Mar 31, 2023
The Board of Directors take pleasure in presenting the 41st (Forty first) Annual Report of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended on March 31,2023.
Highlights for the financial year are as under:
(Rs. in millions) |
||||
Particulars |
Standalone |
Consolidated |
||
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
|
Revenue from operations |
5376.26 |
4905.27 |
9736.58 |
11034.20 |
Other Income |
168.93 |
168.22 |
160.54 |
237.34 |
Profit before Depreciation, Finance Costs, Exceptional Items and Tax Expense |
814.91 |
906.05 |
1260.30 |
1334.88 |
Less: Depreciation/Amortisation /Impairment |
322.40 |
438.63 |
691.39 |
1052.67 |
Profit before Finance Costs, Exceptional items and Tax Expense |
492.51 |
481.48 |
568.87 |
282.21 |
Less: Finance Cost |
349.55 |
251.97 |
284.60 |
178.63 |
Profit before Exceptional items and Tax Expense |
142.95 |
215.45 |
284.27 |
103.59 |
Profit before Tax Expense |
142.95 |
215.45 |
284.27 |
103.59 |
Less: Tax Expense (Current and Deferred) |
33.66 |
62.41 |
39.94 |
101.99 |
Profit after Tax for the year (1) |
109.30 |
153.04 |
244.37 |
1.60 |
Total Comprehensive Income/Loss (2) |
3.30 |
(9.31) |
136.81 |
37.60 |
Net Profit of the year |
112.60 |
143.73 |
381.18 |
39.21 |
Earnings Per Share (EPS) of Re.1/- each |
0.41 |
0.57 |
0.92 |
0.00 |
PERFORMANCE OF THE COMPANY AND INDUSTRY OVERVIEW Standalone:
The sales turnover for FY 2022-23 stood at Rs.5376.26 million as against a total sales turnover of Rs.4905.27 million in the previous year. The Company made a Profit before tax of Rs.142.95 million for the year 2022-23 as compared to Rs.215.45 million in the previous year. The Profit after tax was at Rs.109.30 million as compared to Rs.153.04 million in the previous year.
Consolidated:
The sales turnover for FY 2022-23 stood at Rs.9736.58 million as against a total sales turnover of Rs.11034.20 million in the previous year. The Company made a Profit before tax of Rs. 284.27 million for the year 2022-23 as compared to Rs.103.59 million in the previous year. The Profit after tax was at Rs.244.37 million as compared to Rs.1.60 million in the previous year.
The Company continues to be engaged in the activities pertaining manufacturing of Polymer based products. The Company produces and supplies a range of products, including vinyl flooring, synthetic leather and luxury vinyl tile. The company also offers synthetic leather in various colors and series; and luxury vinyl tile in the various collections such as Tranquil, Resonate, Inspire, Natural Wood, Opulence and Carpet Touch. The companyâs products find application across multiple industries including hospitality, transportation, healthcare, IT and telecom, retail, sports infrastructure, education and real estate.
There has been no change in the nature of business of the Company during the period under review.
MANAGEMENT DISCUSSION AND ANALYSIS
The Managementâs Discussion and Analysis Report pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (âSEBI LODR Regulationsâ) for the year under review is presented in a separate section forming part of the Annual Report as Annexure 1.
Your Company believes that Corporate Governance is a code of self-discipline. In the line with this policy, the Board of Directors strongly believes that it is very important that the Company follows the Corporate Governance practices in letter and spirit and reports to the shareholders the progress made on the various measures undertaken by the Company from time to time.
A Report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company regarding the compliance of conditions of Corporate Governance in terms of Regulation 34(3) and Part C of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the âSEBI LODR Regulationsâ) forms part of this Annual Report as Annexure 2.
Based on Companyâs performance during the year, the Board of Directors in its Meeting held on Thursday, May 04, 2023 recommended dividend of Re. 0.10/- per equity share of face value of Re.1/- each (at the rate of 10%) per equity share for the financial year 2022-23. The dividend shall be payable to those eligible shareholders whose name appear in the Register of Members as on Cut-off Date. This dividend on equity shares, if approved by the Members, would amount to Rs. 26.69 million.
The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI LODR Regulationsâ) is disclosed in the Corporate Governance Report and is also uploaded on the Companyâs website at https://www.responsiveindustries.com/policies/.
The Board of Directors of the Company do not propose to transfer any amount to reserves.
The paid-up Equity Share Capital as on March 31,2023 was Rs.266912700/- comprising of 266912700 Equity Shares of Re.1/- each. During the year under review, the Company has not issued any further shares to the members or general public.
AUDIT OF RECONCILIATION OF SHARE CAPITAL
In accordance with the Regulation 76 of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, as amended M/s. P.P. Shah & Co., Practicing Company Secretaries undertake a Reconciliation of Share Capital Audit to reconcile total share capital admitted with National Securities Depository Limited (âNSDLâ) and Central Depository Services (India) Limited (CDSL), with the issued and listed capital of the Company. This audit is undertaken every quarter and the report thereon is submitted to the Stock Exchanges within prescribed timelines and is placed before the Board at its meetings.
SUBSIDIARIES COMPANIES/ STEP DOWN SUBSIDIARIES
As on March 31,2023, your Company has 4 (four) subsidiaries and one step-down subsidiary namely:
⢠Axiom Cordages Limited
⢠Responsive Industries Limited, Hong Kong
⢠Responsive Industries PTE. Ltd., Singapore
⢠Responsive Industries LLC, USA
⢠Axiom Cordages Limited, Hong Kong (step-down subsidiary)
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company are prepared in accordance with the âInd ASâ issued by the Institute of Chartered Accountants of India.
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures is given in Form AOC-1 to this Report.
Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements along with relevant documents of the Company and separate audited financial statements in respect of subsidiaries are available on the website of the Company at https://www.responsiveindustries.com/annual-report/.
The Scheme of Amalgamation of Axiom Cordages Limited (Transferor Company) with Responsive Industries Limited (Transferee Company) and their respective shareholders (âthe Schemeâ) was filed under Section 230 - 232 of the Companies Act, 2013 with the Honâble National Company Law Tribunal, Mumbai Bench (:Honâble NCLTâ). The Company has appointed MDP & Partners, Advocates & Solicitors to present and appear on Companyâs behalf before the Honâble NCLT, Mumbai.
The Honâble NCLT, passed and Order on April 28, 2023 (âthe Orderâ) and has given the directions to the Company to convene the meeting of the equity shareholders of the Company for the approval of the said Scheme of Amalgamation.
Accordingly, the Meeting of the Equity Shareholders of the Company was convened as per the directions given by the Honâble NCLT and the scheme was approved by the requisite majority by the shareholders of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In compliance with Regulation 19(4) read with Part D of the Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (âListing Regulationsâ), the Nomination and Remuneration Committee of the Board of Directors of the Company has devised a Policy to promote diversity on the Board of Directors which aims to ensure that the Board shall have an optimum combination of Executive, Non-Executive and Independent directors in accordance with requirements of the Act, Listing Regulations and other statutory, regulatory and contractual obligations of the Company. The Policy is available on the website of the Company at https://www.responsiveindustries.com/policies/.
The Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, race and gender, which will ensure that the Company retains its competitive advantage.
As on March 31,2023, Board of your Company comprises of 6 (six) Directors, including 3 (three) Independent Directors (including one Woman Independent Director), 1 (one) Whole-Time Director & CEO and 1 (one) Executive Director. The Chairman is the Non-Executive Non-Independent Director.
The details of appointment of Directors during the year ended March 31,2023 are given below:
Ms. Kanak Jani (DIN: 08749747) was appointed as an Additional, Executive Director by the Board on the recommendation of the Nomination and Remuneration Committee (âNRCâ) w.e.f. May 11,2022. The Members of the Company vide special resolution passed at the Extra Ordinary General Meeting (âEGMâ) held on August 09, 2022 approved the appointment of Ms. Kanak Jani as Executive Director of the Company for a term of five years effective from May 11,2022 to May 11,2027.
Mr. Anand Sadashiv Kapre (DIN: 00019530) was appointed as an Additional, Non-Executive Independent Director by the Board on the recommendation of NRC w.e.f. May 27, 2022. The Members of the Company vide special resolution passed at the Extra Ordinary General Meeting (âEGMâ) held on August 09, 2022 approved the appointment of Mr. Anand Sadashiv Kapre as Non-Executive Independent Director of the Company for a term of five years effective from May 27, 2022 to May 27, 2027.
Mr. Sanjiv Swarup (DIN: 00132716) was appointed as an Additional, Non-Executive Independent Director by the Board on the recommendation of NRC w.e.f. October 04, 2022. The Members of the Company vide special resolution passed at the Extra Ordinary General Meeting (âEGMâ) held on March 10, 2023 approved the appointment of Mr. Sanjiv Swarup as Non-Executive Independent Director of the Company for a term of five years effective from October 04, 2022 to October 03, 2027.
Mr. Sadanad Morab (DIN: 09790817) was appointed as an Additional, Executive Director by the Board on the recommendation of the NRC w.e.f. November 14, 2022. The Members of the Company vide special resolution passed at the Extra Ordinary General Meeting (âEGMâ) held on March 10, 2023 approved the appointment of Mr. Sadanand Morab as Executive Director of the Company for a term of five years effective from November 14, 2022 to November 13, 2027.
Mr. Arun Vikram Goel (DIN: 07652383) was appointed as an Additional, Non-Executive Independent Director by the Board on the recommendation of NRC w.e.f. January 27, 2023. The Members of the Company vide special resolution passed at the Extra Ordinary General Meeting (âEGMâ) held on March 10, 2023 approved the appointment of Mr. Arun Vikram Goel as Non-Executive Independent Director of the Company for a term of five years effective from January 27, 2023 to January 26, 2028.
RESIGNATION/ CESSATION OF DIRECTORS:
Mr. Anand Sadashiv Kapre (DIN: 00019530), Non-Executive, Independent Director resigned from the Board of the Company w.e.f. August 25, 2022.
Ms. Kanak Jani (DIN: 08749747), Executive Director resigned from the Board of the Company w.e.f. September 21, 2022.
Mr. Manish Kumar Agarwal (DIN: 02459102), Non-Executive, Independent Director resigned from the Board of the Company w.e.f. January 27, 2023.
The Board express its appreciation for Mr. Anand Sadashiv Kapre, Ms. Kanak Jani and Mr. Manish Kumar Agarwal for the valuable guidance and services rendered by them during their tenure as Directors of the Company.
In accordance with the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting (AGM). Consequently, Mr. Rishabh Agarwal (DIN: 05011607) shall retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment in accordance with provisions of the Companies Act, 2013.
The brief resume of Director seeking re-appointment at the ensuing AGM along with other details in pursuance of Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed herewith as Annexure 5 is annexed to the Notice of the Annual General Meeting.
The Board has confirmed that Mr. Rishabh Agarwal satisfies the fit and proper criteria as prescribed under the applicable regulations and that he is not disqualified from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013. The Board recommends the re-appointment.
CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS
A Certificate on Non-Disqualification of Directors issued by the Secretarial Auditors annexed as Annexure 6 to this Report.
POLICY ON ORDERLY SUCCESSION FOR APPOINTMENTS TO THE BOARD AND SENIOR MANAGEMENT
A Policy on orderly succession for appointments to the Board and Senior Management annexed as Annexure 7 to this Report.
The Independent Directors of your Company possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, meets the criteria of independence as specified in the Act and the SEBI LODR Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.
The Independent Directors of the Company have confirmed that they have registered themselves with the Indian Institute of Corporate Affairs, Manesar and have their name included in the databank of Independent Directors within the statutory timeline.
The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess the requisite expertise and experience required to fulfil their duties as Independent Directors.
The information required pursuant to Section 197(12) read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (âRulesâ) in respect of the ratio of remuneration of a director to the median remuneration of the employees of the Company for the financial year is annexed herewith and marked as Annexure 8 to this Report.
During the year under review, the Independent directors were not paid any Commission.
PERFORMANCE EVALUATION OF THE BOARD
The Board has carried out an annual performance evaluation of its own performance, the Director individually as well as the evaluation of the working of its Committees in accordance with the provisions of the Companies Act, 2013 and Regulation 17 of SEBI LODR Regulations.
The Company has devised a Policy for the performance evaluation of Independent Directors, Board of Directors, Committees, and other individual Directors, which includes criteria for performance evaluation of the Non-Executive Directors and Executive Director.
Pursuant to the provisions of the Companies Act, 2013, and SEBI LODR Regulations, the Board has carried out an annual evaluation of its performance and that of its Committees as well as the performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.
Declaration by Independent Directors:
The Company has received declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of meeting the criteria of independence provided under Section 149(6) of the Companies Act, 2013 and clause (b) of sub-regulation (1) of the Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Directorsâ Responsibility Statement:
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013.
⢠that in the preparation of the annual financial statements for the year ended 31st March 2022, the applicable
accounting standards have been followed along with proper explanation relating to material departures; if any;
⢠that the accounting policies as mentioned in Note No.1 (B) to the Financial statements have been selected and applied consistently and judgments and estimates have been made 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 and loss of the Company for that period;
⢠that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
⢠that the annual financial statements have been prepared on a going concern basis;
⢠that proper internal financial controls were in place and that the financial controls were adequate and were
operating effectively; and
⢠that systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.
Meetings of the Board:
10 (ten) meetings of the Board of Directors were held during the year. Details of attendance at meetings of the Board, its Committees and the AGM are included in the Report on Corporate Governance Report, which forms part of this Annual Report.
Committees of the Board:
Your Company has duly constituted the Committees required under the Companies Act, 2013 read with applicable Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
1) Audit Committee
In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 19 of the SEBI LODR Regulations, 2015, the Company has an Audit Committee and the details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report.
All the recommendations made by the Audit Committee were accepted by the Board of Directors.
2) Nomination and Remuneration Committee
In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI LODR Regulations, 2015, the Company has Nomination and Remuneration Committee and the details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report.
All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors.
3) Stakeholdersâ Relationship Committee
In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI LODR Regulations, 2015, the Company has Stakeholdersâ Relationship Committee and the details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report.
All the recommendations made by the Stakeholdersâ Relationship Committee were accepted by the Board of Directors.
