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Directors Report of Semac Consultants Ltd.

Mar 31, 2023

Your directors have pleasure in presenting the 46th Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2023.

FINANCIAL RESULTS

(Rs. in Lakhs)

Standalone

Consolidated

2023

2022

2023

2022

Total Revenue (including other income)

30,607.72

6,141.53

32,969.66

8,455.28

Total Expenditure (including Finance Cost)

28,169.60

6,076.04

30,243.29

8,276.99

Finance Cost

119.05

93.53

119.05

93.53

Profit /(Loss) before tax for the period

2,438.12

65.49

2,726.37

178.29

Tax Expense

771.25

-98.23

800.74

-77.96

Profit /(Loss) for the period (After tax and Exceptional Item)

1,666.87

163.72

1,925.63

256.25

Non-controlling Interest (in-case of consolidated)

0

0

915.17

793.56

Capital Reserve

3,468.64

3,400.30

3,468.64

3,400.30

Capital Redemption Reserve

182.89

182.89

182.89

182.89

General Reserve

1,641.27

1,641.27

1,641.27

1,641.27

Retained earnings

4,739.47

3,140.94

5,051.94

3,285.21

Legal/ Statutory Reserve

0

0

69.26

69.26

Consolidation Adjustment Reserve

0

0

215.11

215.11

RESULTS OF OPERATIONS

On a standalone basis, during the year, your Company has earned revenue from operations to the extent of Rs. 30,173.66 lakhs as against Rs. 5,704.64 lakhs in the previous year. The expenditure incurred during the year under review was Rs. 28,169.60 lakhs as against Rs. 6,076.04 lakhs in the previous year. After tax expense of Rs. 771.25 lakhs during the year under review, the profit for the year stood at Rs. 1,666.87 lakhs as against an after tax profit of Rs. 163.72 lakhs in the previous year.

The total consolidated revenue from operations of your Company for the year ended 31st March, 2023 was Rs. 32,505.60 lakhs compared to Rs. 7,959.53 lakhs in the previous year and the expenditure incurred was Rs. 30,243.92 lakhs against Rs. 8,276.99 lakhs in the previous year which resulted in a consolidated profit before tax of Rs. 2,726.37 lakhs during the year as against Rs. 178.29 lakhs in the previous year. After tax expense of Rs. 800.74 lakhs during the year under review, the consolidated profit for the year stood at Rs. 1,925.63 lakhs as against Rs. 256.25 lakhs in the previous year.

SCHEME OF ARRANGEMENT AMONGST RENAISSANCE ADVANCED CONSULTANCY LIMITED ("RACL") AND RENAISSANCE CONSULTANCY SERVICES LIMITED ("RCSL") AND RENAISSANCE STOCKS LIMITED ("RSL") AND REVATHI EQUIPMENT LIMITED ("REL") ("THE COMPANY") AND SEMAC CONSULTANTS PRIVATE LIMITED ("SCPL") AND RENAISSANCE CORPORATE CONSULTANTS LIMITED ("RCCL")

The National Company Law Tribunal, Chennai Bench has vide its order dated 14th June 2023 and received certified copy of Final Order dated 21st June 2023 sanctioned the Scheme of Arrangement amongst Renaissance Advanced Consultancy Limited ("RACL") and Renaissance Consultancy Services Limited ("RCSL") and Renaissance Stocks Limited ("RSL") and Revathi Equipment Limited ("REL") ("the Company") and Semac Consultants Private Limited ("SCPL") and Renaissance Corporate Consultants Limited ("RCCL") with effect from the appointed date of 1st April, 2022. The said order was filed with the Registrar of Companies, Coimbatore on 10th July 2023 pursuant to which the Scheme has come into effect. Accordingly, the financial statements for the year ended 31st March, 2023 have been presented giving effect to the said Scheme of Arrangement.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, consequent to the scheme of arrangement, the business of demerged undertaking of Renaissance Advanced Consultancy Limited (RACL) and the business of Renaissance Stocks Limited (RSL) was merged with our Company and further our Company has demerged its business of designing, engineering, manufacturing and marketing of blast hole drills to Renaissance Corporate Consultants Limited (RCCL) (now Revathi Equipment India Limited ''REIL''). Further, the business of Semac Consultants Private Limited (SCPL) has been merged with our Company.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company has one subsidiary namely M/s. Semac and Partners, LLC - a subsidiary within the definition of SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015.

The consolidated financial statements of the Company were prepared in accordance with the applicable accounting standards and have been annexed to the Annual Report.

The annual accounts of the subsidiary company are posted on the website of the Company viz. https://semacconsultants.com/ and will also be kept open for inspection by any shareholder at the Registered Office of the Company.

However, the Company does not have any Joint Venture or Associate Companies

ACCOUNTS OF SUBSIDIARY

The Board of Directors (including Audit Committee) have reviewed the affairs of the Subsidiary and the salient features of the financials of Subsidiary Company are provided in the prescribed format AOC -1 attached as Annexure-1.

The Annual Audited Accounts of the Subsidiary Company and the related detailed information will be made available to the shareholders of the Company at the Registered Office of the Company and on the Company website https://semacconsultants. com/ under the section Investor Relations.

RESERVES

The Company has not transferred any amount to its reserves during the year under review. However, the net profit of Rs. 1,666.87 lakhs has been carried forward under the head ''Retained Earnings''.

DIVIDEND

Your Directors are pleased to recommend, subject to the approval of the shareholders, a dividend of Rs. 5.00 per share, i.e., at the rate of 50% for the year on the paid-up equity share capital of the Company as on the reporting date. The dividend, if approved, will be paid to the shareholders subject to deduction of tax at source.

FIXED DEPOSITS

The Company do not hold/ has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 and the rules made there under. Since the Company has not accepted any fixed deposit covered under Chapter V of the Companies Act, 2013, and there are no deposits remaining unclaimed or unpaid as on 31stMarch, 2023, the question of default in repayment of deposits or payment of interest thereon during the year does not arise.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no unpaid/unclaimed Dividend required to be transferred to Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 124 & 125 of the Companies Act, 2013 during the year under review.

CAPITAL STRUCTURE

The issued, subscribed and paid-up share capital of the Company as at 31st March, 2023 stood at Rs. 3,06,69,430/- divided into 30,66,943 Equity Shares of 10/- each and share issued pending allotment of the Company as at 31st March, 2023 stood at 5,03,650/- divided into 50,365 Equity Shares of 10/- each. During the year under review the Company has not made any fresh issue of shares.

However, pursuant to the Scheme of Arrangement amongst Renaissance Advanced Consultancy Limited ("RACL") and Renaissance Consultancy Services Limited ("RCSL") and Renaissance Stocks Limited ("RSL") and Revathi Equipment Limited ("REL") ("the Company") and Semac Consultants Private Limited ("SCPL") and Renaissance Corporate Consultants Limited ("RCCL") sanctioned by the National Company Law Tribunal, Chennai Bench vide order dated 21th June, 2023, the Board of Directors of the Company at their meeting held on 19th of July 2023 have allotted/ cancelled the following shares:

• Allotment of 4,57,000 Equity Shares of 10/- each to the Equity Shareholders of Renaissance Stocks Limited (RSL)

• Cancellation of 4,57,000 Equity Shares of 10/- each held by Renaissance Stocks Limited (RSL) in the Company

The amount of Rs. 5,03,650/- representing the value of 50,365 Equity Shares of Rs. 10/- each to be allotted pursuant to the scheme of Arrangement, has been shown under the head ''Share issued pending allotment'' in the financial statements.

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company for the financial year 2022-23 as required under the Companies Act, 2013 is available on the website of the Company and can be accessed at the link https:// semacconsultants.com/annual-return/

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance and adherence to the corporate governance requirements set out by Securities and Exchange Board of India (SEBI). The Company strives to achieve fairness for all stakeholders and to enhance long term shareholders value.

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company together with the certificate from M/s. MDS & Associates LLP, Company Secretaries, Coimbatore, forms an integral part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors at their Meeting held on 29th July, 2023 have appointed Mr. Jainender Jain (DIN: 10234910) and Mr. Narinder Kumar (DIN: 06949708), as Additional Non-Executive and Independent Directors to hold office for a period of 5 years w.e.f. 29th July, 2023 and they hold office up to the date of this Annual

General Meeting in compliance with Regulation 17(1 C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, Mr. Jainender Jain and Mr. Narinder Kumar fulfils the conditions as specified under the Act read with the Rules made thereunder and the Listing Regulations for their appointment as an Independent Non-Executive Directors of the Company subject to approval of the shareholders in the ensuing Annual General Meeting. The Company has also received declaration from the appointee Directors that they fulfil the criteria of independence as prescribed under Section 149(6) of the Act as well as Regulation 16(1)(b) of the Listing Regulations.

Mr. Harivansh Dalmia was appointed as Additional Director of the Company with effect from 29th August, 2023 and he shall hold office upto the date of this Annual General Meeting. Subsequently, Mr. Harivansh Dalmia was also appointed as the Whole-Time Director of the Company with effect from 29th August, 2023.

Mrs. Deepali Dalmia (DIN: 00017415) Director retires by rotation at the Annual General Meeting and being eligible, offers herself for re-appointment.

Accordingly, necessary resolutions proposing the appointment of Mr. Jainender Jain and Mr. Narinder Kumar as Independent Directors of the Company and Mr. Harivansh Dalmia as Director/ Whole-time Director of the Company and the re-appointment of Mrs. Deepali Dalmia have been included in the Agenda of the Notice convening the Annual General Meeting for the approval of the members.

During the year under review, Mr. T.P. Gandhimathinathan (DIN: 00013687) Non-Executive Non-Independent Director resigned from the Board with effect from 29th July 2023 and Mr. B.V. Ramanan (DIN: 00934602) and Mr. S. Sundarasamy (DIN: 08829760) Non-Executive Independent Directors resigned from the Board with effect from 29th August 2023. The Board wishes to place on record their sincere appreciation for the valuable contributions made by them during their tenure as Directors of the Company.

During the year under review, Mr. Nishant Ramakrishnan resigned as Company Secretary and Compliance Officer of the Company and Mr. Sudhir R resigned as Chief Financial Officer of the Company with effect from 19th July 2023. The Company appointed Ms. Aakriti Gupta as Company Secretary and Compliance Officer and Mr. Anuj Kumar as Chief Financial Officer of the Company with effect from 19th July 2023.

Key Managerial Personnel of the Company as required pursuant to Section 2 (51) and 203 of the Companies Act, 2013 are

1. Mr. Abhishek Dalmia - Chairman and Managing Director

2. Mr. Harivansh Dalmia - Whole-time Director

3. Mr. Anuj Kumar - Chief Financial Officer

4. Ms. Aakriti Gupta - Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that their name is included in the data bank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014. The details of remuneration and / or other benefits of the Independent director are mentioned in the

Corporate Governance Report. Further, they have also declared that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent:

Mr. V.V. Subramanian, Mr. Jainender Jain and Mr. Narinder Kumar

Pursuant to Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Director''s Databank Registration Certificate issued by the Independent Director''s Databank and Indian Institute of Corporate Affairs, received from all the Independent Directors of the Company were taken note of by the Board of Directors.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has a Nomination and Remuneration Policy that spells out the criteria for determining qualifications, positive attributes and independence of a Director, and the policy on remuneration of Directors, Key Managerial Personnel and senior management employees including functional heads. The Policy enables and encourages the diversity of the Board and also provides the mechanism for the performance evaluation of the Chairman, individual Directors, Board of Directors and its Committees. The Board of Directors and the Nomination and Remuneration Committee of the Company periodically review the policy regarding the criteria for appointment and remuneration of Directors including Independent Directors, Key Managerial Persons and Senior Management. The Nomination and Remuneration policy has been framed in accordance with Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee of the Company oversees the implementation of the Nomination and Remuneration policy of the Company. The composition of the Nomination and Remuneration Committee and other relevant details are provided in the Corporate Governance Report.

