and M/s. Sunil dad & Co. CharteredAccountants have confirmed their eligibility and qualification required under the Act forholding the office as Statutory Auditors of the Company.
The Report given by the Auditor on the financial statements of the Company is part ofthe Annual Report There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
M/s Diwanji & Company Cost Accountants carried out the cost audit forapplicable business during the year. The Board of Directors has appointed M/s. Diwanji& Company Cost Accountants for the financial year 2018-19.
Company has Maintained Cost record and conducted cost audit as specified by CentralGovernment under Section 148 (1) of Companies Act 2013.
23. SECRETARIAL AUDITORS AND REPORT;
Pursuant to provision of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Mr. Nandish S. Dave a whole time Company Secretary in practice having MembershipNo. A37176 and COP No. 13946 to undertake the Secretarial Audit of the Company.
As required under section 204(1) of the Companies Act 2013 the Company has obtained aSecretarial Audit Report. The Secretarial Audit report is annexed herewith as"Annexure VI-A" The Report doesnt contain any qualification.
Further as per Regulation 24A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and necessary amendments thereto every listed entity andits material unlisted subsidiaries incorporated in India is required to submitAnnual Secretarial Compliance Report to the concern stock exchange within 60 days from theclosure of respective financial year regarding the status of compliances done by thelisted entity as prescribed under SEBI (LODR) Regulations 2015. Same has been annexedherewith as "Annexure VI-B"
There is no disqualification reservation or adverse remarks or disclaimers in thereports of Secretarial Auditors that requires clarification or explanations.
24. TRANSACTIONS WITH RELATED PARTIES;
The related party transactions have been disclosed in the financial statements asrequired under Ind-As Related Party Disclosures specified under Section 133 of the Actread with Rule 7 of the Companies (Accounts) Rules 2014.
Further Contracts or arrangements made with related parties as defined under Section188 of the Companies Act 2013 during the year under review mentioned in AOC-2 enclosed asan Annexure VIII
Note: As per Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2018 (Amendment) the company has also filed the Related Party Transactionswith the stock exchange for the half year ended on March 31 2019.
25. MATERIAL CHANGES AND COMMITMENTS;
There are no material changes and commitments affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statement relates and the date of this report
26. INVESTOR COMPLAINTS AND COMPLIANCE;
All the investor complaints are duly resolved and as on date no complaints arepending.
27. INTERNAL CONTROL;
The Company has set up adequate internal controls to ensure operational efficiencysafety of assets and efficient financial management. The Audit Committee of the Boardreviews the internal controls and audit reports regularly. There is a Managing Committeeconsisting of senior functional heads and the Managing Director that meets periodically toreview overall operations of the Company.
28. RISK MANAGEMENT POLICY;
Pursuant to section 134(3) (n) of the Companies Act 2013 the Board of directorsof the Company has adopted a Risk management Policy of the Company. The Company iscommitted to identifying and managing risk in a manner appropriate to achieve itsobjectives.
This Policy intends to cover concerns that could have serious impacts on theoperational and financial performance of the Company. The scope of the policy is toidentify assess and treat the risks associated with the Company and building frameworkand risk management programs reviewing of the effectiveness of such programs andcollectively to achieve the target of the Company.
29. WHISTLE BLOWER POLICY;
The Company has adopted Vigil Mechanism/ Whistle Blower Policy.
The details of the Whistle Blower Policy of your Company are set out in the CorporateGovernance Report which forms part of this report.
30. PREVENTION OF INSIDER TRADING;
The Company has adopted a Code of Conduct for Prevention of Insider Trading with aview to regulate trading in securities by the Directors and designated employees of theCompany. The details of the Code of Conduct for Prevention of Insider Trading are set outin the Corporate Governance Report which forms part of this report.
Note: During the year under review the company has approved and adopted new set ofpolicies on Disclosure of Unpublished Price Sensitive Information which is effective fromApril 01 2019 and hosted the same on the website of company i.e. on www.rudratmx.com.
31. ENVIRONMENT MANAGEMENT SYSTEMS (EMS);
Our manufacturing sites and raw material locations in factory have implementedenvironmental management systems certified to ISO 14001. The Raw Material Division has aformal Quality Environment and Occupational Health and Safety (QEHSM) management system.Reviews and audits are conducted at fixed intervals to achieve continual improvement. Incase of a breach in environmental norms the incident is investigated to establish theroot cause and implement corrective actions to ensure it is not repeated.
32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDERESSAL) ACT 2013; The Company has zero tolerance for sexual harassment atworkplace and has adopted a policy on prevention prohibition and Redressal of sexualharassment at workplace in line with the provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder. During the financial year 2018-19 the Company has not received any complaints onsexual harassment.
33. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR; Company has one subsidiary as onMarch 31 2018. There is no associates company and Joint Venture Company within meaning ofSection 2 (6) of the Companies Act 2013.
RUDRA AEROSPACE & DEFENCE PRIVATE LIMITED.
It was incorporated in the month of November-2017 engaged in the business ofproduction of Investment precision Casting Products. It is the first year and the companyis under project implementation. Statement on Subsidiary is annexed as Annexure
34. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS;
During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.
35. PARTICULARS OF REMUNERATION;
The policy on Directors appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Director and alsoremuneration for Key Managerial Personnel and other employees forms part of CorporateGovernance Report of this Annual Report.
36. PARTICULARS OF EMPLOYEE;
The ratio of the remuneration of each whole-time director to the median ofemployees remuneration as per Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed to this Report as Annexure XI.
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect employees ofthe Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees particulars which is available for inspection by themembers at the Registered office of the company during business hours on working days ofthe company up to the date of ensuing Annual General Meeting. If any member is interestedin inspecting the same such member may write to the company secretary in advance.
There is no employee in the Company in receipt of remuneration aggregating more thanRs. 6000000 per annum being employed throughout the financial year and Rs. 500000 ormore per month being employed for part of the year.
Your directors place on record their appreciation for co-operation and supportextended by the Banks Shareholders RTA and Traders for their continued support extendedto the Company at all times. The Directors further express their deep appreciation to allemployees for high degree of professionalism and enthusiastic effort displayed by themduring the year.
| ||By behalf of the Board of Directors || |
| ||RUDRA GLOBAL INFRA PRODUCTS LIMITED || |
| ||Ashokkumar Gupta ||Nikhil Gupta |
|Place:- Bhavnagar ||Chairman & Director ||Managing Director |
|Date:- September 01 2019 ||DIN:-00175862 ||DIN:- 01069514 |