4) Risk Management Committee
In accordance with Regulation 21 of the SEBI LODR Regulations, 2015 as amended from time to time, the Company has Risk Management Committee and the details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report.
All the recommendations made by the Risk Management Committee were accepted by the Board of Directors.
5) Corporate Social Responsibility Committee
In accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has Corporate Social Responsibility Committee and the details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report.
All the recommendations made by the Corporate Social Responsibility Committee were accepted by the Board of Directors.
KEY MANAGERIAL PERSONNEL (âKMPâ)
In accordance with the provisions of Section 203 of the Act, the following persons have been designated as KMP of the Company as of March 31,2023:
Name of the KMP |
Designation |
Mr. Mehul Vala |
Whole-Time Director & CEO |
Mr. Bhavneet Singh Chadha |
CFO |
Ms. Mohini Sharma |
Company Secretary & Compliance Officer |
Appointment of KMPâs:
During the year under review, Mr. Santosh Kudalkar was appointed by the Board on recommendation of the NRC as Chief Financial Officer (âCFOâ) and designated as KMP of the Company w.e.f. May 11,2022.
Ms. Mohini Sharma was appointed by the Board on recommendation of the NRC as Company Secretary & Compliance Officer and designated as KMP of the Company w.e.f. November 14, 2022.
During the year under review, Mr. Bhavneet Singh Chadha was appointed by the Board on recommendation of the NRC as Chief Financial Officer (âCFOâ) and designated as KMP of the Company w.e.f. May 04, 2023.
Resignation of KMPâs:
Mr. Ankit Pandit, Company Secretary & Compliance Officer resigned w.e.f. October 12, 2022.
Mr. Santosh Kudalkar, CFO resigned w.e.f. November 18, 2022.
The Board express its appreciation to Mr. Santosh Kudalkar and Mr. Ankit Pandit for the valuable guidance and services rendered by them during their tenure as CFO and Company Secretary of the Company.
All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions, formulated and adopted by the Company. Omnibus approval from the Audit Committee is obtained for the related party transactions.
There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which might have potential conflict with the interest of the Company at large. Accordingly, the disclosure of related parties transactions as required under section 134(3)(h) of the Companies Act , 2013 in form AOC-2 is not applicable. All Related Parties Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are placed before the Audit Committee and the Board for review on a quarterly basis. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration drawn by self or their relative in capacity of the Director or otherwise and sitting fees.
The Policy on Related Party Transactions, as required under the Listing Regulations, is available on the website of the Company at https://www.responsiveindustries.com/policies/.
There is an adequate mechanism in place for risks and uncertainties that can impact its ability to achieve its strategic objectives, risk assessment, risk mitigation and minimization procedures and periodical review.
Further, detailed terms of reference of the Risk Management Committee are included in the Report on Corporate Governance, which forms part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In terms of the amendment to regulation 34(2)(f) of LODR Regulations vide Gazette notification no. SEBI/LAD-NRO/ GN/2021/22 dated May 05, 2021 which introduced new reporting requirements on ESG parameters called the Business Responsibility and Sustainability Report (BRSR) replacing the existing Business Responsibility Report (BRR) and in accordance with the circular no. SEBI/HO/CFD/ CMD-2/P/CIR/2021/562 issued by SEBI on May 10, 2021, which made reporting of BRSR mandatory for the top 1,000 listed companies (by market capitalization) from the financial year 2022-23. Further, Regulation 3(2) of (Listing Obligations and Disclosure Requirements) Regulations, 2015 stated that the provisions of regulations which became applicable to listed entities based on market capitalisation criteria shall continue to apply to such entities even if they fall below such thresholds. Therefore, your Company in compliance with the said Notification and Circular has replaced the existing Business Responsibility Report (BRR) with Business Responsibility and Sustainability Report (BRSR).
The BRSR of your Company for the financial year ended March 31, 2023 forms part of this Annual Report as Annexure 3 required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Your Company strongly believes that sustainable and inclusive growth is possible by using the levers of environmental and social responsibility while setting aspirational goals and improving economic performance to ensure business continuity and rapid growth.
CORPORATE SOCIAL RESPONSIBILITY
As per Section 135 of the Companies Act, 2013 and rules made thereunder, the Corporate Social Responsibility Committee (âCSR Committeeâ) has formulated and recommended to the Board, a revised Corporate Social Responsibility Policy (âCSR Policyâ) indicating the activities to be undertaken by the Company, which has been approved by the Board.
CSR Policy
The Board of Directors, on the recommendation of the Corporate Social Responsibility Committee, formulated a Corporate Social Responsibility Policy for welfare of the society, which is in consonance with Section 135 of the
Companies Act, 2013 on CSR. The said policy was amended in accordance with CSR rules as amended under the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 notified by the Ministry of Corporate Affairs. The said policy is hosted on the Companyâs website at the following link: https://www.responsiveindustries. com/policies/.
Your Companyâs CSR initiatives are as per the Companyâs CSR Policy. Our CSR program aims to address the immediate and long term needs of the community and focus on where we can make the major impact on marginalized sections of the society. Your Company has made contribution of Rs.40 lakhs during the year.
CSR Committee
In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, your Company has constituted a Corporate Social Responsibility (CSR) Committee. The role of the Committee includes formulation and recommending to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act and any amendments thereto, recommendation of the amount of expenditure to be incurred on the CSR activities as enumerated in Schedule VII of the Act and referred to in the CSR Policy of the Company, as also to monitor the CSR Policy from time to time.
Annual Report on CSR
The Annual Report on CSR activities for the FY 2021-22 in accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 giving details of the composition of the CSR Committee, CSR Policy and projects undertaken by the Company during the FY 2021-22 are outlined in the Report on CSR Activities annexed to this Report as Annexure 4.
Yours Company has not invited or accepted any deposits during the financial year ended on March 31, 2023 under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Therefore, the requirement for furnishing of details relating to deposits covered under Chapter V of the Companies Act, 2013 and the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There were no contracts, arrangements or transactions entered into during fiscal 2023 that fall under the scope of Section 188(1) of the Companies Act, 2013.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
None
All the properties of your Company including buildings, plant, machinery and stocks have been adequately insured. MATERIAL CHANGES AND COMMITMENTS
There are no material changes, except as discussed above 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 relates and the date of the report.
POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION
The Company has adopted a âNomination & Remuneration Policyâ which inter-alia includes Companyâs policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors. The Policy broadly lays down the guiding principles, philosophy and basis for payment of remuneration to Executive and Non-executive Directors, key managerial personnel, senior management and other employees. The Nomination & Remuneration Policy of the Company has been posted on the website of the Company at https://www.responsiveindustries.com/ policies/.
DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND THE RULES FRAMED THEREUNDER
The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âPOSH Actâ) and the Rules framed thereunder.
During the financial year under review, the Company did not receive any complaints of sexual harassment and no cases were filed under the POSH Act.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
To ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a vigil mechanism policy. Whistle Blower or Complainant, under the said Policy, shall be entitled to direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. This policy is explained in the Report on Corporate Governance and posted on the website of the Company at https://www.responsiveindustries.com/policies/.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT
During the financial year ended on March 31, 2023, there were no significant and material orders passed by the Regulators or Courts, which would impact the status of the Company and its future operations.
The Notes on Accounts and the observations of the Auditors in their Report on the Accounts of the Company are selfexplanatory and in the opinion of the Directors, do not call for any clarifications.
a) Statutory Auditors and their Report
In accordance with the provisions of Section 139 of the Act and Rules made thereunder, M/s. Shah & Taparia, Chartered Accountants (Firm Registration No. 109463W) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 37th AGM September 22, 2019 until the conclusion of the 42nd AGM of the Company to be held in the calendar year 2023. M/s. Shah & Taparia, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2022-23, which forms part of the Annual Report 2022- 23. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/ comment from the Board of Directors. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.
b) Secretarial Auditors and their Report
M/s. P.P. Shah & Co., Practising Company Secretaries, Mumbai were appointed as Secretarial Auditors of the Company for FY 2022-23 pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by them for the said financial year in the prescribed form MR-3 pursuant to the provisions of Section 204 of the Act and Regulation 24A(1) of SEBI LODR Regulations is annexed as Annexure 10 to this report.
The observations made by the Secretarial Auditors in the Report issued by them for FY 2022-23 are self-explanatory and do not require any further explanation/comment from the Board of Directors. M/s. P.P. Shah & Co., Practising Company Secretaries, Mumbai have been re-appointed to conduct the secretarial audit of the Company for FY 2023-24. They have confirmed that they are eligible for the said appointment.
c) Cost Auditors and their Report
Pursuant to the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014, M/s. S K Agarwal & Associates, Cost Accountants, (Firmâs Registration No. 100322) have been re-appointed as Cost Auditors for the financial year 2023-24 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost
Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.
The Cost Audit Report for the financial year 2021-22, issued by M/s S K Agarwal & Associates, Cost Auditors, in respect of the various products prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs on September 17, 2022.
There were no observations (including any qualification, reservation, adverse remark, or disclaimer) of the Cost Auditors in the Report issued by them for the financial year 2021-22 which call for any explanation/comment from the Board of Directors.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, required information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo are provided in Annexure 9 forming part of this Annual Report.
Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations ensure security to its assets and timely preparation of reliable financial information. The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors. The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.
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. The Statutory Auditors and the Internal Auditors are invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. There are no observations of Statutory Auditors as well as Internal Auditors.
During the year under review, none of auditors have reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee, under Section 143 (12) of the Act.
Industrial Relations remained cordial and harmonious throughout at all the levels during the year under review. OTHER DISCLOSURES:
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards, i.e., SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ respectively.
Your Companyâs equity shares are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid listing fees as prescribed for Financial Year 2023-24. The securities of the Company have not been suspended from trading in any of the stock exchanges.
Redressal of Investors Grievances:
Your Company gives an utmost care in resolving the grievances of its investors on a timely basis. The investor complaints/ grievances are resolved by the Company and also by the Companyâs Registrar and Share Transfer Agent viz. M/s. Link Intime India Private Limited being the Registrar and Share Transfer Agent of the Company.
BSE Listing Centre and NEAPS (NSE Electronic Application Processing System):
Your Company ensures in compliance of applicable regulations of SEBI LODR Regulations and all the compliances related filings or disclosures are made to the BSE Limited and NSE through web-based applications viz., BSE Listing center and NSE Application Processing System NEAPS within the stipulated timeline as prescribed under the SEBI LODR Regulations.
SCORES (SEBI complaints redress system):
SEBI processes investor complaints in a centralized web-based complaints redressal system i.e., SCORES. Through this system a shareholder can lodge a complaint against a Company for his grievance. The Company uploads the action taken on the complaint which can be viewed by the shareholder. The Company and shareholder can seek and provide clarifications online through SEBI. The investor complaints are also handled and resolved by the Companyâs Registrar and Share Transfer Agent viz. M/s. Link Intime India Private. Limited and your Company is kept updated regularly.
Exclusive email ID for Investors:
Your Company has established an email id [email protected] exclusively for Investor servicing, and the same is prominently displayed on the Companyâs website at www.responsiveindustries.com.
Your Company keeps its investors updated by posting all the disclosures made with the stock exchanges in compliances with Regulation 46 of SEBI LODR Regulations from time to time. All the historical and latest information of updates of the Company are promptly made available on the Investor Relations page available on the website of the Company at the following link www.responsiveindustries.com.
The Board of Directors acknowledges and places on record their sincere appreciation to all stakeholders, customers, vendors, banks, Central and State Governments, and all other business partners, for their continued co-operation and for the excellent support received from them.
The Board of Directors places on record its sincere gratitude and appreciation for all the employees of the Company. Our consistent growth was made possible by their hard work, cooperation, and dedication during the year.
For and on behalf of the Board of DirectorsRishabh Agarwal Mehul Vala
Non-Executive Director & Chairman Whole-Time Director & CEO DIN: 05011607 DIN: 08361696
Place: Mumbai Date: May 04, 2023
Mar 31, 2018
DEAR MEMBERS,
The Directors have pleasure in presenting this Thirty Sixth Annual Report on the business and operations of your Company with the Audited Financial Statements for the year ended March 31, 2018.
1. FINANCIAL PERFORMANCE
Financial Results |
(Rs. in Million) |
|
2017-18 |
2016-17 |
|
Sales and Other Income |
10,985.18 |
18,406.50 |
Profit before Interest, Depreciation & Tax |
1,086.08 |
1,516.07 |
Less: Interest |
170.39 |
228.95 |
Profit before Depreciation & Tax |
915.69 |
1,287.12 |
Less: Depreciation |
656.70 |
987.66 |
Profit before Tax |
258.99 |
299.46 |
Less: Provision for Taxation |
128.24 |
105.58 |
Net Profit after Tax |
130.75 |
193.88 |
Balance brought forward from previous year |
4,338.35 |
4,144.14 |
Profit available for appropriations |
4,472.39 |
4,338.35 |
Appropriations |
||
Transfer to General Reserve |
- |
- |
Proposed Final Dividend Interim Dividend |
26.69 |
26.69 |
Corporate Dividend Tax |
5.43 |
5.43 |
Balance carried to Balance Sheet |
4,440.46 |
4338.35 |
2. OPERATIONS & STATE OF COMPANYâS AFFAIRS
Your Company earned total revenue of Rs. 10,985.18 Million for the year ended 31st March, 2018, as compared to Rs. 18,406.50 Million in the previous financial year. The Company recorded a Net Profit after Tax of Rs.130.75 Million for the year ended 31st March, 2018. The Net Profit after Tax for the financial year ended 31st March, 2017 was Rs. 193.88 Million. There was no change in nature of business of the Company during the year under review.
3. DIVIDEND
Your Directors recommend Dividend of 10% i.e. Re.0.10 per Equity share of face value of Re.1/- each fully paid up aggregating to Rs. 26.69 Million for the year ended 31st March, 2018.
4. TRANSFER TO RESERVES
The Board of Directors has not recommended transfer of any amount to reserves.