The Nomination and Remuneration policy of the Company is available on the Company''s website at https://semacconsultants. com/

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board of Directors have evaluated the Independent Directors during the year 2022-23, and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

BOARD DIVERSITY POLICY

The Company recognizes and embraces the importance of a diverse Board in its success. A truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, age, race and gender etc., which will help the Company to retain its competitive advantage. The Policy on Board

FAMILIARIZATION PROGRAMS

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their roles, rights and responsibilities as Independent Directors, the working of the Company, nature of the industry in which the Company operates, business model and so on. All new independent directors inducted into the Board attend an orientation program. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The details of the familiarization programmes imparted to independent directors is also available at the Company website at https://semacconsultants. com//investor-relations/familiarization-programme/

SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Committee is responsible for identifying persons who are qualified to become Directors and Key Managerial Personnel including senior management in accordance with the criteria laid down in the Nomination and Remuneration Policy. The Committee shall also recommend to the Board, the appointment of any new Directors/Key Managerial Personnel. The Committee recommends to the Board as to whether to extend or continue the term of appointment of the independent directors, on the basis of the report of performance evaluation of Independent Directors. After carefully evaluating and analyzing the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company decides whether to appoint a new Director/ Key Managerial Personnel or re-appoint / Key Managerial Personnel, as the case may be.

ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS AND COMMITTEES

The Board has carried out an annual evaluation of its own performance, the Directors individually as well as the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. The Board and the individual Directors have also evaluated the performance of Independent and Nonindependent Directors, the Board as a whole and that of the Chairman of the Meetings.

COMPANY''S POLICY RELATING TO DIRECTOR''S APPOINTMENT, PAYMENT OF REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013

The Company, pursuant to the provisions of Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has formulated a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and senior management which inter alia provides for the diversity of the Board and the mechanism for performance evaluation of

the Directors. The details of this policy can be accessed on the Company''s website at https://semacconsultants.com/

BOARD AND ITS COMMITTEE MEETINGS

CONDUCTED DURING THE PERIOD UNDER REVIEW

The details of the composition of the Board and its Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, CSR

Committee and of the Meetings held and attendance of the Directors at such Board / Committee Meetings are provided in the Corporate Governance Report under relevant heads which forms a part of this Report.

STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on meeting of the Board of Directors (SS-1) and General Meetings (SS-2).

AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Kindly refer to the Section on Corporate Governance, under the head, ''Audit Committee'' for matters relating to the composition, meetings, and functions of the Committee. The Board has accepted the Audit Committee''s recommendations during the year wherever required and hence no disclosure is required under Section 177(8) of The Companies Act, 2013 with respect to rejection of any recommendations of Audit Committee by Board.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In accordance with Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee (CSR Committee) consisting of the following directors as members:

1. Mr. Abhishek Dalmia

2. Mrs. Deepali Dalmia

3. Mr. V V Subramanian

4. Mr. Jainender Jain (Appointed on 29 th July 2023)

The Company''s CSR objective is promoting education, eradicating hunger, poverty and malnutrition, promoting healthcare, including preventive health care and sanitation and making available safe drinking water, ensuring environmental sustainability, training to promote rural sports, rural development projects. The Company has developed a CSR policy in line with the activities mentioned in Schedule VII of the Companies Act, 2013.

The Annual Report on Corporate Social Responsibility activities undertaken by the Company is furnished in Annexure II and is attached to this report.

The CSR Policy of the Company is available on the Company''s

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details in respect of loans given, investments made and guarantee provided by the Company have been disclosed in the Notes to the financial statements. The Company has complied with provisions of Section 186 of the Companies Act, 2013 during the year under review and the Loans, Guarantees and Investments made by the Company do not exceed the limits approved by the members of the Company under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with related parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended) during the financial year 2022-23 were in the ordinary course of business and on an arm''s length basis. Since there are no transactions which are not on arm''s length basis and material in nature, the requirement of disclosure of such related party transactions in Form AOC-2 does not arise.

The Policy on Related Party Transactions as approved by the Audit Committee and Board of Directors of the Company has been uploaded on the Company''s website and may be accessed through the link at https://semacconsultants.com/

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

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operation in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

The Company has received approval from the Hon''ble National Company Law Tribunal, Chennai bench vide order dated 14th June 2023 certified on 21st June 2023 to the Composite Scheme of Arrangement amongst Renaissance Advanced Consultancy Limited ("RACL") and Renaissance Consultancy Services Limited ("RCSL") and Renaissance Stocks Limited ("RSL") and Revathi Equipment Limited ("REL") ("the Company") and Semac Consultants Private Limited ("SCPL") and Renaissance Corporate Consultants Limited ("RCCL"). The scheme become effective from 10th July 2023 and appointed date for the scheme is 1st April 2022 . As per the scheme:

• Renaissance Advanced Consultancy Limited (RACL) and Renaissance Stocks Limited (RSL) has been merged with the Company.

• The Company has demerged its business of designing, engineering, manufacturing and marketing of blast hole drills to Renaissance Corporate Consultants Limited (now Revathi Equipment India Limited ''REIL'').

• The business of Semac Consultants Private Limited (SCPL) has been merged with the Company.

• Subsequently, the Company is renamed to "Semac Consultants Limited (SCL)" and it shall continue the business of SCPL under the new name of Semac Consultants Limited (SCL).

• Thereafter, as on 27th July 2023 the Company has received new certificate of Incorporation pursuant to name change from Revathi Equipment Limited (REL) to Semac Consultants Limited (SCL) as per the Rule 29 of the Companies (Incorporation) Rules, 2014.

• The financial statements for the year ended 31st March, 2023 have been presented giving effect to the said Scheme of Arrangement.

Apart from the above, there have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis, is presented in a separate section forming part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure III and is attached to this report.

STATUTORY AUDITORS

M/s. S.S. Kothari Mehta & Co (Firm Registration No. 000756N), Chartered Accountants, New Delhi, was appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 43rd Annual General Meeting held on 25th September, 2020 for a period of 5 consecutive years till the conclusion of the 48th Annual General Meeting to be held in the year 2025.

The Company has received necessary consent letter and certificate from M/s. S.S. Kothari Mehta & Co (Firm Registration No. 000756N), Chartered Accountants, New Delhi, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) of the Act and that they are not disqualified from being appointed as the Statutory Auditors of the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MDS & Associates LLP, Company Secretaries, Coimbatore to undertake the Secretarial Audit of the Company for the financial year 2022-2023.

The Secretarial Audit Report for the financial year 2022-2023 forms a part of the Annual Report and is attached as Annexure IV.

COMMENTS ON AUDITOR''S REPORT

a) There are no qualifications, reservations or adverse remarks or disclaimers made by M/s SS Kothari Mehta & Co, Statutory Auditors.

b) Regarding the remarks made by M/s MDS & Associates LLP, Secretarial Auditors in their report, the management has assured timely and due compliance in future in this regard.

MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

The maintenance of cost records as specified by the Central Government and the appointment of Cost Auditors under the provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors has not reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has implemented and evaluated the Internal Financial Controls which provides a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Company has an effective internal control and risk mitigation system, which is reviewed and constantly updated. The effectiveness of the internal controls, including the internal financial controls, of the Company are reviewed by the Audit Committee and by the Board annually. Further the Company has also appointed independent Internal Auditors who review and monitor the internal financial controls and their adequacy in the course of their audit. The Directors and Management confirm that the Internal Financial Controls of the Company are adequate and commensurate with the size and nature of business of the Company.

CEO/CFO CERTIFICATION

As required under SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015, the Chairman and Managing Director and the Chief Financial Officer have furnished necessary certificate to the Board on the financial statements presented.

RISK MANAGEMENT

The Company has a structured risk management policy which is continuously reviewed by the Management and by the Board of Directors of the Company. The Risk Management Policy of the Company assists the Board in:

a) Safeguarding the organization from various risks through appropriate and timely actions.

b) Anticipating, evaluating and mitigating risks in order to minimize its impact on the business.

c) Ensuring that potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making.

d) Ensuring that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational etc have been identified and assessed.

The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is structured to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. The Company ensures that the Audit Committee as well as the Board of Directors are kept duly informed about risk assessment and management procedures and status. These procedures are periodically reviewed to ensure that the executive management monitors and controls risks.

HUMAN RESOURCES MANAGEMENT

The employees are the most important assets of the Company. The Company is committed to hiring and retaining the best talent and being among the industry''s leading employers. The Company has also taken steps to retain its talent pool, enhance skill of existing people and recruit the most suited talent to spearhead its growth initiatives. For this, the Company focusses on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance. The human resource management of the Company focuses on allowing the employees to develop their skills, grow in their career and to navigate to the next level.

PARTICULARS OF EMPLOYEES

The Company has 207 permanent employees on a standalone basis as of 31st March 2023. The disclosures as stipulated under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure V.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has provided for adequate safeguards to deal with instances of fraud and mismanagement and to report concerns about unethical behavior or any violation of the Company''s code of conduct. The policy on Vigil Mechanism is available in the website of the Company at https://semacconsultants.com/

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has been employing women employees in various cadres within the Office / factory premises. The Company has in place the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress any complaint regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2022-23:

• No. of complaints at the beginning of the year :NIL

• No. of complaints received during the year :NIL

• No. of complaints disposed off during the year :NIL

• No. of complaints at the end of the year :NIL

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGPENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,2016 DURING THE YEAR

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors affirm that:

(a) in the preparation of the annual accounts for the financial year ending 31stMarch 2023, the applicable Accounting Standards have been followed and there are no material departures from those standards.

(b) the Directors have selected such accounting policies and have applied them consistently and made judgments and

estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2023 and of the profit of the Company for the financial year ended on that date.

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the Directors have prepared the annual accounts for the financial year ended 31st March 2023 on a ''going concern'' basis.

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation of the assistance and guidance provided by the Regulators, Stock Exchanges, and other statutory bodies. Your directors express their appreciation of the dedicated efforts and contributions made by the employees at all levels The Directors also place on record their appreciation of the continued support and recognition provided by the company''s esteemed customers and bankers


Mar 31, 2018

Dear shareholders,

The Directors have pleasure in presenting the Forty First Report together with the Audited Accounts of your Company for the year ended 31st March 2018.

