Mar 31, 2019
TO THE MEMBERS,
The Directors have pleasure in presenting their Thirty-Fourth Annual Report, together with the Audited Statement of Accounts for the financial year ended 31st March, 2019.
Pursuant to the notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (ââInd ASââ) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1st April, 2017.
FINANCIAL SUMMARY
The summarized financial results of the Company for the year ended 31st March, 2019 are presented below:
(Rs in Lacs)
Particulars |
2018-2019 |
2017-2018 |
Sales and other income Profit before Depreciation, Finance Cost and Tax Less: Depreciation Finance Cost Profit before Tax Less: Provision for Tax (Including Income Tax, Prior period tax and Deferred Tax) Profit after Tax Add: Other Comprehensive Income Total Comprehensive Income carried to Other Equity |
6299.18 921.83 45.08 25.88 850.87 120.73 730.14 (3.01) 727.13 |
6373.44 1278.32 63.38 25.05 1189.89 382.38 807.51 (4.92) 802.59 |
REVIEW OF OPERATIONS
Your Companyâs Sales turnover was Rs. 6064.89 lacs in the year under review as compared to Rs. 6028.27 lacs in the previous year. Other income in the year under review was Rs. 234.29 lacs as compared to Rs.345.17 lacs in previous year primarily due to fluctuation in value of the investment portfolio.
The Profit before tax (PBT) for the period under review has decreased from Rs. 1189.89 lacs in the previous year to Rs. 850.87 lacs in current year.
EVENTS OCCURING AFTER THE BALANCE SHEET DATE
There are no material changes or commitments, between the end of the financial year to which the financial statements relate and the date of this report, that affects the financial position of the Company.
DIVIDEND AND TRANSFER TO RESERVES
The Board of Directors of the Company recommend, for consideration of shareholders, at the 34th Annual General Meeting, payment of dividend @ 12% (Re. 1.20/- per share) on the Equity Shares of face value of Rs. 10/- each for the year ended 31st March, 2019. The dividend paid during the previous year was 12% (i.e. Re. 1.20 per share). An amount of Rs. 23.93 lakhs would be paid as dividend distribution tax on the dividend.
The Board proposes to transfer an amount of Rs. 10 lakhs (Rupees Ten Lakhs) to the General Reserve.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
In accordance with Section 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and amendments thereof, dividend amount of Rs. 343,901/- for the financial year 2010-11 which remained unclaimed / unpaid for a period of seven years has been transferred to the Investor Education and Protection Fund (IE&PF) during the year. Further, 10,700 shares pertaining to such unclaimed / unpaid dividend for financial year 2010-2011 have also been transferred to the IE&PF Authority as per the statutory provisions. Dividend amount of Rs. 158,700/- for the financial year 2017-18 in respect of the shares transferred to IE&PF Authority has also been transferred to the designated IE&PF bank account during the year.
Your Company has appointed the Company Secretary of the Company, Mr. Agnelo A. Fernandes, as the Nodal Officer under the aforesaid IE&PF Rules. Further details pertaining to IE&PF transfer are available on the IE&PF website : www.iepf.gov.in and on the Company website on the following weblink - http://www.rishiroop.in/ investors/corporate-governance/downloads/
DIRECTORS
In terms of the Articles of Association of the Company and the Companies Act, 2013, Mr. Atul R. Shah (DIN: 00004528), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment.
Mr. Shah is a fellow member of the Institute of Chartered Accountants of India (ICAI), and has 44 years of experience in the field of Corporate Laws, Taxation, Accounts, Finance and Management.
Mr. Shah is Director of Rishichem Distributors Private Limited and Rishi Foods Private Limited. Other than this, he does not hold any directorships and membership of any committees of the Boards of Directors of any other companies except Rishiroop Limited.
The Board considers that his continued association would be of immense benefit to the Company, and it is desirable to continue to avail services of Mr. Shah as non-executive Director. Accordingly, the Board of Directors recommends his reappointment as Director of the Company.
Members approval is sought by way of Special Resolution for the re-appointment of Mr. Aditya A. Kapoor, Managing Director of the Company, for a term of 3 years from 1st April, 2019 upto 31st March, 2022. Particulars relating to his appointment have been given in the Notice for the 34th Annual General Meeting and explanatory statement annexed thereto.
Members approval is also sought by way of Special Resolution for re-appointment of Mr. Dilipkumar P. Shah, independent director of the Company, for a second term of 5 years with effect from 1st April, 2019 upto 31st March, 2024. Particulars relating to his appointment have been given in the Notice for the 34th Annual General Meeting and explanatory statement annexed thereto.
All the appointments of Directors of the Company are in compliance with the provisions of Section 164 of the Companies Act, 2013.
All Independent directors have given the declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013, and clause 16(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Further, all Directors and senior management personnel have confirmed compliance with the Code of Conduct for Directors and senior management personnel.
The relevant details of the Directors, and their attendance at Board and Committee meetings are given in the Corporate Governance Report attached herewith.
ANNUAL EVALUATION OF THE BOARD
The Independent Directors, during their separate meeting held on 2nd February, 2019, and the Board in its meeting also held on 2nd February, 2019, conducted a Formal Evaluation of the performance of the Chairman, Managing Director, Non-Executive Director, Independent Directors, the Board as a whole and also that of its Committees in accordance with the requirements of Sec. 134(3)(p) of the Companies Act, 2013, and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The manner in which formal annual evaluation of the performance of the Board, its Committees and of individual directors has been made is summarized below:
1. Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman, draft parameterized feedback forms for evaluation of the Board, Independent Directors, Managing Director, NonExecutive Director and Chairman.
2. Independent Directors at a meeting without anyone from the non-independent directors and management present, considered/evaluated the Boardâs performance, performance of the Chairman and other nonindependent Directors.
3. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors (without participation of the concerned director).
NO. OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the financial year 2018-19 forms part of the Corporate Governance Report.
AUDIT COMMITTEE
The details on the Audit Committee and its meetings during the financial year 2018-19 forms part of the Corporate Governance Report.
CORPORATE GOVERNANCE REPORT
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report with the Auditorsâ Certificate thereon are attached hereto and form part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is attached hereto and forms part of this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the company and its future operations.
DEPOSITS
During the year, your Company has not accepted deposits from the Shareholders and others, and has complied with the provisions of Section 73 of the Companies Act, 2013 and the Rules made thereunder.
DIRECTORSâ RESPONSIBILITY STATEMENT U/S 134(5) OF THE COMPANIES ACT, 2013
Pursuant to the provisions of Section 134(5) of Companies Act, 2013, as amended, with respect to the Directorsâ Responsibility Statement, it is hereby confirmed that:
1) In the preparation of the accounts for the financial year ended 31st March, 2019, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit and loss of the Company for the year ended 31st March, 2019;
3) 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;
4) The Directors have prepared the annual accounts for the financial year ended 31st March, 2019 on a going concern basis.
5) 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.
6) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
REPORTING OF FRAUDS
Pursuant to the provisions of Section 134(3)(ca) of Companies Act, 2013, it is hereby confirmed that during the year 2018-19 there have been no frauds reported by the auditors.
STATUTORY AUDITORS
M/s Jayesh Dadia & Associates LLP, Chartered accountants (Registration No.: 121142W), were appointed as Statutory Auditors at the 32nd Annual General Meeting, till the conclusion of 37th Annual General Meeting of the Company (subject to ratification of the appointment by the members at every AGM).
As required under the provisions of Section 139(1) of the Act, the Company has received a written consent from M/s Jayesh Dadia & Associates LLP, Chartered Accountants, for their appointment and a Certificate, to the effect that their re-appointment, if made, would be in accordance with the Act and the Rules framed thereunder, and that they satisfy the criteria provided in Section 141 of the Act. Your Board recommends ratification of their appointment as the Statutory Auditors at the Annual General Meeting.
The Companies (Amendment) Act, 2017 read with Notification S.O. 1833(E) dated 7th May, 2018 deletes provision of annual ratification of the appointment of statutory auditor, and hence members approval is sought for dispensing with such annual ratification for the remainder of the term of appointment of M/s. Jayesh Dadia & Associates LLP as statutory auditors i.e. upto the conclusion of the 37th Annual General Meeting of the Company.
The Auditors opinion given in the Audit report of M/s Jayesh Dadia & Associates LLP is unmodified and there are no qualifications / reservations or adverse remarks in the report. Further the observations and comments given in the Auditors Report read together with the notes to the accounts are self-explanatory, and hence do not call for any further explanation.
SECRETARIAL AUDIT REPORT & SECRETARIAL COMPLIANCE REPORT
As per requirement of the Companies Act, 2013 and Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the Company had appointed DM & Associates Company Secretaries LLP as the Secretarial Auditor for FY 2018-2019, whose Secretarial Audit Report in Form MR-3 dated 17th April, 2019 is attached separately to this report. Further, pursuant to Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Secretarial Compliance Report dated 17th April, 2019 in the prescribed format is also attached to this report. The aforesaid reports are self-explanatory and do not call for any further explanation.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the Notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year, your Company entered into related party transactions which were on armâs length basis and in the ordinary course of business. There are no material transactions with any related party as defined under Section 188 of the Act read with the Companies (Meeting of Board and its Powers), Rules, 2014.