4. SHARE CAPITAL
The paid up Equity Share Capital as at March 31, 2018 stood at 266.91 Million. During the year under review, the Company has not issued shares with differential voting rights nor granted any stock options or sweat equity shares. As on March 31, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
5. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES
The Company has one material non listed Indian Subsidiary Company i.e. Axiom Cordages Limited. It also has one Hong Kong based subsidiary Responsive Industries Limited, and one step down subsidiary Axiom Cordages Limited incorporated on 02 June, 2017. The policy for determining material subsidiaries of the Company is available on the website of the Company i.e. www.responsiveindustries.com. Responsive International Limited, a wholly owned subsidiary of the Company is being Non operative since inception. The Company does not have any associate Company & Joint venture.
Performance of Axiom Cordages Limited is as follows:
The total revenue net of excise of Axiom Cordages Limited stood at Rs.2017.29 Million (Previous year 2194.02 Million). Profit after tax for the year stood at Rs. (35.32) Million (Previous year -108.24 Million).
The requirement of appointing Independent Director of the Company on the Board of Directors of the subsidiary Company has been duly complied with. The requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (âSEBI Listing Regulationsâ) with regard to subsidiary company have been complied with. Statement containing salient features of the financial statement of Subsidiary Companies in Form AOC-1 forms part of this Annual Report.
7. CONSOLIDATED FINACIAL STATEMENT
The Consolidated Financial Statements of the Company and of its Subsidiaries, Axiom Cordages Limited are prepared in compliance with applicable provisions of the Companies Act, 2013, and âInd ASâ issued by the Institute of Chartered Accountants of India as well as Listing Regulations as prescribed by the Securities and Exchange Board of India (SEBI). The Financial Statements of Hong Kong based subsidiary Responsive Industries Limited and Axiom Cordages Limited. are prepared in accordance with the Small and Medium sized Entity Financial Reporting Standard (SME-FRS) issued by the Hong Kong Institute of Certified Public Accountants (HKICPA) and in Compliance with the Hong Kong Companies Ordinance.
8. CORPORATE GOVERNANCE
The Company has complied with all the mandatory requirements of Corporate Governance. A separate report on Corporate Governance and a certificate from M/s. P. P. Shah & Co.,
Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance is given in a separate section and forms part of the Annual Report. Further, a declaration affirming compliance with the code of conduct by all the Board members and senior management personnel along with certificate under Regulation 17(8) of the SEBI Listing Regulations is also given in this Annual Report.
9. DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh Pandey (DIN 00092767) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Accordingly, his re-appointment forms part of the notice of the ensuing Annual General Meeting.
Mr. Rishab Agarwal is appointed as Managing Director of the Company w.e.f. 02 May, 2018 by the Board of Directors of the Company for a term of 5 years subject to the approval of shareholders. Accordingly, his appointment forms part of the Notice of this ensuing Annual General meeting. Mrs. Rohini Agarwal is appointed as Additional Director on the Board w.e.f. 02 May, 2018 by the Board of Directors of the Company. Accordingly, her appointment as a Director of the Company forms part of the Notice of this ensuing Annual General meeting of the Company.
Mr. Jagannadham Thunuguntla and Mrs. Jyoti Rai were appointed as Independent Director at the Annual General Meeting held on 22nd September, 2015 for a period of 3 years and their tenure expires in this ensuing Annual General meeting. They are proposed to be re-appointed as an Independent Director for another term of five consecutive years for a term up to the conclusion of the 41st Annual General meeting to be held in the calendar year 2023. Accordingly, their re-appointment forms part of the notice of the ensuing Annual General Meeting.
Mr. S.S. Thakur was reappointed as Independent Director at the Annual General meeting held on 29th September, 2017 for another term of 5 consecutive years. All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and SEBI Listing Regulations. During the year, nonexecutive directors of the Company had no pecuniary relationship or transactions with the Company.
10. DIRECTORSâ RESPONSIBILITY STATEMENT
Your Directors state that:
(a) in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed and there are no material departures;
(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 as at March 31, 2018 and of the Profit & loss of the Company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 f< safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and
(f) the Directors have devised proper system to ensure compliance with the provisions o all applicable laws and that such system are adequate and operating effectively.
11. PLEDGE OF SHARES
None of the equity shares of the Directors of the Company are pledged with any banks or financial institutions.
12. PUBLIC DEPOSITS
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.
13. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013
No material changes and commitments which could affect the Companyâs financial position have occurred between the end of the financial year of the Company and date of this report.
14. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion & Analysis Report for the year under review is attached, whic forms part of the Annual Report.
15. PROPOSAL OF EMPLOYEE STOCK OPTION SCHEME:
Equity based compensation is considered to be an integral part of employee compensation across sectors which enables alignment of personal goals of the employees with organizational objectives by participating in the ownership of the Company through share based compensation scheme/plan. Your Company believes in rewarding its employees including Directors of the Company for their continuous hard work, dedication and support, which has led the Company on the growth path.
The Company intends to implement the RESPONSIVE INDUSTRIES LIMITED Employees Stock Option Scheme 2018 (RESPONSIVE ESOS 2018), with a view to attract and retain key talents working with the Company by way of rewarding their performance an and had replaced the earlier Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (âSEBI ESOP Guidelines 1999â). All listed companies having existing schemes to which the SEBI Regulations apply were required to comply with the same in their entirety.
Accordingly, it is proposed to adopt a new scheme under the SEBI SBEB Regulations, under the name and style âRESPONSIVE ESOS 2018â for the purposes of granting options to the Employees/Directors of the Company and its subsidiaries, as applicable.
The Resolutions contained in the AGM notice to the Membersâ seeks their approval to authorise the Board of Directors of the Company to create, issue, offer and allot equity shares, from time to time, to employees/Directors of the Company and its subsidiaries under this Scheme.
A copy of the proposed RESPONSIVE ESOS Scheme 2018 will also be available for inspection at the Registered Office and Corporate Office of the Company between 10:00 a.m. to 1:00 p.m. on all working days up to the last date of the AGM. Also main feature of ESOP are also included in the explanatory Statement to the notice of AGM.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, required information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the âAnnexure Aâ to the Directorsâ Report.
17. GROUP
Pursuant to intimation from the promoters, the names of the promoters & entities comprising the âGroupâ are disclosed in the Annual report for the purpose of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 in âAnnexure Bâ.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company has developed a CSR Policy which indicates the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013. The CSR Policy has been uploaded on the website of the Company. The Annual Report on CSR activities is annexed as âAnnexure Câ and forms a part of this Report.
19. EXTRACT OF ANNUAL RETURN
20. AUDITORS
20.1 Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and rules framed thereunder, M/s. SGCO & Co. LLP, Chartered Accountants (Firm Reg. No: 112081W/W100184) were appointed as Statutory Auditors of the Company from the conclusion of the Thirty Fifth Annual General Meeting (AGM) of the Company held on 29th September, 2017 till the conclusion of AGM to be held in the calendar year 2022, subject to ratification of their appointment at every AGM. Accordingly resolution seeking memberâs approval for ratification of the appointment of SGCO & Co. LLP, Chartered Accountants as Statutory Auditors forms part of the Notice convening the Annual General Meeting.
They have confirmed their eligibility and submitted the Certificate in writing that their appointment, if made, would be within the prescribed limit under the Act and they are not disqualified for appointment.
The Auditorâs Report for the f.y. ended 31st March, 2018 does not contain any qualification, reservation or adverse remark and is prepared as per âInd ASâ
20.2 Cost Auditors
Pursuant to Section 148 of Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, on recommendations of Audit Committee, your Directors has appointed M/s. S.K. Agarwal & Associates to audit the cost accounts of the Company for the financial year 2018-19.
A Resolution seeking memberâs approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.
20.3 Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointed M/s. P.P. Shah & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 is annexed herewith as âAnnexure Eâ. It does not contain any qualification, reservation or adverse remark except for Non-appointment of Chief Financial Officer (CFO) and partial spending of amount towards Corporate Social Responsibility (CSR) by the Company.
As per the provision of section 203(1) of the Companies Act, 2013, the Company is required to appoint CFO. The Company is in process of finding suitable person as its Chief Financial Officer. The Company has been working on identifying the other projects apart from already taken for carrying out CSR activities; this has taken more than the estimated time looking at the total spending requirement.
21. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the year under review were in the ordinary course of business and on armâs length basis. The Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in nature. All Related Party Transactions are placed before the Audit Committee and Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature. Your Directors draw attention of the members to note no.33 to the standalone financial statement which sets out related party disclosures.
The Company has developed a Related Party Transactions Policy which has been uploaded on the website of the Company and web-link thereto has been provided in the Corporate Governance report.
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has set up an Internal Complaints Committee (ICC) for providing redressal mechanism pertaining to Sexual harassment of women employees at workplace. The Company has not received any compliant pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
23. RISK MANAGEMENT
The Company has laid down the procedures to inform the Board about the risk assessment and minimization procedures and the Board has formulated Risk Management Policy to ensure that the Board, its Audit Committee and its management should collectively identify the risks impacting the Companyâs business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.
24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is also defined. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
Internal Financial Control
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, including audit of internal financial controls over financial reporting, and the reviews performed by management and the audit committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and operating effectively as at March 31, 2018.
During the year under review, no material or serious observation has been observed for inefficiency or inadequacy of such controls.
25. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct & Ethics without fear of reprisal. The employees and directors may report to the Compliance officer and have direct access to the Chairman of the Audit Committee. The Whistle blower Policy is placed on the website of the Company.
26. BOARD MEETINGS
During the year, 4 (Four) Board Meetings were held on 30th May 2017, 10th August, 2017, 14th November, 2017 and 14th February, 2018. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
As stipulated by code of Independent Director under the Companies Act, 2013. A separate meeting of the Independent Director of the Company was held on 14th February, 2018 to review the performance of Non Independent Directors, Chairman and the Board as a whole.
27. AUDIT COMMITTEE
The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. As on date, it comprises of Mr. S. S. Thakur - Chairman of Committee, Mr. Rajesh Pandey, Mr. Jagannadham Thunuguntla and Ms. Jyoti Rai as member. The Company Secretary of the Company acts as a Secretary of the Committee.
28. NOMINATION & REMUNERATION POLICY
The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The detail of the same has been disclosed in the Corporate Governance Report.
29. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, performance evaluation of Board and that of its Committees and Individual Directors was carried out. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, participation by all directors and developing consensus amongst the directors for all decisions. The Chairman was evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the view of the Executive Directors and Non-Executive Directors.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators/Courts/tribunals which would impact the going concern status of the Company and its future operations.
31. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES
During the year under review, the Company has not given any loan or guarantee or provided security in connection with loan to any other body corporate or person as specified in Section 186 of the Companies Act, 2013. For information pertaining to Investments, kindly refer notes to financial statements.
32. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
There were no employees of the Company drawing remuneration exceeding the specified limit during the year under consideration, hence the details prescribed under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable.
Details pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014:
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2017-18 and
(ii) The percentage increase in remuneration of each Director and Company Secretary in the financial year 2017-18.
Sr. No. |
Name of the Director/KMP and Designation* |
Remuneration of Director/KMP for financial year 2017-18 (Rs. in Million) |
Ratio of remuneration of each director to the median remuneration of employees |
% increase in remuneration in the financial year 2017-18 |
1 |
Mr. Atit Agarwal (Non-Executive Chairman) |
- |
- |
- |
2. |
Mr. S.S.Thakur (Independent NonExecutive Director) |
0.50 |
1.58 |
-9.09% |
3. |
Mr. Jagannadham Thunuguntla (Independent NonExecutive Director) |
0.50 |
1.58 |
-7.41% |
4. |
Ms. Jyoti Rai (Independent NonExecutive Director) |
0.25 |
0.79 |
-16.67% |
5. |
Ms. Ruchi Jaiswal Company Secretary & Compliance Officer |
0.39 |
1.23 |
- |
6. |
**Ms. Alpa Ramani Company Secretary & Compliance Officer |
0.07 |
0.23 |
3.05% |
* Details not given for Mr. Rajesh Pandey as he did not receive any remuneration from the Company.
** Remuneration of Ms. Alpa Ramani is for the month of April and May, 2017.
She resigned w.e.f 30 May, 2017.
(iii) The Median Remuneration of employees of the Company for the financial year 2017-18 is Rs. 0.32 Million and there was a decrease of 3.03 % compared to the previous financial year.
(iv) The number of permanent employees on the rolls of the Company is 264 for the financial year ended March 31, 2018.
(v) Average percentage decrease in the salaries of employees other than the key managerial personnel for the financial year 2017-18 was approx. 4.30%. The decrease in the remuneration of key managerial personnel was approx. 31.23%. The remuneration is determined based on the performance of the employees of the company.
(vi) The remuneration of Whole-Time Director of the Company does not include any variable component. The key parameters for the variable component of remuneration availed by Independent Non-Executive Directors is based on their attendance and contribution at the Board and Committee Meetings.
(vii) It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.
34. HUMAN RESOURCES
The industrial relations at the manufacturing facilities of your Company have been cordial during the year. Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companyâs Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.
35. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Companyâs policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.
36. ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders. Accordingly, your Companyâs operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.
37. ACKNOWLEDGEMENTS
Your Directors gratefully acknowledge the support given by the Customers, Dealers, Distributors, Suppliers, Bankers, various departments of the Central and State Governments, Local Authorities and members of the Company.
Your Directors would further like to record their appreciation for the unstinted effort put by all Employees of the Company during the year.
For and on behalf of the Board,
Place : Mumbai Rajesh Pandey
Date : 02nd May, 2018 Director
Mar 31, 2017
DIRECTORSâ REPORT DEAR MEMBERS,
The Directors have pleasure in presenting this Thirty fifth Annual Report on the business and operations of your Company with the Audited Financial Statements for the year ended March 31, 2017.
