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Directors Report of RDB Rasayans Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Twentieth Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY

Year ended Year ended Particulars 31.03.2015(Rs.) 31.03.2014(Rs.)

Revenue from operations 678,627,971 734,466,067

Other Income 90,396,776 4,656,885

Profit before Interest, 114,466,232 58,309,235 Depreciation & Tax Less: Interest 12,580,718 15,529,948

Less: Depreciation 8,924,521 18,262,895

Profit before taxation 92,960,993 24,516,392

Less: Provision for current tax, deferred tax and tax adjusted for earlier year 28,116,819 8,124,414

Profit/(Loss )after tax 64,844,174 16,391,978

Add: Balance brought forward 42,660,540 36,699,700 from last year

Balance available for 1,07,504,714 53,091,678 appropriation

Less: Appropriations

a. Proposed dividend 8,857,400 8,857,400 on equity shares

b. Dividend Distribution 1,813,523 1,573,738 Tax thereon

Balance carried to 96,833,791 42,660,540 Balance Sheet

Transfer to Reserve

During the year under review, no amount was transferred to General Reserve.

Performance Review

Financial year 2014-15 was a very challenging one. Persistent recession in the global and domestic market reduced demand of packaging material. Fierce business competitions lead to reduction in the price of finished products which resulted reduction of net turnover from Rs.7344.66 lakhs to Rs. 6786.27 lakhs. Despite this constraints and challenges the Company's net profit after tax increased from Rs.163.92 lakhs to Rs.648.44 lakhs primarily due to recognition of interest income accounted for pursuant to SEBI direction and the guidelines prescribed under AS-9 with regard to revenue recognition.

Dividend

Your Directors have recommended a dividend of Rs. 0.50 per equity share for the financial year ended 31st March, 2015 subject to the approval of members in the ensuing Annual General Meeting. The total dividend pays out (including dividend tax) for the year under review is Rs.10,670,923.

The dividend will be paid on or before 3rd October, 2015 to those members, whose names appear in the Register of Members as on 27th August, 2015.

Change in Nature of Business

There has been no change in nature of business during the F.Y 2014-15.

Significant and Material Orders passed by the Regulators/Courts/Tribunals

SEBI vide Order dated 06th August, 2014 imposed a consolidated penalty of ' 3 crore on Mr Sunder Lal Dugar (Ex-Director and Chairman), Mr. Sandeep Baid(Whole Time Director), Mr. Prabir Kumar Sarkar, Mr. Mahendra Pratap Singh and Mr. Sachin Sridhar(Ex-Director) and an additional penalty of '5 lakh on Mr. Sandeep Baid (Whole time Director). All the Directors filed an appeal against the SEBI order in the SAT.

Investigation by SEBI on public offer has been completed .SEBI has issued an Order dated 19th December, 2014, under section 11(1), 11(4), and 11B of the SEBI Act, 1992 with respect to the ad interim ex parte Order dated 28th December, 2011. The said Order dated 19.12.2014 issued the following direction-

i. Prohibited the Company and Mr.Sunder Lal Dugar, Mr. Shanti Lal Baid and Mr. Sandeep Baid from buying, selling or dealing in securities in any manner whatsoever, for the period of four years. The period of prohibition already undergone by them pursuant to the above interim order shall be taken into account for the purpose of computing the period of prohibition imposed in the order.

ii. Subject to the applicable provisions of Companies Act, 1956 and Companies Act, 2013, RDB Rasayans shall utilize the funds raised in the IPO and lying in the escrow account for purposes disclosed in its Prospectus.

The matter in respect of Special Leave Petition filed by SEBI challenging the interim Order of Calcutta High Court granting withdrawal of funds was disposed off by the Hon'ble Supreme Court on the basis of Joint petition and consent order filed by the SEBI and the Company on 22.09.2014.

In view of the consent Order passed by the Supreme Court of India by its Order dated 22nd September, 2014, the Writ Petition W.P. No. 1971 (W) of 2012 filed by the Company with respect to ad interim ex-parte Order dated December 28, 2011 passed by Securities And Exchange Board of India (SEBI) has been disposed off as withdrawn by Hon'ble Calcutta High Court on 18.12.2014.

The utilization of IPO proceeds as on 31.03.2015 has been reported under Note No. 2.1(h) in Notes to the accounts.

Material Changes and Commitments after the Balance Sheet Date

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Details of Directors or Key Managerial Personnel including those who were appointed or have resigned during the year

* Independent Directors

At the Annual General Meeting held on 5th September, 2014, the existing Independent Directors, Mr. Mahendra Pratap Singh, Mr. Prabir Kumar Sarkar and Mr. Sharad Bachhawat were appointed as Independent Directors under section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement for a period of (5) five years upto 31st March, 2019.