Financial Highlights

The highlights of the performance of your Company during the fiscal are given hereunder;

(All figures in Rs. Lakhs)

Particulars

31.03.2018

31.03.2017

Total income

4700.47

13271.70

Total Expenditure

4506.22

11741.77

Profit before Tax

194.25

1529.93

Less: Tax expense

37.46

61.22

Profit from continuing operations

156.79

1468.71

Loss from discontinuing operations

(747.71)

(26.36)

Profit/loss for the period

(590.91)

1442.34

Transition To Indian Accounting Standards (Ind As)

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015, notified the indian Accounting standards (ind As) applicable to certain classes of Companies. ind As has replaced the existing indian GAAP prescribed under section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. For the Company, ind As is applicable from April 1, 2017, with a transition date of April 1, 2016.

The following are the areas which had an impact on account of transition to ind As:

- Revenue recognition

- Employee costs pertaining to defined benefit obligations

- Recognition of dividend liability and related taxes

- Deferred taxes

- Classification of Fixed Assets

The reconciliations and descriptions of the effect of the transition from iGAAP to ind As have been provided in the notes to accounts in the financial statements.

Operations / Performance review

Net sales of your company decreased to Rs. 45.32 Crores in FY 18 from Rs.131.61 Crores in FY 17. This is due to some large value of tenders for drilling equipment were inordinately delayed during FY 18.

Due to lower sales, profitability declined in FY 18.

Change in the Nature of Business, if any

There was no change in the nature of business of the Company during the financial year ended 31st March, 2018 Management discussion and analysis, Structure and Developments, Opportunities andThreats, Outlook, Risk and Concern: Overview of the Economy india has emerged as the fastest growing major economy in the world as per the Central statistics Organisation (CsO) and international Monetary Fund (iMF) and it is expected to be one of the top three economic powers of the world over the next 10-15 years, backed by its strong democracy and partnerships. india’s GDP is estimated to have increased 6.6 per cent in 2017-18 and is expected to grow 7.3 per cent in 2018-19.

Business Environment, Outlook & Prospects for FY 2018-19.

Coal india Ltd (CiL) reported that it has missed the production target for 2017-18 (FY 18) by five per cent but it achieved a 2.4 per cent growth in the fuel production over last year.

According to its provisional data, CiL produced 567.37 mt in FY 18, achieving 95 per cent of its targetof 600 mt for the year. However, it achieved a 2.4 per cent growth in production as compared to 554.13 mt produced in FY17.

The total coal demand in the country is expected to be around 1.2-1.5 BT as per various estimates by the government and independent agencies. Considering this, the Ministry of Coal, Government of india, has set up a target of more than doubling the coal production in the country and reach a production level of 1.5 BT by FY 2020. To achieve this, the government has set a target of increasing coal production of Coal india Limited (CiL) to a level of 1 BT by FY 2020, while the balance production is to be met by SCCL, the private sector, state sector and central sector PSUs.

With this positive outlook, it is expected that the there will be growth in demand for the Company’s products in the years to come. Transfer to reserves

The Company has not transferred any amount to its reserves during the year under review.

Dividend

No dividend has been declared in the financial year under review having regard to results of the year.

Transfer of unclaimed dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed Dividend, the provisions of Section 124 & 125 of the Companies Act, 2013 relating to transfer of Unclaimed dividend to investor Education and Protection fund does not arise.

Share capital

The issued, subscribed and paid-up share capital of the Company as at 31.03.2018 stood at ‘ 3,06,69,430 /- divided into 30,66,943 equity shares of ‘ 10/- each. During the year under review the Company has not made any fresh issue of shares.

Extract of annual return

The extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is furnished in Annexure A and is attached to this report.

Board meetings conducted during the period under review

During the year under review, 6 Meetings of the Board of Directors, 6 Meetings of the Audit Committee, 3 Meetings of the Nomination and Remuneration Committee, 4 Meetings of the Stakeholders Relationship Committee were held. Further details of the same have been enumerated in the Corporate Governance Report annexed herewith.

Statement on compliance with Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company has duly complied with the Secretarial Standards issued by the institute of Company Secretaries of india on meeting of the Board of Directors (SS-1) and General Meeting (SS-2)

Directors’ Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013, with respect to Directors’ Responsibility Statement, the Board hereby confirm that -

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departure from those standards;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the company for that period;

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

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

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Details in respect of frauds reported by auditors under section 143(12) of the Companies Act, 2013 other than those which are reportable to the Central Government

There were no instances of frauds identified or reported by the Statutory Auditors during the course of their audit pursuant to Section 143(12) of the Companies Act, 2013.

Declaration of independent directors

The independent directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as independent directors under the provisions of the Companies Act, 2013 and the relevant rules and SEBi (Listing Obligations and Disclosure Requirements) Rules 2015

Company’s policy relating to directors appointment, payment of remuneration and other matters provided under section 178(3) of the Companies Act, 2013

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for fixing and revising remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and employees of the Company. The Remuneration policy of the Company is annexed herewith as Annexure B and can also be accessed on the Company’s website at the link http://www.revathi.in/wp-content/themes/rel/pdf/Nomination-Remuneration-Policy.pdf

Comments on Auditors’ Report:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. S.S. Kothari Mehta & Co., Statutory Auditors and Mr. M.D. Selvaraj, Proprietor of MDS & Associates, Secretarial Auditor in their report.

The Company has maintained cost records as required under Section 148 of the Companies Act, 2013.

Particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013

During the year under review the Company has not granted any loan or made any investment pursuant to the provisions of Section 186 of the Companies Act, 2013. However, the Company has given corporate guarantee for a value of Rs 15 Crores to a bank for the facility availed by its subsidiary M/S Semac Consultants P.Ltd. The details in respect of investments made by the Company in the earlier year have been disclosed in the notes to the Financial Statements.

Particulars of contracts or arrangements with related parties

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

Material changes and commitments affecting the financial position of the company:

There have been no material changes and commitments affecting the financial position of the Company which has occurred between the financial year ended 31st March, 2018 and the date of the report.

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

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure C and is attached to this report.

Statement concerning development and implementation of risk management policy of the company

The Company has been addressing various risks impacting the business of the Company and risk mitigation measures are being taken then and there.

Lower than expected GDP growth in infrastructure sector, particularly in coal and construction segment may impact your company’s prospects.

Details of policy developed and implemented by the company on its corporate social responsibility initiatives.

The Corporate Social Responsibility (CSR) Committee comprises of three Directors namely 1. Mr.Abhishek Dalmia, 2. Mr.B.V.Ramanan and 3. Mr. V.V.Subramanian as members. The Company’s CSR objective is to promoting education, including special education and employment enhancing vocational skills to children, women and differently abled persons, measures for the benefit of armed forces, war widows etc . The Company has developed Corporate Social Responsibility policy in line with the activities mentioned in Schedule Vii of the Companies Act, 2013. The company has done CSR spending in FY 18 - ie., contribution of Rs 17.50 lakhs to Bharat Ke Veer Corpus , Ministry of Home Affairs, Government of india benefiting the families of war widows, including education of their children. The annual report on CSR activities has been given in Annexure D

Annual evaluation of the Board on its own performance and of the individual directors and committees.

On the advice of the Board of Directors, the Nomination and Remuneration Committee of the Board of Directors of the Company formulated a criteria for evaluation of the performance of the Board of Directors & its committees, independent Directors, Nonindependent Directors and the Executive Chairman/Whole-time Director of the Board. Based on that, performance evaluation has been undertaken. The independent Directors of the Company have also convened a separate meeting for this purpose.

Directors & Key Managerial Personnel

Mrs.Deepali Dalmia (holding DiN: 00017415), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Your Directors recommended her re-appointment.

Mr. Chaitanya Dalmia and Mr. S.C.Katyal have resigned from the Directorship with effect from 31.03.2018 and 08.06.2018 respectively. Directors wish to place on record its appreciation and gratitude for the outstanding contribution and the valuable services rendered by them during their tenure of office as directors of the company.

The Board of Directors has appointed Mr.sunil Puri as CEO & Executive Director of the company from 01.04.2018 to 31.03.2023. on the terms and conditions as set out in the notice convening the Annual General Meeting. Necessary resolution in this regard has been proposed for the approval of the members at the ensuing Annual General Meeting.

Mr.s.Hariharan (DiN: 06363724) Whole-time Director & CFO retired from the services with effect from 08.06.2018. The Board recorded its appreciation and gratitude for the outstanding contribution made by him during his 26 years of service in the Company including his Whole-time Directorship in the last five years and 10 months.

Mr.M.N. srinivasan, Company secretary retired from the services of the Company with effect from 29.07.2018. The Directors wish to place on record its appreciation and gratitude for the valuable services rendered by him during his 23 years of service in the Company.

Key Managerial Personnel of the Company as required pursuant to section 2(51) and 203 of the Companies Act, 2013 are Mr.Abhishek Dalmia, Executive Chairman, Mr. sunil Puri, CEO & Executive Director.

Mr.R. sudhir has been appointed as Chief Financial Officer of the Company with effect from 09.06.2018.

Subsidiaries, Joint Ventures and Associate companies.

The company has two subsidiaries namely M/s semac Consultants Private Ltd - a material subsidiary within the definition of sEBI (Listing Obligations and Disclosure Requirements) Rules 2015 and M/s semac and Partners, LLC - step down subsidiary. Further, the company is a subsidiary of M/s Renaissance Advanced Consultancy Ltd.

A report containing the salient features of the subsidiaries and joint ventures as required under section 129(3) of the Companies Act 2013 has been annexed herewith in AOC - 1 and is attached as Annexure E to this report.

The policy on determination of material subsidiaries of the company as approved by the Board of Directors has been uploaded on the website of the Company and can be accessed at the link http://www.revathi.in/wp-content/themes/rel/pdf/Material-subsidiary-Policy.pdf.

The consolidated financial statements of the company and its subsidiaries were prepared in accordance with the applicable accounting standards have been annexed to the Annual Report.

The annual accounts of the subsidiary companies are posted on the website of the Company viz. www.revathi.in and will also be kept open for inspection by any shareholder at the Registered Office of the Company. The Company shall also provide the copy of the annual accounts of subsidiary companies to the shareholders upon their request.

Fixed deposits

The Company has not accepted any fixed deposit and hence there are no unclaimed deposits as on 31st March 2018.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in future

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in future.

Adequacy of Internal Financial Controls with reference to the financial statements

The Company has implemented and evaluated the internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. Further, the Board annually reviews the effectiveness of the Company’s internal control system. The Directors and Management confirm that the internal Financial Controls (iFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of internal Financial Controls is annexed with the Auditors report.

Auditors

Statutory auditors

M/s. s.s. Kothari Mehta & Co (Firm Registration No. 000756N), Chartered Accountants, New Delhi were appointed as the statutory Auditors of the company for a period of five years at the 38th Annual General Meeting of the company held on 21st December 2015. Pursuant to the amendment of section 139 of the Companies Act, 2013, the Company is no longer required to seek the ratification of the appointment of the Auditor at every Annual General Meeting. Accordingly, it has been proposed to obtain the approval of the members to continue the appointment of the statutory Auditors without ratification of their appointment at every Annual General Meeting.