1. FINANCIAL PERFORMANCE
Financial Results |
(Rs. in Millions) |
|
2016-17 |
2015-16 |
|
Sales and Other Income |
18,406.49 |
18,468.37 |
Profit before Interest, Depreciation & Tax |
1,538.04 |
1,816.76 |
Less: Interest & Other Financial Charges |
228.95 |
256.78 |
Profit before Depreciation & Tax |
1,309.09 |
1,559.98 |
Less: Depreciation |
987.65 |
1,276.47 |
Profit before Tax |
321.44 |
283.51 |
Less: Provision for Taxation |
114.73 |
105.16 |
Net Profit after Tax |
206.71 |
178.35 |
Other Comprehensive Income |
0.34 |
(1.57) |
Total Comprehensive Income for the year |
207.05 |
176.78 |
Balance brought forward from previous year |
3,506.68 |
3,392.59 |
Profit available for appropriations |
3,713.73 |
3,569.37 |
Appropriations |
||
Transfer to General Reserve |
- |
- |
Proposed Final Dividend |
26.69 |
26.69 |
Interim Dividend |
- |
26.69 |
Corporate Dividend Tax |
5.24 |
9.31 |
Balance carried to Balance Sheet |
3,681.80 |
3,506.68 |
2. OPERATIONS & STATE OF COMPANYâS AFFAIRS
Your Company earned revenue of Rs. 18,406.49 Million for the year ended 31st March, 2017, as compared to Rs. 18,468.37 Million in the previous financial year.
The Company recorded a Net Profit after Tax of Rs. 206.71 Million for the year ended 31st March, 2017. The Net Profit after Tax for the financial year ended 31st March, 2016 was Rs. 178.35 Million.
There was no change in nature of business of the Company during the year under review.
3. DIVIDEND
Your Directors recommend Dividend of 10% i.e. Re.0.10 per Equity Share of face value of Re.l/- each fully paid up aggregating to Rs. 26.69 Million for the year ended 31st March, 2017.
4. TRANSFER TO RESERVES
The Board of Directors has not recommended transfer of any amount to reserves.
5. SHARE CAPITAL
The paid up Equity Share Capital as at March 31, 2017 stood at 266.91 Million. During the year under review, the Company has not issued shares with differential voting rights nor granted any stock options or sweat equity shares. As on March 31, 2017, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
6. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES
The Company has one material non listed Indian Subsidiary Company i.e. Axiom Cordages Limited. The policy for determining material subsidiaries of the Company is available on the website of the Company i.e. www.responsiveindustries.com. Responsive International Limited, a wholly owned subsidiary of the Company has not yet commenced its operations.
The Company does not have any associate Company & Joint venture.
Performance of Axiom Cordages Limited is as follows:
The total revenue of Axiom Cordages Limited stood at Rs. 2184.60 Million (Previous year 4324.36 Million). Profit after tax for the year stood at Rs. (104.32) Million (Previous year 17.33 Million).
The requirement of appointing Independent Director of the Company on the Board of Directors of the subsidiary Company has been duly complied with. The requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (âSEBI Listing Regulationsâ) with regard to subsidiary company have been complied with. Statement containing salient features of the financial statement of Subsidiary Company in Form AOC-1 forms part of this Annual Report.
7. CONSOLIDATED FINACIAL STATEMENT
The Consolidated Financial Statements of the Company and of its Subsidiary, Axiom Cordages Limited are prepared in compliance with applicable provisions of the Companies Act, 2013, and Indian Accounting Standards issued by the Institute of Chartered Accountants of India as well as Listing Regulations as prescribed by the Securities and Exchange Board of India (SEBI).
8. CORPORATE GOVERNANCE
The Company has complied with all the mandatory requirements of Corporate Governance. A separate report on Corporate Governance and a certificate from M/s. P. P. Shah & Co., Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance is given in a separate section and forms part of the Annual Report. Further, a declaration affirming compliance with the code of conduct by all the Board members and senior management personnel along with certificate under Regulation 17(8) of the SEBI Listing Regulations is also given in this Annual Report.
9. DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Atit Agarwal (DIN 02330412) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Accordingly, his re-appointment forms part of the notice of the ensuing Annual General Meeting.
Mr. Atit Agarwal is re-designated as Non-Executive Chairman of the Company effective from 01st June, 2016 at the Board Meeting held on 30th May, 2016.
Mr. S.S.Thakur was appointed as Independent Director at the Annual General Meeting held on 09th August, 2014 for a period of 3 years. Mr. S.S. Thakur is proposed to be re-appointed as an Independent Director for five consecutive years for a term up to the conclusion of the 40th Annual General Meeting in the calendar year 2022. Accordingly, his re-appointment forms part of the notice of the ensuing Annual General Meeting.
Mr. Jagannadham Thunuguntla & Ms. Jyoti Rai were appointed as Independent Director at the Annual General Meeting held on 22nd September, 2015. All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and SEBI Listing Regulations. During the year, nonexecutive directors of the Company had no pecuniary relationship or transactions with the Company.
Ms. Alpa Ramani, Company Secretary & Compliance Officer of the Company has resigned w.e.f. 30th May, 2017. The Board has appointed Ms. Ruchi Jaiwsal as Company Secretary & Compliance Officer of the Company w.e.f. 30th May, 2017.
10. DIRECTORSâ RESPONSIBILITY STATEMENT
Your Directors state that:
(a) in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed and there are no material departures;
(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 as at March 31, 2017 and of the Profit & loss of the Company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and
(f) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.
11. PLEDGE OF SHARES
None of the equity shares of the Directors of the Company are pledged with any banks or financial institutions.
12. PUBLIC DEPOSITS
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.
13. DISCLOSURES UNDER SECTION 134(3)(1) OF THE COMPANIES ACT, 2013
No material changes and commitments which could affect the Companyâs financial position have occurred between the end of the financial year of the Company and date of this report.
14. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion & Analysis Report for the year under review is attached, which forms part of the Annual Report.
15. BUSINESS RESPONSIBILITY REPORT
The âBusiness Responsibility Reportâ (BRR) of your Company for the year 2016-17 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, required information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the âAnnexure Aâ to the Directorsâ Report.
17. GROUP
Pursuant to intimation from the promoters, the names of the promoters & entities comprising the âGroupâ are disclosed in the Annual report for the purpose of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 in âAnnexure Bâ.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company has developed a CSR Policy which indicates the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013. The CSR Policy has been uploaded on the website of the Company. The Annual Report on CSR activities is annexed as âAnnexure Câ and forms a part of this Report.
19. EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in form MGT 9, as required under Section 92(3) of the Companies Act, 2013 is included in this Report as âAnnexure Dâ and forms an integral part of this Report.
20.1 Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and rules framed there under, M/s. Haribhakti & Co. LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the Thirty Second Annual General Meeting (AGM) of the Company held on 09th August, 2014 till the conclusion of AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.
Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed there under, as amended from time to time, SGCO & Co. LLP, Chartered Accountants (Firm Reg. No: 112081W/W100184)) appointed as the Statutory Auditors of the Company by the Board of Directors at their meeting held on 30th May, 2017 to hold office for a period of five years from the conclusion of this Annual General Meeting (AGM) till the conclusion of 40th Annual General Meeting subject to ratification of their appointment at every AGM of the Company in place of M/s. Haribhakti & Co. LLP, Chartered Accountants.
A Resolution seeking memberâs approval for appointment of SGCO & Co. LLP, Chartered Accountants as Statutory Auditors forms part of the Notice convening the Annual General Meeting.
They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and submitted the Certificate in writing that their appointment, if made, would be within the prescribed limit under the Act and they are not disqualified for appointment.
The Auditorâs Report for the Financial Year ended 31st March, 2017 does not contain any qualification, reservation or adverse remark and is prepared as per India Accounting Standard (INDAS).
20.2 Cost Auditors
Pursuant to Section 148 of Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, on recommendations of Audit Committee, your Directors has appointed M/s. S.K. Agarwal & Associates to audit the cost accounts of the Company for the financial year 2017-18.
A Resolution seeking memberâs approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.
20.3 Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company has appointed M/s. P.P. Shah & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 is annexed herewith as âAnnexure Eâ. It does not contain any qualification, reservation or adverse remark except for Non-appointment of Chief Financial Officer (CFO) and partial spending of amount towards Corporate Social Responsibility (CSR) by the company.
As per the provision of section 203(1) of the Companies Act, 2013, the Company is required to appoint CFO. The Company is in process of finding suitable person as its Chief Financial Officer. The Company has been working on identifying the projects for carrying out CSR activities; this has been take more time than estimated looking at the total spending requirement.
21. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the year under review were in the ordinary course of business and on armâs length basis. The Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in nature. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. Your Directors draw attention of the members to note no. 33 to the standalone financial statement which sets out related party disclosures.
The Company has developed a Related Party Transactions Policy which has been uploaded on the website of the Company and web-link thereto has been provided in the Corporate Governance report.
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has set up an Internal Complaints Committee (ICC) for providing redressal mechanism pertaining to Sexual harassment of women employees at workplace. The Company has not received any compliant pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
23. RISK MANAGEMENT
The Company has laid down the procedures to inform the Board about the risk assessment and minimization procedures and the Board has formulated Risk Management Policy to ensure that the Board, its Audit Committee and its management should collectively identify the risks impacting the Company''s business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.
24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is also defined. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
Internal Financial Control
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, including audit of internal financial controls over financial reporting, and the reviews performed by management and the audit committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and operating effectively as at March 31, 2017.
During the year under review, no material or serious observation has been observed for inefficiency or inadequacy of such controls.
25. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The employees and directors may report to the Compliance officer and have direct access to the Chairman of the Audit Committee. The Whistle blower Policy is placed on the website of the Company.
26. BOARD MEETINGS
During the year, 4 (Four) Board Meetings were held on 30th May 2016, 09th September 2016, 01st December 2016 and 14th February, 2017.
27. AUDIT COMMITTEE
The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. As on date, it comprises of Mr. S. S. Thakur - Chairman of Committee, Mr. Rajesh Pandey, Mr. Jagannadham Thunuguntla and Ms. Jyoti Rai as member. The Company Secretary of the Company acts as a Secretary of the Committee.
28. NOMINATION & REMUNERATION POLICY
The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The detail of the same has been disclosed in the Corporate Governance report.
29. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, performance evaluation of Board and that of its Committees and individual Directors was carried out. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, participation by all directors and developing consensus amongst the directors for all decisions. The Chairman was evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the view of the executive directors and non-executive directors.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.
31. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES
During the year under review, the Company has not given any loan or guarantee or provided security in connection with loan to any other body corporate or person as specified in Section 186 of the Companies Act, 2013. For information pertaining to Investments, kindly refer notes to financial statements.
32. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
There were no employees of the Company drawing remuneration exceeding the specified limit during the year under consideration, hence the details prescribed under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable.
Details pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014:
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2016-17 and
(ii) The percentage increase in remuneration of each Director and Company Secretary in the financial year 2016-17.
Sr. No. |
Name of the Director/KMP and Designation* |
Remuneration of Director/KMP for financial year 2016-17 (Rs. in Millions) |
Ratio of remuneration of each director to the median remuneration of employees |
% increase in remuneration in the financial year 2016-17 |
1 |
Mr. Atit Agarwal (Non-Executive Chairman)** |
0.65# |
1.97 |
9.86% |
2. |
Mr. S.S.Thakur (Independent NonExecutive Director) |
0.55 |
1.65 |
3. |
Mr. Jagannadham Thunuguntla (Independent NonExecutive Director) |
0.54 |
1.60 |
|
4. |
Ms. Jyoti Rai (Independent NonExecutive Director) |
0.30 |
0.89 |
|
5. |
Ms. Alpa Ramani Company Secretary & Compliance Officer |
0.45 |
11.55% |
* Details not given for Mr. Rajesh Pandey as he did not receive any remuneration from the Company.
** Mr. Atit Agarwal is re-designated as Non-Executive Chairman of the Company effective from 01st June, 2016 at the Board Meeting held on 30th May, 2016.
# Drawn remuneration for part of the year.
(iii) The Median Remuneration of employees of the Company for the financial year 201617 is Rs. 0.33 Million and there was an increase of 22.22% compared to the previous financial year.
(iv) The number of permanent employees on the rolls of the Company is 255 for the financial year ended March 31, 2017.
(v) Average percentage increase made in the salaries of employees other than the key managerial personnel for the financial year 2016-17 was approx. 10.18 %. The increase in the remuneration of key managerial personnel was approx. 10.54 %. The increase in remuneration is determined based on the performance of the employees of the company.
(vi) The remuneration of Whole-Time Director of the Company does not include any variable component. The key parameters for the variable component of remuneration availed by Independent Non-Executive Directors is based on their attendance and contribution at the Board and Committee Meetings.
(vii) It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.
33. HUMAN RESOURCES
The industrial relations at the manufacturing facilities of your Company have been cordial during the year. Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companyâs Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.
34. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Companyâs policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.
35. ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders. Accordingly, your Companyâs operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.
36. ACKNOWLEDGEMENTS
Your Directors gratefully acknowledge the support given by the Customers, Dealers, Distributors, Suppliers, Bankers, various departments of the Central and State Governments, Local Authorities and members of the Company.
Your Directors would further like to record their appreciation for the unstinted effort put by all Employees of the Company during the year.
For and on behalf of the Board,
Place : Mumbai RajeshPandey
Date : 30th May, 2017 Director
Mar 31, 2015
DEAR MEMBERS,
The Directors have pleasure in presenting this Thirty-Third Annual
Report on the business and operations of your Company with the Audited
Financial Statements for the year ended March 31,2015.
1. FINANCIAL PERFORMANCE
Financial Results (Rs. in million)
2014-15 2013-14
Sales and Other Income 15,350.99 18,572.05
Profit before Interest, 1,962.93 1,978.00
Depreciation & Tax
Less: Interest (Net) 259.35 294.28
Profit before Depreciation & Tax 1,703.58 1,683.72
Less: Depreciation 1,231.18 1,059.89
Profit before Tax 472.40 623.83
Less: Provision for Taxation 140.50 115.95
Net Profit after Tax 331.90 507.88
Balance brought forward from 3,053.17 2,576.52
previous year
Profit available for appropriations 3,385.07 3,084.40
Appropriations
Transfer to General Reserve - -
Proposed Dividend - Equity Shares 26.69 26.69
Corporate Dividend Tax 5.43 4.54
Balance carried to Balance Sheet 3,352.95 3,053.17
2. OPERATIONS & STATE OF COMPANY''S AFFAIRS
Your Company earned revenue of Rs. 15,350.99 Million for the year ended
31st March, 2015, as compared to Rs. 18,572.05 Million in the previous
financial year.