All related party transactions have been approved by the Audit Committee of your Company and by the Board of Directors. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.
Details of the related party disclosures and transactions are given in Note no. 35 to the financial statements. Since the related party transactions are all on armâs length, and there are no material contracts, arrangement or transactions, Form AOC-2 is not annexed to this Report.
POLICY ON RELATED PARTY TRANSACTIONS OF THE COMPANY
The policy on Related Party Transactions as approved by the Board is accessible on the Company website viz. http://www.rishiroop.in/investors/corporate-governance/policies/.
RISK MANAGEMENT
The Company is exposed to inherent uncertainties owing to the sectors in which it operates. The Companyâs Risk Management processes focus on ensuring that these risks are identified on a timely basis and addressed.
The Company has a policy on Risk Management, which is accessible on the Company website: http://www. rishiroop.in/investors/corporate-governance/policies/
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has an adequate system of internal control commensurate with the size and the nature of its business, which ensures that transactions are recorded, authorized and reported correctly apart from safeguarding its assets against loss from wastage, unauthorized use, and removal.
The internal control system is supplemented by documented policies, guidelines, and procedures. The Companyâs internal auditors continuously monitors the effectiveness of the internal controls with a view to provide to the Audit Committee and the Board of Directors an independent, objective and reasonable assurance of the adequacy of the organizationâs internal controls and risk management procedures. The Internal Auditor submits detailed reports on quarterly basis to the Audit Committee and management. The Audit Committee reviews these reports with the executive management with a view to provide oversight of the internal control system.
Your Company, in compliance with the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable Secretarial Standards approved by the Central Government. Your Company has framed and put into effect, several policies on important matters such as Nomination and Remuneration of directors and KMP, materiality of events/information, preservation of documents/archival policy etc., which provide robust guidance to the management in dealing with such matters to support internal control. Your Company reviews its policies, guidelines, and procedures of internal control on an ongoing basis in view of the ever-changing business environment.
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Board shall have minimum 3 and maximum 15 directors, unless otherwise approved. No person of age less than 21 years shall be appointed as a director on the Board. The Company shall have such persons on the Board who complies with the requirements of the Companies Act, 2013, Provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Memorandum of Association and Articles of Association of the Company and all other statutory provisions and guidelines as may be applicable from time to time. Composition of the Board shall be in compliance with the requirements of Companies Act/SEBI Regulations. Except for the Managing Director, no other directors are paid remuneration, but are paid sitting fees. The Managing Director is paid remuneration as approved by the Shareholders but is not paid any sitting fees. Managing Director, Company Secretary and Chief Financial Officer shall be the Key Managerial Personnel (KMP) of the Company. All persons who are Directors / KMPs, members of Senior Management and all other employees shall abide by the Code of Conduct. Directors/KMPs shall not acquire any disqualification and shall be persons of sound integrity and honesty, apart from knowledge, experience, etc. in their respective fields.
A copy of the policy for remuneration to non executive and independent directors is available on the website of the Company i.e www.rishiroop.in on the weblink : http://www.rishiroop.in/investors/corporate-governance/policies/
PARTICULARS OF EMPLOYEES AND REMUNERATION
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remunerations of Managerial Personnel) Rules, 2014, the relevant details for financial year 2018-19 are given below:
(i) The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary, ratio of the remuneration of each Director to the median remuneration of the employees of your Company for the financial year 2018-19 are as under :
Sr. No. |
Name of Director /KMP & designation |
Remuneration of Directors/KMP for FY 2018-19 (Rs. In lakhs) |
%Increase/(Decrease) in Remuneration for the FY 2018-19 |
Ratio of Remuneration of each Director to the median remuneration of employee |
1 |
Mr. Arvind M. Kapoor, Director |
1.00 |
(37.50) |
0.29 |
2 |
Mr. Aditya A. Kapoor, Managing Director |
54.60 |
11.26 |
15.78 |
3 |
Mr. Dilipkumar P. Shah, Independent Director |
1.35 |
(10.00) |
0.39 |
4 |
Mr. Hemant D. Vakil, Independent Director |
1.45 |
(12.12) |
0.42 |
5 |
Ms. Vijyatta Jaiswal, Independent Director |
1.30 |
(16.13) |
0.38 |
6 |
Mr. Atul R. Shah, Non-Executive Director |
1.05 |
16.67 |
0.30 |
7 |
Mr. Suresh Khilnani, Chief Financial Officer |
17.50 |
10.63 |
Not applicable |
8 |
Mr. Agnelo Fernandes, Company Secretary |
15.77 |
15.58 |
Not applicable |
(ii) In the financial year, there was an increase of 22.70% in the median remuneration of the employees.
(iii) There were 38 permanent employees on the rolls of your Company as on 31st March, 2019.
(iv) Average percentage increase in the salaries of employees other than the managerial personnel in the financial year 2018-19 was 12.70%, whereas, increase in the managerial remuneration for the same financial year was 12.49%. Managerial remuneration paid during the financial year 2018-19 was as per the provisions of the Companies Act, 2013 and the Remuneration Policy of your Company.
(v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of your Company.
During the financial year 2018-19, there are no employees whose remuneration was falling under remuneration as prescribed under Sec 197(12) of Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further, as per Sec 197(12) of Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the aforesaid Rules, the Statement containing names and details of the top ten employees in terms of remuneration drawn during the financial year 2018-19 forms part of this report. This report is sent to the members excluding the aforesaid Statement. This Statement is open for inspection at the Registered Office of the Company during working hours, and any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure âAâ to this Report.
ESTABLISHMENT OF VIGIL MECHANISM
The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in force. The policy was approved on 13th February, 2015. This Policy inter alia provides a direct access to a Whistle Blower to the Chairman of Audit Committee on his dedicated email-ID : [email protected]. The Whistle Blower Policy covering all employees and directors is hosted on the Companyâs website at URL - http://www. rishiroop.in/investors/corporate-governance/policies/
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Sexual Harassment Prevention Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year:
- No. of complaints received : Nil
- No. of complaints disposed : Nil
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Details of the familiarization program for Independent Directors is accessible on the Company website at http:// www.rishiroop.in/investors/corporate-governance/policies/
CORPORATE SOCIAL RESONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act, 2013 and the relevant Rules, the Board reconstituted the CSR Committee under the Chairmanship of Mr. Arvind M. Kapoor. The other members of the Committee are Mr. Aditya Kapoor, Mr. Hemant Vakil and Mr. Atul Shah. A detailed CSR policy has also been framed which is placed on the companyâs website: http://www.rishiroop.in/investors/corporate-governance/policies/. The report on CSR as required under Section 135 of the Companies Act, 2013 is given in Annexure âBâ to this Report.
ANNUAL RETURN
An extract of the Annual Return i.e. Form No. MGT-9, as of 31st March, 2019, pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013, is given in Annexure âCâ to this Report. A copy of the Annual Return is also available on the website of the Company i.e www.rishiroop.in on the weblink - http://www.rishiroop.in/ investors/corporate-governance/downloads/
SECRETARIAL STANDARDS
The Directors confirm that the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, which have been approved by the Central Government have been duly followed by your Company.
MAINTENANCE OF COST RECORDS
Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.
ACKNOWLEDGEMENTS
The Board of Directors express their appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by all the employees of the Company. The Board of Directors expresses their gratitude to all our valued shareholders for their confidence and continued support to the Company.
For and on behalf of the Board of Directors
Place: Mumbai Arvind Mahendra Kapoor
Date: 11.05.2019 Chairman
DIN : 00002704
Registered Office:
W-75(A) & W-76(A)
MIDC Industrial Area
Satpur, Nasik - 422007
Mar 31, 2018
DIRECTORSâ REPORT
TO THE MEMBERS,
The Directors have pleasure in presenting their Thirty-Third Annual Report, together with the Audited Statement of Accounts for the financial year ended 31st March, 2018.
Pursuant to the notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (ââInd ASââ) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1st April, 2017. As such, financial statements for the year ended as at 31stMarch, 2017 have been restated to conform to Ind AS.
FINANCIAL SUMMARY
The summarized financial results of the company for the year ended 31st March, 2018 are presented below:
(Rs. in Lacs)
Particulars |
2017-2018 |
2016-2017 (Restated as per Ind AS) |
Sales and other income |
6416.88 |
5421.39 |
Profit before Depreciation, Finance Cost and Tax |
1278.32 |
1009.54 |
Less: Depreciation |
63.38 |
77.83 |
Finance Cost |
25.05 |
28.26 |
Profit before Tax |
1189.89 |
903.45 |
Less: Provision for Tax (Including Income Tax, Prior period tax and Deferred Tax) |
382.38 |
167.90 |
Profit after Tax |
807.51 |
735.55 |
Add: Other Comprehensive Income |
(4.92) |
6.90 |
Total Comprehensive Income carried to Other Equity |
802.59 |
742.45 |
REVIEW OF OPERATIONS
Your Companyâs Sales turnover was Rs. 6071.71 lacs in the year under review as compared to Rs. 4776.19 lacs in the previous year, driven largely by an 52 % increase in sale of finished goods.
The Profit before tax (PBT) for the period under review has increased from Rs. 903.45 lacs in the previous year to Rs. 1189.89 lacs in current year.