The Company has received a certificate from the statutory Auditors to the effect that their continued appointment as the statutory Auditors of the Company, would be within the limits prescribed under section 139 of the Companies Act, 2013. Members are requested to grant their approval for the continuation of the appointment of the Auditors for a period up to the conclusion of the 43rd Annual General Meeting of the Company which ought to be held during the year 2020 without ratification at every Annual General Meeting.

Secretarial auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.M.D.Selvaraj, MDS & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditor is annexed herewith as Annexure G to this report.

Particulars of Employees

The disclosure as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure F and is attached to this report.

Disclosure under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

The Company has been employing women employees in various cadres within the Office / factory premises. The Company has in place an Anti -harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no compliant received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on 31.03.2018 for redressal.

Corporate Governance

A report on Corporate Governance is annexed and forms part of this report. The Company has complied with the conditions relating to Corporate Governance as stipulated in Regulation 27 of SEBi (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Audit Committee

Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the Section on Corporate Governance, under the head, ‘Audit Committee’ for matters relating to the composition, meetings, and functions of the Committee. The Board accepted the Audit Committee recommendations during the year whenever required, hence no disclosure required under Section 177(8) of the Companies Act, 2013 with respect to rejection of any recommendations of Audit Committee by Board.

Vigil Mechanism (Whistle Blower Policy)

The Company has provided for adequate safeguards to deal with instances of fraud and mismanagement and to report concerns about unethical behavior or any violation of the Company’s code of conduct. The policy can be accessed on the Company’s website at http://www.revathi.in/wp-content/themes/rel/pdf/Whistle-Blower-Policy.pdf

CEO/CFO certification

As required under SEBi (Listing Obligations and Disclosure Requirements) Rules 2015, the Executive Director & Chief Executive Officer and Chief Financial Officer have furnished necessary certificate to the Board on the financial statements presented.

Human resources

Your company realizes that it has to re-orient its organization as dynamics of business are changing fast. The company is taking steps to retain its talent pool, enhance skill of existing people and recruit the most suited talent to spearhead its growth initiatives.

Cautionary note

Certain statements in “management discussions and analysis” section may be forward looking and are stated as required by law and regulations. Many factors, both external and internal, may affect the actual results which could be different from what the directors envisage in terms of performance and outlook.

Appreciation

The Directors express their sincere appreciation of dedicated efforts put in by our employees. The Directors also place on record their appreciation of the continued support and recognition provided by our esteemed customers and bankers.

By Order of the Board

For Revathi Equipment Limited

Place : New Delhi Abhishek Dalmia

Date : 06.08.2018 Executive Chairman

DIN 00011958


Mar 31, 2016

The Directors have pleasure in presenting the Thirty Ninth Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2016.

Financial Highlights

The highlights of the performance of your Company during the fiscal are given hereunder;

All figures in Rs, Lakhs

Particulars

31.03.2016

31.03.2015

Total Income

14149.89

7904.27

Total Expenditure

12466.82

7792.64

Profit before Tax

1683.07

111.63

Add: Exceptional Items

933.73

(228.16)

Profit / (Loss) before tax (after exceptional items)

2616.80

(116.53)

Less: Tax expense

(282.47)

(20.31)

Profit / (Loss) after tax

2334.33

(136.84)

Operations / Performance review

Net Sales of your company increased by 83.4% to Rs, 140.28 Crores in FY 16 from Rs, 76.5 Crores in FY 15 thanks to orders from Coal India Ltd. and Central Ground Water Board.

This is the best ever sales achieved by the company.

PBT before exceptional item for FY 16 was at Rs, 16.83 Crores against Rs, 1.1 Crore in the previous year. This is mainly due to volume increase and better product mix.

Exceptional items for FY 16 was at Rs, 9.3 Crores which consists of profit on sale of 10795 sq.feet of saleable area entitlement in Panch Tatva Realty and provision for non-useable inventories of Construction Equipment Division.

Finance cost was reduced to Rs, 9.78 Crores in FY 16 from Rs, 10.52 Crores in FY 15.

Change in the Nature of Business, if any

There was no change in the nature of business of the Company during the financial year ended 31st March, 2016 Management discussion and analysis, Structure and Developments, opportunities and Threats, outlook, risk and concern: Overview of the Economy

According to IMF World Economic Outlook Update, Indian economy is expected to grow at 7-7.75 per cent during FY 2016-17, despite the uncertainties in the global market. The Economic Survey 2015-16 had forecasted that the Indian economy will be growing by more than seven per cent for the third successive year 2016-17 and can start growing at eight per cent or more in next two years.

The steps taken by the government in recent times have shown positive results as India''s gross domestic product (GDP) at factor cost at constant (2011-12) prices for 2015-16 is Rs, 113.5 trillion (US$ 1.668 trillion), as against Rs, 105.5 trillion (US$ 1.55 trillion) in 2014-15, registering a growth rate of 7.6 per cent.

Business Environment, outlook & Prospects for FY 2016-17.

In 2015-16, Coal India Ltd (CIL) produced 536 million ton of coal, an annual increase of 8.5%.

CIL plans to boost production to one billion ton by 2019-20 with its estimated capital investment of Rs, 57,000 crores.

Central Government''s focus on infrastructure growth and on coal sector with private sector participation, it is expected that demand for company''s products should grow better in ensuing years.

Transfer to reserves

The Company has not transferred any amount to its reserves during the year under review. However, an amount of Rs, 2334.33 Lakhs of the current profit has been carried forward to the Surplus in the Profit and Loss account of the Company.

Dividend

In order to conserve resources the directors do not recommend any dividend for the year ended 31st March 2016.

Transfer of unclaimed dividend to investor education and protection fund

Since there was no unpaid/unclaimed Dividend, the provisions of Section 205A & 205C of the Companies Act, 1956 relating to transfer of Unclaimed dividend to Investor Education and Protection fund does not arise.

Share capital

The issued, subscribed and paid-up share capital of the Company as at 31.03.2016 stood at Rs, 3,06,69,430 /- divided into 30,66,943 equity shares of Rs, 10/- each. During the year under review the Company has not made any fresh issue of shares.

Extract of Annual Return

The extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is furnished in Annexure A and is attached to this report.

Board meetings conducted during the period under review

During the year under review, 7 Meetings of the Board of Directors, 4 Meetings of the Audit Committee, 3 Meetings of the Nomination and Remuneration Committee, 4 Meetings of the Stakeholders Relationship Committee were held. Further details of the same have been enumerated in the Corporate Governance Report annexed herewith.

Directors'' responsibility statement

Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013, with respect to Directors'' Responsibility Statement, the Board hereby confirm that -

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departure from those standards;

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

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

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

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Details in respect of frauds reported by auditors under section 143(12) of the Companies Act, 2013 other than those which are reportable to the central government

There were no instances of frauds identified or reported by the Statutory Auditors during the course of their audit pursuant to Section 143(12) of the Companies Act, 2013.

Declaration of independent directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules and SEBI (Listing obligations and Disclosure Requirements) Rules 2015

Company''s policy relating to directors appointment, payment of remuneration and other matters provided under section 178(3) of the Companies Act, 2013

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for fixing and revising remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and employees of the Company. The Remuneration policy of the Company is annexed herewith as Annexure B and can also be accessed on the Company''s website at the link http://www.revathi.in/wp-content/themes/rel/pdf/Nomination-Remuneration-Policy.pdf

Comments on Auditors'' Report:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. S.S. Kothari Mehta & Co., Statutory Auditors and Mr. M.D. Selvaraj, Proprietor of MDS & Associates, Secretarial Auditor in their report.

Particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013

During the year under review the Company has not granted any Loans or given any security or made any investments, pursuant to the provisions of Section 186 of the Companies Act, 2013. However, the details in respect of investments made by the Company in the earlier year is disclosed in the notes to the Financial Statements.

Particulars of contracts or arrangements with related parties

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

Material changes and commitments affecting the financial position of the company:

There have been no material changes and commitments affecting the financial position of the Company which has occurred between the financial year ended 31st March, 2016 and the date of the report.

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

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure C and is attached to this report.

Statement concerning development and implementation of risk management policy of the company

The Company has been addressing various risks impacting the business of the Company and risk mitigation measures are being taken then and there.

Lower than expected GDP growth in infrastructure sector, particularly in coal and construction segment may impact your company''s prospects.

Details of policy developed and implemented by the company on its corporate social responsibility initiatives.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions were not applicable during the year under review.

Annual evaluation of the Board on its own performance and of the individual directors and committees.

On the advice of the Board of Directors, the Nomination and Remuneration Committee of the Board of Directors of the Company formulated a criteria for evaluation of the performance of the Board of Directors & its committees, Independent Directors, Non Independent Directors and the Managing Director of the Board. Based on that, performance evaluation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose.

Directors & Key Managerial Personnel

Mrs.Deepali Dalmia (holding DIN: 00017415), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Your Directors recommended her re-appointment.

Mr.Sunil Puri was appointed as Chief Executive Officer of the Company with effect from 7th March 2016.

Key Managerial Personnel of the Company as required pursuant to Section 2(51) and 203 of the Companies Act, 2013 are Mr.Abhishek Dalmia, Executive Chairman, Mr.S.Hariharan, Whole-time Director, Mr. Sunil Puri, Chief Executive Officer and Mr. M.N.Srinivasan, Company Secretary.

Subsidiaries, Joint Ventures and Associate companies.

The company has two subsidiaries namely M/S Semac Consultants Private Ltd - a material subsidiary within the definition of SEBI (Listing obligations and Disclosure Requirements) Rules 2015 and M/S Semac and Partners, LLC - step down subsidiary.

M/S Panchtatva Realty (joint venture) is an Association of Persons (AOP) in which the Company is a member.

A report containing the salient features of the subsidiaries and joint ventures as required under Section 129(3) of the Companies Act 2013 has been annexed herewith in AOC - 1 and is attached a Annexure D to this report.

The policy on determination of material subsidiaries of the company as approved by the Board of Directors has been uploaded on the website of the Company and can be accessed at the link http://www.revathi.in/wp-content/themes/rel/pdf/Material-Subsidiary-Policy.pdf.

The consolidated financial statements of the company and its subsidiaries and joint ventures prepared in accordance with the applicable accounting standards have been annexed to the Annual Report.

The annual accounts of the subsidiary companies are posted on the website of the Company viz. www.revathi.in and will also be kept open for inspection by any shareholder at the Registered Office of the Company. The Company shall also provide the copy of the annual accounts of subsidiary companies to the shareholders upon their request.

Fixed deposits

The Company has not accepted any fixed deposit and hence there are no unclaimed deposits as on 31st March 2016.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in future

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in future.

Adequacy of Internal Financial Controls with reference to the financial statements

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. Further, the Board annually reviews the effectiveness of the Company''s internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

Auditors

Statutory auditors

M/s. S.S. Kothari Mehta & Co (Firm Registration No. 000756N), Chartered Accountants, New Delhi were appointed as the Statutory Auditors of the company for a period of Five years in the 38th Annual General Meeting held on 21st December 2015. Pursuant to the provisions of Section 139 of the Companies Act, 2013, the ratification of their appointment is to be done at the ensuing Annual General Meeting. The Company has obtained written confirmation from the Auditors to the effect that the ratification of their appointment if made would be in conformity with the provisions of Companies Act, 2013. Accordingly, the Members are requested to ratify the appointment of Statutory Auditors for the financial year 2016-17.