Consequent to the demise of Mr Prabir Kumar Sarkar on 11.04.2015, the Board recommended the appointment of Mr. Abhay Bharat Kumar Doshi as Additional Independent Director of the Company w.e.f 28.05.2015 subject to approval of the shareholders of the Company in the ensuing Annual General Meeting.

* Statement on Declaration given by Independent Directors under sub- section (6) of Section 149

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

* Familiarization Programme undertaken for Independent Directors

The Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program on the Company's operations, marketing, finance and other important aspects. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The familiarization program is available on the Company's website under the weblink: www.rdbgroup.in. / investorrelations.asp.

* Non-Independent Director

During the year under review, Ms Kusum Devi Dugar, spouse of Mr. Sundar Lal Dugar, was inducted as woman director of the Company. Ms Kusum Devi Dugar resigned and Ms Pragya Baid, spouse of Mr. Sandeep Baid was appointed as woman Director w.e.f 15.07.2014.

* Retirement by Rotation

As per the provisions of Section 152(6) (c) of the Companies Act, 2013, Mr. Shanti Lal Baid retires by rotation, and being eligible, offers himself for re-appointment. In view of his considerable experience and contribution to the Company, your Directors recommend his re- appointment.

A brief resume of the Directors proposed to be appointed along with additional information pursuant to clause 49 of the Listing Agreement is provided in the notice of Annual General Meeting

* Key Managerial Personnel

Mr. Bidhan Neogi is the Chief Financial Officer of the Company. Ms Swati Agarwal resigned as Company Secretary w.e.f 14.02.2015 and Ms Mausami Das has been appointed as Company secretary w.e.f 28.05.2015.

* Board Evaluation

Pursuant to the provisions of section 134 of the Companies Act, 2013 and Clause 49 of the Listing Agreement the Board has carried out an annual performance evaluation of its own performance, that of its Committees and the Directors individually. Each of the directors are required to evaluate the effectiveness of the Board as a whole and committees and Board (excluding the one being evaluated) further evaluate the performance of each Directors, based on the feedback forms.

The Directors expressed their satisfaction over the evaluation process and results thereof.

Directors' Responsibility Statement

Pursuant to section134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the statement of profit of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Industrial Relations and Human Resource Management

Your Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

The Company is constantly working to create a congenial work environment and motivating employees at all levels and shall always place all necessary emphasis on continuous development of its human resources.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock exchange is presented in a separate section forming part of the Annual report.

Corporate Governance Report

As required by Clause 49 of the Listing Agreement with the Stock exchanges, the Corporate Governance Report and the Auditor's certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report.

CEO /CFO Certification

The CEO/CFO certificate on the financial statements of the Company as required under Clause 49 of the Listing Agreement forms part of the Annual Report.

Subsidiaries

The Company does not have any subsidiary during the year under review.

Statutory Auditors

M/s. S M Daga & Co, Chartered Accountants was appointed as Statutory Auditors of the Company for a period of 2 years pursuant to section 139(2) of the Companies Act 2013 and rules made thereon in the Annual General Meeting held on 5th September 2014, subject to annual ratification by members. Accordingly a resolution seeking member's ratification for the appointment of M/s. S M Daga & Co as statutory Auditor for the F.Y. 2015-2016 is included in the Notice convening the Annual General meeting. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Auditors' Observations

There are no reservations, qualifications or adverse remarks contained in Auditors' Report attached to the Balance sheet as at 31st March, 2015

Cost Audit

As per the Companies (Cost Records & Audit) Amendment Rules, 2014 dated 31st December, 2014 the products of the Company do not fall under any of the Central Excise Tariff Act, 1985 heading which are covered for applicability of the above rules. Hence, maintenance of Cost Records and Cost Audit is not applicable to the Company.

Public Deposits

During the year under review, the Company has neither accepted nor renewed any public deposit and has no overdue or unclaimed public deposit, covered under section 76 of the Companies Act, 2013, read with Companies (Acceptance of Deposit) Rules, 1975.

Share Capital

The paid up equity share capital as at March 31, 2015 stood at Rs. 177,148,000. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

Extract of the annual return

The Extract of Annual Return in form no MGT-9 forms part of the Board's Report and is annexed herewith as Annexure A.

Particulars of Employees and Related Disclosures

The statement containing the disclosure as required in accordance with the provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure B and forms a part of the Board Report.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Ms. Disha Dugar, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure C and forms an integral part of this Report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure D and forms part of this Report.