REDEMPTION OF PREFERENCE SHARES
As per terms of the Scheme of Amalgamation (âSchemeâ) with Rishiroop Rubber (International) Limited, sanctioned by the Honâble High Court of Gujarat, on 23rd June, 2015, and the Honâble High Court of Bombay on 8th May, 2015, the Company made an application to BSE Limited for listing 26,18,447 Redeemable Preference shares (RPS) issued by the Company in lieu of unconverted 1% Optionally Convertible Preference Shares (OCPS). Keeping in view certain regulatory approvals required, BSE Ltd. referred the matter to Securities Exchange Board of India (SEBI). Your Company awaited the RPS listing approval and redeemed the RPS on the expiry of their tenure of 6 (six) months i.e. on 23rd August, 2017 as per the Scheme terms, at a price of Rs. 45.32 per RPS. Total outflow on account of RPS redemption was Rs. 11.87 crore.
EVENTS OCCURING AFTER THE BALANCE SHEET DATE
There are no material changes or commitments, between the end of the financial year to which the financial statements relate and the date of this report, that affects the financial position of the Company.
DIVIDEND AND TRANSFER TO RESERVES
The Board of Directors of the Company recommend, for consideration of shareholders, at the 33rd Annual General Meeting, payment of dividend @ 12 % (Re. 1.20 per share) on the Equity Shares of face value of Rs. 10/- each for the year ended 31st March, 2018. The dividend paid during the previous year was 10% (i.e. Re. 1/- per share). The Board proposes to transfer an amount of Rs. 10 Lakhs (Rupees Ten Lakhs) to the General Reserve. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
In accordance with Section 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and amendments thereof, the dividend amounts for the financial year 2009-10 which remained unclaimed / unpaid for a period of seven years have been transferred to the Investor Education and Protection Fund (IE&PF) during the year. The shares pertaining to such unclaimed / unpaid dividend have also been transferred to the IE&PF Authority as per the statutory provisions. DIRECTORS
Mr. Atul Shah (DIN: 00004528) was appointed as a Non- Executive Director, liable to retire by rotation, at the 32nd Annual General Meeting held on 25th September, 2017.
In terms of the Articles of Association of the Company and the Companies Act, 2013, Mr. Arvind M. Kapoor (DIN: 00002704), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting of the company and being eligible, offers himself for reappointment.
Mr. Kapoor is M.S. (Polymer Engg.) USA and B.Tech., IIT - Mumbai, and has over 38 years of Industrial and Managerial experience.
The Board considers that his continued association would be of immense benefit to the Company, and it is desirable to continue to avail services of Mr. Kapoor as non-executive Director. Accordingly, the Board of Directors recommends his reappointment as Director of the Company.
Mr. Nakul Kumar (DIN: 00262802), Independent Director, vide his letter dated 24th May, 2017, submitted his resignation as Director from the Board. The Directors place on record their sincere appreciation of his contribution during his tenure.
All the appointments of Directors of the Company are in compliance with the provisions of Section 164 of the Companies Act, 2013.
All Independent directors have given the declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, and clause 16(b) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.
The relevant details of the above Directors are given in the Corporate Governance Report attached herewith.
ANNUAL EVALUATION OF THE BOARD
The Independent Directors, during their separate meeting held on 8th February, 2018, and the Board in its meeting held on 12th February, 2018, conducted a Formal Evaluation of the performance of the Chairman, Managing Director, Non-Executive Director, Independent Directors, the Board as a whole and also that of its Committees in accordance with the requirements of Sec. 134(3)(p) of the Companies Act, 2013, and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The manner in which formal annual evaluation of the performance of the Board, its Committees and of individual directors has been made is summarized below:
1. Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman, draft parameterized feedback forms for evaluation of the Board, Independent Directors, Managing Director, Non-Executive Director and Chairman.
2. Independent Directors at a meeting without anyone from the non-independent directors and management present, considered/evaluated the Boardâs performance, performance of the Chairman and other no independent Directors.
3. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors (without participation of the concerned director).
NO. OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the financial year 2017-18 forms part of the Corporate Governance Report.
AUDIT COMMITTEE
The details on the Audit Committee and its meetings during the financial year 2017-18 forms part of the Corporate Governance Report.
CORPORATE GOVERNANCE REPORT
As per SEBI Listing Regulations, 2015 the Corporate Governance Report with the Auditorsâ Certificate thereon are attached hereto and form part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to the SEBI Listing Regulations, 2015, the Management Discussion and Analysis is attached hereto and forms part of this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the company and its future operations.
DEPOSITS
During the year, the Company has not accepted deposits from the Shareholders and others, and has complied with the provisions of Section 73 of the Companies Act, 2013 and the Rules made thereunder.
DIRECTORSâ RESPONSIBILITY STATEMENT U/S 134(5) OF THE COMPANIES ACT, 2013
Pursuant to the provisions of Section 134(5) of Companies Act, 2013, as amended, with respect to the Directorsâ Responsibility Statement, it is hereby confirmed that:
1) In the preparation of the accounts for the financial year ended 31st March, 2018, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit and loss of the Company for the year ended 31st March, 2018;
3) 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;
4) The Directors have prepared the annual accounts for the financial year ended 31st March, 2018 on a going concern basis.
5) 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.
6) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
REPORTING OF FRAUDS
Pursuant to the provisions of Section 134(3)(ca) of Companies Act, 2013, it is hereby confirmed that during the year 2017-18 there have been no frauds reported by the auditors.
STATUTORY AUDITORS
M/s Jayesh Dadia & Associates LLP, Chartered Accountants (Registration No.: 121142W), were appointed as Statutory Auditors at the 32nd Annual General Meeting, till the conclusion of 37th Annual General Meeting of the Company (subject to ratification of the appointment by the members at every AGM).
As required under the provisions of Section 139(1) of the Act, the Company has received a written consent from M/s. Jayesh Dadia & Associates LLP, Chartered Accountants, for their appointment and a Certificate, to the effect that their re-appointment, if made, would be in accordance with the Act and the Rules framed thereunder, and that they satisfy the criteria provided in Section 141 of the Act. Your Board recommends ratification of their appointment as the Statutory Auditors at the Annual General Meeting.
The Auditors opinion given in the Audit report of M/s. Jayesh Dadia & Associates LLP, is unmodified and there are no qualifications / reservations or adverse remarks in the report. Further the observations and comments given in the Auditors Report read together with the notes to the accounts are self-explanatory, and hence do not call for any further explanation.
SECRETARIAL AUDIT REPORT
As per requirement of the Companies Act, 2013 and Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Dinesh Kumar Deora, Practicing Company Secretary COP 4119) as the Secretarial Auditor for FY 2017-2018, whose Secretarial Audit Report in Form MR-3 dated 15thMay, 2018 is attached separately to this report.
Pursuant to the allotment of OCPS/RPS to the Non-Resident shareholders of Rishiroop Rubber (International) Limited as per the Scheme terms, the Company intimated RBI as per the extant FEMA regulations. RBI advised that keeping in view Reg. 2(ii) and 7(2) of Foreign Exchange Management (Transfer or issue of Securities by Person resident outside India), Regulations 2000, it would be necessary to make a compounding application
to RBI in respect of the allotment of optionally convertible instrument(s) to non-residents. As directed by RBI, a compounding application was made, which was approved by RBI Compounding Authority on payment of the compounding fees.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the Notes to the financial statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year, your Company entered into related party transactions which were on armâs length basis and in the ordinary course of business. There are no material transactions with any related party as defined under Section 188 of the Act read with the Companies (Meeting of Board and its Powers), Rules, 2014. All related party transactions have been approved by the Audit Committee of your Company.
Details of the related party disclosures and transactions are given in Note no. 35 to the financial statements. Since the related party transactions are on armâs length, and there are no material contracts, arrangement or transactions, Form AOC-2 is not annexed to this Report.
POLICY ON RELATED PARTY TRANSACTIONS OF THE COMPANY
The policy on Related Party Transactions as approved by the Board is accessible on the Company website viz. http://www.rishiroop.in/investors/corporate-governance/policies/
RISK MANAGEMENT
The Company is exposed to inherent uncertainties owing to the sectors in which it operates. The Companyâs Risk Management processes focus on ensuring that these risks are identified on a timely basis and addressed.
The Company has a policy on Risk Management, which is accessible on the Company website:
http://www.rishiroop.in/investors/corporate-governance/policies
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has an adequate system of internal control commensurate with the size and the nature of its business, which ensures that transactions are recorded, authorized and reported correctly apart from safeguarding its assets against loss from wastage, unauthorized use, and removal.
The internal control system is supplemented by documented policies, guidelines, and procedures. The Companyâs internal auditors continuously monitors the effectiveness of the internal controls with a view to provide to the Audit Committee and the Board of Directors an independent, objective and reasonable assurance of the adequacy of the organizationâs internal controls and risk management procedures. The Internal Auditor submits detailed reports on quarterly basis to the Audit Committee and management. The Audit Committee reviews these reports with the executive management with a view to provide oversight of the internal control system.
Your Company, in compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has framed and put into effect, several policies on important matters such as Nomination and Remuneration of directors and KMP, materiality of events/information, preservation of documents/archival policy etc., which provide robust guidance to the management in dealing with such matters to support internal control. Your Company reviews its policies, guidelines, and procedures of internal control on an ongoing basis in view of the ever-changing business environment.