Necessary resolution for the appointment of Auditors has been included in the Notice of the Annual General Meeting for the approval of the Members.

Cost Auditors

Pursuant to the provision of Section 148 of the Companies Act, 2013 read with notifications/ circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated 30.05.2016, appointed M/s. P.Mohan Kumar & Co., (Firm Registration No.18692), Cost Accountants, Coimbatore as Cost Auditors of the Company for the financial year 2016-17.

Secretarial auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.M.D.Selvaraj, MDS & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditor is annexed herewith as Annexure E to this report.

Particulars of Employees

The disclosure as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure F and is attached to this report.

The disclosure referred to the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not apply to the Company as there were no employees who are in receipt of remuneration in the aggregate at the rate of not less than Rs, 1,02,00,000/- if employed throughout the year or Rs, 8,50,000/- per month if employed for part of the year.

Disclosure under the Sexual Harassment of Women at Work Place (prevention, Prohibition and redressal) Act, 2013.

The Company has been employing women employees in various cadres within the Office / factory premises. The Company has in place an Anti -harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint received from any employee during the financial year 2015-16 and hence no complaint is outstanding as on 31.03.2016 for redressal.

Corporate governance

A report on corporate governance and Management Discussion and Analysis are annexed and forms part of this report. The Company has complied with the conditions relating to corporate governance as stipulated in Regulation 27 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Audit Committee

Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the Section on Corporate Governance, under the head, ''Audit Committee'' for matters relating to the composition, meetings, and functions of the Committee. The Board accepted the Audit Committee recommendations during the year whenever required and hence no disclosure is required under Section 177(8) of the Companies Act, 2013 with respect to rejection of any recommendations of Audit Committee by Board.

Vigil mechanism (whistle blower policy)

The Company has provided for adequate safeguards to deal with instances of fraud and mismanagement and to report concerns about unethical behavior or any violation of the Company''s code of conduct. The policy can be accessed on the Company''s website at http://www.revathi.in/wp-content/themes/rel/pdf/Whistle-Blower-Policy.pdf

CEO/CFO certification

As required under SEBI (Listing obligations and Disclosure Requirements) Rules 2015, the Whole-time Director and the Chief Financial Officer and Chief Executive Officer have furnished necessary certificate to the Board on the financial statements presented.

Human resources

Your company realizes that it has to re-orient its organization as dynamics of business are changing fast. The company is taking steps to retain its talent pool, enhance skill of existing people and recruit the most suited talent to spearhead its growth initiatives.

Cautionary note

Certain statements in "management discussions and analysis" section may be forward looking and are stated as required by law and regulations. Many factors, both external and internal, may affect the actual results which could be different from what the directors envisage in terms of performance and outlook.

Appreciation

The Directors express their sincere appreciation of dedicated efforts put in by our employees and their commitment to make the company a high performance Company. The Directors also place on record their appreciation of the continued support and recognition provided by our esteemed customers and bankers.

By Order of the Board

For Revathi Equipment Limited

Place : Mumbai Abhishek Dalmia

Date : August 4, 2016 Executive Chairman

DIN : 00011958


Mar 31, 2015

The Directors have pleasure in presenting the Thirty Eighth Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2015.

Financial Highlights

The highlights of the performance of your Company during the fiscal are given hereunder:

All figures in Rs. Lakhs Particulars 31.03.2015 31.03.2014

Total Income 7920.14 7975.71

Total Expenditure 7808.51 9384.02

Profit before tax 111.63 (1408.31)

Less: Exceptional items (228.16) (788.80)

Profit / (Loss) before tax (116.53) (2197.11)

Less: Tax expense (20.31) 77.83

Profit / (Loss) after tax (136.84) (2119.28)

Operations / Performance review

Net sales of the company were at Rs. 76.5 Crores which was more or less same as compared to previous year figure of Rs 76.5 Crores. The revenue generated from the performance of the Drill business in the current year was better against the same in the last financial year

PBT before exceptional item for FY 15 was at 1.1 Crores as against Rs. 14.1 Crores loss in FY 14.

Certain measures undertaken in respect of restructuring of construction equipment division, close control on costs by aligning resources to business volumes, inventory control , focusing on order book, better product mix helped company to bring about the turnaround.

Exceptional items for FY 15 was Rs 2.3 Crores as against Rs.7.9 Crores in FY 14. Interest charge was Rs 10.4 Crores for FY 15 against Rs 11.3 Crores for FY 14.

Management discussion and analysis

Structure and Developments, opportunities and Threats, outlook, risk and concern:

Overview of the Economy

India is set to become the world's fastest-growing major economy by 2016 ahead of China, the International Monetary Fund (IMF) said in its recent forecast. India is expected to grow at 6.3 percent in 2015, and 6.5 percent in 2016 by when it is likely to cross China's projected growth rate, the IMF said in the latest update of its World Economic Outlook.

Industrial production grew at a two-month high of 4.1 percent in April, primarily driven by the manufacturing sector, but capital goods growth slowed. However, retail inflation too edged up in May amid worries over deficient monsoon.

Business Environment, outlook & Prospects for FY 2015-16.

Coal India Ltd. (CIL) produced 494 Million To n against target of 507 million ton registering growth of 6.9%.

CIL had unveiled its road map to attain one billion ton coal production by 2019-20. With the projected coal demand of the country by 2020 be 1200 million ton at an envisaged growth rate of 7%. MCL and SECL are expected to play a vital role in CIL's vision of attaining one billion ton production with 250 million ton and 240 million ton respectively.

With this better outlook, Central Government's focus on infrastructure growth, private sector participation on coal mining, it is expected that demand for company's products will grow better.

First quarter of FY 16 reflects improvement in business with sales at Rs 34.2 Crores and profit after tax at Rs 4.6 Crores; prior year first quarter sales were Rs 11.6 Crores with a loss of Rs 1.6 Crores.

Transfer to reserves

Due to losses incurred in current year, the Company is unable to transfer any amount to its Reserves.

Dividend

No dividend has been declared in the financial year under review having regard to results of the year.

Transfer of unclaimed dividend to investor education and protection fund

In terms of Section 205A & 205C of the Companies Act, 1956, an amount of Rs.1,03,540/- being unclaimed dividend (2005-06) was transferred during the year to the Investor Education and Protection Fund established by the Central Government. Further, there is no due for remittance of any unclaimed or unpaid Dividend to the Investor Education and Protection Fund established by the Central Government.

Share capital

The paid-up capital of the Company as at 31.03.2015 stood at Rs.3,06,69,430/-. During the year under review, the Company has not made any fresh issue of shares.

Extract of Annual Return

The extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is furnished in Annexure A and is attached to this report.

Board meetings and its committees conducted during the period under review

The Company had conducted Seven (7) Board meetings, Five (5) Audit Committee Meetings, Four (4) Stakeholders Relationship Committee Meetings and Two (2) Nomination and Remuneration Committee Meetings during the period under review. Further details of the same have been enumerated in the Corporate Governance Report annexed herewith.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013, with respect to Directors' Responsibility Statement, the Board hereby confirm that -

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departure from those standards;

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

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

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors have devised proper system to ensure compliance with the provisions of all the applicable laws and such systems are adequate and operating effectively

Details in respect of frauds reported by auditors under Section 143(12) of the Companies Act, 2013 other than those which are reportable to the central government

There have been no frauds reported by the Auditors pursuant to Section 143(12) of the Companies Act, 2013.

Declaration of independent directors

The Company has received the declarations from all the independent directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchanges.

Company's policy relating to directors appointment, payment of remuneration and other matters provided under Section 178(3) of the Companies Act, 2013

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for fixing and revising remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and employees of the Company. The Remuneration policy of the Company is annexed herewith as Annexure B and can also be accessed on the Company's website at the link http://www.revathi.in/wp-content/themes/rel/pdf/Nomination- Remuneration-Policy.pdf

Comments on Auditors' Report:

In respect of the qualification(s) made by the Statutory Auditors in their Report, your Directors wish to state as under;

S. No. Independent Auditors' Qualifications Reply to the Auditors' Qualifications

1. Approval is awaited from Central Government for excess As required by MCA vide their letter dated 30th September payment of remuneration of Rs 4.06 lacs for the 2015, necessary resolution pursuant to the provisions of financial year 2013-14 (Note No 22(a)). the new Companies Act, 2013 has been included in the AGM notice under item no. 4

2. In absence of any valuation for certain fixed assets Valuation of assets is estimated to be equal or more than pertaining to Construction Equipment Division held for the value expected to be realised on disposal of assets. disposal (note 32(a)) and its impact on financial Hence valuation of assets will be made at the time of statements is presently not ascertainable. disposal of assets.

In respect of the qualification(s) made by the Secretarial Auditor in his Report, your Directors wish to state as under;

S. Secretarial Auditors' Qualifications Reply to the Secretarial Auditors' Qualifications No.

1. The payment of consultancy fees to a Non-executive Necessary resolution has been included in the AGM Director of the Company is subject to the approval of notice for payment of consultancy fees to a Non- executive the shareholders under Clause 49(II) (C) of the Listing Director of the Company.

Agreement entered into with the Stock Exchanges.

2. The composition of the Board of Directors for the period The Board of Directors have appointed two independent upto 24.11.2014 is not in conformity with the directors on 25th November 2014 and complied with the requirements of Clause 49(II)(A) of the Listing Agreement requirements of Clause 49(II) (A) of the Listing Agreement. entered into with the Stock Exchanges.

3 The Company has made an application to the Central As required by MCA vide their letter dated 30th September

Government for waiver of recovery of excess remuneration 2015, necessary resolution pursuant to the provisions of of Rs.4.06 Lakhs paid to Mr.Abhishek Dalmia, Executive the new Companies Act, 2013 has been included in the Chairman of the Company for which requisite approval AGM notice under item no. 4 is awaited.

Particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

Particulars of contracts or arrangements with related parties

All transaction entered into with related parties as defined under Section 188 of the Companies Act, 2013 during the financial year 2014-15 were in the ordinary course of business and on an arm's length basis. Since there are no transactions which are not on arm's length basis and material in nature, the requirement of disclosure of such related party transactions in Form AOC-2 does not arise.

Material changes and commitments affecting the financial position of the company:

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

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

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

Statement concerning development and implementation of risk management policy of the company

The Company has been addressing various risks impacting the business of the Company and risk mitigation measures are being taken then and there.

Lower than expected GDP growth in infrastructure sector, particularly in coal and construction segment may impact your company's prospects.

Details of policy developed and implemented by the company on its corporate social responsibility initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

Annual evaluation of the Board on its own performance and of the individual directors and Committees

As per the requirements of the Companies Act, 2013 and the clause 49 of the listing agreement, the formal annual evaluation of the Board as a whole, its committees and individual directors was conducted based on the criteria and framework adopted by the Board. The evaluation process included an assessment of each director's eligibility, skills and knowledge and the Board is satisfied that all the Directors on the Board are competent and have the necessary experience to effectively execute their duties.