The Company recorded a Net Profit after Tax of Rs. 331.90 Million
compared to Rs. 507.88 Million in the previous financial year.
There was no change in nature of business of the Company, during the
year under review.
3. DIVIDEND
Your Directors recommend a Dividend of 10% i.e. Re. 0.10 per Equity
Share of face value of Re. 1/- each fully paid up aggregating to Rs.
26.69 Million for the year ended 31st March 2015.
4. TRANSFER TO RESERVES
The Board of Directors has not recommended transfer of any amount to
reserves.
5. SHARE CAPITAL
The paid up Equity Share Capital as at March 31, 2015 stood at 266.91
Million. During the year under review, the Company has not issued
shares with differential voting rights nor granted any stock options
or sweat equity shares. As on March 31, 2015 none of the Directors of
the Company hold instruments convertible into equity shares of the
Company.
During the year under review, there were no instances of non-exercising
of voting rights in respect of shares purchased directly by employees
under a scheme pursuant to Section 67(3) of the Act read with Rule
16(4) of Companies (Share Capital and Debentures) Rules, 2014.
6. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES
The Company has one material non listed Indian Subsidiary Company i.e.
Axiom Cordages Limited. The policy for determining material
subsidiaries of the Company is available on the website of the Company
i.e. www.responsiveindustries.com. Responsive International Limited, a
wholly owned subsidiary of the Company has not yet commenced its
operations.
The Company does not have any associate Company & Joint venture.
Performance of Axiom Cordages Limited is as follows:
The total revenue of Axiom Cordages Limited stood at Rs.6,045.65
Million (Previous year 6,855.45 Million). Profit after tax for the year
stood at Rs.290.09 Million (Previous year 316.68 Million). The
requirement of appointing Independent Director of the Company on the
Board of Directors of the subsidiary Company has been duly complied
with. The requirements of the Clause 49 of the Listing Agreement with
regard to subsidiary company have been complied with. Statement
containing salient features of the financial statement of Subsidiary
Company in Form AOC-1 forms part of this Annual Report.
7. CONSOLIDATED FINACIAL STATEMENT
The Consolidated Financial Statements of the Company and of its
Subsidiary, Axiom Cordages Limited are prepared in compliance with
applicable provisions of the Companies Act, 2013, Accounting Standard
(AS-21) and other Accounting Standards issued by the Institute of
Chartered Accountants of India as well as Listing Agreement as
prescribed by the Securities and Exchange Board of India (SEBI).
8. CORPORATE GOVERNANCE
The Company has complied with all the mandatory requirements of
Corporate Governance, as stipulated in Clause 49 of the Listing
Agreement with the stock exchanges. A separate report on Corporate
Governance and a certificate from M/s. P. P. Shah & Co., Practicing
Company Secretaries regarding compliance with the conditions of
Corporate Governance is given in a separate section and forms part of
the Annual Report. Further, a declaration signed by the Chairman cum
Whole Time Director, affirming compliance with the code of conduct by
all the Board members and senior management personnel along with
certificate required under clause 49(IX) of the Listing Agreement is
also given in this Annual Report.
9. DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Rajesh Pandey (DIN
00092767) retires by rotation at the ensuing Annual General Meeting and
being eligible offers himself for reappointment. Accordingly, his
re-appointment forms part of the notice of the ensuing Annual General
Meeting.
Mr. Jagannadham Thunuguntla (DIN 02254282) and Ms. Jyoti Rai (DIN
07091343) was appointed as an Additional Independent Director on the
Board of the Company w.e.f. 12th December, 2014 and 13th February, 2015
respectively. The resolution seeking approval of the Members for the
appointment of Mr. Jagannadham Thunuguntla and Ms. Jyoti Rai have been
incorporated in the notice of the forthcoming Annual General Meeting of
the Company along with brief details about them. The Company has
received a notice under Section 160 of the Act along with requisite
deposit proposing their appointment.
During the year under review, Mr. Atit Agarwal was reappointed as Whole
Time Director of the Company for a period of three years w.e.f. 22nd
August, 2014. Mr. Atit Agarwal, Whole Time Director of the Company
draws remuneration from Subsidiary Company i.e. Axiom Cordages Limited.
Mr. S.S. Thakur and Mr. V.K.Chopra were appointed as independent
directors at the annual general meeting of the Company held on 09th
August, 2014 for a period of three consecutive years.
All Independent Directors have given declaration that they meet the
criteria of independence as laid down under Section 149 (6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement. During the
year, non-executive directors of the Company had no pecuniary
relationship or transactions with the Company.
Mr. Michael Freedman (DIN 03289409) & Mr. V.K. Chopra (DIN 02103940),
Non-Executive Independent Directors of the Company resigned from the
Board w.e.f. 30th May, 2014 and 29th September, 2014 respectively.
10. DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors state that:
(a) in the preparation of the annual financial statements for the year
ended March 31, 2015, the applicable accounting standards have been
followed and there are no material departures;
(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 as at March 31, 2015 and of the Profit & loss of the
Company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) the Directors have laid down internal financial controls to be
followed by the Company and such internal financial controls are
adequate and operating effectively; and
(f) the Directors have devised proper system to ensure compliance with
the provisions of all applicable laws and that such system are adequate
and operating effectively.
11. PLEDGE OF SHARES
None of the equity shares of the Directors of the Company are pledged
with any banks or financial institutions.
12. PUBLIC DEPOSITS
The Company has not accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act 2013 ("the
Act") read with the Companies (Acceptance of Deposit) Rules, 2014
during the year under review. Hence, the requirement for furnishing
details of deposits which are not in compliance with the Chapter V of
the Act is not applicable.
13. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013
No material changes and commitments which could affect the Company''s
financial position have occurred between the end of the financial year
of the Company and date of this report.
14. MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement with the stock
exchanges, the Management Discussion & Analysis Report for the year
under review is given under a separate section and forms part of the
Annual Report.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
In accordance with the provisions of Section 134 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014, required
information relating to the conservation of energy, technology
absorption and foreign exchange earnings and outgo is given in the
"Annexure A" to the Directors'' Report.
16. GROUP
Pursuant to intimation from the promoters, the names of the promoters &
entities comprising the "Group" are disclosed in the Annual report for
the purpose of SEBI (Substantial Acquisition of Shares & Takeovers)
Regulations, 2011 in "Annexure B".
17. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company has developed a CSR Policy which indicates the activities
to be undertaken by the Company as specified in Schedule VII of the
Companies Act, 2013. The CSR Policy has been uploaded on the website of
the Company. The Annual Report on CSR activities is annexed as
"Annexure C" and forms a part of this Report.
18. EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in form MGT 9, as required under Section
92(3) of the Companies Act, 2013 is included in this Report as
"Annexure D" and forms an integral part of this Report.
19. AUDITORS
19.1 Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and rules framed
thereunder, M/s. Haribhakti & Co. LLP, Chartered Accountants, were
appointed as Statutory Auditors of the Company from the conclusion of
the thirty second annual general meeting (AGM) of the Company held on
09th August, 2014 till the conclusion of AGM to be held in the year
2017, subject to ratification of their appointment at every AGM. They
have confirmed their eligibility and submitted the Certificate in
writing that their appointment, if ratified, would be within the
prescribed limit under the Act and they are not disqualified for
appointment. The Auditor''s Report does not contain any qualification,
reservation or adverse remark.
A Resolution seeking member''s approval for ratification of appointment
of Statutory Auditor forms part of the Notice convening the Annual
General Meeting.
19.2 Cost Auditors
Pursuant to Section 148 of Companies Act, 2013 read with Companies
(Cost Records and Audit) Rules, 2014 as amended from time to time, on
recommendations of Audit Committee, your Directors has appointed M/S.
S.K. Agarwal & Associates to audit the cost accounts of the Company for
the financial year 2015-16.
A Resolution seeking member''s approval for the remuneration payable to
the Cost Auditor forms part of the Notice convening the Annual General
Meeting.
19.3 Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the rules made thereunder, the Company has appointed M/S. P.P.Shah
& Co., a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report in Form
MR-3 is annexed herewith as "Annexure E". It does not contain any
qualification, reservation or adverse remark except for Non-
appointment of Chief Financial Officer (CFO) and not spending of amount
towards Corporate Social Responsibility (CSR) by the Company.
As per the provisions of section 203 (1) of the Companies Act, 2013,
the Company is required to appoint CFO. The Company is in process of
finding suitable person as its Chief Financial Officer. The said
provision will be complied in near future. The company was unable to
spend the two per cent of the average net profit of the last three
financial years as this is the first year of implementation of CSR
Policy and it was time consuming to understand the exact nature of
project, location of suitable site, finalization of project
etc.However, the Company is in process of identifying the areas for
implementation of CSR. The Company would ensure in future that all the
provision are compiled to the fullest extent.
20. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the year
under review were in the ordinary course of business and on arm''s
length basis. The Company has not entered into any
contract/arrangement/transaction with related parties which could be
considered material in nature. All Related Party Transactions are
placed before the Audit Committee as also the Board for approval. Prior
omnibus approval of the Audit Committee is obtained for the
transactions which are of a foreseen and repetitive nature. Your
Directors draw attention of the members to note no. 32 to the
standalone financial statement which sets out related party
disclosures.
The Company has developed a Related Party Transactions Policy which has
been uploaded on the website of the Company and web-link thereto has
been provided in the Corporate Governance report.
21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has set up an Internal Complaints Committee (ICC) for
providing redressal mechanism pertaining to Sexual harassment of women
employees at workplace. The Company has not received any compliant
pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
22. RISK MANAGEMENT
The Company has laid down the procedures to inform to the Board about
the risk assessment and minimization procedures and the Board has
formulated Risk management policy to ensure that the Board, its Audit
Committee and its executive management should collectively identify the
risks impacting the Company''s business and document their process of
risk identification, risk minimization, risk optimization as a part of
a risk management policy/ strategy. At present there is no identifiable
risk which, in the opinion, of the Board may threaten the existence of
the Company.
23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is also defined. To maintain its objectivity
and independence, the Internal Audit function reports to the Chairman
of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company and its subsidiaries. Based on the report of internal
audit function, corrective action are undertaken in the respective
areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit
Committee of the Board.
Internal Financial Control
The Company has in place adequate internal financial controls with
reference to financial statements. During the year under review, no
material or serious observation has been observed for inefficiency or
inadequacy of such controls.
24. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In line with the best Corporate Governance practices, Company has put
in place a system through which the Directors and employees may report
concerns about unethical behaviour, actual or suspected fraud or
violation of the Company''s Code of Conduct & Ethics without fear of
reprisal. The employees and directors may report to the Compliance
officer and have direct access to the Chairman of the Audit Committee.
The Whistle-blower Policy is placed on the website of the Company.
25. BOARD MEETINGS
During the Financial year, total 4 (Four) meetings of the Board of
Directors were held on 30th May, 2014, 11th August, 2014, 14th
November, 2014 and 13 th February, 2015 respectively.
26. AUDIT COMMITTEE
The Board has well-qualified Audit Committee with majority of
Independent Directors including Chairman. As on date, it comprises of
Mr. S. S. Thakur (Chairman of Committee), Mr. Rajesh Pandey, Mr.
Jagannadham Thunuguntla and Ms. Jyoti Rai. The Company Secretary of the
Company acts as Secretary of the Committee.
27. NOMINATION & REMUNERATION POLICY
The Board has in accordance with the provisions of sub-section (3) of
Section 178 of the Companies Act, 2013, formulated the policy setting
out the criteria for determining qualifications, positive attributes,
independence of a Director and policy relating to remuneration for
Directors, Key Managerial Personnel and other employees. The detail of
the same has been disclosed in the corporate governance report.
28. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, performance evaluation of Board and that of its
committees and individual Directors was carried out. A structured
questionnaire was prepared after taking into consideration inputs
received from the Directors, covering various aspects of the Board''s
functioning such as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of specific
duties, obligations and governance. A separate exercise was carried
out to evaluate the performance of individual Directors including the
Chairman of the Board, who were evaluated on parameters such as level
of engagement and contribution, independence of judgment, participation
by all directors and developing consensus amongst the directors for all
decisions. The Chairman was evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of
non-independent directors, performance of the Board as a whole and
performance of the Chairman was evaluated, taking into account the view
of the executive directors and non-executive directors.
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators /
Courts/tribunals which would impact the going concern status of the
Company and its future operations.
30. VOLUNTARY DELISTING OF SHARES FROM METROPOLITAN STOCK EXCHANGE OF
INDIA LIMITED (*ERSTWHILE MCX STOCK EXCHANGE LIMITED)
As there was no trading of the equity shares of the Company on
Metropolitan Stock Exchange of India Limited*, the Board of Directors
has, at its meeting held on 30th May, 2014 has approved voluntarily
delisting of total 266912700 equity shares of Re. 1/- each of the
Company from the Metropolitan Stock Exchange of India Limited*. On
application of the Company, the Metropolitan Stock Exchange of India
Limited*has, vide letter dated June 30, 2014 approved the delisting of
the aforesaid equity shares of the Company from the exchange and the
said shares has been suspended from trading w.e.f. July 03, 2014 and
delisted from capital market segment of the Exchange w.e.f. July 08,
2014. However, the equity shares of the Company continue to be listed
on Bombay Stock Exchange Limited and National Stock Exchange of India
Limited having nationwide trading terminals.
31. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES
During the year under review, the Company has not given any loan or
guarantee or provided security in connection with loan to any other
body corporate or person as specified in Section 186 of the Companies
Act, 2013. For information pertaining to Investments, kindly refer
notes to financial statements.
32. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND
OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT &
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
There were no employees of the Company drawing remuneration exceeding
the specified limit during the year under consideration, hence the
details prescribed under Section 197(12) ofthe Act read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are not applicable.
Details pertaining to remuneration as required under Section 197 (12)
of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014:
(i) The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year
2014-15 and
(ii) The percentage increase in remuneration of each Director and
Company Secretary in the financial year 2014-15.