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Board shall have minimum 3 and maximum 15 directors, unless otherwise approved. No person of age less than 21 years shall be appointed as a director on the Board. The Company shall have such persons on the Board who complies with the requirements of the Companies Act, 2013, Provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Memorandum of Association and Articles of Association of the Company and all other statutory provisions and guidelines as may be applicable from time to time. Composition of the Board shall be in compliance with the requirements of Companies Act/SEBI Regulations. At present, except for the Managing Director, no other directors are paid remuneration, but are paid only sitting fees. The Managing Director is paid remuneration as approved by the Shareholders but is not paid any sitting fees. Managing Director, Company Secretary and Chief Financial Officer shall be the Key Managerial Personnel (KMP) of the Company. All persons who are Directors / KMPs, members of Senior Management and all other employees shall abide by the Code of Conduct. Directors/KMPs shall not acquire any disqualification and shall be persons of sound integrity and honesty, apart from knowledge, experience, etc. in their respective fields.
A copy of the policy for remuneration to non executive and independent directors is available on the website of the Company i.e www.rishiroop.in on the web link : http://www.rishiroop.in/investors/corporate-governance/policies/
PARTICULARS OF EMPLOYEES
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant details are given below:
a) The ratio of the remuneration of Managing Director to the median employeeâs remuneration for the financial year |
17.40 |
b) The percentage increase in remuneration of Managing director, Chief Financial Officer, Company Secretary in the financial year |
MD - 7.63 % CFO - 11.80 % CS - 15.90 % |
c) The percentage increase in the median remuneration of employees in the financial year |
10.91 % |
d) The number of permanent employees on the rolls of Company |
40 |
e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration |
Average increase in remuneration of all employees excluding KMP - 9.23 % Average increase in the remuneration of KMPâs - 11.78 % |
f) Affirmation that the remuneration is as per the remuneration policy of the Company |
Yes |
During the financial year, no employee received remuneration in excess of the prescribed limits as per Section 197(12) of Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure A to this Report.
ESTABLISHMENT OF VIGIL MECHANISM
The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in force. The policy was approved on 13th February, 2015. This Policy inter alia provides a direct access to a Whistle Blower to the Chairman of Audit Committee on his dedicated email-ID : [email protected]. The Whistle Blower Policy covering all employees and directors is hosted on the Companyâs website at URL - http://www.rishiroop.in/investors/corporate-governance/policies
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Sexual Harassment Prevention Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year:
- No. of complaints received : Nil
- No. of complaints disposed : Nil
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Details of the familiarization program for Independent Directors is accessible on the Company website at http://www.rishiroop.in/investors/corporate-governance/policies
CORPORATE SOCIAL RESONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act, 2013 and the relevant Rules, the Board reconstituted the CSR Committee under the Chairmanship of Mr. Arvind Mahendra Kapoor. The other members of the Committee are Mr. Aditya Arvind Kapoor and Mr. Hemant Vakil. A detailed CSR policy has also been framed which is placed on the companyâs website: http://www.rishiroop.in/investors/corporate-governance/policies/
The report on CSR as required under Section 135 of the Companies Act, 2013 is given in Annexure B to this Report. ANNUAL RETURN
An extract of the Annual Return i.e. Form No. MGT-9, as of 31st March, 2018, pursuant to the sub-Section (3) of Section 92 of the Companies Act, 2013, is given in Annexure C to this Report. A copy of the Annual Return is also available on the website of the Company i.e www.rishiroop.in on the weblink - http://www.rishiroop.in/investors/corporate-governance/downloads/
ACKNOWLEDGEMENTS
The Board of Directors express their appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by all the employees of the Company. The Board of Directors expresses their gratitude to all our valued shareholders for their confidence and continued support to the Company.
For and on behalf of the Board of Directors
Arvind Mahendra Kapoor
Place: Mumbai Chairman
Date: 23.05.2018 DIN : 00002704
Registered Office:
W-75(A) & W-76(A) MIDC
Industrial Area Satpur,
Nasik - 422007
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their Thirtieth Annual
Report, together with the Audited Statement of Accounts for the
financial year ended 31st March, 2015.
FINANCIAL RESULT: The summarized financial results of the company for
the year ended 31st March, 2015 are presented below:
(Rs in Lacs)
Particulars 2014-20151 2013-2014
Sales and other income 2931.68 3627.07
Profit before Depreciation, Interest 228.75 324.39
and Tax
Less: Depreciation 43.40 34.12
Interest 8.36 12.42
Profit before Tax 176.99 277.85
Less: Provision for Tax (Including 38.58 77.99
Income Tax, Deferred Tax etc.)
Profit after Tax 138.41 199.86
Add: Balance Brought forward from the 1173.39 1056.75
previous year
Profit available for Appropriation 1311.80 1256.61
Appropriation
Adjustment relating to Fixed Assets 25.67 -
Transfer to General Reserve 10.00 10.00
Proposed Dividend 8 % (Last Year 12%) 41.73 62.59
Dividend Distribution Tax 8.54 10.63
Balance carried forward to Balance Sheet 1225.86 1173.39
REVIEW OF OPERATIONS
Your company''s turnover was Rs 2846.98 Lacs in the year under review as
compared to Rs 3553.68 Lacs in the last year. This was due to sluggish
demand and reduction in the prices of synthetic rubber due to global
trends. The Profit before tax (PBT) for the period under review has
decreased from Rs. 277.85 Lacs in previous year to Rs. 176.99 Lacs in
the current year. During the year there were no changes in the
activities of the company.
During the current year the performance will continue to be affected by
the volatility of prices of Synthetic Rubber and stagnant demand for
Company''s product.
During the year under review your company has completed the
modernization project to replace some of the ageing equipments with
modern equipments.
STATUS OF AMALGAMATION OF RISHIROOP RUBBER (INTL.) LTD. WITH THE
COMPANY
During the year under review the Scheme of Amalgamation of Rishiroop
Rubber (International) Limited (Transferor Company) with the Company
was approved by the shareholders at the Court Convened Meeting held on
12th February, 2015. Subsequently the Company has filed the Company
Scheme Petition before the Hon''ble High Court of Bombay and the court
has passed an oral order on 8th May, 2015 approving the Scheme of
Amalgamation. The certified true copy of the final order is yet to be
received.
The Company Petition filed by Rishiroop Rubber (International) Limited,
the transferor company is pending for final disposal before the Hon''ble
High Court of Gujarat.
DIVIDEND
The Board of Directors of the Company recommend, for consideration of
shareholders at the 30th Annual General Meeting, payment of dividend of
8 % (Re 0.80/- per Share) on the Equity Shares of the face value of Rs.
10/-each for the year ended 31st March 2015.The Dividend paid during
the previous year was 12% (Rs 1.20 Per Share).
The Board of Directors of the Company recommend Rs 10,00,000/- ( Rs.
Ten Lacs Only )to be transferred to General Reserve.
DIRECTORS
Mr. M K Kapoor, the founder director and chairman of the company
resigned from the directorship of the company w.e.f. 26th February,
2015 due to ill health.
He passed away on 19th April, 2015. The Directors note with utmost
grief the passing away of Mr. M K Kapoor, who was the Chairman of this
Company since inception. He ably guided the destiny of the Company by
laying down high standards in business ethics which the Company adhered
to throughout his long tenure and the Directors place on record their
sincere appreciation for his valuable guidance and contribution to the
Company. The Directors affirm that though the void caused by his
departure will be difficult to fill, as a mark of true respect and
tribute to him, the Directors resolve to continue to follow the high
standards of efficiency and integrity in all future business dealings
of the company.
The Board of Directors vide their resolution dated 26th March, 2015
appointed Mrs. Vijyatta Jaiswal as an additional director in the
category of Non executive Independent Director of the company. Mrs.
Jaiswal holds office up to the date of the ensuing Annual General
Meeting of the Company and is eligible for appointment. Your directors
recommend her appointment as a regular Independent Director for a term
of five consecutive years. Details of the proposal for appointment of
Mrs. Jaiswal are mentioned in the Explanatory Statement under Section
102 of the Companies Act, 2013 of the Notice of the 30th Annual General
Meeting.
In terms of the Articles of Association of the Company Mr. Arvind
Mahendra Kapoor, Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting of the company and being
eligible, offers himself for reappointment. The brief resume of Mr.
Kapoor has been detailed in the Corporate Governance Report. The
directors recommend his reappointment as director of the company.
All the appointments of Directors of the company are in compliance with
the provisions of Section 164 of the Companies Act, 2013.
All independent directors have given the declarations that they meet
the criteria of independence as laid down under section 149(6) of the
Companies Act,2013 and clause 49 of the listing Agreement.
The relevant details of the above Directors are given in the Corporate
Governance Report attached herewith.
NO. OF MEETINGS OF THE BOARD
The details of the number of meetings of the board held during the
financial year 2014-15 forms part of the Corporate Governance Report.