The Board also evaluated the working of the Committees and the Board expressed its satisfaction on the quality, quantity and timeliness of the flow of the information between the Committees and the Board. The Independent Directors of the Company have also convened a separate meeting for reviewing the performance of Non-Independent Directors and the Board as a whole.

Directors & Key Managerial Personnel

During the year under review, the members have approved the appointment of Mr.S.C.Katyal and Mr.B.V.Ramanan as the Independent Directors of the Company for a period of five years.

Mr. B.D. Narang and Mr.P.M.Rajanarayanan have resigned from the Directorship with effect from 27th October 2014 and 25th November 2014 respectively. Your Directors wish to place on record the valuable services rendered by them during their tenure of Office as Directors of the Company.

The Board appointed Mr.Kishore Sidhwani and Mr.M. Poongavanam as additional directors on the Board with effect from 25th November 2014 and subsequently in accordance with Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, they were appointed as Independent Directors of the Company on 22nd January 2015 by the members through Postal Ballot.

As per the provisions of the Companies Act, 2013, Mr.S.Hariharan, Director, retires at this Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his re-appointment.

The Board of Directors at their meeting held on 10th July 2015 have re-appointed Mr.Abhishek Dalmia as the Executive Chairman of the Company for a further period of 5 years with effect from 1st April 2016 on such remuneration as recommended by the Nomination and Remuneration Committee. The Board recommends his re-appointment.

Subsidiaries, joint ventures and associate companies

The Company has two subsidiaries namely M/s. Semac Consultants Pvt Ltd - a material subsidiary within the definition of clause 49 of the listing agreement and M/s. Semac and Partners, LLC - step down subsidiary.

M/s. Panchtatva Realty (joint venture) is an Association of Persons (AOP) in which the Company is having 54% holding.

A report containing the salient features of the subsidiaries and joint ventures as required under Section 129(3) of the Companies Act, 2013 has been annexed herewith in Form AOC-1 and is attached as Annexure D to this report.

The policy on determination of material subsidiaries of the company as approved by the Board of Directors has been uploaded on the website of the Company and can be accessed at the link http://www.revathi.in/wp-content/themes/rel/pdf/Material-Subsidiary- Policy.pdf

The consolidated financial statements of the company and its subsidiaries and joint ventures have been prepared in accordance with the applicable accounting standards have been annexed to the Annual Report.

The annual accounts of the subsidiary companies are posted on the website of the Company viz. www.revathi.in and will also be kept open for inspection by any shareholder at the Registered Office of the Company. The Company shall also provide the copy of the annual accounts of subsidiary companies to the shareholders upon their request.

Fixed deposits

The company has not accepted any deposits from public during the year and accordingly there are no unclaimed deposits as at 31/03/2015.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future.

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future.

Internal control systems and their adequacy.

Your company is committed to maintaining an effective internal control environment and a system of accounting and control that provides assurance on the efficiency of operations, existence of internal controls and safeguarding of its assets and management of risks. The system of accounting and controls are modified and improved from time to time, in line with changes in business conditions and recommendations of internal auditors.

During the financial year under review, the Audit Committee met five times to examine the reports on internal control/audit systems, financial disclosures and monitoring the implementation of internal audit recommendations. Your company continues to focus on risk management and also evaluate the internal control systems continuously so as to minimize and mitigate risks and improve control systems.

Auditors

Statutory auditors

M/s Lodha & Co, Chartered Accountants, Kolkata have expressed their unwillingness to be reappointed as the Statutory Auditors of the Company at the ensuing AGM. The Directors wish to place on record their appreciation for the valuable services rendered by them. The shareholders approval is being sought for the appointment of M/s. S.S. Kothari Mehta & Co (Firm Registration No. 000756N) Chartered Accountants, New Delhi in the place of M/s Lodha & Co, Chartered Accountants, Kolkata for a period of 5 years commencing from the conclusion of the ensuing Annual General Meeting up to the conclusion of the Annual General Meeting of the Company which ought to be held during the year 2020 subject to ratification by the Shareholders annually. The Company has received a certificate from the Auditors M/s. S.S. Kothari Mehta & Co (Firm Registration No. 000756N) Chartered Accountants, New Delhi, to the effect that if the appointment is made, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.M.D.Selvaraj, MDS & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit is annexed herewith as Annexure E to this report.

Particulars of Employees

The disclosure as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure F and is attached to this report.

The disclosure referred to the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not apply to the Company as there were no employees who are in receipt of remuneration in the aggregate at the rate of not less than Rs.60,00,000/- if employed throughout the year or Rs.5,00,000/- per month if employed for part of the year.

Disclosure under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a policy on Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no complaints received from any employee during the financial year 2014-15.

Corporate governance

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as Auditors' Certificate regarding compliance of conditions of Corporate Governance forms part of this Annual Report.

Vigil mechanism (whistle blower policy)

The Company has provided for adequate safeguards to deal with instances of fraud and mismanagement and to report concerns about unethical behavior or any violation of the Company's code of conduct. The policy can be accessed on the Company's website at http://www.revathi.in/wp-content/themes/rel/pdf/Whistle-Blower-Policy.pdf

CEO/CFO certification

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the Whole-time Director and the Chief Financial Officer has furnished necessary certificate to the Board on the financial statements presented.

Human resources

Your company realizes that it has to re-orient its organization as dynamics of business are changing fast. The company is taking steps to retain its talent pool, enhance skill of existing people and recruit the most suited talent to spearhead its growth initiatives.

Cautionary note

Certain statements in "Management Discussions and Analysis" section may be forward looking and are stated as required by law and regulations. Many factors, both external and internal, may affect the actual results which could be different from what the directors envisage in terms of performance and outlook.

Appreciation

The Directors express their sincere appreciation of dedicated efforts put in by our employees and their commitment to make the company a high performance Company. The Directors also place on record their appreciation of the continued support and recognition provided by our esteemed customers and bankers.

By Order of the Board

For Revathi Equipment Limited

Place : Bangalore Abhishek Dalmia

Date : October 17, 2015 Executive Chairman

DIN : 00011958


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirty seventh Annual Report together with the audited accounts of your Company for the year ended March 31, 2014

Financial Results All figures in Rs. Million

Particulars FY 14 FY 13

Total Income 797 1136

Total Expenditure 938 1165

Profit before tax (141) (30)

Less: Exceptional items (79) -

Profit / (Loss) before tax (220) (30)

Less: Tax expense 8 (1)

Profit / (Loss) after tax (212) (31)

Appropriation made as under:

Transfer to General Reserve - -

Surplus/deficit carried to Balance Sheet (212) (31)

Dividend

No dividend has been declared in the financial year under review having regard to results of the year.

Performance Review

Net sales of the company were lower at Rs. 765 million as compared to previous year figure of Rs 1090 million. While the construction equipment business continued to be sluggish, in respect of drilling equipment business, impasse in capital investment and decision making in mining sector resulted in lower sales.

EBIDTA (Loss) for the year was Rs 10 Million as compared to profit of Rs 100 Million in the previous year, mainly due to lower sales volume.

Interest and depreciation charge for the year was more or less at last year levels.

Overview of the Economy

Indian economy continued to be sluggish for the second year in succession. GDP growth at 4.7% in FY 14 and 4.5% in FY 13 were the lowest in the last decade.

Manufacturing and mining sector shrunk in FY 14 and lacklustre infrastructure activity dampened construction growth. In fact mining posed negative growth for last two years in succession. Production of coal grew by a meager of 0.8%.

With stable new Government in power at centre, the period of business pessimism on account of paralysis in decision making at political and bureaucratic level is ending. The Coal sector suffered badly with much less than expected release of orders for capital equipment because of inordinate delays in finalizing tenders. Coal for power plants remained scarce and many power projects were either underutilized or could not be commissioned. Drill plant remained heavily underutilized resulting in poor results. We have restructured our cost base.

Construction industry has been badly hit by non clearance of projects despite the fact that this industry is the largest employer in India after agriculture. This impacted very badly our construction equipments resulting in cost restructuring of the business. The business has been downsized and losses on restructuring have been booked this year.

Business Environment & Prospects for FY 2014-15

Production of coal is expected to grow at 9.7%. With clearance of large number of infrastructure projects, the demand for our products is expected to improve. Coal production and imports have both picked up. Coal India has planned 20 more new mines while other macro indicators and particularly the business confidence has reflected improved levels. This new Government has been focusing on infrastructure as a sector of choice to put the economy back on growth trajectory. Infrastructure sector is witnessing a resurgence in sentiment and there is renewed interest both by domestic and international players. This augurs well for our products.

With the focus on infrastructure, particularly, coal mining, capex spending by PSUs will accelerate the demand for company''s products. More participation by private sector in mining is also expected in this fiscal which will boost the demand for mining equipments.

We expect good order flow from water prospecting sector

Expected improvement in order flows, cost rationalization measures implemented across the organization, restructuring of construction equipment business are expected to yield better results.

Subsidiary Companies

Semac Consultants Pvt Ltd (Semac)

Semac Consultants Pvt. Ltd (Semac) is providing architecture and Engineering Design solutions for realty sector catering to industrial and commercial segments.

Revenue of Semac was at Rs 755 million in FY14 as against Rs 760 million in FY13. The subsidiary made profit before tax (PBT) of Rs 156 million in FY14 against the PBT of Rs. 117 million in FY13 as a result of better customer selection / profile and cost improvement efforts. With expected improvement in building activities, we expect to improve performance this year.

Renaissance Construction Technologies India LLP

Your company retired from the Renaissance Construction Technologies India LLP with effect from 31st December 2013. Consolidated Financial Statements

Your directors have pleasure in attaching the consolidated financial statements by consolidating accounts of Revathi Equipment Ltd., Renaissance Construction Technologies India LLP, Semac Consultants Pvt. Ltd. (subsidiary company) and Panchtatva Realty (a Joint Venture in which the company has 54% stake) under applicable accounting Standards of the Institute of Chartered Accountants of India.

On consolidated basis, the total revenue for FY14 was Rs.1757 Million (FY13 Rs.2199 Million) and PBT (Loss) was Rs 51 Million for FY14 against Profit of Rs 123 Million in FY 13.

Fixed Deposits

The company has not accepted any deposits from public during the year and accordingly there are no unclaimed deposits as at 31/03/2014.

Human Resources

Your company realizes that it has to re-orient its organization as dynamics of business are changing fast. The company is taking steps to retain its talent pool, enhance skill of existing people and recruit the most suited talent to spearhead its growth initiatives.

Risks and Concerns

Lower than expected GDP growth in infrastructure sector, particularly in coal and construction segment may impact your company''s prospects.

Inflation and rising interest costs continue to cause worry.

Cautionary Note

Certain statements in "management discussions and analysis" section may be forward looking and are stated as required by law and regulations. Many factors, both external and internal, may affect the actual results which could be different from what the directors envisage in terms of performance and outlook.

Internal Control

Your company is committed to maintaining an effective internal control environment and a system of accounting and control that provides assurance on the efficiency of operations, existence of internal controls and safeguarding of its assets and management of risks. The system of accounting and controls are modified and improved from time to time, in line with changes in business conditions and recommendations of internal auditors.