Number of meetings of the Board of Directors

The details of the number of meetings of the Board held during the financial year 2014-15 forms part of the Corporate Governance Report.

* Meetings of Independent Directors

During the year under review, a meeting of Independent Directors was held on 11th February, 2015 wherein the performance of the non-independent directors and the Board as a whole was reviewed. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors of the Company.

Audit Committee

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

Stakeholders' Relationship Committee

The composition and terms of reference of the Share transfer cum Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy may be referred to, at the Company's website at the weblink www. rdbgroup.in. / policies.asp.

Nomination and Remuneration Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, Key managerial Personnel and Senior Management of the Company. The Company's policy relating to appointment of Directors, payment of Managerial remuneration and other related matters as provided under section 178(3) of the Companies Act, 2013 is furnished in Annexure E and forms part of this Report.

Internal control systems and their adequacy

Your Company has an effective internal control system, which are constantly assessed and strengthened with new /revised standard operating procedures. The main thrust of Internal audit is to test and review controls, appraisal of risks and business processes.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control systems and suggests improvements to strengthen the same.

Particulars of loans, guarantees or investments

Your Company has given short term loan to body corporate within the limit as specified under section 186 of the Companies Act 2013. Particulars of the Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are given as under:

Details of loans as on 31st March, 2015

Particulars Closing Balance as on 31.03.2015 (Rs.)

S. D. Infrastructure 157,000,000 & Real Estate P Ltd.

RDB Legend Infrastructure 50,000,000 P Ltd.

Total 207,000,000

No guarantee and investment has been offered during the year under review.

Particulars of contracts or arrangements with related parties:

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto are disclosed in Form No. AOC- 2 in Annexure F and form part of this Report.

Risk management policy

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Risk Management Policy provides for identification of risk, its assessment and procedures to minimize risk. The policy is periodically reviewed to ensure that the executive management controls the risk as per decided policy.

Health, Environment and safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned environmental regulations and prevention of natural resources.

In terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has taken adequate steps in respect of the same in lines of the provisions of the Act and during the year under review, no complaints were reported to the Board.

Acknowledgements

Your Directors wish to place on record their appreciation for the sincere contribution and co-operation made by the employees at all levels. Your Company recognizes the unstinted hard work and support of all the employees. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board of Directors

Place: Kolkata Shanti Lal Baid Date: 28th Day of May, 2015 Chairman & M.D.


Mar 31, 2013

To, The Members,

The Directors are pleased to present the 18th Annual Report together with the Audited Accounts for the year ended 31st March, 2013.

Financial Performance

Particulars Financial Year Financial Year 2012-2013 (Rs.) 2011-2012 (Rs.)

Income from operations 598,074,601 457,285,850

Other income 7,573,343 31,738,392

Profit before interest, depreciation and tax 43,084,652 55,177,429

Less: a) Interest 15,753,894 15,837,845

b) Depreciation 16,156,373 15,947,043

Profit before taxation 11,174,385 23,392,541

Less: Provisions for current tax, deferred tax and tax adjusted for earlier year 3,518,900 7,779,624

Profit/(Loss) after tax 7,655,485 15,612,917

Add: Balance brought forward from last year 39,338,507 38,930,154

Add: Adjustment for transitional provision of AS-15 236,874

Balance available for appropriations 46,993,992 54,779,945

Less: Appropriations

a) Proposed dividend on equity shares 8,857,400 13,286,100

b) Dividend distribution tax on proposed dividend 1,436,892 2,155,338

c) Transfer to general reserves Balance carried to the Balance Sheet 36,699,700 39,338,507

Review of Operation

Financial Year 2012-13 was a very challenging for RDBRL. Persistent recession in the global and domestic markets drastically reduced demand of packaging material. Fierce business competition resulted in reduction in the prices of the finished products. Rising unrest across the country posed further challenges. Despite these constraints the Company managed to increase its turnover.The highlights are as follows:

1. Company''s gross turnover increased from Rs. 493,819,684 to Rs. 657,595,716.

2. Exports decreased from Rs. 89,277,276 to Rs. 27,224,391.

3. Profit before tax decreased from Rs. 23,392,541 to Rs. 11,174,385 primarily due to non-recognition of interest accrued in the Escrow Account, since the matter is sub judice. The recognition of interest has been postponed in accordance with the AS-9 "Revenue Recognition". Hence, the net profit after tax has also decreased from Rs. 15,612,917 to Rs. 7,655,485.