AUDIT COMMITTEE
The details on the Audit Committee and its meetings during the
financial year 2014-15 forms part of the Corporate Governance Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE
There are no significant and material orders passed by the
Regulators/courts that would impact the going concern status of the
company and its future operations
DIRECTORS'' RESPONSIBILITY STATEMENT U/S 134 (5) OF THE COMPANIES ACT,
2013
Pursuant to the provisions of Section 134 (5) of Companies Act, 2013,
as amended, with respect to the Directors'' Responsibility Statement, it
is hereby confirmed that:
1) In the preparation of the accounts for the financial year ended 31st
March,2015, the applicable Accounting Standards have been followed
along with proper explanation relating to material departures;
2) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March,2015 and of the profit and loss of the
Company for the year ended 31st March,2015;
3) 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;
4) The Directors have prepared the annual accounts for the financial
year ended 31st March, 2015 on a going concern basis.
5) 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.
6) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DEPOSITS
During the year the Company has not accepted deposits from the
Shareholders and others and that the Company has complied with the
provisions of section 73 of the Companies Act, 2013 and the rules made
thereunder.
STATUTORY AUDITORS
M/s. B. D. Jokhakar & Co., Chartered Accountants (Registration
NO.104345W), were appointed as Statutory Auditors at the last Annual
General Meeting till the conclusion of 32nd Annual General Meeting of
the company (subject to ratification of the appointment by the members
at every AGM held after this AGM). They are eligible to continue as
Statutory Auditors for the finanacial year 2015-2016. Your Board
recommends ratification of their appointment as the Statutory Auditors
at the ensuing Annual General Meeting.
The observations and comments given in the Auditors Report read
together with the notes to the accounts are self explanatory and hence
do not call for any further information and explanation under section
134(3) of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
The details of the investments made by company are given in the notes
to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the period under review, the company had not entered into any
material transaction with any of its related parties. None of the
transactions with any of related parties were in conflict with the
company''s interest. Attention of members is drawn to the disclosure of
transactions with related parties setout in Note No. 28 of Financial
Statements forming part of the Annual Report. All related party
transactions are negotiated on an arms length basis and are intended to
further the Company''s interest.
POLICY ON RELATED PARTY TRANSACTIONS OF THE COMPANY
The Company has a policy on Related Party Transaction and the same has
been displayed on the Company''s website:
http://www.puneet.in/reports1/pdfs/53_pdf.pdf
CORPORATE SOCIAL RESONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act, 2013 and the relevant
rules, the Board has constituted the CSR Committee under the
Chairmanship of Mr. Arvind Mahendra Kapoor. The other members of the
Committee are Mr. Aditya Arvind Kapoor and Mr. Nakul Kumar. A detailed
CSR policy has also been framed which is placed on the company''s
website. Other details of the CSR activities as required under Section
135 of the Companies Act, 2013 are given in the CSR Report as Annexure
B to the Board''s Report.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA
FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A
DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Board shall have minimum 3 and maximum 12 directors, unless
otherwise approved. No person of age less than 21 years shall be
appointed as a director on the Board. The company shall have such
persons on the Board who complies with the requirements of the
Companies Act, 2013, Provisions of the Listing Agreement, Memorandum of
Association and Articles of Association of the Company and all other
statutory provisions and guidelines as may be applicable from time to
time. Composition of the Board shall be in compliance with the
requirements of Clause 49 of the Listing Agreement of the Stock
Exchange. Except for the MD, no other directors are paid remuneration,
but are paid only sitting fees. The MD is paid remuneration as approved
by the Shareholders but is not paid any sitting fees. MD, Company
Secretary and Chief Financial Officer shall be the Key Managerial
Personnel (KMPs) of the Company. All persons who are Directors / KMPs,
members of Senior Management and all other employees shall abide by
the Code of Conduct. Directors/KMPs shall not acquire any
disqualification and shall be persons of sound integrity and honesty,
apart from knowledge, experience, etc. in their respective fields.
PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:
a) The ratio of the remuneration of Managing director to the median
employee''s remuneration for the financial year
Median 1:18
b) The percentage increase in remuneration of Managing director, Chief
Financial Officer, Company Secretary in the financial year
MD - 02.64%
CFO - 12.60%
CS - 11.70%
c) The percentage increase in the median remuneration of employees in
the financial year
Median 9.20 %
d) The number of permanent employees on the rolls of company
32
e) The explanation on the relationship between average increase in
remuneration and company performance
The Company''s PAT has reduced from Rs 199.86 Lacs
to Rs 138.41 Lacs, decrease of 31 % against which
the average increase in remuneration is 10 %;comparison
of one against the other is not feasible.
f) Comparison of the remuneration of the Key Managerial Personnel
against the performance of the company: Remuneration of KMP as % of PAT
for 2014-15 is 40%. The Company''s PAT decreased by 31% during the year
g) Variations in the market capitalization of the company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase or decrease in the
market quotations of the shares of the company in comparison to the
rate at which the company came out with the last public offer:
Date Issued Capital Closing Market EPS
(Shares) Price per Share
31.03.2014 5,21,58,000 Rs. 24.20 3.83
31.03.2015 5,21,58,000 Rs. 27.95 2.65
increase / nil Rs. 3.75 (1.18)
(Decrease)
% of Increase/ nil 15.50 (31.00)
(Decrease)
issue Price of the
share at the last N.A. Rs. 10/- N.A.
Public Offer (IPO)
Increase in market
price as on 31.03. N.A. Rs. 17.95 N.A.
2015 as compared to
issue price of IPO
Increase in % N.A. 180% N.A.
Date PE Ratio Market
Capitalization
31.03.2014 6.32 Rs. 12,62,22,360
31.03.2015 10.55 Rs. 14,57,81,610
increase/(Decrease) 4.23 Rs. 1,95,59,250
% of Increase/ 66.93 15.50
(Decrease)
issue Price of the
share at the last N.A. N.A.
Public Offer (IPO)
Increase in market
price as on 31.03.2015 N.A. N.A.
as compared to issue
price of IPO
Increase in % N.A. N.A.
h) Average percentile increase Average increase in remuneration
already made in the salaries of of all employees the excluding
employees other than managerial KMP - 13% Average increase in
personnel in the last financial the remuneration of KMP''s - 6%
year and its comparison with the Justification: KMP salary
percentile increase in the increases are decided based on
managerial remuneration and the Company''s performance,
justification thereof and any individual performance,inflation
exceptional circumstances for prevailing industry trends and
increase in the managerial benchmarks,
Remuneration:
i) comparison of the each Each KMP is granted salary based
remuneration of the key managerial on his qualification,experience,
personnel against the performance nature of job,industry benchmark
of the company earlier salary and many other
factorscomparison of one against
the other is not feasible.
j) The key parameters for any Except for the Managing Director
variable component of remuneration Mr. Aditya Arvind Kapoor no
availed by the directors: directors have been paid any
remuneration as only Sitting
Fees are paid to them
k) The ratio of the remuneration of
the highest paid director to that of Not Applicable
the employees who are not directors
but receive remuneration in excess
of the highest paid director during
the year
l) If remuneration is as per the Yes
remuneration policy of the company
ESTABLISHMENT OF VIGIL MECHANISM
The Company has in place a vigil mechanism pursuant to which a Whistle
Blower Policy has been in force. The policy was approved on 13th
February, 2015. This Policy inter alia provides a direct access to a
Whistle Blower to the Chairman of Audit Committee on his dedicated
email-iD [email protected]. The Whistle Blower Policy covering
all employees and directors is hosted on the Company''s website at
http://www.puneet. in/reports1 /pdfs/54_pdf.pdf
THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has designed and implemented a process driven framework for
Internal Financial Controls ("IFC") within the meaning of the
explanation to Section 134 (5) (e) of the Companies Act, 2013.
For the year ended 31st March, 2015, the Board is of the opinion that
the Company has sound IFC commensurate with the nature and size of its
business operations; wherein controls are in place and operating
effectively and no material weaknesses exist. The Company has a process
in place to continuously monitor the existing controls and identify
gaps, if any, and implement new and /or improved controls wherever the
effect of such gaps would have a material effect on the Company''s
operation.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered
under this policy. The following is a summary of sexual harassment
complaints received and disposed off during each Calendar year:
* No. of complaints received: Nil
* No. of complaints disposed off: Nil EXTRACT OF THE ANNUAL RETURN
An extract of the Annual Return as of 31st March, 2015 pursuant to the
sub-section (3) of Section 92 of the Companies Act, 2013 and forming
part of the report is attached separately as Annexure C.
A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS
BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS
COMMITTEES AND INDIVIDUAL DIRECTORS;
1. Nomination and Remuneration Committee of the Board had prepared and
sent through its Chairman draft parameterized feedback forms for
evaluation of the Board, Independent Directors and Chairman.
2. Independent Directors at a meeting without anyone from the
non-independent directors and management, considered/evaluated the
Board''s performance, performance of the Chairman and other
non-independent Directors.
3. The Board subsequently evaluated performance of the Board, the
Committees and Independent Directors (without participation of the
relevant director)
THE DETAILS OF FAMILIARISATION PROGRAMME ARRANGED FOR INDEPENDENT
DIRECTORS HAVE BEEN DISCLOSED ON WEBSITE OF THE COMPANY AND ARE
AVILABLE AT THE FOLLOWING LINK:
The Familiarization Programme for Independent Directors is hosted on
the Company''s website at http://www.
puneet.in/reports1/pdfs/56_pdf.pdf.