Sr. Name of the Director/KMP Remuneration Ratio of
No. and Designation* of remuneration
Director/KMP each director
for financial the median
(Rs. in Million) employees
1 Mr. Atit Agarwal 2.77 11.40
Chairman and Whole Time
Director
2. Mr. S.S.Thakur 0.53 2.18
Independent Non-Executive
Director
3 Ms. Alpa Ramani 0.33 Â
Company Secretary
Sr. Name of the Director/KMP % increase in
No. and Designation* of remuneration in
to the financial
year 2014-15
1 Mr. Atit Agarwal 25.00%
Chairman and Whole Time
Director
(Increase w.e.f
22.08.2014)
2. Mr. S.S.Thakur
Independent Non-Executive
Director
3 Ms. Alpa Ramani 29.63%
Company Secretary
*Details not given for Mr. V.K. Chopra, Mr. Michael Freedman, Mr.
JagannadhamThunuguntla and Ms.
Jyoti Rai as they were Directors only for part of the financial year
2014-15.Details not given for Mrs. Swati
Agarwal and Mr. Rajesh Pandey as they did not receive any remuneration
from the Company.
(iii) The Median Remuneration of employees of the Company for the
financial year 2014-15 is Rs. 0.24 Million and there was an increase of
21.69 % compared to the previous financial year.
(iv) The number of permanent employees on the rolls of the Company is
267 for the financial year ended March 31,2015.
(v) Average increase in employee''s remuneration was around 16%. Revenue
for the financial year ended March 31, 2015 decreased by 17.34 % as
compared to previous year. Factors considered while recommending
increase in compensation are Industry bench marking and overall
Contribution made by the individuals.
(vi) The remuneration of Key Managerial Personnel(KMP) of the Company
and the percentage increase in the remuneration of the KMP during
2014-15 is as given in (i) and (ii) above. The total remuneration of
Key Managerial Personnel increased by approx. 27% .The performance of
the Company is as stated in (v) above.
(vii) The market capitalization of the Company as on March 31,2015 was
around 33,097 million as compared to 25,423 million as on March 31,
2014. Price Earnings Ratio of the Company was 100 as on March 31, 2015
as against 50.13 as on March 31,2014.
Percentage increase over decrease in the market quotations of the
shares of the company in comparison to the rate at which the company
came out with the last public offer- Not Applicable
(viii) Average percentage increase made in the salaries of employees
other than the key managerial personnel for the FY 2014-15 was approx.
16%. The increase in the remuneration of key managerial personnel was
approx.27%. The increase in remuneration is determined based on the
performance of the employees of the company.
(ix) The remuneration of each of the KMP is given in (i) and (ii)
above. The performance of the Company, in comparison, is stated in (v)
above.
(x) The remuneration of Whole-Time Director of the Company does not
include any variable component. The key parameters for the variable
component of remuneration availed by Independent Non-Executive
Directors is based on their attendance and contribution at the Board
and Committee Meetings.
(xi) The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year - Not Applicable.
(xii) It is hereby affirmed that the remuneration is as per the
Remuneration Policy of the Company.
33. HUMAN RESOURCES
The industrial relations at the manufacturing facilities of your
Company have been cordial during the year. Employees are considered to
be team members being one of the most critical resources in the
business which maximize the effectiveness of the Organization. Human
resources build the Enterprise and the sense of belonging would
inculcate the spirit of dedication and loyalty amongst them towards
strengthening the Company''s Polices and Systems. The Company maintains
healthy, cordial and harmonious relations with all personnel and
thereby enhancing the contributory value of the Human Resources.
34. 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, compliances of
environmental regulations and preservation of natural resources.
35. ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important
stakeholders. Accordingly, your Company''s operations are committed to
the pursuit of achieving high levels of operating performance and cost
competitiveness, consolidating and building for growth, enhancing the
productive asset and resource base and nurturing overall corporate
reputation. Your Company is also committed to creating value for its
other stakeholders by ensuring that its corporate actions positively
impact the socio-economic and environmental dimensions and contribute
to sustainable growth and development.
36. ACKNOWLEDGEMENTS
Your Directors gratefully acknowledge the support given by the
Customers, Dealers, Distributors, Suppliers, Bankers, various
departments of the Central and State Governments, Local Authorities and
members of the Company.
Your Directors would further like to record their appreciation for the
unstinted effort put by all Employees of the Company during the year.
For and on behalf of the Board,
Place : Mumbai Atit Agarwal
Date : 26th May, 2015 Chairman & Whole Time Director
Mar 31, 2013
TO THE MEMBERS
The Directors have pleasure in presenting this Thirty First Annual
Report on the business and operations of your Company with the Audited
Statement of Accounts for the year ended 31st March 2013.
1. FINANCIAL PERFORMANCE Financial Results
(Rs. in Millions)
2012-13 2011-12
Sales and Other Income 15215.36 10760.17
Profit before Interest, Depreciation & Tax 1717.96 1210.61
Less: Interest (Net) 278.63 61.49
Profit before Depreciation & Tax 1439.33 1149.12
Less: Depreciation 921.21 542.29
Profit before Tax 518.12 606.83
Less: Provision for Taxation 44.70 117.35
Net Profit after Tax 473.42 489.48
Balance Brought Forward from previous year 2134.33 1675.87
Profit available for appropriations 2607.75 2165.35
Appropriations
Transfer to General Reserve
Proposed Dividend - Equity Shares 26.69 26.69
Corporate Dividend Tax 4.54 4.33
Balance carried to Balance Sheet 2576.52 2134.33
2. OPERATIONS
Your Company earned revenue of Rs. 15215.36 Millions for the year ended
31st March, 2013, an increase of about 41.40 % as compared to Rs.
10760.17 Millions in the previous financial year.
The year under review was one of the most challenging in recent times,
due to rise in raw material costs and economic uncertainty across the
world. There were also tremendous inflationary pressures in the
manufacturing, environment, including significant increases in power,
manpower and interest costs. These were passed on to customers over the
period, but impacted margins of the Company through some part of the
year. However, we continue to be one of the largest manufacturers of
PVC products in the world and our marketing aimed at novel products and
novel markets has enabled us to grow in domestic and global market.
Despite the constraints and the challenging environment, the company
earned Net Profit after Tax of Rs. 473.42 Millions compared to Rs.
489.48 Millions in the previous year.
3. DIVIDEND
Considering the profitability for the year under consideration and the
future capital requirements of the Company, your Directors recommended
a Dividend of 10 % ie. 0.10 per Equity Share of Re. 1/- each for the
year ended 31st March 2013 and seek your approval for the same.
4. APPLICATION TO MCX STOCK EXCHANGE LIMITED (MCX-SX).
The Company has applied for the listing on MCX Stock Exchange Limited
(MCX-SX) for the secondary equity listing as per resolution dated 18th
January, 2013.
5. CONSOLIDATED FINACIAL STATEMENTS
The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011
dated 8th February, 2011, issued a direction under Section 212(8) of
the Companies Act, 1956 that the provisions of Section 212 shall not
apply to companies in relation to their subsidiaries, subject to
fulfilling certain conditions mentioned in the said circular with
immediate effect. The Board of Directors of your Company at its
meeting held on 6th May, 2013, approved the Audited Consolidated
Financial Statements for the financial year 2012-13 in accordance with
the Accounting Standard (AS-21) and other Accounting Standards issued
by the Institute of Chartered Accountants of India as well as Clause 32
of the Listing Agreement, which include financial information of its
subsidiary, and forms part of this report. The Consolidated Financial
Statements of your Company for the financial year 2012-13, are prepared
in compliance with applicable Accounting Standards and where applicable
Listing Agreement as prescribed by the Securities and Exchange Board of
India.
The annual accounts and financial statements of the subsidiary company
of your Company and related detailed information shall be made
available to members on request and are open for inspection at the
Registered Office of your Company. Your Company has complied with all
the conditions as stated in the circular and accordingly has not
attached the financial statements of its subsidiary company for the
financial year 2012-13. A statement of summarized financials of the
subsidiary of your Company including capital, reserves, total assets,
total liabilities, details of investment, turnover, etc., pursuant to
the General Circular issued by Ministry of Corporate Office, forms part
of this report.
6. DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mrs. Swati Agarwal retires by
rotation at the ensuing Annual General Meeting and being eligible
offers herself for reappointment. Accordingly, her re- appointment
forms part of the notice of the ensuing Annual General Meeting.
7. DIRECTORS'' RESPONSIBILITY STATEMENT
As required by section 217(2AA) of the Companies Act, 1956, your Board
of Directors hereby state:
- that in preparation of the annual accounts, applicable accounting
standards have been followed along with proper explanation relating to
material departures;
- 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 as at March 31, 2013 and of the profit of the
Company for the year ended on that date;
- that 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.
- that the Directors have prepared the annual accounts on a going
concern basis.
8. CORPORATE GOVERNANCE
The Company has complied with all the mandatory requirements of
Corporate Governance, as stipulated in Clause 49 of the Listing
Agreement with the stock exchanges. A separate report on Corporate
Governance and a certificate from M/s. P. P. Shah & Co., Practicing
Company Secretaries regarding compliance with the conditions of
Corporate Governance is given in a separate section and forms part of
the Annual Report. Further, a declaration signed by the Chairman cum
Whole Time Director, affirming compliance with the code of conduct by
all the Board members and senior management personnel along with
certificate from CEO/CFO required under clause 49(V) of the Listing
Agreement is also given therein.
9. PLEDGE OF SHARES
None of the equity shares of the Directors of the Company are pledged
with any banks or financial institutions.
10. PARTICULARS OF EMPLOYEES
There was no employee drawing remuneration exceeding the specified
limit, during the year under consideration, hence details prescribed
under section 217(2A) of the Companies Act, 1956, read with Companies
(particulars of employees) Rules, 1975 are not applicable.
11. PUBLIC DEPOSITS
The Company has not accepted any public deposits during the year under
review.
12. AUDITORS
M/s. Haribhakti & Co., Chartered Accountants, who are the statutory
auditors of the Company, hold office in accordance with the provisions
of the Act upto the conclusion of the forthcoming Annual General
Meeting and are eligible for re-appointment.
13. MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement with the stock
exchanges, the Management Discussion & Analysis Report for the year
under review is given under a separate section and forms part of the
Annual Report.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
In accordance with the provisions of section 217(l)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988. The required information
relating to the conservation of energy, technology absorption and
foreign exchange earnings and outgo is given in the Annexure to the
Directors'' Report.
15. GROUP
Pursuant to intimation from the promoters, the names of the promoters &
entities comprising the "Group" are disclosed in the Annual report
for the purpose of SEBI (Substantial Acquisition of Shares & Takeovers)
Regulations, 2011.
16. INDUSTRIAL RELATIONS
The industrial relations at the manufacturing facilities of your
Company have been cordial during the year. Your Directors wish to place
on record the commitment and involvement of the employees at all levels
and look forward to their co-operation.
17. ACKNOWLEDGEMENTS
Your Directors gratefully acknowledge the support given by the
Customers, Dealers, Distributors, Suppliers, Bankers, various
departments of the Central and State Governments Local Authorities and
also the Shareholders of the Company.
Your Directors would further like to record their appreciation for the
unstinted effort put by all Employees of the Company during the year.
For and on behalf of the Board
For Responsive Industries Limited
Place : Mumbai Atit Agarwal
Date : 6th May, 2013 (Chairman)
Mar 31, 2012
The Directors have pleasure in presenting this Thirtieth Annual Report
on the business and operations of your Company with the Audited
Statement of Accounts for the Year ended 31st March 2012.
FINANCIAL PERFORMANCE
Financial Results (RS. in millions)
2011-12 2010-11
Sales and Other Income 10760.16 7267.53
Profit before Interest,Depreciation & Tax 1210.60 996.29
Less:Interest (Net) 61.50 38.04
Profit before Depreciation & Tax 1149.10 9538.25
Less:Depreciation 542.29 283.49
Profit before Tax 606.81 674.76
Less:Provision for Taxation 117.34 122.04
Net Profit after Tax 489.47 552.72
Less:prior Period Adjustment - 4.17
Balance Brought Forward from previous year 1675.87 1157.72
Profit available for appropriations 2165.34 1706.27
Appropriations
Transfer to General Reverse - -
Proposed Divided- Equity Shares 26.69 26.16
Corporate Dividend Tax 4.32 4.24
Balance carried to Balance Sheet 2134.33 1675.87
2. OPERATIONS
Your Company has posted a turnover of Rs.10760.16 millions, an increase
of about 48% as compared to Rs.7267.53 million in the previous
financial year. The Company recored a net profit of Rs.489.47 millions
as against Rs. 548.55 millions in the corresponding previous financial
year depicting a decline of 10.77%
3. DIVIDEND
considering the profitability for the year under consideration and
future capital requirements of the Company. Your Directors recommended
a Dividend of 10% i.e. 0.10 per Equity Share of Rs.1/- each fully paid
up for year ended 31st March 2012 and seek your approval for the same.
4.ALLOTMENT OF EQUITY SHARES
The Board in their meeting held on 15th February, 2012 has allotted
5267700 Equity Shares of Rs. 1/- each fully paid up at a premium of Rs.
110/- per share to the Promoters to Preferential basis.The said Equity
share have been listed on BSE & NSE and admitted to dealings on the
Exchanges on 23rd May, 2012 & 7th May, 2012 respectively.
5. CONSOLIDATED FINANCIAL STATEMENTS
The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011
dated 8th February,, 2011. issued a direction under Section 212(8) of
the Companies Act, 1956 that the provisions of section 212 shall not
apply to companies in relation to their subsidiaries, subject to
fulfilling certain consolidations mentioned in the said circular with
immediate effect. The Broad of Directors of your Company at its
meeting held on 24th May,2112, approved the Audited Consolidated
Financial Statements for the financial year 2011-12, approved the
Accounting Standard (As-21) and other Accounting Standards issued by
the Institute of Chartered Accounting of India as well as Clause 32 of
the Listed Agreement, Which include financial information of its
subsidiary, and forms part of this report. The Consolidated Financial
Statements of your Company for the financial year 2011-12, are Prepared
in compliance with applicable Accounting Standards and where
applicable Listing Agreement as prescribed by the Securities and
Exchange Broad of India. The annual accounts and financial statements
of the subsidiary company of year Company and related detailed
information shall be made available to members on request and are open
for inspection at the Registered Office of your Company. Your Company
has complied with all the conditions as stated in the circular and
accordingly has not attached the financial statements of its subsidiary
company for the financial year 2011-12. A statement of summarized
financial of the subsidiary of your Company including capital,
reserves,total assets, total liabilities, details of
investment,turnover,etc., pursuant to the General circular issued by
Ministry of Corporate Office, forms part of this report.