During the financial year under review, the Audit Committee met four times to examine the reports on internal control/audit systems, financial disclosures and monitoring the implementation of internal audit recommendations. Your company continues to focus on risk management and also evaluate the internal control systems continuously so as to minimize and mitigate risks and improve control systems.

Board constitution

The Company, pursuant to the provisions of section 149(4) of the Companies Act, 2013 and of amended clause 49 of the Listing Agreements entered into with Stock Exchanges, is appointing Mr. S.C Katyal, Mr. B.D.Narang and Mr. B.V.Ramanan as Independent Directors of the Company at the ensuing Annual General Meeting (AGM).

In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the notice of the ensuing AGM of the Company.

Directors Mr.P.M.Rajanarayanan and Mr.Chaitanya Dalmia retire by rotation and being eligible have offered themselves for re- appointment.

As per the provisions of Section 149(1) of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement, the Company should have at least one woman director. Accordingly, Mrs. Deepali Dalmia was appointed as additional Director of the Company at the meeting of Board of Directors held on 08th August 2014 and the proposal for her appointment as director is being placed at the ensuing AGM of the company.

Conservation of Energy

As regards conservation of energy, company continued its efforts by elimination of waste, improvement in power factor and by good maintenance of various equipments. No capital investment was made during the year in this regard. As the cost of energy in the total cost is insignificant and considering the nature of our industry, measurement of savings in energy could not be undertaken.

Technology Absorption

Particulars with regard to technology absorption as required under Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are furnished in the annexure and the same forms part of this report.

Foreign exchange earnings and outgo

The Company earned foreign exchange of Rs. 45 million and the foreign exchange outgo during the year amounts to Rs 85 million.

Personnel/Industrial relations

Industrial relations were satisfactory during the year.

In terms of Sub- section (2A) of Section 217 of the Companies Act 1956, the company has no employee drawing salary exceeding Rs.60.00 lakhs per annum or Rs.5.00 lakhs per month during the year under review.

Directors'' responsibility statement

The Board of Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis.

Auditors

M/s Lodha & Co., Chartered Accountants, Kolkata due to retire at the end of the Annual General Meeting, being eligible, offer themselves for reappointment.

Auditors qualifications in Independent Auditors REPORT

Following two qualifications were noticed in Independent Auditors Report and the board recorded its reply as given below:

(a) Payment of managerial remuneration amounting to Rs 4.06 lacs is subject to approval of Central Government;

Steps are being taken to get approval from Central Government in this regard.

(b) In absence of any valuation for certain fixed assets pertaining to Construction Equipment Division held for disposal and its impact on financial statements is presently not ascertainable;

Valuation for the assets will be made at the time of disposal of assets.

Appreciation

The Directors express their sincere appreciation of dedicated efforts put in by our people and their commitment to make the company a high performance Company. The Directors also place on record their appreciation of the continued support and recognition provided by our esteemed customers and bankers.

For and on behalf of the Board of Directors

Place : Chennai Abhishek Dalmia Date : August 8, 2014 Executive Chairman


Mar 31, 2013

The Directors have pleasure in presenting the Thirty sixth Annual Report together with the audited accounts of your Company for the year ended March 31, 2013

Financial Results

All figures in Rs. Million

Particulars FY 13 FY 12

Total Income 1136 1283

Total Expenditure 1166 1285

Profit before tax (30) (2)

Less: Tax expense (1) (2)

Profit/(Loss) after tax (31) (4)

Appropriation made as under:

Transfer to General Reserve

Surplus / deficit carried to Balance Sheet (31) (4)

Dividend

No dividend has been declared in the financial year under review having regard to results of the year and need to conserve resources

Performance Review

Net sales of the company were lower at Rs. 1090 million against Rs.1262 million last year primarily because of very low sales of Construction Equipments. Good performance of drill division has been negated by poor performance of construction equipment business, resulting in net loss of Rs.31 millions.

The Company has decided to restructure its construction equipment business by realigning its resources to the expected lower level of business with a view to effect reductions in expenses/ costs as well working capital requirements.

Overview of the Economy

The Indian Economy has been slowing down continuously over last two years. Fiscal and current a/c deficits, inflation not abating, tight monetary conditions, declining net exports coupled with governance issues and inordinate delays in clearances with regard to environment clearances, land acquisition, fuel linkages and paralysis in decision making/ policy initiatives have eroded business confidence The recent rupee depreciation has added to the woes of the Indian Economy. The consumer demand which had lead to growth has also slowed down. Capacity utilization in capital goods sector is at around 70% with above normal inventory levels and hardly anyone is adding capacities.

The Government has started announcing certain measures like raising the limits of FDI in various sectors, clearances of pending projects and promises to clear more and more projects primarily relating to infrastructure. The investment in manufacturing is at its lowest. However, the perception of business and public at large continues to be negative and will turn positive only when they see the realities on the ground

The steps taken by the Government in recent weeks/months will take time for policy intent to be translated to economic / industrial revival. It will take still longer time for capital goods sector because of under utilized equipments and higher inventory levels. Hence, it will be difficult to assume benefits of various measures in FY 14

Currently, significant micro risks prevail from slow down, high current a/c and fiscal deficits and inflation above threshold limits which is impacting growth substantially.

Business Environment & Prospects for FY 2013-14

Coal India, the company''s main customer, endeavors to step up the Domestic Coal Production in order to meet the growing needs of our economy. During the year 2012-13, the overall production of coal has increased by 17.5 million tonnes. Of this increase, close to 16.4 Million Tonnes came from Coal India Ltd. (CIL). CIL has also registered a growth of 1.3% in production, 1.8% in off-take and 7.4% in coal supply to the power sector during April-May 2013. Keeping in mind the aim of increasing the coal production, 7 Open Cast Mines of total capacity of about 25 million tonnes are proposed to be offered to Mine Developer-cum- Operators (MDOs) within this year.

The business from Coal India is expected to be better this year during FY14 as a number of tenders pending for a long time are at the finalization stage. Our efforts to broad base our business in terms of products and markets including export are ongoing will start giving benefits from now on.

Prospects for construction equipments are not expected to improve. Accordingly, capacities as well resources deployed will be very closely aligned to business needs with a view to cut costs during this year.

Subsidiary Companies

Semac Consultants Pvt Ltd (Semac)

Potential Semac Consultants Pvt. Ltd (P S) name has been changed as Semac Consultants Private Ltd.

Semac Consultants Pvt. Ltd (Semac) is providing architecture and Engineering Design solutions for realty sector catering to industrial and commercial segments

Total revenue of Semac was at Rs 760 million in FY13 as against Rs 670 million in FY12 registering an increase of 13.4%. The subsidiary made a profit (PBT) of Rs. 117.2 million in FY13 against the profit of Rs 1.2 million in FY12. Considerable decrease in expenses and increase in revenue resulted in improved increase of profitability.

Renaissance Construction Technologies India LLP

Renaissance Construction Technologies India Ltd., wholly owned subsidiary, commenced its operations in FY12 by undertaking design and build projects and offering PMC services. The subsidiary company was converted into Limited Liability Partnership with effect from 27.12.2012.

Revenue from operations of this entity was at Rs 348.4 million in FY13 against Rs 56.7 million in FY12 registering an increase of 514% and earned a PBT of Rs 56.1 million in FY13 against loss of Rs 7.30 Million in FY12.

Consolidated Financial Statements

Your directors have pleasure in attaching the consolidated financial statements by consolidating accounts of Revathi Equipment Ltd., Renaissance Construction Technologies LLP. (wholly owned subsidiary), Semac Consultants Pvt. Ltd. (subsidiary company) and Satellier Holdings Inc. USA under applicable accounting Standards of the Institute of Chartered Accountants of India.

On consolidated basis, the total revenue for FY13 was Rs.2.25 billion (FY12 - Rs.2.02 billion) and PBT was Rs 123 million against loss of Rs 27 Million. Increase in sales revenue and resultant profit is due to better performance of subsidiaries.

Human Resources

Your company realizes that it has to re-orient its organization as dynamics of business are changing fast. The company is taking steps to retain its talent pool, enhance skill of existing people and recruit the most suited talent to spearhead its growth initiatives. Your company''s business has been divisionalised and business unit heads are in place.

Risks and Concerns

Lower than expected GDP growth in infrastructure sector, particularly in coal and construction segment may impact your company''s prospects.

Inflation and rising interest costs continue to cause worry.

Cautionary Note

Certain statements in "management discussions and analysis" section may be forward looking and are stated as required by law and regulations. Many factors, both external and internal, may affect the actual results which could be different from what the directors envisage in terms of performance and outlook.

Internal Control

The company is committed to maintaining an effective internal control environment and a system of accounting and control that provides assurance on the efficiency of operations, existence of internal controls and safeguarding of its assets and management of risks. The system of accounting and controls are modified and improved from time to time, in line with changes in business conditions and recommendations of internal auditors.

During the financial year under review, the Audit Committee met four times to examine the reports on internal control/audit systems, financial disclosures and monitoring the implementation of internal audit recommendations. Your company continues to focus on risk management and also evaluate the internal control systems continuously so as to minimize and mitigate risks and improve control systems.

Board constitution

In accordance with the Articles of Association of the company, Mr. B.V.Ramanan and Mr. B.D.Narang retire by rotation and being eligible, seek re-appointment.

Conservation of Energy

As regards conservation of energy, company continued its efforts by elimination of waste, improvement in power factor and by good maintenance of various equipments. No capital investment was made during the year in this regard. As the cost of energy in the total cost is insignificant and considering the nature of our industry, measurement of savings in energy could not be undertaken.

Technology Absorption

Particulars with regard to technology absorption as required under Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are furnished in the annexure and the same forms part of this report.

Foreign exchange earnings and outgo

The Company earned foreign exchange of Rs. 46.9 million and the foreign exchange outgo during the year amounts to Rs 110.8 million.

Personnel/Industrial relations

Industrial relations were* satisfactory during the year.

In terms of Sub- section (2A) of Section 217 of the Companies Act 1956, the company has no employee drawing salary exceeding Rs.60.00 lakhs per annum or Rs.5.00 lakhs per month during the year under review.

Directors'' responsibility statement

The Board of Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis.

Appreciation

The Directors express their sincere appreciation of dedicated efforts put in by our people and their commitment to make the company a high performance Company. The Directors also place on record their appreciation of the continued support and recognition provided by our esteemed customers. For and on behalf of the Board of Directors

Place : Chennai Abhishek Dalmia

Date : July 12, 2013 Executive Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Thirty fifth Annual Report together with the audited accounts of your Company for the year ended March 31, 2012

Financial Results

All figures in Rs. Million

Particulars FY 12 FY 11

Total Income 1283 1283

Total Expenditure 1285 1159

Profit before tax (2) 124

Less: Tax expense (2) 12

Profit / (Loss) after tax (4) 112

Appropriation made as under:

Transfer to General Reserve - -

Surplus / deficit carried to Balance Sheet (4) 112

Dividend

No dividend has been declared in the financial year under review having regard to results of the year and need to conserve resources

Performance Review

Net sales of your company in FY 12 was at Rs 1262 million which was higher by Rs 129 Million (11%) over last year net sales of Rs. 1133 Million.