SECRETARIAL AUDIT REPORT
Pursuant to the requirements of the Companies Act, 2013, the Company
has appointed Mr Dinesh Kumar Deora, Practicing Company Secretaries
(COP 4119) as the Secretarial Auditor for financial year 2014-2015
whose report of 30th May, 2015 is attached separately to this report as
Annexure D.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 134(3) (m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars
relating to conservation of energy, technology absorption and foreign
exchange earnings and outgo are given in Annexure ''A'' hereto and forms
part of this report.
EMPLOYEES
The relations between the Company and its employees continue to be
cordial.
There were no employees during the year drawing remuneration more than
prescribed ceiling under Section 134 of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014.
CORPORATE GOVERNANCE REPORT
A report on the Corporate Governance along with the Certificate from
the Statutory Auditors is separately given in the Annual Report.
ACKNOWLEDGEMENTS
The Board of Directors express their appreciation for the sincere
co-operation and assistance of Government Authorities, Bankers,
Customers, Suppliers, Business Associates and the efforts put in by all
the employees of the Company. The Board of Directors expresses their
gratitude to all our valued shareholders for their confidence and
continued support to the Company.
For & on behalf of the Board of Directors
Place: Mumbai ARVIND MAHENDRA KAPOOR
Dated: 30th May, 2015 CHAIRMAN
Mar 31, 2014
The Members,
The Directors have pleasure in presenting their Twenty-Ninth Annual
Report, together with the Audited Statement of Accounts for the
financial year ended 31st March, 2014.
FINANCIAL RESULT: The summarized financial results of the company for
the year ended 31st March, 2014 are presented below:
(Rs. in Lacs)
Particulars 2013-2014 2012-2013
Sales and other income 3627.07 4448.69
Profit before Depreciation, Interest
and Tax 324.39 395.41
Less: Depreciation 34.12 33.75
Interest 12.42 16.59
Profit before Tax 277.85 345.07
Less: Provision for Tax (Including
Income Tax, Deferred Tax etc.) 77.99 119.52
Profit after Tax 199.86 225.55
Add: Balance Brought forward from the
previous year 1056.75 914.42
Profit available for Appropriation 1256.61 1139.97
Appropriation
Transfer to General Reserve 10.00 10.00
Proposed Dividend 12 % (Last Year 12%) 62.59 62.59
Dividend Distribution Tax 10.63 10.63
Balance carried forward to
Balance Sheet 1173.39 1056.75
REVIEW OF OPERATIONS
Your company''s turnover decreased from Rs. 4397.93 Lacs in the last year
to Rs. 3553.68 Lacs in the current year largely due to sluggish demand
for traded goods. The Profit before tax (PBT) for the period under
review has decreased from Rs. 345.07 Lacs in previous year to Rs. 277.85
Lacs in the current year.
However during the current year the performance is expected to improve
with overall revival of the Indian Economy.
Your Company has undertaken a modernization project at the cost of Rs.
2.75 Crores to replace some of the ageing equipments with modern
equipments which will improve the operational effciency and quality of
the final product. This is expected to be completed in 3rd quarter of
the current financial year.
DIVIDEND
The Board of Directors of the Company recommend, for consideration of
shareholders at the 29th Annual General Meeting, payment of dividend of
12 % (Rs. 1.20/- per Share) on the Equity Shares of the face value of Rs.
10/- each for the year ended 31st March 2014.The Dividend paid during
the previous year was 12% (Rs. 1.20 Per Share).
DIRECTORS
Mr. Jayesh Dadia resigned from the directorship of the company w.e.f.
30th April, 2014. The Board of Directors took note of the same at their
meeting held on 3rd May, 2014. The Board of Directors places on record
its appreciation for the valuable services rendered by Mr. Jayesh
Dadia.
In terms of the Articles of Association of the Company Mr. Arvind
Mahendra Kapoor, Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting of the company and being
eligible, offers himself for reappointment. The brief resume of the Mr.
Kapoor has been detailed in the Corporate Governance Report. The
directors recommend his reappointment as director of the company.
All the appointments of Directors of the company are in compliance with
the provisions of Section 164 of the Companies Act, 2013.
As per Section 149 of the Companies Act, 2013 and SEBI Circular dated
17.04.2014, your directors are seeking appointment of Mr. D P Shah and
Mr. Nakul Kumar as Independent Directors for a term of five consecutive
years up to 31st March, 2019. Details of the proposal for appointment
of Mr. D P Shah and Mr. Nakul Kumar are mentioned in the Explanatory
Statement under Section 102 of the Companies Act, 2013 of the Notice of
the 29th Annual General Meeting.
The relevant details of the above Directors are given in the Corporate
Governance Report attached herewith.
DIRECTORS'' RESPONSIBILITY STATEMENT U/S 134 (5) OF THE COMPANIES ACT,
2013
Pursuant to the provisions of Section 134 (5) of Companies Act, 2013,
as amended, with respect to the Directors'' Responsibility Statement, it
is hereby confirmed that:
1) In the preparation of the accounts for the financial year ended 31st
March,2014, the applicable Accounting Standards have been followed
along with proper explanation relating to material departures;
2) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March,2014 and of the Profit and loss of the
Company for the year ended 31st March,2014;
3) The Directors have taken proper and suffcient 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;
4) The Directors have prepared the annual accounts for the financial
year ended 31st March, 2014 on a going concern basis.
5) 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.
6) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DEPOSITS
During the year the Company has not accepted deposits from the
Shareholders and others and that the Company has complied with the
provisions of Section 73 of the Companies Act, 2013 and the rules made
thereunder.
STATUTORY AUDITORS
M/s. B. D. Jokhakar & Co., Chartered Accountants, Statutory Auditors of
the Company, will retire at the conclusion of the ensuing (29th) Annual
General Meeting and are eligible under Section 139 and 141 of the
Companies Act, 2013 for reappointment as Statutory Auditors of the
Company.
The Company has received confirmation from M/s. B. D. Jokhakar & Co. to
the effect that their appointment if made, would be within the
eligibility criteria prescribed under Section 139 and 141 of the
Companies Act, 2013.
The observations and comments given in the Auditors Report read
together with the notes to the accounts are self explanatory and hence
do not call for any further information and explanation under Section
134(3) of the Companies Act,2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 134(3) (m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars
relating to conservation of energy, technology absorption and foreign
exchange earnings and outgo are given in Annexure ''A'' hereto and forms
part of this report.
EMPLOYEES
The relations between the Company and its employees continue to be
cordial.
There were no employees during the year drawing remuneration more than
prescribed ceiling under Section 134 of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014.
CORPORATE GOVERNANCE REPORT
A report on the Corporate Governance along with the Certifcate from the
Statutory Auditors is separately given in the Annual Report.
ACKNOWLEDGEMENTS
The Board of Directors express their appreciation for the sincere
co-operation and assistance of Government Authorities, Bankers,
Customers, Suppliers, Business Associates and the efforts put in by all
the employees of the Company. The Board of Directors expresses their
gratitude to all our valued shareholders for their confdence and
continued support to the Company.
For & on behalf of the Board of Directors
Place: Mumbai MAHENDRA KUMAR KAPOOR
Dated: 24th May, 2014 CHAIRMAN
Mar 31, 2013
To, The Members of Puneet Resins Limited
The Directors have pleasure in presenting their Twenty-Eight Annual
Report, together with the Audited Financial Statements of your Company
for the financial year ended 31st March, 2013.
FINANCIAL RESULT: The summarized financial results of the company for
the year ended 31st March, 2013 are presented below:
(Rs. in Lacs)
Particulars- 2012-2012 2011-2012
Sales and other income 4448.69 6179.47
Profit before Depreciation,
Interest and Tax 395.41 938.79
Less: Depreciation 33.75 35.39
Interest 16.59 25.32
Profit before Tax 345.07 878.08
Less: Provision for Tax
(Including Income Tax,
Deferred Tax etc.) 119.52 284.45
Profit after Tax 225.55 593.63
Add: Balance Brought forward
from the previous ye 914.42 498.84
Profit available for Appropriation 1139.97 1092.47
Appropriation
Transfer to General Reserve 10.00 75.00
Proposed Dividend 12 % (Last Year 17%) 62.59 88.67
Dividend Distribution Tax 10.63 14.38
Balance carried forward to Balance
Sheet 1056.75 914.42
REVIEW OF OPERATIONS
The Indian Economy is projected to grow at 5% for the current fiscal
2013-14, the lowest in a decade. It grew at 6.2% last year as compared
to 9.3% in 2010-11. Global economic growth also slowed from 3.9% in
2011 to 3.2% in 2012.
The cumulative production data of the Auto Industry for April-March
2013 shows production growth of only 1.20% over the same period last
year. While in March 2013 overall sales fell by (-) 7.76 % over March
2012. (Source: www. siamindia.com) This sluggishness in the Automobile
Sector has also affected the performance of the Rubber Industry
resulting in reduction in demand and profit margins for your company''s
products. Your company''s turnover also decreased from Rs. 6148.69 Lacs
in the last year to Rs. 4397.93 Lacs in the current year. The Profit
before tax (PBT) for the period under review has decreased from Rs.
878.08 Lacs in previous year to Rs. 345.07 Lacs in the current year.
In view of current volatility in price of raw materials and foreign
currency rates your Company is making all efforts to improve the
turnover and profitability in the current financial year.