6. DIRECTORS
In accordance with the provision of the Companies Act, 1956 and the
Articles of Association of the Company, M. Atit Agrawal retires by
rotation at the ensuring annual General Meeting and being eligible
offers himself for reappointment. Accordingly, his re- appointment
forms part of the notice of the ensuring Annual General Meeting.
7.DIRECTORS' RESPONSIBILITY STATEMENT
A required by section 217(2AA) of the Companies Act, 1956, your Board
of Directors hereby state:
- that in preparation of the annual accounts, applicable accounting
standards have been followed along with proper explanation relating to
material departures;
- that the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so to give a true and fair view of the state of affairs of
the Company as at March 31, 2012 and of the profit of the Company for
the year ended on that date;
- that the Directors have 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;
- that the Directors have prepared the annual accounts on a going
concern
8.CORPORATE GOVERNANCE
The company as complied with all the mandatory requirements of
Corporate Governance, as stipulated in Clause 49 of the Listing Agreement
with the stock exchanges. A separate report on Corporate Governance and
a certificate from M/s. P. P Shah & Co,. Practicing Company Secretaries
regarding compliance with the conditions of Corporate Governance is
given in a separate section and from parts of the Annual Report.
Further, a declaration signed by the Chairman cum Whole Time Director,
affirming compliance with the code of conduct by all the Board members
and senior management personnel along with certificate from CEO/CFO
required under clause 49(v) of the Listing Agreement ins also given
therein.
9. PLEDGE OF SHARES
None of the equity shares of the Directors of the Company are pledged
with any banks or financial institutions.
10. PARTICULARS OF EMPLOYEES
There was no employee drawing remuneration exceeding the specified
limit, during the year under consideration. hence details prescribed
under section 217(2A) of the Companies Act, 1956, read with
Companies(particulars of employees) Rules,1975 are not applicable.
11.PUBLIC DEPOSITS
The company has not accepted any public deposits during the year under
review.
12.AUDITORS
M/s Haribhakti & Co., chartered Accountants, who are the statutory
auditors of the Company, hold office in accordance with the provisions
of the Act upto the conclusion of the forthcoming Annual General
Meeting and are eligible for re-appointment.
13. MANAGEMENT DISCUSSION AND ANALYSIS
pursuant to clause 49 of the Listing Agreement with the stock exchanges,
the Management Discussion & Analysis Report for the year under review
is given under a separate section and forms part of the Annual Report.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
In accordance with the provisions of section 217(1)(e) of the Companies
Act,1956, read with the Companies(Disclosure of particulars in report
of Broad Directors)Rules, 1988, The required information related to the
conservation of energy, technology absorption and foreign exchange
earnings and outgo is given in the Annexure to the Directors' Report.
15. GROUP
Pursuant to intimation from the promoters.the names of the promoters &
entities comprising the "GROUP" are disclosed in the Annual report for
the purpose of the promoters & entities comprising Acquisition of
Shares & Takeovers) Regulations,2011.
16. RECOGNITIONS AND AWARDS
During the Financial year 2011-12 your company received following
recognition and Awards:
- Emerging Company of the year for 2011 by Economic Development Forum.
- Bharat Navnirman Ratna Award by Indian Organisation for Commerce and
Industry.
- Global Achiever's Awards for Young Entrepreneur 2012 by Economic
Development Forum.
- Certificate of Excellence by Inc.500
17. INDUSTRIAL RELATIONS
The industrial relations at the manufacturing facilities of your
Company have been cordial during the year. Your Directors wish to place
on record the commitment and involvement of the employees at all levels
and forward to their co-operation.
18. ACKNOWLEDGEMENTS
Your Directors express their thanks and appreciation to the
shareholders. customers, bankers and all other business associates for
the continuous support given by them the Company and their confidence
in its management and to the employees of the Company for their
valuable contributions.
For and on behalf of the Board
For Responsive Industries Limited
Atit Agarwal
(chairman)
place : Mumbai
Date : 24th May, 2012
Mar 31, 2011
TO THE MEMBERS
The Directors have great pleasure in presenting this Twenty Ninth
Annual Report on the business and operations of your Company with the
Audited Statement of Accounts for the year ended 31st March 2011.
1. FINANCIAL PERFORMANCE
Financial Results (Rs. in millions)
2010-11 2009-10
Sales and Other Income 7267.53 5542.86
Profit before Interest, Depreciation & Tax 996.29 815.99
Less: Interest (Net) 38.04 41.33
Profit before Depreciation & Tax 958.25 774.66
Less: Depreciation 283.49 253.02
Profit before Tax 674.76 521.64
Less: Provision for Taxation 122.04 140.22
Net Profit after Tax 552.72 381.42
Less: Prior Period Adjustment 4.16 -
Balance Brought Forward from previous year 1157.72 805.21
Profit available for appropriations 1706.28 1186.63
Appropriations
Transfer to General Reserve - -
Proposed Dividend - Equity Shares 26.16 24.79
Corporate Dividend Tax 4.24 4.12
Balance carried to Balance Sheet 1675.88 1157.72
2. OPERATIONS
Your Company has posted a turnover of Rs.7178.61 millions, an increase
of about 31.29% as compared to Rs.5467.71 Millions in the previous
financial year. The Company recorded a net profit of Rs.552.72 millions
as against Rs. 381.42 millions in the corresponding previous financial
year depicting a rise of 44.91%
3. DIVIDEND
Considering the profitability for the year under consideration and the
future capital requirements of the Company, your Directors recommended
a Dividend of Re.0.10/- per Equity Share of Rs.l/- each (i.e.10%) for
the year ended 31st March 2011 and seek your approval for the same.
4. SETTING UP OF MEGA PROJECT
During the year under consideration , the Company has set up an
Expansion Project for the manufacture of PVC/CCF Leather Cloth and
Vinyls Floorings at Company's factory located at Village Betegaon ,
Boisar (E) , Tal. Palghar Dist Thane and commercial production has been
started.
5. SUB-DIVISION OF SHARES
The Company reinforced its investor-friendliness with another
initiative: a sub-division of the face value of equity shares from
Rs.10/- per share to Re.l/- per share in pursuance of the resolution
passed by the shareholders in the Annual general meeting held on 10th
September 2010.
This sub-division was carried with specific objectives: to increase the
volume of floating stock, to increase affordability for smaller
shareholders and stimulate a higher trading volume without increasing
the Company's equity base. In view of the above, the authorized equity
share capital of the Company was altered to 42,00,00,000 equity shares
of Re.l/- each and and the issued and the paid-up share share capital
of the Company to 26,16,45,000 equity shares of Re.l/- each.
6. LISTING ON NSE
For years, the Company's small equity capital prevented its listing on
the National Stock Exchange of India. Following the stock split, your
Company's equity increased, which made the listing possible. In the
opinion of the management, the listing, which came into effect from
October 2010 and help narrow the gap between the market capitalization
and what the Company's fundamentals warrant.
7. ALLOTMENT OF EQUITY SHARES PURSUANT TO CONVERSION OF CCDs
The Board in their meeting held on 9th August 2010 has allotted
13,72,500 Equity Shares of Rs.10/- each at a premium of Rs.500/- per
share pursuant to conversion of 0% 7000 Compulsorily Convertible
Debentures (CCDs).
8. CONSOLIDATED FINACIAL STATEMENTS
The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011
dated 8th February, 2011, issued a direction under Section 212(8) of
the Companies Act, 1956 that the provisions of Section 212 shall not
apply to Companies in relation to their subsidiaries, subject to
fulfilling certain conditions mentioned in the said circular with
immediate effect. The Board of Directors of your Company at its
meeting held on 20th May, 2011, approved the Audited Consolidated
Financial Statements for the financial year 2010-11 in accordance with
the Accounting Standard (AS-21) and other Accounting Standards issued
by the Institute of Chartered Accountants of India as well as Clause 32
of the Listing Agreement, which include financial information of all
its subsidiaries, and forms part of this report. The Consolidated
Financial Statements of your Company for the financial year 2010-11,
are prepared in compliance with applicable Accounting Standards and
where applicable Listing Agreement as prescribed by the Securities and
Exchange Board of India. The annual accounts and financial statements
of the subsidiary company of your Company and related detailed
information shall be made available to members on request and are open
for inspection at the Registered Office of your Company. Your Company
has complied with all the conditions as stated in the circular and
accordingly has not attached the financial statements of its subsidiary
Companies for the financial year 2010-11. A statement of summarized
financials of the subsidiary of your Company including capital,
reserves, total assets, total liabilities, details of investment,
turnover, etc., pursuant to the General Circular issued by Ministry of
Corporate Office, forms part of this report.
9. DIRECTORS
During the year 2010-11, Mr.Shobha Singh Thakur , Mr.Vijay Kumar Chopra
, Mr.Akil Hirani and Mr. Michael Freedman have been appointed as
Additional Directors. As per the provisions of Section 260 of the
Companies Act, 1956, these Directors hold office only up to the date of
the forthcoming Annual General Meeting of the Company, and are eligible
for appointment as Directors. The Company has received notices under
Section 257 of the Act, in respect of the above persons, proposing
their appointment as Directors of the Company. Resolutions seeking
approval of the Members for the appointment of Mr.Shobha Singh Thakur,
Mr.Vijay Kumar Chopra , Mr.Akil Hirani and Mr. Michael Freedman as
Directors of the Company have been incorporated in the Notice of the
forthcoming Annual General Meeting along with brief details about them.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Rajesh Pandey retires by
rotation at the ensuing Annual General Meeting and being eligible
offers himself for reappointment. Accordingly, his re- appointment
forms part of the notice of the ensuing Annual General Meeting.
10. DIRECTORS' RESPONSIBILITY STATEMENT
As required by section 217(2AA) of the Companies Act, 1956, your Board
of Directors hereby state:
- that in preparation of the annual accounts, applicable accounting
standards have been followed along with proper explanation relating to
material departures;
- 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 as at March 31, 2011 and of the profit of the Company
for the year ended on that date;
- that 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.
- that the Directors have prepared the annual accounts on a going
concern basis.
11. CORPORATE GOVERNANCE
The Company has complied with all the mandatory requirements of
Corporate Governance, as stipulated in Clause 49 of the Listing
Agreement with the stock exchanges. A separate report on Corporate
Governance and a certificate from M/s. P. P. Shah & Co., Practicing
Company Secretaries regarding compliance with the conditions of
Corporate Governance is given in a separate section and forms part of
the Annual Report. Further, a declaration signed by the Chairman cum
Whole Time Director, affirming compliance with the code of conduct by
all the board members and senior management personnel along with
Certificate from CEO/CFO required under clause 49(V) of the Listing
Agreement are also given therein.
12. PLEDGE OF SHARES
None of the equity shares of the directors of the Company are pledged
with any banks, financial institutions.
13. PARTICULARS OF EMPLOYEES
There was no employee drawing remuneration exceeding the specified
limit, during the year under consideration, hence details prescribed
under section 217(2A) of the Companies Act, 1956, read with Companies
(particulars of employees) Rules, 1975 are not applicable.
14. PUBLIC DEPOSITS
The Company has not accepted any public deposits during the year under
review.
15. AUDITORS
M/s. Haribhakti & Co., Chartered Accountants,, who are the statutory
auditors of the Company, hold office in accordance with the provisions
of the Act upto the conclusion of the forthcoming Annual General
Meeting and are eligible for re-appointment.
16. MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement with the stock
exchanges, the Management Discussion & Analysis Report for the year
under review, is given under a separate section and forms part of the
Annual Report.
17. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
In accordance with the provisions of section 217(l)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of particulars in the
report of Board of Directors) Rules , 1988 . The required information
relating to the conservation of energy, technology absorption and
foreign exchange earnings and outgo is given in the Annexure to the
Directors' Report.
18. GROUP
Pursuant to intimation from the promoters, the names of the promoters &
entities comprising the "group" are disclosed in the Annual report for
the purpose of the SEBI(Substantial Acquisition of Shares & Takeovers)
Regulations, 1977.
19. INDUSTRIAL RELATIONS
The industrial relations at the manufacturing facilities of your
Company have been cordial during the year. Your directors wish to place
on record the commitment and involvement of the employees at all levels
and look forward to their co-operation.
20. ACKNOWLEDGEMENTS
Your Directors express their thanks and appreciation to the
shareholders, customers, bankers and all other business associates for
the continuous support given by them to the company and their
confidence in its management and to the employees of die Company for
their valuable contributions.
For and on behalf of me Board
For Responsive Industries Limited
Place : Betegaon AtitAgarwal
Date : 20th May ,2011 (Chairman)
Mar 31, 2010
The Directors have pleasure in presenting herewith their Twenty Eighth
Annual Report of your Company together with the Audited Financial
statements for the year ended on 31st March, 2010
Financial Results
The performance of the Company for the financial year ended 31 st
March. 2010 is summarised below:
(Rs. in Million)
Description Year ended 31.03.2010 Year ended
31.03.2009
Sales & Other Income 5498.68 4384.68
Profit before Interest and
Depreciation 816.00 526.41
Less: Interest 41.34 3.08
Profit Before Depreciation 774.66 523.33
Less: Depreciation 253.02 207.77
Profit before Tax 521.64 315.56
Less: Provision for Taxation
Current Tax 94.59 39.72
Deferred Tax 43.61 7.47
Fringe Benefit Tax - 1.87
Tax Adjusted for earlier Years 2.02 0.46
Net Profit for the year after Tax 381.42 266.05
Less: Loss of Responsive Polymers
International Ltd. on account of
amalgamation - (46.24)
Add: Profit brought forward from
Previous Period 805.21 596.65
Amount available for appropriation 1186.62 834.22
Proposed Dividend 24.79 24.79
Corporate Dividend Tax 4.12 4.21
Transferred to General Reserve - -
Balance carried forward to Balance
Sheet 1157.72 805.21
Operations
The total turnover of the Company during the period under review stood
at Rs. 5467.71 Million with Profit after Tax amounting to Rs. 381.42
Million as compared to Turnover of Rs. 4270.65 Million with Profit
after Tax amounting to Rs. 266.05 Million, of previous year. Your
Directors are confident that inspite of the slowdown of the Global
Economy during the financial year 2009-10 whereby Indian Economy was
also affected and witnessed a sharp slowdown in most of the sectors of
the Economy, the Companys performance is satisfactory. During the
current year the Company shall endeavour to perform better.