Dividend

Keeping in view the overall performance during the year your Directors are pleased to recommend a dividend of Rs. 0.50 per Equity Share (Previous year Rs. 0.75 per Equity share) for the financial year ended 31st March, 2013, which if approved will

be paid to those members whose names appear in the Register of Members as on 31st July, 2013; with respect to the shares held in demat form, it would be paid to members whose names are furnished by the NSDL and CDSL as beneficial owners as on that date. The total dividend outgo for the current year amounts to Rs. 10,294,292 (inclusive of dividend distribution tax).

SEBI Matter

Pursuant to the application filed by the Company in the Hon''ble High Court, Calcutta against an ad interim ex-parte order of SEBI dated 28.12.2011, the Honb''le High Court, Calcutta vide their order dated 18.07.2012 has granted liberty to the Company to withdraw and utilize Rs. 6.50 Crores out of Rs. 31.60 Crores lying in the Escrow Account.

SEBI being aggrieved by the interim order dated 18.07.2012 of the Hon''ble High Court, Calcutta has preferred a Special Leave Petition (SLP) on 15.02.2013 before Hon''ble Supreme Court of India. The SLP is now pending with Supreme Court of India for disposal.

The detailed utilisation of IPO proceeds as on 31.03.2013 has been reported under note no. 2.1(h) in Notes to the Accounts.

Business Activity

RDB Rasayans Limited, an ISO 9001:2008-certified organisation, is engaged in manufacture and sale of FIBC (Jumbo Bags) and woven sacks and various woven polymer based products like container liners, protective irrigation system, canal liners, etc. which find large scale applications in the segments like cement, fertiliser and carbon etc.

Directors

Sri Sandeep Baid Whole Time Director was appointed for a period of 3 years which was expired on 31.03.2013. Board decided to re-appoint him for a further period of three years w.e.f. 01.04.2013 subject to the approval of members in the ensuing Annual General Meeting. Considering his experience, expertise and knowledge in this field the Board recommends his re-appointment.

Sri Sharad Kumar Bachhawat was appointed as additional director w.e.f. 08.08.2012 in terms of section 260 of the Companies Act, 1956. Sri Sharad Kumar Bachhawat holds office up to the date of ensuing Annual General Meeting of the Company and being eligible offers himself for appointment as the Director of the Company. The Company has received a notice from the member under section 257 of the Companies Act, 1956 signifying his intention to propose the candidature of Sri Sharad Kumar Bachhawat for the office of director of the Company liable to retire by rotation.

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and Article 89 of the Article of Association

of the Company, Mr. Mahendra Pratap Singh, whose period of office is liable to retire by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

Sri Sachin Shridhar, Independent Director of the Company resigned from the Board on 27.05.2013 due to his pre- occupation. The Board places on record its sincere appreciation for his services and valuable contribution in the development and growth of the Company.

Brief resume and other relevant details pursuant to clause 49 of the Listing Agreement of Sri Sandeep Baid, Sri Sharad Kumar Bachhawat and Sri Mahendra Pratap Singh who are proposed to be appointed, re-appointed, is annexed in the notice convening the Annual General Meeting.

Your Directors recommend the above appointment/re-appointment.

Based on the confirmations received, none of the directors of your Company are disqualified as per provisions of section 274(1) (g) of the Companies Act, 1956.

Industrial Relations and Human Resource Management

Your Company recognises the importance of human resource in creating a great organization.

The Company is constantly working to create a congenial work environment and motivating employees at all levels and shall always place all necessary emphasis on continuous development of its human resources.

Management Discussion and Analysis Report

Management Discussion and Analysis Report (MDA) for the year under review as stipulated under clause 49 of the Listing Agreement with the stock exchange is presented in a separate section forming part of the Annual Report.

Corporate Governance

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement along with the Auditors'' Certificate for its due compliance forms part of the Annual Report.

CEO/CFO Certification

The CEO/CFO certificate on the financial statements of the Company as required under Clause 49 of the Listing Agreement forms part of the Annual Report.

Health, Safety and Environmental Protection

The Company has complied with all the applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximise worker protection and safety.

Subsidiaries

The Company does not have any subsidiary.

Auditors

M/s S.M. Daga & Co., Chartered Accountants, as Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting, and being eligible, have offered themselves for re-appointment and have further confirmed that the said re-appointment will be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956 and they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.The Board of Directors upon the recommendation of the Audit Committee proposes the re-appointment of M/s S.M. Daga & Co., Chartered Accountants, as Statutory Auditors of the Company.