DIVIDEND
The Board of Directors of the Company recommend, for consideration of
shareholders at the 28th Annual General Meeting, payment of dividend of
12 % (Rs. 1.20/- per Share) on the Equity Shares of the face value of Rs.
10/- each for the year ended 31st March 2013.The Dividend paid during
the previous year was 17% (Rs. 1.70 Per Share).
DIRECTORS
Mr. Mahendra Kumar Kapoor, Mr. D P Shah and Mr. Nakul Kumar will retire
by rotation and being eligible, offers themselves for reappointment.
All the appointments of the company are in compliance with the
provisions of Section 274(1) (g) of the Companies Act, 1956.
The relevant details of the above Directors are given in the Corporate
Governance Report attached herewith.
DIRECTORS'' RESPONSIBILITY STATEMENT U/S 217 (2AA) OF THE COMPANIES ACT,
1956
Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956,
as amended, with respect to the Directors''
Responsibility Statement, it is hereby confirmed that:
1) In the preparation of the accounts for the financial year ended 31st
March,2013, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
2) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as 31st March,2013, and of the profits of the Company
for the year ended 31st March,2013;
3) 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;
4) The Directors have prepared the annual accounts for the financial
year ended 31st March,2013, on a going concern basis.
DEPOSITS
During the year the Company has not accepted deposits from the
Shareholders and others and that the Company has complied with the
provisions of section 58A of the Companies Act, 1956 and the rules made
thereunder.
STATUTORY AUDITORS
M/s. B. D. Jokhakar & Co., Chartered Accountants, existing Statutory
Auditors of the Company, will retire at the conclusion of the ensuing
(27th) Annual General Meeting and seeks reappointment as Statutory
Auditors of the Company at the ensuing Annual General Meeting.
The Company has received confirmation from M/s. B. D. Jokhakar & Co. to
the effect that their appointment if made, would be within the limits
prescribed under Section 224 (1B) of the Companies Act 1956.
The observations and comments given in the Auditors Report read
together with the notes to the accounts are self explanatory and hence
do not call for any further information and explanation under section
217(3) of the Companies Act, 1956.
COST AUDITORS
In terms of the Order No. 52/26/CAB-2010 dated 6th November, 2012
issued by the Ministry of Corporate Affairs (MCA) (Cost Audit Branch)
Govt, of India, your company has appointed M/s C Y & Associates (Firm
Registration No. 000334) for undertaking audit of the Cost Accounting
Records maintained by the company for the financial year 2013-14.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217(1) (e) of the Companies Act, 1956 read
with Rule 2 of the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules 1988, the particulars relating to
conservation of energy, technology absorption and foreign exchange
earnings and outgo are given in Annexure ''A'' hereto and forms part of
this report.
EMPLOYEES
The relations between the Company and its employees continue to be
cordial. There were no employees during the year drawing remuneration
more than prescribed under Section 217 (2A) of the Companies Act, 1956.
CORPORATE GOVERNANCE REPORT
A report on the Corporate Governance along with the Certificate from
the Statutory Auditors is separately given in the Annual Report.
ACKNOWLEDGEMENTS
The Directors express their appreciation for the sincere co-operation
and assistance of Government Authorities, Bankers, Customers,
Suppliers, Business Associates and the efforts put in by all the
employees of the Company. The Directors also take this opportunity to
thank the Company''s Bankers for their valuable advice, guidance and
support extended to the Company. Finally, the Directors express their
gratitude to all our valued shareholders for their confidence and
continued support to the Company.
For & on behalf of the Board of Directors
Place: Mumbai MAHENDRA KUMAR KAPOOR
Dated: 27th May, 2013 CHAIRMAN
Mar 31, 2012
The Directors have pleasure in presenting their Twenty-Seventh Annual
Report, together with the Audited Statement of Accounts for the
financial year ended 31st March, 2012.
FINANCIAL RESULT: The summarized financial results of the company for
the year ended 31st March, 2012 are presented below:
Particulars 2011-2012 (Rs.) 2010-2011 (Rs.)
Sales and other income 61,79,46,862 52,89,07,303
Profit before Depreciation,
Interest and Tax 9,38,79,554 8,00,64,215
Less: Depreciation 35,39,411 31,10,234
Interest 25,31,961 26,11,717
Profit before Tax 8,78,08,182 7,43,42,264
Less: Provision for Tax
(Including Income Tax,
Deferred Tax etc.) 2,84,44,749 2,23,89,322
Profit after Tax 5,93,63,433 5,19,52,942
Add: Balance Brought forward
from the previous year 4,98,83,867 1,20,23,825
Profit available for Appropriation 10,92,47,300 6,39,76,767
Appropriation
Transfer to General Reserve 75,00,000 50,00,000
Proposed Dividend 17 % (Last
Year 15%) 88,66,860 78,23,700
Corporate Dividend Tax 14,38,426 12,69,200
Balance carried forward to
Balance Sheet 914 ,42,014 4,98,83,867
REVIEW OF OPERATIONS
The Indian Economy grew at 6.9% last year as compared to 8.4% in
2010-11. This sluggishness in economy also affected the performance of
the Rubber Industry. However in spite of that your company's turnover
increased from Rs. 5210.53 Lacs to Rs. 6148.69 Lacs registering a growth of
18 %. The profit before tax for the period under review has increased to
Rs. 878.09 Lacs from Rs. 743.42 Lacs in previous year registering an
increase by 18 %.
In view of current volatility in price of raw materials and foreign
currency rates your Company is making all efforts to maintain the
desired growth rate in the current year.
DIVIDEND
The Board of Directors of the Company recommend, for consideration of
shareholders at the 27th Annual General Meeting, payment of dividend of
17 % (Rs. 1.70/- per Share) on the Equity Shares of the face value of Rs.
10/- each for the year ended 31st March 2012.The Dividend paid during
the previous year was 15% (Rs. 1.50 Per Share).
DIRECTORS
Mr. Arvind Mahendra Kapoor and Mr. Jayesh Dadia will retire by rotation
and being eligible, offers themselves for reappointment. All the
appointments of the company are in compliance with the provisions of
Section 274(1) (g) of the Companies Act, 1956.
The relevant details of the above Directors are given in the Corporate
Governance Report attached herewith.
DIRECTORS' RESPONSIBILITY STATEMENT U/S 217 (2AA) OF THE COMPANIES ACT,
1956
Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956,
as amended, with respect to the Directors' Responsibility Statement, it
is hereby confirmed that:
1) In the preparation of the accounts for the financial year ended 31st
March,2012, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
2) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as 31st March,2012 and of the profits of the Company for
the year ended 31st March,2012;
3) 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;
4) The Directors have prepared the annual accounts for the financial
year ended 31st March,2012 on a going concern basis.
DEPOSITS
During the year the Company has not accepted deposits from the
Shareholders and others and that the Company has complied with the
provisions of section 58A of the Companies Act, 1956 and the rules made
thereunder.
STATUTORY AUDITORS
M/s. B. D. Jokhakar & Co., Chartered Accountants, existing Statutory
Auditors of the Company, will retire at the conclusion of the ensuing
(27th) Annual General Meeting and seeks reappointment as Statutory
Auditors of the Company at the ensuing Annual General Meeting.
The Company has received confirmation from M/s. B. D. Jokhakar & Co. to
the effect that their appointment if made, would be within the limits
prescribed under Section 224 (1B) of the Companies Act 1956.
The observations and comments given in the Auditors Report read
together with the notes to the accounts are self explanatory and hence
do not call for any further information and explanation under section
217(3) of the Companies Act,1956.
COST AUDITORS
As per the provisions of the Companies (Cost Accounting Records) Rules,
2011, the company has appointed CMA Pradnya Chandorkar for the issue of
the Compliance Certificate.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217(1) (e) of the Companies Act, 1956 read
with Rule 2 of the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules 1988, the particulars relating to
conservation of energy, technology absorption and foreign exchange
earnings and outgo are given in Annexure 'A' hereto and forms part of
this report.
EMPLOYEES
The relations between the Company and its employees continue to be
cordial.
There were no employees during the year drawing remuneration more than
prescribed under Section 217 (2A) of the Companies Act, 1956.
CORPORATE GOVERNANCE REPORT
A report on the Corporate Governance along with the Certificate from the
Statutory Auditors is separately given in the Annual Report.
ACKNOWLEDGEMENTS
Industrial Relations have been cordial at both the plants of the
company.
The Directors express their appreciation for the sincere co-operation
and assistance of Government Authorities, Bankers, Customers,
Suppliers, Business Associates and the efforts put in by all the
employees of the Company. The Directors also take this opportunity to
thank the Company's Bankers for their valuable advice, guidance and
support extended to the Company. Finally, the Directors express their
gratitude to all our valued shareholders for their confidence and
continued support to the Company.
For & on behalf of the Board of Directors
Place : Mumbai MAHENDRA KUMAR KAPOOR
Dated : 28th May, 2012 CHAIRMAN
Mar 31, 2011
The Directors have pleasure in presenting their Twenty-Sixth Annual
Report, together with the Audited Statement of Accounts for the
financial year ended 31st March, 2011.
FINANCIAL RESULT: The summarized financial results of the company for
the year ended 31st March, 2011 are presented below:
Particulars 2010-2011 (Rs.) 2009-2010 (Rs.)