Dividend
The Directors recommend for consideration of the shareholders, at the
ensuing Annual General Meeting, payment of dividend of Re.1/- per share
{10 per cent) for the year ended 31st March, 2010. The amount of
dividend and tax thereon aggregates to Rs. 28.91 Million.
Mega Project Status
The Company is proposing to set up an Expansion Project for the
manufacture of PVC/CCF Leather Cloth (11000 MTPA) and Vinyl Floorings
(35000 MTPA) at Betegaon, Boisar (E), Tal. Palghar Dist Thane.
The Govt, of Maharashtra has conferred the status of "Mega Project" to
Companys aforesaid project. This status will enable the Company to
avail various incentives from the Govt, of Maharashtra in due course of
time.
Preferential Allotment
During the year, your Company raised an aggregate of Rs. 700 Million
through Preferential issue of 7000,0 % Compulsorily Convertible
Debentures of face value of Rs. 1,00,000 each at par convertible into
Equity shares from Foreign Corporate Bodies.
Outstanding CCDs
7000, 0 % Unsecured Compulsorily Convertible Debentures (CCDs) of Rs.
100000/- each are being converted into 13,72.500 Equity shares of Rs.
10 each at a premium of Rs. 500 per share.
Subsidiary Companies
Your Company has one subsidiary company i.e. Axiom Cordages Limited. A
statement pursuant to Section 212 of the Companies Act. 1956, in
respect of Axiom Cordages Limited and its financial statements for the
financial year 2009-10 together with the Report of the Directors and
Auditors thereon are attached to the accounts of the Company.
Consolidated Financial Statements
In compliance with Clause 32 and Clause 50 of the Listing Agreement, as
per the Accounting Standard on Consolidated Financial Statements (AS
21) issued by the Institute of Chartered Accountants of India, the
Audited Consolidated Financial Statements along with the Auditors
Report have been annexed with this report.
Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company. Mr. Santosh Shinde retires by
rotation at the ensuing Annual General Meeting and being eligible
offers himself for reappointment. Accordingly, his re-appointment forms
part of the notice of the ensuing Annual General Meeting.
Directors Responsibility Statement
As required by section 217(2AA) of the Companies Act, 1956. your Board
of Directors hereby state:
- that in preparation of the annual accounts, applicable accounting
standards have been followed along with proper explanation relating to
material departures;
- 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 as at 31st March. 2010 and of the 1 profit of
the Company for the year ended on that date;
- that the Directors have taken proper ana 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.
- that the Directors have prepared the annual accounts on a going
concern basis.
Corporate Governance
The Company has complied with all the mandatory requirements of
Corporate Governance, as stipulated in Clause 49 of the Listing
Agreement with the stock exchanges. A separate report on Corporate
Governance and a certificate from M/s. P. P. Shah & Co., Practicing
Company Secretaries regarding compliance with the conditions of
Corporate Governance is given in a separate section and forms part of
the Annual Report. Further, a declaration signed by the Whole Time
Director, affirming compliance with the code of conduct by all the
board members and senior management personnel along with Certificate
from CEO/CFO required under clause 49(V) of the Listing Agreement are
also given therein.
Pledge of Shares
None of the equity shares of the directors of the Company are pledged
with any banks, financial institutions.
Particulars of Employees
There was no employee drawing remuneration exceeding the specified
limit, during the year under consideration, hence details prescribed
under section 217(2A) of the Companies Act. 1956, read with Companies
(particulars of employees) Rules. 1975 are not applicable.
Public Deposits
The Company has not accepted any public deposits during the year under
review.
Auditors
The Companys Statutory Auditors M/s. Haribhakti & Co., Chartered
Accountants, retire at the ensuing Annual General Meeting and, being
eligible, offer themselves for re-appointment.
Auditors Qualifications
Regarding Auditors qualifications, the Directors state as follows:
For Item 4(iv) of Audit Report:
No provision for Employee Benefits has been made by the Company and the
same shati be accounted for as and when paid . This is not in
accordance with the Accounting Standard 15 (AS - 15) on "Employee
benefits". The liability towards gratuity premium is not presently
ascertained. However, the Company will account for the same in the
ensuing financial year in accordance with AS - 15.
Management Discussion and Analysis
Pursuant to Clause 49 of the Listing Agreement with the stock
exchanges, the Management Discussion & Analysis Report for the year
under review, is given under a separate section and forms part of the
Annual Report.
Conservation of Energy, Technological Absorption, Foreign Exchange
Earnings and Outgo
In accordance with the provisions of section 21 7(1 )(e) of the
Companies Act. 1956, read with the Companies (Disclosure of particulars
in the report of Board of Directors) Rules, 1988 the required
information relating to the conservation of energy, technology
absorption and foreign exchange earnings and outgo is given in the
Annexure to the Directors Report.
Acknowledgements
Your Directors express their thanks and appreciation to the
shareholders, customers, bankers and all other business associates for
the continuous support given by them to the Company and their
confidence in its management and to the employees of the Company for
their valuable contributions.
For and on behalf of the Board
For Responsive Industries Limited
Place: Betegaon Atit Agarwal
Date: 9th August, 2010 (Chairman)
Mar 31, 2009
The Directors have pleasure in presenting herewith their Twenty
Seventh Annual Report of your Company together with the Audited
Financial statements for the year ended on 31st March, 2009.
FINANCIAL RESULTS
The performance of the Company for the financial year ended March 31,
2009 is summarized below:
Financial Results Year ended Year ended
31.03.2009 31.03.2008
Amt (Rs. in Millions) Amt (Rs.in Millions)
Net Sales 4270.65 3717.76
Profit before Interest and
Depreciation 526.41 651.39
Less : Interest 3.08 3.32
Profit Before Depreciation 523.33 648.07
Less: Depreciation 207.77 186.04
Profit before Tax 315.56 462.03
Less: Provision for Taxation
Current Tax 39.72 56.28
Deferred Tax 7.47 25.81
Fringe Benefit Tax 1.87 1.15
Tax Adjusted for earlier Years 0.46 -
Net Prodi for the year after Tax 266.05 378.78
Less: Loss of Responsive Polymers (47.48) -
International Ltd. on account of
amalgamation
Add: Profit brought forward from 596.65 394.96
Previous Period
Amount available for appropriation 815.22 773.74
Proposed Dividend 24.79 16.79
Corporate Dividend Tax 4.21 2.85
Transferred to General Reserve - -
Balance carried forward to Balance
Sheet 786.21 754.09
OPERATIONS
The total turnover of the Company during the period under review stood
at Rs. 4270.65 Millions with Profit after Tax amounting to Rs. 266.05
Millions as compared to Turnover of Rs. 3717.76 Millions with Profit
after Tax amounting to Rs. 378.78 Millions, of previous year. Yours
Directors are confident that inspite of the slowdown of the Global
Economy during the financial year 2008-09 whereby Indian Economy was
also affected and witnessed a sharp slowdown in most of the sectors of
the Economy, the companys performance is satisfactory. During the
current year the company shall endeavor to perform better.
DIVIDEND
our Directors are pleased to recommend for your consideration payment
of a dividend at the rate of the ( Re. 1 per Equity Share) for the
financial year ended on 31st March 2009, amounting to Rs. 29.00
Millions including Corporate Dividend Tax. i
REORGANISATION
Responsive Polymers International Limited (RPIL) has been amalgamated
with the Company with effect from July 1, 2006 (the appointed date) in
terms of the Scheme of Amalgamation (the Scheme) sanctioned by the
Honble High Court of Bombay vide its order dated 13,h February, 2009.
In accordance with the Scheme, the undertaking of RPIL being all assets
and debts, outstandings, credits, liabilities, duties and obligations,
have been transferred to and vested in the Company retrospectively with
effect from the appointed date.
Pursuant to the Scheme, the shareholders holding fully paid up equity
shares in RPIL were allotted 38,00,000 equity shares of the Company,
out of which 9,50,000 Equity shares were allotted during the financial
year under review i.e. on 30th March, 2009 and for the balance
28,50,000 Equity shares a Share Capital Suspense Account had been
created in the financial statements for the year ended 31st March, 2009
with the amount of Rs. 28.50 Millions which were allotted on 08th June,
2009. Further, pursuant to the Scheme, the 1,92,93,200 0% Redeemable N
in-Convertible Preference Shares of Rs. 10/- each held by RPIL in the
Company have been cancelled.
CHANGES IN SHARE CAPITAL
Upon issuance of 38,00,000 Equity shares to the shareholders of RPIL
and cancellation of the 1,92,93,200 0% Redeemable Non-Convertible
Preference Shares held by RPIL in the Company consequent to
amalgamation, the issued, subscribed and paid up share capital as on
31st March, 2009 stands at Rs. 219.42 Millions divided into 2,19,42,000
equity shares of Rs.10/- each with Rs. 28.50 Millions divided into
28,50,000 Equity shares of Rs. 10 each standing in Share Capital
Suspense Account from the earlier Rs. 402.85 Millions comprising
2,09,92,000 equity shares of Rs. 10/- each and 1,92,93,200 0%
Redeemable Non-Convertible Preference Shares of Rs. 10/- each. The
balance 28,50,000 liquify shares of Rs. 10 each appearing in the Share
Capital Suspense Account were allotted by the Company on 08,thJune,
2009 after reclassification of the Authorised Preference Share Capital
of Rs. 20,00,00,000 divided into 2,00,00,000 preference shares of Rs.
10 each into the Authorized Equity Share Capital of Rs. 20,00,00,000
divided into 2,00,00,000 equity shares of Rs. 10 each in the Extra
Ordinary General meeting of the Company held on 28th May 2009.
Presently, as on the date of this report, the Authorized Share Capital
of the Company is Rs. 42,00,00,000 divided into 4,20,00,000 equity
shares of Rs.10 each.
After the end of the Financial year 2008-2009 but before the date of
this report, your Company raised an aggregate of Rs. 70 crores through
Preferential issue of 7000 0% Compulsorily Convertible Debentures of
face value of Rs. 1,00,000 each at par from Foreign Corporate Bodies.
SUBSIDIARY COMPANIES
Your Company has one subsidiary company i.e. Axiom Impex International
Limited. A statement pursuant to Section 212 of the Companies Act,
1956, in respect of Axiom Impex International Limited and its financial
statements for the financial year 2008-09 together with the Report of
the Directors and Auditors thereon, arc attached to the accounts of the
Company.
CONSOLIDATED FINACIAL STATEMENTS
In compliance with Clause 32 and Clause 50 of the Listing Agreement, as
per the Accounting Standard on Consolidated Financial Statements (AS
21) issued by the Institute of Chartered Accountants of India, the
Audited Consolidated Financial Statements along with the Auditors
Report have been annexed with this report.
DIRECTORS
1ÃIn accordance with the with the provisions of the Companies Act, 1956
and the Articles of Association of the Company, Mr. Ashok Jha retire by
rotation at the ensuing Annual General Meeting and being eligible
offers is himself for reappointment. Accordingly, his re-appointment
forms part of the notice of the causing Annual General Meeting.
The Board appointed Mrs Swati Agarwal as an Additional Director on
22,nd August, 2008 and she holds office upto the ensuing Annual General
Meeting. The resolution for her appointment as Director is being moved
at the ensuing Annual General Meeting.
The Board appointed Mr. Atit Agarwal as an Additional Director and
Whole-time Director on 22nd August 2008 and he holds office upto the
ensuing Annual General Meeting. The resolution for his appointment as
Director and Whole-time Director is being moved at the ensuing Annual
General Moling.
DIRECTORS RESPONSIBILITY STATEMENT
As required by section 217(2AA) of the Companies Act, 1956, your Board
of Directors hereby state:
- that in preparation of the annual accounts, applicable accounting
standards have been followed along with proper explanation relating to
material departures;
- 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 as at March 31, 2009 and of the profit of the Company
for the sear ended on that date;
- t.hat 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.
- that the Directors have prepared the annual accounts on a going
concern basis.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a separate report on
Corporate Governance and a certificate from the Mr. Pradip C. Shah,
FCS, Practising Company Secretary regarding compliance with the
conditions of Corporate Governance, forms part of the Annual Report.
PARTICULARS OF EMPLOYEES
There was no employee drawing remuneration exceeding the specified
limit, during the year under consideration, hence details prescribed
under section 217(2A) of the Companies Act, 1956, read with Comapnies
(particulars of employees) Rules, 1975 are not applicable.
PUBLIC DEPOSITS
The Company has not accented any public deposits during the year under
review.
AUDITORS
Your Companys Statutory Auditors M/s. Haribhakti & Co., Chartered
Accountants, retire at the ensuing Annual General Meeting. It is
proposed to re-appoint M/s Haribhakti & Co., Chartered Accountants as
the Statutory Auditors of the Company from the conclusion of this
Annual General Meeting until the conclusion of the next Annual General
Meeting.
AUDITORS REPORT
The notes on account referred to in the Auditors Report are
self-explanatory and therefore do not call for any further explanation
under section 217(3) of the Companies Act, 1956.
MANAGEMENT DISCUSSION AND ANALYSIS
Report on Management Discussion & Analysis is included as a part of
this Annual Report
CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
In accordance with the provisions of section 217 (l)(e) of the
Companies Act, 1956, the required information relating to the
conservation of energy, technology absorption and foreign exchange
earnings and outgo is given in the Annexure to Directors Report.
ACKNOWLEDGEMENTS
Your Directors express their thanks and appreciation to the
shareholders, customers, bankers and all other business associates for
the continuous support given by them to the company and their
confidence in its management and to the employees of the Company for
their valuable contributions.
For AND ON BEHALF OF THE BOARD OF DIRECTORS
DIRECTOR DIRECTOR
Place: Betegaon
Date : 07,th September, 2009