Auditorsù Observations

With reference to the auditor''s opinion point no. 6, it is reported that as a matter of prudence, interest accrued on Escrow Account of Rs. 19,598,109 (previous year Rs. 2,553,937) and TDS thereon of Rs. 1,959,811 (Rs. 255,394) for the year ended 31.03.2013 has not been accounted for in the books of accounts as the matter is sub judice, the recognition of interest has been postponed in accordance with AS-9 "Revenue Recognition".

Cost Audit

The Company has appointed M/s D.K. Lodha & Co., as cost auditors for conducting Cost Audit for the financial year 2012- 13.The last date for submitting the Cost Audit Report for the year ended 31st March, 2013 to the ROC is 29th September, 2013.

Public Deposit

During the year under review, the Company has neither accepted nor renewed any public deposit and has no overdue or unclaimed public deposit, as defined under section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

Particulars of Employees

None of the employees of the Company are drawing remuneration exceeding the limits specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Long Term Agreement

Charter of Demand settled on dated 30th July, 2012 with the worker w.e.f. 01st January 2012 to 30th June, 2015. It will remain binding upon the parties thereafter until a fresh settlement is signed.

Directorsù Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm: -

i. that in the preparation of the annual accounts for the year ended 31st March, 2013 the applicable Accounting Standards have been followed;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the statement of profit or loss of the Company for that period;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the annual accounts on a going concern basis.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

Particulars of conservation of energy, technology absorption and foreign exchange earning and outgo as required under section 217(1)(e) of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure attached hereto and forms part of this Report.

Acknowledgements

Your Directors would like to place on record their sincere gratitude to the stakeholders, bankers, business associates, retailers, suppliers, customers, government authorities and other regulatory agencies for their continued support and faith in the Company. Your Directors are also happy to place on record their appreciation for the whole-hearted co-operation, commitment and contribution made by all the employees and look forward to their continued support.

For and on behalf of the Board

For RDB Rasayans Ltd.

Place: Kolkata Shanti Lal Baid

Date: 27.05.2013 Chairman & M.D.


Mar 31, 2011

The Directors present herewith your Company's 16th Annual Report together with the Audited Accounts for the year ended 315t March, 2011

Financial Result

Particulars Current Year Ended Previous Year Ended 31.03.2011 31.03.2010

(Amount in Rs) (Amount in Rs)

Total Income 462,615,248.92 309,983,499.78

Total Expenditure 436,951,607.61 299,951,961.04

Profit/Loss) before Tax 25,663,641.31 10,031,538.74

Provision for Taxation 7,632,734.01 2,197,764.20

Profit/Loss) after Tax 18,030,907.30 7,833,774.54

Balance brought forward from last year 20,899,246.74 64,176,472.20

Balance available for Appropriations - 72,010,246.74

Amount utilized for Issue of Bonus Shares - 51,111,000.00

Balance carried to Balance Sheet 38,930,154.04 20,899,246.74

Dividend

With a view to conserve the resources for long-term growth, your directors do not recommend any dividend for the year under review.

Directors

Sri Sachin Shridhar and Sri Mahendra Pratap Singh, directors of the company, whose period of office is liable to retire by rotation and being eligible offer themselves for reappointment.. Board recommends their reappointment..

Auditors

Mis M.K. Surana & Co., Chartered Accountants, as statutory auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting, and being eligible, have offered themselves for re- appointment and have further confirmed that the said re-appointment will be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.

Auditors Report

Auditors' reference to notes on accounts annexed to and forming part of the accounts are self-explanatory.

Pubic Deposit

During the year under review, the Company has neither accepted nor renewed any public deposit and has no overdue or unclaimed public deposit, as defined under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

Personnel

None of the employees of the Company is drawing remuneration exceeding the limits specified under section 227(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

Responsibility Statement

As required under section 217(2AA) of the Companies Act, 1956, your Directors confirm: -

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the annual accounts on a going concern basis.

Particulars of conservation of energy, technology absorption and foreign exchange earning and outgo

Particulars of conservation of energy technology absorption and foreign exchange earning and outgo as required under Section 217 (I) (e) of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure attached hereto and forms a part of this Report.

Industrial Relations

Employee relations continued to remain cordial throughout the year.

Conclusion

Your Directors would like to place on record their sincere gratitude to the shareholders, bankers, business associates, retailers, suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your Directors are also happy to place on record their appreciation for the whole- hearted co- operation, commitment and contribution made by all the employees and look forward to their continued support.

For and on behalf of the Board

Place: Kolkata For RDB Rasayans Ltd. For RDB Rasayans Ltd.



Director Director

 
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