Sales and other income 52,89,07,303 25,02,74,435
Profit before Depreciation,
Interest and Tax 8,01,24,027 3,77,17,309
Less: Depreciation 31,10,234 26,60,276
Interest 26,71,530 13,04,001
Profit before Tax 7,43,42,263 3,37,53,032
Less : Provision for Tax 2,23,89,322 91,80,881
(Including Income Tax,
Deferred Tax, Fringe Benefit
Tax etc.)
Profit after Tax 5,19,52,941 2,45,72,151
Add: Balance Brought forward
from the previous year 1,20,23,825
(32,25,657)
Profit available for
Appropriation 6,39,76,766 2,13,46,494
Appropriation
Transfer to General
Reserve 50,00,000 20,00,000
Proposed Dividend 15% (Last
Year 12%) 78,23,700 62,58,960
Corporate Dividend Tax 12,69,200 10,63,710
Balance carried forward to
Balance Sheet 4,98,83,866 1,20,23,824
REVIEW OF OPERATIONS
The Rubber Industry in india has been growing in strength and
importance since last few years. During the year under review, Rubber
Industry has performed very well led by demand growth in the Automobile
Sector. Due to favorable economic conditions the turnover increased
from Rs. 2476.35 Lacs to Rs. 5210.53 Lacs registering a growth of 110%.
The profit before tax for the period under review has increased to Rs.
743.42 Lacs from Rs. 337.53 Lacs in previous year registering an
increase by 120 %.
Your Company is optimistic to continue to show higher growth in the
current year.
DIVIDEND
The Board of Directors of the Company recommend, for consideration of
shareholders at the 26th Annual General Meeting, payment of dividend of
15% (Rs. 1.50/- per Share) on the Equity Shares of the face value of
Rs. 10/- each for the year ended 31st March 2011.The Dividend paid
during the previous year was 12% (Rs. 1.20/- per Share).
DIRECTORS
Mr. Mahendra Kumar Kapoor and M r. Nakul Kumar will retire by rotation
and being eligible, offers themselves for reappointment. All the
appointments of the company are in compliance with the provisions of
Section 274(1) (g) of the Companies Act, 1956.
The relevant details of the above Directors are given in the Corporate
Governance Report attached herewith.
DIRECTORS RESPONSIBILITY STATEMENT U/S 217 (2AA) OF THE COMPANIES ACT,
1956
Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956,
as amended, with respect to the Directors Responsibility Statement, it
is hereby confirmed that:
1) In the preparation of the accounts for the financial year ended 31st
March,2011, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
2) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as 31st March,2011 and of the profits of the Company for
the year ended 31st March,2011;
3) 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;
4) The Directors have prepared the annual accounts for the financial
year ended 31st March,2011 on a going concern basis.
DEPOSITS
During the year the Company has not accepted deposits from the
Shareholders and others and that the Company has complied with the
provisions of section 58A of the Companies Act, 1956 and the rules made
thereunder.
AUDITORS
M/s. B. D. Jokhakar & Co., Chartered Accountants, existing Statutory
Auditors of the Company, will retire at the conclusion of the ensuing
(26th) Annual General Meeting and seeks reappointment as Statutory
Auditors of the Company at the ensuing Annual General Meeting.
The Company has received confirmation from M/s. B. D. Jokhakar & Co. to
the effect that their appointment if made, would be within the limits
prescribed under Section 224 (1B) of the Companies Act 1956.
The observations and comments given in the Auditors Report read
together with the notes to the accounts are self explanatory and hence
do not call for any further information and explanation under section
217(3) of the Companies Act,1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217(1) (e) of the Companies Act, 1956 read
with Rule 2 of the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules 1988, the particulars relating to
conservation of energy, technology absorption and foreign exchange
earnings and outgo are given in Annexure A hereto and forms part of
this report.
EMPLOYEES
The relations between the Company and its employees continue to be
cordial.
There were no employees during the year drawing remuneration more than
prescribed under Section 217 (2A) of the Companies Act, 1956.
CORPORATE GOVERNANCE REPORT
A report on the Corporate Governance along with the Certificate from
the Statutory Auditors is separately given in the Annual Report.
ACKNOWLEDGEMENTS
Industrial Relations have been cordial at both the plants of the
company.
The Directors express their appreciation for the sincere co-operation
and assistance of Government Authorities, Bankers, Customers,
Suppliers, Business Associates and the efforts put in by all the
employees of the Company. The Directors also take this opportunity to
thank the Companys Bankers for their valuable advice, guidance and
support extended to the Company. Finally, the Directors express their
gratitude to all our valued shareholders for their confidence and
continued support to the Company.
For & on behalf of the Board of Directors
MAHENDRA KUMAR KAPOOR
CHAIRMAN
Place : Mumbai
Dated : 26th May, 2011
Mar 31, 2010
The Directors have pleasure in presenting the Twenty Fifth Annual
Report, together with the Audited Accounts for the year ended 31st
March, 2010.
FINANCIAL RESULT
Particulars 2009-2010 2008-2009
(Rupees) (Rupees)
Sales and other income 25,02,74,435 24,56,08,480
Profit before Depreciation,
Interest and Tax 3,77,17,310 3,12,38,659
Less: Depreciation 26,60,276 25,31,732
Interest 13,04,001 41,74,401
Profit before Tax 3,37,53,033 2,45,32,526
Less : Provision for Tax
(Including Income Tax, Deferred Tax,
Fringe Benefit Tax etc.) 91,80,881 1,02,79,194
Profit after Tax 2,45,72,152 1,42,53,332
Add: Balance Brought forward
from the previous year (32,25,657) (1,74,78,989)
Profit available for
Appropriation 2,13,46,495 (32,25,657)
Appropriation
Transfer to General Reserve 20,00,000 0
Proposed Dividend (12%) 62,58,960 0
Corporate Dividend Tax 10,63,710 0
Balance carried forward to
Balance Sheet 1,20,23,825 (32,25,657)
REVIEW OF OPERATIONS
During the period under review your Companys volume of goods sold has
gone up to 2344 MT from 1750 MT last year registering a growth of 34%.
However, due to deflation in prices, turnover was Rs.2520.56 lacs as
against Rs. 2495.18 lacs in the previous year. The profit before tax
for the period under review has increased to Rs.337.53 Lacs from Rs.
245.33 lacs in previous year registering an increase by 37 %.
As a part of the diversification activity, your Company is exploring
opportunities for marketing of Speciality rubber compounds and
Performance additives from M/S Excel Polymers, USA for the rubber
industry.
Your Company is optimistic to continue to show better results and
higher growth in the current year.
DIVIDEND
Your Directors recommend a dividend of Re.1.20/- per Equity Share of
Rs. 10/- each (12 %) for the year ended 31st March 2010.
DIRECTORS
The Board of Directors of the Company has revised the terms and
conditions of the appointment including the Remuneration and tenure of
Mr. Aditya Kapoor as a Managing Director of the Company with effect
from April 1, 2010 as per the recommendation of the Remuneration
Committee in its meeting held on May 10, 2010 and subject to the
approval of the shareholders of the Company in the ensuing Annual
General Meeting.
Mr. Arvind Kapoor retires by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for reappointment. Mr. Dilip
Shah retires by rotation at the ensuing Annual General Meeting and
being eligible offers himself for reappointment.
The relevant details of the above Directors are given in the Notice of
Annual General Meeting and in the Corporate Governance Report attached
herewith.
DIRECTORS RESPONSIBILITY STATEMENT U/S 217 (2AA) OF THE COMPANIES ACT,
1956
As stipulated in Section 217 (2AA) of Companies Act, 1956, your
Directors subscribe to the "Directors Responsibility Statement" and
confirm that:
1) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
2) 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 profits of
the Company for that period;
3) 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;
4) The Directors have prepared the annual accounts on a going concern
basis.
DEPOSITS
During the year the Company has not accepted deposits from the
Shareholders and others and that the Company has complied with the
provisions of section 58Aof the Companies Act, 1956 and the rules made
thereunder.
AUDITORS
M/s. B. D. Jokhakar & Co., Auditors of the Company, holds office until
the conclusion of the ensuing Annual General Meeting and being eligible
offer themselves for reappointment. The Company has received
confirmation from them to the effect that their appointment if made,
would be within the prescribed limits under Section 224 (1B) of the
Companies Act 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217(1) (e) of the Companies Act, 1956 read
with Rule 2 of the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules 1988, the particulars relating to
conservation of energy, technology absorption and foreign exchange
earnings and outgo are given in Annexure A to this report.
EMPLOYEES
The relations between the Company and its employees continue to be
cordial.
There were no employees during the year drawing remuneration more than
prescribed under Section 217 (2A) of the Companies Act, 1956.
CORPORATE GOVERNANCE REPORT
A report on the Corporate Governance along with the Certificate from
the Statutory Auditors is separately given in the Annual Report.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the efforts put in
by all the employees of the Company. The Directors also take this
opportunity to thank the Companys Bankers for their valuable advice,
guidance and support extended to the Company. Finally, the Directors
express their gratitude to all shareholders for their confidence and
continued support to the Company.
For and on behalf of the Board of Directors
Corporate Office:
84, Atlanta, Nariman Point,
Mumbai- 400 021 MAHENDRA KUMAR KAPOOR
Dated: May 10, 2010 CHAIRMAN
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