The company reported a net loss of Rs 2.4 Million against profit before tax of Rs 124 Million last year. The business environment was sluggish for infrastructure sector. While the drill division reported better operational performance, there was substantial shortfall in sales growth of construction equipments leading to losses which were offset by Drill Division results. While inflationary conditions prevailed in all sectors of the economy resulting in all round cost increases, the scope of offsetting the inflation effect through selling prices or resource compression was extremely limited. Higher working capital and consequential higher borrowings coupled with increase in interest rates, pushed up interest costs. Further, investments did not generate any positive cash flows.

Overview of the Economy

During FY 12, our country witnessed lowest GDP growth of 6.5% since FY 03. The slow down was mainly due to RBI's tight monetary policy and rising interest rates to contain inflation, weak global sentiments and environmental issues in mining sector. Government policies and governance issues have added to industry's woes.

While mining sector output turned negative in FY 12 against 5% growth in the previous year, heavy slow down was witnessed in construction and construction related sectors.

Business Environment & Prospects for FY 2012-13

Everyone in Government at the highest level as well the economic advisers recognize the immediate need to increase coal production to provide the much needed power to sustain growth. While not much has happened on the ground, we expect that things are now going to change for the better.

It is expected that the Prime Minister with Finance portfolio under his charge is going to initiate reforms to improve the business sentiment and take immediate steps to remove bottlenecks in power and hence coal and other infrastructure sectors are likely to grow better. We do expect the Company's performance to be better in the current year based on indications visible today and things are likely to happen in near future.

Subsidiary Companies

Potential Semac Consultants P.Ltd (P S)

Potential Semac Consultants P.Ltd (P S) is providing Engineering Design solutions for realty sector catering to industrial and commercial segments

Total revenue of P S was at Rs 566 million in FY 12 as against Rs 637 million in FY 11 registering a decrease of 11%. The subsidiary incurred a loss of Rs. 16 million in FY 12 against the profit of Rs 121 million in FY 11. The general economy slowed down significantly during the year owing to a virtually stalled approval process and high cost of capital. This led to a significant slowdown in closure of new projects and stalling of projects under execution. This led to lower revenues and resultant margins particularly because of adverse impact of fixed costs.

Renaissance Construction Technologies India Ltd.

Renaissance Construction Technologies India Ltd., wholly owned subsidiary, has commenced its operations in FY 12 by undertaking design and build projects . Revenue from operations was Rs 56 Million and loss incurred was Rs 7.30 Million in FY 12.

Consolidated Financial Statements

Your directors have pleasure in attaching the consolidated financial statements by consolidating accounts of Revathi Equipment Ltd., Renaissance Construction Technologies India Ltd. ( wholly owned subsidiary company), Potential Semac Consultants P.Ltd. (subsidiary company) and Satellier Holdings Inc. USA under applicable accounting Standards of the Institute of Chartered Accountants of India.

On consolidation basis, the total revenue for FY 2012 was Rs 2023 Million (FY 2011 - Rs 2238 Million) and loss (before amortization of goodwill ) was Rs 8.5 million (FY 2011 Rs 152.3 Million). Amortization of goodwill was Rs. 18.4 Million ( FY 2011 Rs 75.7 Million). The reduction in total revenue in FY 12 was mainly due to sale of stake in Monarch Catalyst P.Ltd.( a 26% JV) at the end of FY 11 and lower sale revenue in a subsidiary.

Human Resources

Your company realizes that it has to re-orient its organization as dynamics of business are changing fast. The company is taking steps to retain its talent pool, enhance skill of existing people and recruit the most suited talent to spearhead its growth initiatives. Your company's business has been divisionalised and business unit heads are in place. Organizational development is our key priority.

Risks and Concerns

Lower than expected GDP growth in infrastructure sector, particularly in coal and construction segment may impact your company's prospects.

Inflation and rising interest costs continue to cause worry.

Cautionary Note

Certain statements in "management discussions and analysis" section may be forward looking and are stated as required by law and regulations. Many factors, both external and internal, may affect the actual results which could be different from what the directors envisage in terms of performance and outlook.

Internal Control

The company is committed to maintaining an effective internal control environment and a system of accounting and control that provides assurance on the efficiency of operations, existence of internal controls and safeguarding of its assets and management of risks. The system of accounting and controls are modified and improved from time to time, in line with changes in business conditions and recommendations of internal auditors.

During the financial year under review, the Audit Committee met four times to examine the reports on internal control/audit systems, financial disclosures and monitoring the implementation of internal audit recommendations. Your company continue to focus on risk management and also evaluate the internal control systems continuously so as to minimize and mitigate risks and improve control systems.

Board constitution

In accordance with the Articles of Association of the company, Mr. S.C.Katyal and Mr. Chaitanya Dalmia retire by rotation and being eligible, seek re-appointment.

Mr.P.M.Rajanarayanan has been appointed as additional director on the board on 08.05.2012. The brief particulars relating to directors who are being appointed/reappointed have been annexed along with notice convening annual general meeting.

Managing Director and CEO Mr. K. Sunil Kumar resigned from the board and his resignation was accepted from 11.07.2012. Board wishes to place on record its appreciation for the contribution made by him during his tenure.

Mr. S. Hariharan has been heading finance function in the company over two decades. In recognition of his services rendered by him, he has been elevated to the Board and appointed him as Wholetime Director with effect from 01.08.2012. A proposal for his appointment as Wholetime Director is being placed before members at the ensuing Annual General Meeting.

Conservation of Energy

As regards conservation of energy, company continued its efforts by elimination of waste, improvement in power factor and by good maintenance of various equipments. No capital investment was made during the year in this regard. As the cost of energy in the total cost is insignificant and considering the nature of our industry, measurement of savings in energy could not be undertaken.

Technology Absorption

Particulars with regard to technology absorption as required under Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are furnished in the annexure and the same forms part of this report.

Foreign exchange earnings and outgo

The Company earned foreign exchange of Rs. 60.2 million and the foreign exchange outgo during the year amounts to Rs 120.7 million.

Personnel/Industrial relations

Industrial relations were satisfactory during the year.

In terms of Sub- section (2A) of Section 217 of the Companies Act 1956, the company has no employee drawing salary exceeding Rs.60.00 lakhs per annum or Rs.5.00 lakhs per month during the year under review.

Directors' responsibility statement

The Board of Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis.

Appreciation

The Directors express their sincere appreciation of dedicated efforts put in by our people and their commitment to make the company a high performance Company. The Directors also place on record their appreciation of the continued support and recognition provided by our esteemed customers.

For and on behalf of the Board of Directors

Place : Chennai Abhishek Dalmia

Date : July 31, 2012 Executive Chairman


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Thirty Fourth Annual Report together with the audited accounts of your Company for the year ended March 31, 2011

FINANCIAL RESULTS

All figures in Rs. Million

Particulars FY 11 FY 10

Total Income 1283 1206

Total Expenditure 1159 1071

Profit before tax 124 135

Less: Provision for tax 12 36

Profit after tax 112 99

Appropriation made as under:

Transfer to General Reserve - -

Surplus carried to Balance Sheet 112 99

DIVIDEND

No dividend has been declared considering the need to preserve cash for development in the financial year under review.

BOARD CONSTITUTION

In accordance with the Articles of Association of the company, Mr. B.D.Narang and Mr. B.V.Ramanan retire by rotation and being eligible, seek re-appointment.

CONSERVATION OF ENERGY

As regards conservation of energy, company continued its efforts by elimination of waste, improvement in power factor and by good maintenance of various equipments. No capital investment was made during the year in this

regard. As the cost of energy in the total cost is insignificant and considering the nature of our industry, measurement of savings in energy could not be undertaken.

TECHNOLOGY ABSORPTION

Particulars with regard to technology absorption as required under Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are furnished in the annexure A and the same forms part of this report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your company earned foreign exchange of Rs. 113 million and the foreign exchange outgo during the year amounts to Rs 118 million.

PERSONNEL/INDUSTRIAL RELATIONS

Industrial relations were satisfactory during the year.

In terms of Sub- section (2A) of Section 217 of the Companies Act 1956, Your company has no employee drawing salary exceeding Rs.60.00 lakhs per annum or Rs.5.00 lakhs per month during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had 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 Your company at the end of the financial year and of the profit or loss of Your company for that period ;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956, for safeguarding the assets of Your company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis.

APPRECIATION

The Directors express their sincere appreciation of dedicated efforts put in by our people and their commitment to make your company a high performance Company. The Directors also place on record their appreciation of the continued support and recognition provided by our esteemed customers.

For and on behalf of the Board of Directors

Abhishek Dalmia K.Sunil Kumar

Executive Chairman Managing Director & CEO


Mar 31, 2010

The Directors have pleasure in presenting the Thirty third Annual Report together with the audited accounts of your Company for the year ended March 31, 2010

Financial Results

All figures in Rs. Million

Particulars FY 10 FY 09

Total Income 1206 947

Total Expenditure 1071 905

Profit before tax 135 42

Less: Provision for tax 36 6

Profit after tax 99 36

Appropriation made as under:

Transfer to General Reserve - 30

Surplus carried to Balance Sheet 99 6

Dividend

No dividend has been declared considering the need to preserve cash for development in the financial year under review.

Performance Review

Sales of your company increased by 27.4 % to Rs. 1136 Million from Rs. 891 Million.

Profit before tax increased by 219 % to Rs. 135 Million from Rs. 42 Million due to higher sales volume and better product mix.

Board constitution

Board acknowledges the outstanding contribution of Mr. P.M. Rajanarayanan who was the Managing Director of the Company for the past 7 years, and who retired on March 31, 2010.

Board appreciates the contribution of Mr. Ajay Kumar Dhagat during his tenure as Director of the Company.

The board had appointed Mr. K. Sunil Kumar as Managing Director and CEO, with effect from April 01, 2010. A proposal for his appointment as Managing Director & CEO is being placed before the members for approval at the Annual General Meeting.

In accordance with the Articles of Association of the company, Mr. Chaitanya Dalmia and Mr.S.C.Katyal retire by rotation and being eligible, seek re-appointment.

Conservation of Energy

As regards conservation of energy, company continued its efforts by elimination of waste, improvement in power factor and by good maintenance of various equipments. No capital investment was made during the year in this regard. As the cost of energy in the total cost is insignificant and considering the nature of our industry, measurement of savings in energy could not be undertaken.

Technology Absorption

Particulars with regard to technology absorption as required under Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are furnished in the annexure A and the same forms part of this report.

Foreign exchange earnings and outgo

The Company earned foreign exchange of Rs. 167 Million and the foreign exchange outgo during the year amounts to Rs 176 Million.

Personnel/Industrial relations

Industrial relations were satisfactory during the year. The particulars, as required under section 217(2A) of the Companies Act, 1956 and the rules framed there under are furnished in the annexure B.

Directors responsibility statement

The Board of Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis. Appreciation

The Directors express their sincere appreciation of dedicated efforts put in by our people and their commitment to make the company a high performance Company. The Directors also place on record their appreciation of the continued support and recognition provided by our esteemed customers.

For and on behalf of the Board of Directors

New Delhi Abhishek Dalmia K. Sunil Kumar

August 23, 2010 Executive Chairman Managing Dire ctor & CEO

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